FOR IMMEDIATE RELEASE 18 October 2010
Atlantis Japan Growth Fund Limited ("AJG" or the "Company")
Proposals to change the Company's corporate structure
Background
In light of the discount to net asset value at which the Company's shares have traded in recent months, the Board of AJG has continued to seek a means to increase liquidity in the Company's shares and to reduce the discount.
The Board is pleased to announce the following proposals, which have been developed in conjunction with ING Corporate Finance. It is expected that documentation will be sent to shareholders shortly.
Proposed changes to the Company's corporate structure
The objectives of the Board are to ensure that the share price more closely reflects the underlying NAV per share, to minimise the price discount volatility and to enhance the liquidity of the Company's shares.
The Board believes that the proposals are in the best interests of the Company and shareholders as a whole. The key elements of the proposals are described below:
· the Company retaining its investment trust status and remaining listed on the London Stock Exchange;
· reorganising the Company's share capital to permit investors to request the redemption of part or all of their shareholding on a four-monthly basis. The redemption value will be based upon the realisation value of the portfolio, less an exit charge set initially at 4% and scaling down to 2% at the fifth redemption opportunity. This charge will be retained by AJG and will enhance the NAV per share for continuing shareholders;
· giving the Board discretion to decline such redemption requests when it considers it is in the interests of shareholders as a whole;
· reclassifying and redenominating the existing Dollar shares into Sterling shares, so as to enable the shares to qualify for inclusion in the UK national indices;
· renewing the Company's share buy back powers and holding any shares so bought back in treasury;
· reissuing any shares from treasury at a discount narrower than that at which they were bought back; and
· giving the Board authority to issue new shares in AJG, if demand so warrants.
Subject to receipt of the necessary approvals, shareholders will have a first redemption opportunity shortly after the capital restructuring is completed. The first redemption opportunity will be open to all shareholders on the Company's register as at the close of business on 15 October 2010 in respect of shares held continuously and beneficially from that date until the first redemption closing date. Thereafter all registered shareholders who have continuously and beneficially held their shares from the previous redemption date will be able to request the redemption of those shares at the next redemption opportunity.
The first redemption value will be based upon the value realised from a pro-rata pool of assets of the Company, according to the percentage of shareholders who request redemption, less an exit charge of 4%. This exit charge will reduce to 3% on the third redemption opportunity, and be further reduced to 2% on the fifth redemption opportunity. The exit charge will remain at 2% for all redemption opportunities thereafter.
Next steps and extraordinary general meeting
The Board intends to send a circular to shareholders as soon as practicable with full details of the proposals, convening the necessary shareholder meetings, and to approve and implement the proposals outlined above.
Enquiries should be directed to:
Atlantis Japan Growth Fund Limited 020 7222 7978
Timothy Guinness
Chairman
Atlantis Investment Management Limited 020 7638 9192
Navin Khokhrai
Chief Financial Officer
Sarah Allen
Marketing Manager
ING Corporate Finance 020 7767 1000
William Marle
John Armstrong-Denby
ING Corporate Finance is acting exclusively for the Company and no one else in relation to the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of ING Corporate Finance or for giving advice in relation to this announcement or any transaction or arrangement referred to herein. ING Bank N.V., London Branch is authorised by the Dutch Central Bank and regulated by The Financial Services Authority for the conduct of business in the United Kingdom.