The Prospect Japan Fund Ltd Regarding Subsidiary Sale of Stock Acquisition Rights of Parent Company
ST. PETER PORT, Guernsey, November 10, 2017 /PRNewswire/ --
The Company announces approval of the partial sale the 3rd stock acquisition rights of the parent company (Company) held by The Prospect Japan Fund Limited ("TPJF"), a wholly owned subsidiary of the Company.
1. Subsidiary company name
The Prospect Japan Fund Limited
2. Summary of sale
Sale date 20 November 2017 (planned) Stock Acquisition Right to be The Company's 3rd Stock Acquisition Right sold (hereinafter referred to as "SAR") Number of SARs to be sold 235 units (１unit gives the right to acquire 109,756 shares) Sale amount JPY 417,072.8 per unit (JPY 3.8 per share) Number of potential shares 25,792,660 shares related to SARs to be sold Total sale amount JPY 98,012,108 Exercise price JPY 49.2 per share Total exercise amount JPY 1,268,998,872 Method of sale Sale to single investor in the overseas market (hereinafter referred to as "the buyer") Buyer Arrowsmith Fund, Ltd. (Located in British Virgin Islands) There is no business relationship between the Company and the buyer. Other Agreed by written document on 10 November 2017 (planned) (1) the buyer must not exercise the rights to have a voting right holding ratio of 20% or more or to become a "other affiliated company" of the Company, (2) the buyer will make all reasonable effort not to exercise the right to hold the voting right holding ratio of 10% or more. The Company assumes that we receive a statement from the seller in the same manner that there is no intention of affecting management control of the Company through holding of shares.
3. Reason for sale
Under the provisions of Article 135 of the Companies Act (Prohibition of Acquisition of Parent Company's Shares), TPJF, a subsidiary, will dispose of the Stock Acquisition Rights as it cannot acquire parent company shares (Company shares) through the exercise of the Stock Acquisition Rights.
4. Future forecasts
There is no serious impact on our business results from this transaction.
Company Name: Prospect Company Limited
Representative: President and CEO Curtis Freeze
(Security Code: 3528 TSE 2nd Section)