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Mourant Ozannes has advised long-standing LSE listed client, The Prospect Japan Fund Limited (TPJF), on its recommended takeover by Japanese-based Prospect Co., Ltd (Prospect). The offer was an all-share offer of Japanese listed shares – believed to be the first of its kind in the UK – and it was completed via a Guernsey scheme of arrangement.
The transaction included various unique elements including devising bespoke settlement mechanics to comply both with the requirements of the Takeover Code and Japanese requirements and a combination of legal undertakings and post-offer intention statements (under the Takeover Code) for the benefit of shareholders in TPJF.
The transaction values TPJF at US$147 million and the offer price under the scheme represented a premium of approximately 71.05% to the 3 month volume weighted average price of TPJF shares before the start of the offer period. The scheme will result in TPJF shareholders owning approximately 57.6% of the enlarged Prospect group.
Mourant Ozannes Partner Caroline Chan led the team advising TPJF, assisted by corporate Counsel Alex Davies and corporate Associate Alana Nisbet, with litigation Partner Abel Lyall assisted by litigation Associate Ryan Hallett. TPJF was also advised by Herbert Smith Freehills LLP in London.
Caroline said: "We have acted for The Prospect Japan Fund Limited for an extended period of time and are proud to have worked alongside the board and onshore counsel Herbert Smith Freehills on this deal. Given the jurisdictions involved and the all-share offer of Japanese paper, this is a unique transaction and further demonstration of the increased takeover activity currently being experienced in Guernsey."
This transaction is the fifth public M&A transaction successfully completed by Mourant Ozannes in 2017 for a combined total of approximately £1.56 billion, excluding the successful opposition to the sanction of an oppressive scheme of arrangement in the Guernsey Court of Appeal in May 2017. The TPJF transaction again firmly establishes Mourant Ozannes as the leading legal advisor in Guernsey for high-level friendly and hostile mergers and acquisitions transactions.
