NIPPON ACTIVE VALUE FUND PLC — Capital/Financing Update 2023

Sep 1, 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction.

LR2.2.10(2) A1.1.5 A4.1.6 A11.1.5

A1.1.1 A1.1.2 A11.1.1 A11.1.2

LR2.2.3 LR2.2.9(1)

This Prospectus comprises a prospectus relating to Nippon Active Value Fund plc (the "Company") in connection with the issue of Ordinary Shares and/or C Shares in the Company, prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority made pursuant to section 73A of FSMA. This Prospectus has been approved by the Financial Conduct Authority as competent authority under the UK Prospectus Regulation. The Financial Conduct Authority only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer that is the subject of this Prospectus, nor should it be considered as an endorsement of the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the New Shares.

Potential investors are recommended to seek advice from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under FSMA if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser before investing in the Company. Potential investors should read the entire Prospectus and, in particular, consider the risk factors relating to the Company set out on pages 11 to 22 of this Prospectus.

NIPPON ACTIVE VALUE FUND PLC

(Incorporated and registered in England and Wales with registered number 12275668 and registered as an investment company under section 833 of the Companies Act 2006 (as amended))

Prospectus relating to the issue of New Shares pursuant to a scheme of reconstruction of abrdn Japan Investment Trust plc under section 110 of the Insolvency Act 1986

and

the issue of New Shares pursuant to a scheme of reconstruction of

Atlantis Japan Growth Fund Limited under section 391(1)(b) of the Companies (Guernsey) Law, 2008

and

a Placing Programme of up to 250 million Ordinary Shares and/or C Shares

and Admission of the Existing Shares and New Shares to the Financial Conduct Authority's Official List and to trading on the Premium Segment of the Main Market of the London Stock Exchange

Investment Adviser

Rising Sun Management Ltd.

Financial Adviser and sole sponsor in connection with the Migration

Joh. Berenberg, Gossler & Co. KG, London Branch

Joint Bookrunners

Shore Capital Stockbrokers Limited and Joh. Berenberg, Gossler & Co. KG, London Branch

The Company, whose registered office appears on page 43 of this Prospectus, and the Directors and the Proposed Directors, whose names appear on page 43 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company, the Directors and the Proposed Directors, the information contained in this Prospectus is in accordance with the facts and the Prospectus makes no omissions likely to affect its import.

Subject to Shareholder approval of the New Investment Policy at the NAVF General Meeting, applications will be made to the FCA and the London Stock Exchange for (i) the Existing Shares; and (ii) any Ordinary Shares and C Shares issued pursuant to the AJIT Scheme, the AJG Scheme or the Placing Programme, to be admitted to the Official List under Chapter 15 of the Listing Rules and to trading on the premium segment of the Main Market of the London Stock Exchange.

Subject to the AJIT Scheme becoming unconditional, it is expected that Admission in relation to the AJIT Scheme will become effective and dealings in the New Shares issued pursuant to the AJIT Scheme will commence on 11 October 2023. The timetable for implementation of the AJG Scheme (including the date of the proposed Admission and commencement of dealings in the New Shares to be issued pursuant to the AJG Scheme) will be announced by way of an RIS announcement following the publication of the AJG Circular. It is expected that Admissions in respect of the Placing Programme will become effective, and that dealings for normal settlement in New Shares issued pursuant to the Placing Programme will take place, between 1 September 2023 and 30 August 2024.

The International Security Identification Number for the Ordinary Shares to be admitted to trading in connection with the Schemes and any Placing is GB00BKLGLS10. The ISIN for any tranches of C Shares to be issued by the Company under the Placing Programme will be published by the Company at the appropriate time.

Neither the Ordinary Shares nor the C Shares are dealt in on any other Recognised Investment Exchange and no other such applications have been made or are currently expected.

If the Migration is not completed, the Company's Existing Shares will continue to be traded on the Specialist Fund Segment. The Specialist Fund Segment securities are not admitted to the Official List of the Financial Conduct Authority. Therefore the Company has not been required to satisfy the eligibility criteria for admission to listing on the Official List and is not required to comply with the Financial Conduct Authority's Listing Rules. The London Stock Exchange has not examined or approved the contents of this Prospectus. The Specialist Fund Segment is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk of investing in companies admitted to the Specialist Fund Segment. Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") which is authorised by the German Federal Financial Authority (BaFin) and which is authorised and regulated by the Financial Conduct Authority (FCA number 959302), is acting exclusively for the Company and for no-one else as financial adviser and joint bookrunner in relation to the Schemes and the Placing Programme and as sponsor in relation to the Migration. Berenberg will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Schemes or the Placing Programme and the other arrangements referred to in this Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Schemes or the Placing Programme, the contents of this Prospectus or any transaction or arrangement referred to in this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed on Berenberg by FSMA or the regulatory regime established thereunder, Berenberg does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, any Admission, the Schemes or the Placing Programme or any transaction or arrangement referred to in this Prospectus. Berenberg (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, the Schemes and/or the Placing Programme or any transaction or arrangement referred to in this Prospectus.

Shore Capital Stockbrokers Limited ("Shore Capital"), which is authorised and regulated by the Financial Conduct Authority (FCA number 1446629), is acting exclusively for the Company as joint bookrunner and for no one else in relation to the Placing Programme. Shore Capital will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Placing Programme and the other arrangements referred to in this Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Placing Programme, the contents of this Prospectus or any transaction or arrangement referred to in this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital by FSMA or the regulatory regime established thereunder, Shore Capital does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, any Admission or the Placing Programme or any transaction or arrangement referred to in this Prospectus. Shore Capital (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares and/or the Placing Programme or any transaction or arrangement referred to in this Prospectus.

Overseas Shareholders

The distribution of this Prospectus in certain jurisdictions may be restricted by law. No action has been taken by the Company, Shore Capital or Berenberg that would permit an offer of New Shares or possession or distribution of this Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The New Shares described in this Prospectus have not been, and will not be, registered under the relevant securities laws of any EEA State (other than any EEA member state where the New Shares are lawfully marketed), Canada, Australia, the Republic of South Africa or Japan or their respective territories or possessions. Accordingly, the New Shares may not (unless an exemption from such legislation or such laws is available) be offered, sold or delivered, directly or indirectly, in or into any EEA State (other than any EEA member state where the New Shares are lawfully marketed), Canada, Australia, the Republic of South Africa or Japan or their respective territories or possessions.

