01/11/2019 | Press release | Distributed by Public on 01/11/2019 01:07
11 January 2019
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 OR TO PROFESSIONAL INVESTORS IN IRELAND)
CC Japan Income & Growth Trust plc
Publication of Circular and Notice of General Meeting
CC Japan Income & Growth Trust plc (the 'Company') announces that it has today published a shareholder circular (the 'Circular') to convene a general meeting (the 'General Meeting') to be held on 4 February 2019. The purpose of the meeting is to extend the Company's authority to allot new ordinary shares ('New Ordinary Shares') on a non-pre-emptive basis.
On 9 January 2018, the Company published a prospectus relating to the creation of a share issuance programme of up to 100 million Ordinary Shares (the '2018 Share Issuance Programme'). The Company was given authority to issue Ordinary Shares in connection with the 2018 Share Issuance Programme at a general meeting of the Company held on 19 December 2017. The Company's ability to issue Ordinary Shares pursuant to the 2018 Share Issuance Programme expired on 8 January 2019.
The Company is currently only able to issue a further 8,907,800 Ordinary Shares (representing 6.9 per cent. of its issued share capital (excluding treasury shares) as at the date of the Circular) non-pre-emptively under its existing authorities. Therefore, the Board is seeking Shareholder approval at the General Meeting to enable the Company to issue up to a further 16,932,556 New Ordinary Shares non-pre-emptively. This will permit the Company to issue up to 20 per cent. of its issued share capital, being 25,840,356 New Ordinary Shares as at the date of the Circular, without being required to publish a prospectus, subject to certain restrictions regarding public offerings.
If the Resolutions are passed (and assuming there are no issues of Ordinary Shares between now and the date of the General Meeting), the Company will be permitted to issue up to 25,840,356 Ordinary Shares in aggregate (representing 20 per cent. of the current issued share capital (excluding treasury shares) of the Company) to investors without first having to offer them, pro rata, to Shareholders, with such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2019.
If approved, this authority may be used to carry out a series of placings or tap issues, providing the Company with the ability to issue New Ordinary Shares over a period of time. Any issuance of New Ordinary Shares pursuant to this authority will be at a premium to the prevailing Net Asset Value per Ordinary Share (cum income) at the time of issue, with such premium intended to cover the costs and expenses of the relevant issue.
Full details of the resolutions to be voted on by shareholders of the Company at the General Meeting, to be held at 2.45 p.m. on 4 February 2019, at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH, are contained within the Circular.
Copies of the Circular will shortly be available for inspection at the Company's registered office (Mermaid House, 2 Puddle Dock, London EC4V 3DB) and via the Company's website (www.ccjapanincomeandgrowthtrust.com). The Circular will also shortly be available via the National Storage Mechanism (www.morningstar.co.uk/uk/NSM).
The Company's LEI is: 549300FZANMYIORK1K98
PraxisIFM Fund Services (UK) LimitedAnthony Lee
020 7653 9690
Peel Hunt LLP
020 7418 8900
This announcement does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor.
Peel Hunt LLP ('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.
Apart from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, none of the Company, Coupland Cardiff Asset Management LLP (the 'Investment Manager') or Peel Hunt nor any of their respective affiliates accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Manager and Peel Hunt and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.