Issue of Equity

RNS Number : 1604B

CC Japan Income & Growth Trust PLC

08 January 2018

 

8 January 2018

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM)

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus to be published by CC Japan Income & Growth Trust plc in due course (the "Prospectus") and not in reliance on this announcement. A copy of the Prospectus will, subject to certain access restrictions, shortly be available for inspection on the Company's website: www.ccjapanincomeandgrowthtrust.com, and at the Company's registered office: Mermaid House, 2 Puddle Dock, London EC4V 3DB.  This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

CC Japan Income & Growth Trust plc: Issue of Equity

Announcement of Placing, Offer for Subscription and Intermediaries Offer

Further to its announcement on 22 November 2017, the Board of Directors (the "Directors") of CC Japan Income & Growth Trust plc (the "Company") announces the proposed issue of new ordinary shares ("Ordinary Shares") in the Company (the "Initial Issue") pursuant to a new share issuance programme (the "Share Issuance Programme") for up to 100 million new Ordinary Shares. The Initial Issue will comprise a Placing, Offer for Subscription and Intermediaries Offer.

To facilitate the Initial Issue and Share Issuance Programme the Company will shortly publish a new Prospectus. Terms not otherwise defined in this announcement have the meanings given to them in the Prospectus.

Background

The Company has performed strongly since it listed on 15 December 2015, with its NAV per Ordinary Share (cum income) increasing by 61.5 per cent. from an initial reported NAV of 98.25 pence per Ordinary Share to 158.67 pence per Ordinary Share (at close on 4 January 2018) and the price of the Ordinary Shares has risen by 66 per cent. over this period. Since the start of 2017 to the close on 4 January 2018, the price of the Ordinary Shares has risen by 40.5 per cent. and the NAV per Ordinary Share (cum income) by 30.2 per cent. As announced on 4 January 2018, the Company will ultimately pay a total dividend of 3.45p per Ordinary Share in respect of the financial year to 31 October 2017, which represents growth of 15 per cent. over the total dividend paid in the preceeding  financial period.

Reasons for the Initial Issue

The Directors and Coupland Cardiff Asset Management LLP (the "Investment Manager") are encouraged by the investment performance of the Company and continue to see a compelling investment opportunity in Japanese equities, particularly given the Company's focus on delivering both capital growth and income generation. The Investment Manager has identified a strong pipeline of investment opportunities in Japan, with the potential for further investment in both existing portfolio companies and in stocks that are not currently held by the Company.

The Directors are keen to grow the Company through both underlying performance and the issue of further Ordinary Shares. The Directors believe that an increase in the size of the Company via the Share Issuance Programme would improve liquidity and enhance the marketability of the Company, resulting in a broader investor base which should enable the Company to grow, thereby spreading fixed costs over a larger capital base and reducing ongoing charges per share.

Details of the Initial Issue

Further to the general meeting of the Company held on 19 December 2017, the Company has authority to issue up to 100 million shares on a non pre-emptive basis pursuant to the Share Issuance Programme. Details of the Share Issuance Programme (including the Initial Issue) will be set out in a Prospectus expected to be published shortly.

Ordinary Shares issued in the Initial Issue will be issued subject to the terms and conditions set out in the Securities Note contained within the Prospectus. When issued, they will rank pari passu with the existing Ordinary Shares in issue, except they will not have the right to receive the second interim dividend declared for the financial period to 31 October 2017, as announced on 4 January 2018.

The issue price per Ordinary Share of any shares issued pursuant to the Initial Issue will be at a premium of 2.0% to the unaudited NAV per Ordinary Share (cum income) on the day that the Placing closes, which is expected to be 24 January 2018.

Applications will be made to the UK Listing Authority and to the London Stock Exchange for admission of the Ordinary Shares in the Company to be issued pursuant to the Initial Issue to the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective on 29 January 2018.

Commenting on the Initial Issue, Chairman of CC Japan Income & Growth Trust plc, Harry Wells, said:

"The Company has delivered strong performance for investors since its IPO.  The favourable structural trends that support investment in Japanese equities, at both the individual company and country levels, remain very much in place and the Investment Manager's investment approach has fulfilled expectations.  The Board  is committed to  growing the Company and this placing and retail offer should  further improve liquidity and marketability as well as broadening the investor base."

Expected timetable

Publication of the new Prospectus	Early January 2018
Publication of the results of the Initial Issue	25 January 2018
Admission of and dealings in new Ordinary Shares	29 January 2018

Peel Hunt LLP ("Peel Hunt") is acting as sole sponsor, broker, placing agent and intermediaries offer adviser to the Company.

The Company's LEI is: 549300FZANMYIORK1K98

For further information please contact:

Coupland Cardiff Asset Management LLP Richard Cardiff Telephone: [phone] Peel Hunt LLP Luke Simpson (Corporate Broking) Mark Thompson (Sales) Chris Bunstead Ben Nott Kathy Boate (Intermediaries) Sohail Akbar Telephone: [phone] Cornerstone Communications - Financial PR Ben Larter Telephone: [phone]

Disclaimer

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Coupland Cardiff Asset Management LLP solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

This announcement is an advertisement and does not constitute a prospectus and investors must  subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus to be published by the Company in due course (and in any supplementary prospectus) and not in reliance on this announcement. The Prospectus is expected to be available shortly on the Company's website (via www.ccjapanincomeandgrowthtrust.com), subject to certain access restrictions, for inspection at the Company's registered office at Mermaid House, 2 Puddle Dock, London EC4V 3DB, and at the National Storage Mechanism via www.morningstar.co.uk/uk/NSM. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company and investors should refer to the Prospectus.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published.

Peel Hunt, which is authorised and regulated by the Financial Conduct Authority, is acting for the Company only in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Peel Hunt or advice to any other person in relation to the matters contained herein.

The shares of the Company have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold into or within the United States absent registration, except pursuant to an applicable exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom). Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The shares of the Company will be offered outside of the United States pursuant to the provisions of Regulation S of the Securities Act. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom) or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom). The Share Issuance Programme (including the Initial Issue), and the distribution of this announcement, in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the Investment Manager and Peel Hunt expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority, the EU Market Abuse Regulation or other applicable laws, regulations or rules.

 

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