The New Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and the New Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) ("U.S. Persons"). There will be no public offer of the New Shares in the United States.

The New Shares to be issued pursuant to the AJIT Scheme and/ or the AJG Scheme are being offered and sold solely (i) outside the United States to persons who are not U.S. Persons in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act ("Regulation S"); and (ii) within the United States to, or to U.S. Persons that are, both "Accredited Investors" ("AIs") as defined in Rule 501(a) of Regulation D under the Securities Act and "qualified purchasers" ("QPs") as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The New Shares to be issued pursuant to the Placing Programme will be offered and sold solely (i) outside the United States to persons who are not U.S. Persons in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act ("Regulation S"); and (ii) within the United States to, or to U.S. Persons that are, both "Qualified Institutional Buyers" ("QIBs") as defined in Rule 144A under the Securities Act and "qualified purchasers" ("QPs") as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The Company will not be registered under the Investment Company Act and investors will not be entitled to the benefits of such legislation. Persons resident in territories other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents or need to observe any formalities to enable them to apply for, acquire, hold or dispose of the New Shares.

In particular, the attention of persons resident in the United States, any EEA State (other than any EEA member state where the New Shares are lawfully marketed), Canada, Australia, the Republic of South Africa or Japan is drawn to paragraph 11 of Part 2 (Important Information) of this Prospectus. This Prospectus does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for New Shares in any jurisdiction in which such offer or solicitation is unlawful.

1 September 2023

CONTENTS

	Page
PROSPECTUS REGULATION SUMMARY	4
PART 1 RISK FACTORS	11
PART 2 IMPORTANT INFORMATION	23
PART 3 MIGRATION	36
PART 4 EXPECTED TIMETABLE, STATISTICS AND DEALING CODES	41
PART 5 DIRECTORS, INVESTMENT ADVISER AND ADVISERS	43
PART 6 INFORMATION ON THE COMPANY	46
PART 7 DIRECTORS, MANAGEMENT AND ADMINISTRATION	57
PART 8 INVESTMENT APPROACH, STRATEGY AND PROCESS	72
PART 9 CURRENT PORTFOLIO	85
PART 10 FINANCIAL INFORMATION	89
PART 11 THE AJIT SCHEME	92
PART 12 THE AJG SCHEME	102
PART 13 PLACING PROGRAMME	112
PART 14 UNITED KINGDOM AND JAPANESE TAXATION	119
PART 15 GENERAL INFORMATION	124
PART 16 DEFINITIONS AND INTERPRETATION	154
PART 17 TERMS AND CONDITIONS OF APPLICATION UNDER A PLACING PURSUANT TO THE PLACING PROGRAMME	167
APPENDIX 1 GIPS DALTON JAPAN LONG ONLY PRESENTATION	178
ANNEX 1 PRE-INVESTMENT DISCLOSURES	181
ANNEX 2 FORM OF ACCREDITED INVESTOR/QUALIFIED PURCHASER INVESTOR LETTER	186
ANNEX 3 PROPOSED CHANGES TO INVESTMENT POLICY	195

PROSPECTUS REGULATION SUMMARY

INTRODUCTION AND WARNINGS

The name of the issuer is Nippon Active Value Fund plc (the "Company"). The Company's legal entity identifier is 213800JOFEGZJYS21P75 and its registered office is at 6th Floor, London Wall, London EC2Y 5AS. The International Security Identification Number ("ISIN") for the ordinary shares of the Company ("Ordinary Shares") to be admitted to trading in connection with: (i) the scheme of reconstruction of abrdn Japan Investment Trust Plc ("AJIT") (the "AJIT Scheme"); (ii) the scheme of reconstruction of Atlantis Japan Growth Fund Limited ("AJG") (the "AJG Scheme", and together with the AJIT Scheme the "Schemes"); and/or (iii) any issue of new ordinary shares pursuant to the placing programme (the "Placing Programme") is GB00BKLGLS10. The ISIN for any tranches of C shares in the Company ("C Shares") to be issued by the Company under the Placing Programme will be published by the Company at the appropriate time. The competent authority which approved this prospectus (the "Prospectus") on 1 September 2023 is the Financial Conduct Authority ("FCA") of 12 Endeavour Square, London E20 1JN United Kingdom.

PR7.3 PR7.4(a) PR7.5

PR7.4(b)

PR7.6(a)

The summary should be read as an introduction to the Prospectus. Any decision to invest in the Ordinary Shares or C Shares should be based on a consideration of the Prospectus as a whole by the investor. An investor could lose all or part of the capital invested. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

KEY INFORMATION ON THE ISSUER

Who is the issuer of the securities?

The issuer is Nippon Active Value Fund plc, a public company limited by shares incorporated under the laws of and domiciled in England and Wales. The LEI of the Company is 213800JOFEGZJYS21P75. The principal legislation under which the Company operates is the Companies Act 2006 (as amended from time to time) (the "Act") and regulations thereunder. The Company does not have a fixed winding-up date.

Investment objective

The current investment objective of the Company is as follows:

"The investment objective of the Company is to provide Shareholders with attractive capital growth through the active management of a focused portfolio of quoted companies which have the majority of their operations in, or revenue derived from, Japan and that have been identified by the Investment Adviser as being undervalued.".

Subject to shareholder approval of the proposed new investment policy of the Company at the general meeting of the Company to be held on 20 September 2023, the investment objective of the Company will be as follows:

"The investment objective of the Company is to provide Shareholders with attractive long-term capital growth primarily through the active management of a focused portfolio of quoted companies that have the majority of their operations in, or revenue derived from, Japan, or a majority of whose consolidated net assets are held in Japan, or that are included in the TOPIX, and that have been identified by the Investment Adviser as being undervalued.".

Major Shareholders

As at 31 August 2023, being the latest practicable date prior to publication of this Prospectus, the Company has been formally notified of the following interests in the Company's Ordinary Shares, comprising three per cent. or more of the issued share capital of the Company:

		Percentage of
	Ordinary	issued share
Shareholder	Shares	capital
Rosenwald Clients 1607 Capital Partners, LLC	38,460,001 5,135,153	34.03 per cent. 4.54 per cent.

