17 September 2024

LEI: 213800JOFEGZJYS21P75

Nippon Active Value Fund plc

Trancom Tender Offer

Portfolio company actions

Nippon Active Value Fund plc ("NAVF"), targeting attractive returns by active engagement with undervalued Japanese equities, is delighted to today announce that K.K. BCJ-86 (the "Offering Vehicle"), an entity which is indirectly owned by BCPE Nexus Cayman L.P., a fund that receives investment advice from Bain Capital Private Equity, LP has announced the launch of a tender offer to acquire all of the shares in Trancom Co., Ltd. ("Trancom") excluding certain shares held by the founder family of Trancom (the "Tender Offer"), and that NAVF has agreed to tender its existing holding in Trancom in the Tender Offer as part of the MBO transaction.

NAVF is pleased that following the de-listing of Trancom, NAVF and certain co-investors in Trancom (Dalton Investments, Inc. and NAVF Select LLC, the "Co-Investors") have agreed with the Offering Vehicle that NAVF and the Co-Investors will reinvest an amount of their tender offer proceeds for, indirectly, a total of 10 per cent. of the unlisted equity in a holding company of the Offering Vehicle (the "Reinvestment"). The precise terms of the Reinvestment are subject to good faith discussions between NAVF, the Co-Investors and the holding company of the Offering Vehicle.

Furthermore, pursuant to the tender agreement Mr Shiro Hayashi will be appointed as a director of the holding company of the Offering Vehicle. Shiro Hayashi is a Partner of Dalton Investments, Inc ("Dalton") (an affiliate of the Company's investment adviser, Rising Sun Management Limited), and CEO of Dalton's Tokyo research office, Dalton Advisory KK.  

As part of its investment mandate, NAVF is permitted to hold up to 10 per cent. of NAV in unlisted investments.

Although it is NAVF's strategy to invest in Japanese public equities, through its successful engagement with portfolio companies, and as a result of corporate actions it is expected that a small proportion of the overall portfolio may be invested in unlisted entities. NAVF believes that Trancom has a bright future under its new ownership, a future which NAVF is pleased to remain part of.

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 About NAVF

Nippon Active Value Fund ("NAVF") is an Investment Trust listed on the Premium Segment of the London Stock Exchange. The investment advisor of the Fund is Rising Sun Management Limited. NAVF is targeting attractive levels of capital growth for shareholders from the active management of a focused portfolio of (predominantly) quoted Japanese equity investments. Rising Sun Management Limited, with its local presence in Tokyo targets companies which are attractive, undervalued and have a substantial proportion of their market capitalisation held in cash and/or listed securities and/or realisable assets.