Rosenwald Capital Management, Inc. and its affiliates and clients (together, the "Rosenwald Clients") hold 34.03 per cent. of the voting rights in the Company. The Rosenwald Clients are therefore able to exercise control over the Company to the extent that they are able to prevent special resolutions of the Company, which require a 75 per cent. majority to pass, from being passed. Although the Rosenwald Clients do not possess sufficient voting control to pass ordinary resolutions of the Company (which require a simple majority to pass) on their own, their position on the passing (or not) of ordinary resolutions is likely to have a significant bearing on whether such resolutions are passed. So far as the Company is aware, no Rosenwald Client is a shareholder in AJIT or AJG and therefore no Rosenwald Client will acquire any New Shares pursuant to either Scheme. It is expected that the Rosenwald Clients will not participate in the Placing Programme and that, therefore, their interests in the Company will be diluted to 7.80 per cent. of the total issued share capital of the Company (assuming that 380 million Ordinary Shares are issued pursuant to the Schemes and the Placing Programme in aggregate). If that were to occur then Rosenwald alone would not be able to prevent special resolutions being passed, but would still possess significant influence over the passing (or not) of ordinary and special resolutions. There will be no dilution to the Rosenwald Clients' holding of Ordinary Shares as a result of the issue of any C Shares until the conversion of those C Shares into Ordinary Shares. The dilution of the Rosenwald Clients' holding at that point will be determined by the conversion ratio applied at that time.

Other than as set out above, the Company is not aware of any person who directly or indirectly, jointly or severally, exercises or could exercise control over the Company. The Company is not aware of any arrangement, the operation of which may at a subsequent date result in a change of control of the Company.

The Company's directors are Rosemary Morgan, Chetan Ghosh, Ayako Weissman, Rachel Hill and Alicia Ogawa, who are non-executive directors of the Company and considered to be independent. If the AJIT Scheme is implemented, Claire Boyle will also join the board as a non-executive director. If the AJG Scheme is implemented, Noel Lamb will also join the board as a non-executive director. Claire Boyle and Noel Lamb are each considered to be independent. The Company does not have any managing directors.

The Company has no employees and all the Directors are (and the proposed directors, if appointed, would be) appointed on a non-executive basis. Therefore, the Company is reliant on third party service providers in order to achieve its investment objective. The Company's service providers include: (i) FundRock Management Company (Guernsey) Limited, which has been appointed as the Company's alternative investment fund manager ("AIFM"). In its role as AIFM to the Company, it is responsible for the Company's portfolio management and risk management in accordance with the Investment Policy, subject to the overall policies, supervision and review of the Board; Rising Sun Management Ltd. (the "Investment Adviser" or "Rising Sun"), which has been appointed by the AIFM and the Company as Investment Adviser to provide investment advisory services to the AIFM and the Company; Apex Listed Companies Services (UK) Limited, which has been appointed by the Company as administrator and company secretary; and BDO LLP, the Company's auditors.

PR7.6(b)

What is the key financial information regarding the issuer?

Save as set out below, the tables below set out the summary financial information of the Company extracted without material adjustment from (i) the audited report and accounts of the Company for the financial year ended 31 December 2022 (the "2022 Annual Report"); (ii) the audited report and accounts of the Company for the financial year ended 31 December 2021 (the "2021 Annual Report"); (iii) the audited report and accounts of the Company for the period from incorporation on 22 October 2019 to 31 December 2020 (the "2020 Annual Report", and together with the 2022 Annual Report and the 2021 Annual Report the "Annual Reports")); (iv) the unaudited interim report for the six month period ended 30 June 2023 (the "2023 Interim Report"); and (v) the unaudited interim report for the six month period ended 30 June 2022 (the "2022 Interim Report"). The Annual Reports have been prepared in accordance with International Financial Reporting Standards as adopted in the United Kingdom. The 2023 Interim Report and the 2022 Interim Report, which have not been reviewed by an independent auditor, have been prepared in accordance with International Accounting Standard 34: Interim Financial Reporting.

Additional information

The data set out in the table below is as at the date of the latest published net asset value, being 30 August 2023.

				No. of
Share Class			Total NAV	shares/units	NAV/share
Ordinary			£168,009,802	113,021,433	148.7p
Income statement
		For the year		The six	The six
	For the year	ended	22 October	months ended	months ended
		ended 31 December	2019 to	30 June	30 June
	31 December	2021	31 December	2023	2022
	2022 (audited)		(audited) 2020 (audited)	(unaudited)	(unaudited)
	(£'000)	(£'000)	(£'000)	(£'000)	(£'000)
Gains/(losses) on investments	1,274	26,666	15,737	9,520	(18,755)
Income	5,487	3,512	1,996	2,751	3,456
Foreign exchange gains/(losses)	938	(1,770)	(2,070)	41	(466)
Investment adviser fees	(1,243)	(1,079)	(783)	(694)	(634)
Other operational expenses	(812)	(713)	(691)	(646)	(112)
Profit/(loss) before taxation	5,644	26,616	14,189	10,972	(16,511)
Taxation	(549)	(351)	(202)	(277)	(345)
Profit/(loss) and comprehensive
income for the period	5,095	26,265	13,987	10,695	(16,856)
Earnings/(loss) per share (pence)	4.51p	25.26p	18.84p	9.46p	(14.92p)

Balance sheet

			Audited annual
			report for the
		Audited	period from
	Audited annual	annual	incorporation
	report for the	report for the	on 22 October	The six	The six
	year ended	year ended	2019 to	months ended	months ended
	31 December	31 December	31 December	30 June 2023	30 June 2022
	2022	2021	2020	(unaudited)	(unaudited)
	(£'000)	(£'000)	(£'000)	(£'000)	(£'000)
Total net assets	158,745	155,854	116,986	165,824	136,794

The Prospectus does not include any pro forma financial information. The audit reports included in the financial information described above in relation to the periods from incorporation on 22 October 2019 to 31 December 2022 contain no qualifications.

What are the key risks that are specific to the issuer?

Prior to investing in the New Shares, prospective investors should consider the associated risks. The key risks specific to the Company which are known to the Directors are detailed below:

PR7.6(c) PR7.10

PR7.4(c)

PR7.7(a)

• (a) The Company has no employees and the Directors are appointed on a non-executive basis so the Company is reliant on third party service providers in order to achieve its investment objective. The Company also depends on the diligence, skill and business contacts of the Rising Sun management team. The Company's future success depends on the continued service of these individuals, who are not obligated to remain employed by Rising Sun.
• (b) The past performance of the Company or other investments managed, advised or operated by the Rising Sun management team cannot be relied upon as an indicator of the future performance of the Company. Investor returns will be dependent upon the Company successfully pursuing the Investment Policy. Therefore, the success of the Company will depend, among other things, on Rising Sun's ability to identify, acquire and realise investments in accordance with the Investment Policy and, once acquired, to effectively monitor those investments. The acquisition of investments, will, in turn, depend on the ability of Rising Sun to apply its investment processes in a way which is capable of identifying suitable investments for the Company to invest in. There can be no assurance that Rising Sun will be able to do so or that the Company will be able to invest the Company's assets on attractive terms or generate any investment returns for Shareholders or indeed avoid investment losses.
• (c) If the investment advisory agreement (pursuant to which Rising Sun is appointed as the Company's investment adviser) is terminated and a suitable replacement is not secured in a timely manner, this could have an adverse effect on the value of the portfolio, the Company's financial condition, results of operations and prospects, with a consequential adverse effect on the returns to Shareholders and the market value of the Shares.
• (d) Shareholder activism, which forms a key element of the Company's investment strategy, has not been common in Japan and there is no guarantee that the management of portfolio companies will be receptive to the Company's attempts to encourage reform and deliver better value to shareholders.
• (e) The Company will continue to invest in a highly selective portfolio of shares issued by quoted companies that have the majority of their operations in, or revenue derived from, Japan or a majority of whose consolidated net assets are held in Japan, or that are included in the TOPIX. Investing in a single country is generally considered a higher risk investment strategy than investing more widely, as it exposes the investor to the fluctuations of a single geographical market and currency, in this case the Japanese market and the Yen.

KEY INFORMATION ON THE SECURITIES

What are the main features of the securities?

Description of securities

The securities which the Company may issue pursuant to the Schemes are Ordinary Shares of £0.01 each, whose ISIN is GB00BKLGLT27. The securities which the Company intends to issue pursuant to the Placing Programme are (i) Ordinary Shares of £0.01 each, whose ISIN is GB00BKLGLT27, and tranches of C Shares of £0.10 each, whose ISINs will be published in each case by the Company at the appropriate time. The Ordinary Shares are, and any C Shares to be issued pursuant to the Placing Programme will be, denominated in sterling and the issue price for any New Shares issued pursuant to the Schemes and the Placing Programme will be payable in sterling.

Set out below is the issued share capital of the Company as at the date of this Prospectus. All Ordinary Shares in issue are fully paid up.

	Aggregate Nominal
	Value (£)	Number
Ordinary Shares	1,130,214.33	113,021,433

Rights attaching to the Ordinary Shares

Dividend rights: All Ordinary Shares are entitled to participate in dividends which the Company declares from time to time in respect of the Ordinary Shares, proportionate to the amounts paid or credited as paid on such Ordinary Shares. Rights as respect to capital: On a winding-up or a return of capital, in the event that the Directors resolve to make a distribution to Shareholders, all Ordinary Shares are entitled to a distribution of capital in the same proportions as capital is attributable to them, after taking into account any net assets attributable to the C Shares in issue (if any). Voting rights: Every Shareholder will have one vote for each Ordinary Share held by it.

Rights attaching to the C Shares

Dividend rights: All C Shares are entitled to participate in dividends which the Company declares from time to time in respect of the C Shares, proportionate to the amounts paid or credited as paid on such C Shares. Rights as respect to capital: On a winding-up or a return of capital, if there are C Shares in issue, the net assets of the Company attributable to the C Shares will be divided pro rata among the holders of the C Shares. For so long as C Shares are in issue and without prejudice to the Company's obligations under the Act, the assets attributable to the C Shares will, at all times, be separately identified and will have allocated to them such proportion of the expenses or liabilities of the Company as the Directors fairly consider to be attributable to any C Shares in issue. Voting rights: Every Shareholder will have one vote for each C Share held by it.

Restrictions on the free transferability of the Shares

The Board may, in its absolute discretion and without giving a reason, refuse to register a transfer of any Share in certificated form or uncertificated form (subject to the Articles) which is not fully paid and on which the Company has a lien provided that this would not prevent dealings in the Shares of that class from taking place on an open and proper basis on the London Stock Exchange. In addition, the Board may refuse to register a transfer of Shares if in the case of certificated Shares (a) it is in respect of more than one class of Shares, (b) it is in favour of more than four joint transferees, (c) it is not duly stamped or duly certificated to the satisfaction of the Board as being exempt from stamp duty, (d) it is not delivered for registration to the registered office of the Company or such other place as the Board may decide, or (e) is not accompanied by the certificate for the Shares to which it relates and such other evidence of title as the Board may reasonably require. The Board may decline to register a transfer of an uncertificated share which is traded through the CREST system in accordance with the CREST Regulations where, in the case of a transfer to joint holders, the number of joint holders to whom uncertificated shares is to be transferred exceeds four.

Dividend policy

The Company's intention is to achieve its results primarily through capital appreciation. As such, no specific dividend policy has been established and any distributions will be made entirely at the discretion of the Board.

PR7.7(b)

PR7.7(d) PR7.10

PR7.4(d)

PR7.8(a)

Where will the securities be traded?

Subject to shareholder approval of the proposed new investment policy of the Company at the general meeting of the Company to be held on 20 September 2023, applications will be made to the London Stock Exchange for (i) all of the existing shares in the capital of the Company (the "Existing Shares"); and (ii) the New Shares to be issued pursuant to the Schemes and the Placing Programme from time to time, to be admitted to the Official List of the Financial Conduct Authority and to trading on the premium segment of the Main Market of the London Stock Exchange (the "Premium Segment"). If the migration of the Company's Existing Shares from the Specialist Fund Segment of the Main Market of the London Stock Exchange (the "Specialist Fund Segment") to the Premium Segment (the "Migration") is not completed, the Company's Existing Shares will continue to be traded on the Specialist Fund Segment.

What are the key risks that are specific to the securities?

The key risks relating to the New Shares which are known to the Directors are detailed below:

• (a) Rosenwald Capital Management, Inc., Dalton Investments LLC, Dalton Investments Inc. and their affiliates and their advisory clients (together, the "Rosenwald Clients") currently hold 34.03 per cent. of the total issued share capital of the Company. The precise shareholdings of the Rosenwald Clients following all Admissions in connection with the Schemes and Placing Programme will depend on the outcome of the Schemes and the Placing Programme as a whole, although it is expected that the Rosenwald Clients will not participate in the Schemes or the Placing Programme and that, therefore, their interests in the Company will be diluted to 7.80 per cent. of the total issued share capital of the Company (assuming that 380 million Ordinary Shares are issued pursuant to the Schemes and Placing Programme in aggregate). As a result, James B. Rosenwald, III may be in a position to influence, through the votes attaching to the Rosenwald Clients' shareholdings the outcome of matters relating to the Company. To the extent that the Rosenwald Clients' interests conflict with those of the other Shareholders, this may have a material adverse effect on the value of the Shares, the performance of the Company and the Company's returns to Shareholders.
• (b) Subject to the approval of Shareholders at the general meeting of the Company to be held on 20 September 2023, the Directors will be authorised to issue up to 65 million New Shares pursuant to the AJIT Scheme, up to 65 million New Shares pursuant to the AJG Scheme and up to 250 million New Shares pursuant to the Placing Programme on a nonpre-emptive basis. If the Directors decide to issue any shares on a non-pre-emptive basis, the proportions of the voting and economic rights held by holders of Shares on the date of the relevant admission will be diluted on the issue of such shares as each Share carries the right to one vote and an equal proportion of the economic interests in the Company.
• (c) The value of an investment in the Company is subject to normal market fluctuations and other risks inherent in investing in securities. The market price of the Shares may rise or fall rapidly and the Shares may trade at a discount to the net asset value attributable to them.

KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND ADMISSION TO TRADING ON A REGULATED MARKET

Under which conditions and timetable can I invest in this security?

Each Scheme is conditional on (i) completion of the Migration; (ii) the recommendation of the boards of the Company and AJIT or AJG (as applicable) to proceed with the relevant Scheme which may be withdrawn at any time (including, without limit, for material adverse change reasons); (iii) the passing of the resolutions to be proposed at the relevant general meetings of the Company and AJIT or AJG (necessary for the implementation of the relevant Scheme) or any adjournment of those meetings and upon any conditions of such resolutions being fulfilled; and (iv) Admission occurring in respect of the New Shares to be issued pursuant to the AJIT Scheme or the AJG Scheme (as applicable). Neither Scheme is conditional on the completion of the other Scheme.

Each Placing under the Placing Programme is conditional, amongst other things, on: (i) the requisite share allotment authorities of the Company being approved by Shareholders and not having been revoked or superseded; (ii) the Sponsor and Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms prior to the relevant Admission; and (iii) the Admission becoming effective not later than such time and/or date as the Company (in consultation with Shore Capital, Berenberg and the Investment Adviser) may agree (being not later than 8.00 a.m. on 30 August 2024). If any of these conditions are not met, the AJIT Scheme, the AJG Scheme and/or the Placing Programme (as applicable) will not proceed and an announcement to that effect will be made through a Regulatory Information Service.

Expected Timetable

NAVF General Meeting and Migration
NAVF General Meeting and adoption of New Investment Policy	9.30 a.m. on 20 September 2023
Expected admission of the Existing Shares to the Official List and to trading on the premium segment of the Main Market	8.00 a.m. on 21 September 2023
AJIT Scheme Timetable
First General Meeting of AJIT in relation to the AJIT Scheme	4.00 p.m. on 28 September 2023
AJIT Scheme Calculation Date	5.00 p.m. on 5 October 2023
Record date for entitlements under the AJIT Scheme	6.00 p.m. on 5 October 2023
Second General Meeting of AJIT in relation to the AJIT Scheme	3.00 p.m. on 10 October 2023
Announcement of results of the AJIT Scheme and respective FAVs per share	10 October 2023
Effective Date for the AJIT Scheme	10 October 2023
Admission of the Ordinary Shares pursuant to the AJIT Scheme	8.00 a.m. on 11 October 2023
CREST accounts credited in respect of Ordinary Shares issued in uncertificated form	8.00 a.m. on 11 October 2023
Certificates despatched in respect of Ordinary Shares issued in certificated form	Week commencing 16 October 2023
Placing Programme Timetable
Prospectus published and Placing Programme opens	1 September 2023
Publication of the Placing Programme Price in respect of each Placing undertaken	As soon as reasonably practicable following the closing of each Placing
Admission of the New Shares to be issued pursuant	8.00 a.m. on each day

to the Placing Programme and dealings commence New Shares are issued CREST accounts credited in respect of New Shares As soon as possible after issued in uncertificated form 8.00 a.m. on each day

Certificates despatched in respect of New Shares Approximately one week following issued in certificated form Admission of the relevant New Shares

New Shares are issued Placing Programme closes 30 August 2024*

Notes:

• * or, if earlier, the date on which all of the New Shares available for issue under the Placing Programme have been issued (or such other date as may be agreed between the Company, the Investment Adviser, Shore Capital and Berenberg (such agreed date to be announced by way of an RIS announcement)).
• (1) References to times above are to London times unless otherwise specified.
• (2) All times and dates in the expected timetable may be adjusted by the Company in consultation with Shore Capital and Berenberg. Any material changes to the timetable will be notified via an RIS.

The timetable for implementation of the AJG Scheme will be announced by way of an RIS announcement following the publication of the shareholder circular by AJG convening a general meeting of AJG Shareholders to obtain necessary approvals in connection with the AJG Scheme.

Schemes

Pursuant to the AJIT Scheme, in exchange for AJIT's assets being transferred to the Company, AJIT shareholders as of the record date (as set out in the timetable above) will be eligible to receive Ordinary Shares in the Company in accordance with the AJIT Scheme. Pursuant to the AJG Scheme, in exchange for AJG's assets being transferred to the Company, AJG shareholders as of the record date (as set out in the timetable to be published) will be eligible to receive Ordinary Shares in the Company in accordance with the AJG Scheme.

Placing Programme

The Company intends to implement a Placing Programme pursuant to which up to 250 million New Shares in aggregate may be issued under one or more non-pre-emptive placings over the 12-month period commencing on the date of this Prospectus. The Placing Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue Ordinary Shares and/or C Shares over a period of time. The last date on which Shares may be admitted to trading under the Placing Programme is 30 August 2024. An investor applying for new Ordinary Shares and/or C Shares in the Placing Programme may elect to receive new Ordinary Shares and/or C Shares in uncertificated form, if such investor is a system member in relation to CREST, or certificated form. Any placings under the Placing Programme are not conditional on completion of the Migration. If the Migration is not completed for any reason, the proceeds of any placings will be invested in accordance with the existing Investment Policy.

Scheme Dilution

Only certain AJIT Shareholders are eligible to participate in the AJIT Scheme, and only certain AJG Shareholders are eligible to participate in the AJG Scheme. Existing Shareholders (who are not eligible AJIT Shareholders or eligible AJG Shareholders) are not able to participate in either Scheme and will suffer a dilution to the percentage of the issued share capital that their current holding represents based on an actual number of New Shares issued. For the avoidance of doubt, net asset value per Ordinary Share will not be altered as a direct consequence of either Scheme becoming effective.

A11.9.1

PR7.8(c)

For illustrative purposes only, had the calculation date in respect of the AJIT Scheme been 5.00 p.m. on 30 August 2023 (being the latest practicable date prior to the publication of this Prospectus), assuming that no AJIT Shareholders exercise their right to dissent from participation in the AJIT Scheme, that the AJG Scheme had not become unconditional at that time, that Company costs in connection with the AJIT Scheme were £564,957, that AJIT costs in connection with the AJIT Scheme were £725,393 and that:

• (a) the maximum amount is elected for the cash option available under the AJIT Scheme, the conversion ratio would have been 4.54 and in aggregate 42,360,524 New Shares would have been issued to AJIT Shareholders under the AJIT Scheme, representing approximately 27.26 per cent. of the issued ordinary share capital of the enlarged Company, Existing Shareholders would have suffered a dilution of approximately 27.26 per cent. to their existing percentage holdings; or
• (b) all AJIT Shareholders had elected to receive New Shares, the conversion ratio would have been 4.52 and in aggregate 56,199,698 New Shares would have been issued to AJIT Shareholders under the AJIT Scheme, representing approximately 33.21 per cent. of the issued ordinary share capital of the enlarged Company, Existing Shareholders would have suffered a dilution of approximately 33.21 per cent. to their existing percentage holdings.

For illustrative purposes only, had the calculation date in respect of the AJG Scheme been 5.00 p.m. on 30 August 2023 (being the latest practicable date prior to the publication of this Prospectus), assuming that the AJIT Scheme had not become unconditional at that time, that Company costs in connection with the AJG Scheme were £462,942, that AJG costs in connection with the AJG Scheme were £699,935 and that:

• (a) the maximum amount is elected for the cash option available under the AJG Scheme, the conversion ratio would have been 1.28 and in aggregate 38,987,891 New Shares would have been issued to AJG Shareholders under the AJG Scheme, representing approximately 25.65 per cent. of the issued ordinary share capital of the enlarged Company, Existing Shareholders would have suffered a dilution of approximately 25.65 per cent. to their existing percentage holdings; or
• (b) all AJG Shareholders had elected to receive New Shares, the conversion ratio would have been 1.27 and in aggregate 51,725,204 New Shares would have been issued to AJG Shareholders under the AJG Scheme, representing approximately 31.40 per cent. of the issued ordinary share capital of the enlarged Company, Existing Shareholders would have suffered a dilution of approximately 31.40 per cent. to their existing percentage holdings.

Placing Programme Dilution

Assuming that 65 million new Ordinary Shares are issued pursuant to the AJIT Scheme, 65 million new Ordinary Shares are issued pursuant to the AJG Scheme and, subsequently to the Schemes, 250 million new Ordinary Shares or C Shares are issued pursuant to the Placing Programme, a Shareholder holding one per cent. of the Shares following the Schemes and not participating in the Placing Programme would suffer a dilution of 77.1 per cent. in their voting control of the Company after the completion of the Placing Programme. The voting rights may be further diluted on conversion of any C Shares depending on the applicable conversion ratio. However, because no Ordinary Shares will be issued at a discount to prevailing NAV, and the Company intends new Ordinary Shares to be issued pursuant to the Placing Programme will be issued at a premium to the last published cum income NAV per Ordinary Share, there will be no dilution in the NAV per Ordinary Share as a result of any subsequent issue under the Placing Programme.

Expenses of the Schemes and Placing Programme

The AJIT Scheme expenses are those that are necessary for the completion of the AJIT Scheme. The AJG Scheme expenses are those that are necessary for the completion of the AJG Scheme. The Placing Programme expenses are those that are necessary for the completion of the Placing Programme. If the AJIT Scheme does not proceed on the terms agreed or the required approvals are not obtained, then the Company and AJIT will bear their own costs. The Company's costs in connection with the AJIT Scheme are estimated at approximately £570,000. The Investment Adviser has agreed to pay for AJIT's costs to implement the AJIT Scheme up to a cap of £800,000. If the AJG Scheme does not proceed on the terms agreed or the required approvals are not obtained, then the Company and AJG will bear their own costs. The Company's costs in connection with the AJG Scheme are estimated at approximately £470,000. The Investment Adviser has agreed to pay for AJG's costs to implement the AJG Scheme up to a cap of £800,000.

The Placing Programme Price for Ordinary Shares issued pursuant to the Placing Programme will be at a premium to the prevailing NAV at the time of determination of the Placing Programme Price which, over the course of the Placing and the Placing Programme, is intended to cover the fixed costs of the Placing Programme. The final Placing Programme Price is to be determined by the Board at its discretion and will be announced via an RIS prior to an Admission in connection with the Placing Programme. It is expected that the costs of the Placing Programme will be recovered through the Placing Programme Price, although the recovery of all or any part of the costs cannot be guaranteed. The total costs and expenses of any Placing of C Shares under the Placing Programme will be borne out of the gross proceeds of such Placing.

No expenses or taxes will be charged directly by the Company to investors.

Why is this prospectus being produced?

Reasons for the Schemes and Placing Programme

The Board believes that the issue of New Shares pursuant to the Schemes and, potentially, pursuant to the Placing Programme, has the following benefits to Shareholders: (i) Shareholders will immediately benefit from an enlarged capital base; (ii) the implementation of the Schemes will result in an enlarged and more diverse portfolio of assets which the Investment Adviser is well placed to manage (given its experience); (iii) it will result in a reduction of the estimated pro forma ongoing charges ratio of the Company; (iv) the increase in the size of the Company should mean that the Ordinary Shares have enhanced liquidity in the secondary market; (v) the Company will be able to deploy additional capital at an advantageous time; (vi) a larger capital base will allow the Investment Adviser to pursue its activist strategy in opportunities involving companies with larger capitalisations; and (vii) the Investment Adviser will be able to have more effective conversations with investee companies (on the basis of the Company having more firepower to build stakes in these companies).

The Existing Shares are admitted to the Specialist Fund Segment. Subject to completion of the Migration, (i) the Existing Shares; and (ii) any New Shares to be issued pursuant to the AJIT Scheme, the AJG Scheme and/or the Placing Programme, will be admitted to the Official List and to trading on the Premium Segment. This Prospectus has been published in order to permit the New Shares to be issued pursuant to the AJIT Scheme, the AJG Scheme and/or the Placing Programme to be admitted to the Official List under Chapter 15 of the Listing Rules and to trading on the Premium Segment (or in the case of the Placing Programme only, and only if the Migration is not completed, for New Shares to be admitted to trading on the Specialist Fund Segment).

The use and estimated net amount of proceeds

The proceeds of each placing under the Placing Programme (net of costs) will be invested by the Company in accordance with the Investment Policy. The assets to be received by the Company pursuant to the Schemes will be managed in accordance with the Investment Policy, and may be realised over time and redeployed into more activist opportunities. The net proceeds of the Placing Programme are dependent on the number of new Ordinary Shares and/or C Shares issued pursuant to the Placing Programme and the applicable Placing Programme Price of any new Ordinary Shares issued.

Underwriting

No placing will be underwritten.

Conflicts of Interest

As at the date of this Prospectus, as far as the Company is aware the only material potential conflicts of interest which any of the service providers to the Company may have as between their duty to the Company and duties owed by them to third parties and their own interest are as follows: (i) James B. Rosenwald, III is the chief investment officer at Rising Sun. Mr Rosenwald is also a co-founder and the managing partner of Dalton Investments LLC, which is the ultimate parent of Dalton Advisory KK, a firm engaged to provide investment research and analysis to Rising Sun. Mr Rosenwald is also a director of certain companies in Shore Capital's group and sits on its board; (ii) Gifford Combs is a senior executive at Rising Sun. Mr Combs is also a cofounder of Dalton which is the ultimate parent of Dalton Advisory KK, a firm engaged to provide investment research and analysis to Rising Sun; (iii) Dalton is a value focused investment management firm with expertise in Asia equities and global equities. Dalton has a strong track record investing in Japanese equities. Dalton Advisory KK undertakes investment research and data analysis services in relation to Japanese equities for both Dalton (and its affiliates) and the Company. Therefore, there is a risk that Dalton and the Company may find themselves targeting the same investment opportunity. The Board and Rising Sun will evaluate this risk on an ongoing basis as part of any review of its investment strategy. Should the Board find that the Company is targeting the same opportunity as Dalton (or one of its affiliates), the Board, Rising Sun and Dalton Investments, Inc. will manage any potential conflicts of interest in accordance with the policies and procedures agreed between the Company, Rising Sun and Dalton Investments, Inc., which are designed to ensure fairness of treatment as between the Company and other clients of Rising Sun; and (iv) Shore Capital is one of the Company's joint brokers and owns 15 per cent. of Rising Sun's issued share capital. Shore Capital therefore has a financial interest in Rising Sun which, as noted in the following paragraphs, may have interests which conflict with the interests of the Company. To the extent that Rising Sun benefits from taking any action which conflicts with the Company's interests, Shore Capital as a minority owner of Rising Sun may also benefit.

Any of the foregoing persons or entities and any of their members, directors, officers, employees, agents and connected persons and the Directors and any person or company with whom they are affiliated or by whom they are employed may be involved in other financial, investment or other professional activities which may cause potential conflicts of interest with the Company and its investments and which may affect the amount of time allocated by such persons to the Company's business. Such other activities may involve pursuing strategies that are contrary to the Company's interests. In particular, the AIFM, Rising Sun and its affiliates may also be involved with other financial, investment or professional activities which may on occasion give rise to conflicts of interest with the Company. In particular, pursuant to the investment advisory agreement between the Company, Rising Sun and the AIFM (the "Investment Advisory Agreement"), Rising Sun (and each of its principals) is entitled to act as the alternative portfolio manager or investment advisor in relation to, or be otherwise involved in, investment funds established by parties other than the Company or the AIFM which have similar objectives to that of the Company, provided that at all times Rising Sun will retain sufficient facilities, personnel, experience and expertise necessary to fulfil its obligations under the Investment Advisory Agreement. In addition, members of the Rising Sun management team may from time to time be appointed to act as directors of or advisors to any of the Company's investee companies.

Rising Sun's entitlement to fees pursuant to the Investment Advisory Agreement is based on the value of the Company's investments. Although the Company does not currently hold any unquoted investments, the valuation of investments may be based on information provided by Rising Sun or its affiliates to the Company's administrator (the "Administrator"). There is therefore a possibility that a conflict of interest may arise. Rising Sun would theoretically be entitled to a larger fee than would otherwise be the case if the Administrator calculated the Company's net asset value to be greater than the true net asset value, if it did so based upon misleading information provided to it by Rising Sun in respect of unquoted investments. Pursuant to the Investment Advisory Agreement, however, Rising Sun is required to act in good faith at all times towards the Company and the Company considers the potential for this conflict to materialise to be remote.

PART 1

RISK FACTORS

A1.3.1 A11.2.1

Investment in the Company should be regarded as being of a long-term nature and involving a degree of risk. Accordingly, prospective investors should consider carefully all of the information set out in this Prospectus and, in particular, the risks relating to the Company, Rising Sun and the Shares described below.

Only those risks which are believed to be material and currently known to the Directors at the date of this Prospectus have been disclosed. Those risks may adversely affect the Company and its business, business prospects, financial condition and NAV ("Company's NAV and revenues") and returns to Shareholders including dividends, and/or the market price of the Shares ("returns to Shareholders"). Additional risks and uncertainties not currently known to the Directors, or that the directors deem immaterial at the date of this Prospectus, may also have an adverse effect on the Company's NAV, revenues and returns to Shareholders. Potential investors should review this Prospectus carefully and in its entirety and consult with their professional advisers before making an application to Invest in the Shares.

Prospective investors should note that the risks relating to the Company, its industry and the Shares summarised in the section of this Prospectus headed "Summary" are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Shares. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this Prospectus headed "Summary" but also, among other things, the risks and uncertainties described below.

RISKS RELATING TO THE COMPANY

The Company is to a large extent reliant on the AIFM, Rising Sun, the Administrator and other third-party service providers to carry on its businesses and a failure by one or more service providers may materially disrupt the business of the Company

The Company has no employees and the Directors have been appointed on a non-executive basis. Whilst the Company has taken all reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations, the Company is reliant upon the performance of third-party service providers for its executive functions and to achieve its investment objective.

Failure by any service provider to carry out its obligations to the Company in accordance with the applicable duty of care and skill, or at all, or termination of any such appointment may adversely affect the Company's NAV, revenues and returns to Shareholders.

In the event that it is necessary for the Company to replace any third-party service provider, it may be that the transition process takes time, increases costs and may adversely affect the Company's NAV, revenues and returns to Shareholders. See further risk factor entitled "The departure of some or all of Rising Sun's investment professionals could prevent the Company from achieving its investment objective".

The Company may not achieve its investment objective and investors may not get back the full value of their investment

The Company's returns to Shareholders will depend on many factors, including the value and performance of its investments and the Company's ability successfully to execute its investment strategy. The value and performance of the Company's investments will be affected by a broad range of factors which are described in more detail below and there can be no assurance that the Company's investment strategy will be successful or that the Company will be able to generate investment returns or avoid investment losses. Any failure by the Company to achieve its investment objective may adversely affect its operations and returns to Shareholders.

Investor returns will be dependent upon the performance of the Portfolio and the Company may experience fluctuations in operating results

Investors contemplating an investment in the Shares should recognise that their market value can fluctuate and may not always reflect their underlying value. Returns achieved are reliant primarily upon the performance of the Portfolio. No assurance is given, express or implied, that Shareholders will receive back the amount of their original investment.

The Company may experience fluctuations in its financial results due to a number of factors, including changes in the values of investments made by the Company, changes in the amount of profits, distributions, dividends or interest received from the Portfolio, changes in the operating expenses of the Company, variations in and the timing of the recognition of realised and unrealised gains or losses, the degree to which the Company or its investments encounter competition and general economic and market conditions. Such variability may lead to volatility in the trading price of the Shares and cause the Company's results for a particular period not to be indicative of its performance in a future period.

Delays in deployment of the proceeds of (i) disposals of assets transferred to the Company pursuant to the Schemes; or (ii) the Placing Programme

In due course, the Company expects to dispose of some or all of the securities transferred to it pursuant to the Schemes and to reinvest the proceeds of such disposals in new opportunities in line with the Investment Policy, but there can be no guarantee that such disposals can be made on attractive terms, or at all. Similarly, the Company is aiming to have invested substantially all of the proceeds of (i) disposals of assets transferred to the Company pursuant to the Schemes within six months of any such disposal; or (ii) any issuance of Shares pursuant to the Placing Programme within six months from the relevant Admission in connection with the Placing Programme, but there can be no guarantee that this will be achieved. Depending on the availability of attractive investee companies that fit within the Investment Policy and investment strategy and the ability to successfully acquire positions in such investee companies at an appropriate price, it may take the Company more than six months to invest such proceeds. There can be no assurance as to how long it will take for the Company to invest the proceeds of (i) disposals of assets transferred to the Company pursuant to the Schemes; or (ii) the Placing Programme and the longer the period the greater the likelihood that the Company's NAV, revenues and returns to Shareholders will be materially adversely affected.

Investment opportunities

The investment objective of the Company is to provide Shareholders with attractive capital growth through the active management of a focused portfolio of quoted companies which have the majority of their operations in, or revenue derived from, Japan and that have been identified by the Investment Adviser as being undervalued. Should such opportunities become less available, then the Company's investment approach may not produce attractive returns. In such circumstances the Directors will consider the future of the Company and may recommend that the Company's investments are sold, it is wound up and cash returned to Shareholders.

Duration

The Directors intend to offer an exit opportunity to Shareholders in the Company on around the fifth anniversary of the IPO Admission Date. Such an exit opportunity may result in the winding-up of the Company. In any event, Shareholders will have the opportunity to vote on an ordinary resolution on the continuation of the Company at the annual general meeting to be held in 2025 and every second annual general meeting thereafter. If any such ordinary resolution is not passed, the Directors will draw up proposals for the voluntary liquidation, unitisation, reorganisation or reconstruction of the Company for consideration by the Shareholders at a general meeting to be convened by the Directors for a date not more than six months after the date of the meeting at which such ordinary resolution was not passed, which could result in the Company being required to liquidate the Portfolio at a sub-optimal value.

Discount management provisions

Any share buybacks in the context of the Company's discount management provisions may be satisfied by the available cash or cash equivalent resources of the Company, from borrowings, the realisation of the Company's assets or any combination of these sources of liquidity, at the Directors' discretion.

The Company's share buyback policy is expressly subject to the Board's discretion. There is no guarantee that any share buyback will be undertaken, or that any such buyback programme would be successful in narrowing any potential discount at which the Shares may trade. Accordingly, potential investors should not place reliance on share buybacks as a source of potential exit from the Shares.

Distributions and dividend policy

There can be no guarantee that any distributions will be paid by the Company in respect of any financial period and there can be no guarantee that an investment in the Company will deliver any returns to Shareholders. The Company's ability to make distributions is dependent on a number of factors, including the level of dividends and interest earned from its portfolio of investments and the net revenue profits available for that purpose.

Any change in the tax treatment of dividends received by the Company from investments or income received by the Company may reduce the distributions made to Shareholders. Any change to the basis upon which dividends can be paid by the Company under UK law or accounting rules and standards could have an adverse effect on the Company's ability to pay dividends or distributions.

The payment of any dividends to Shareholders will be dependent on the level of the Company's net income and the requirements of the Act and such dividends will be declared entirely at the discretion of the Board. There is therefore a risk that the Company may not pay any dividends to Shareholders (other than those that may be required to maintain investment trust status).

Certain interests could give rise to a potential conflict between the interests of the Company and those of certain officers and advisers to the Company. Rising Sun and its affiliates and/or Dalton Advisory KK may provide services to other clients which could compete directly or indirectly with the activities of the Company and may be subject to conflicts of interest in respect of its activities on behalf of the Company

James B. Rosenwald, III has a controlling interest in Rosenwald Capital which in turn is the majority owner of both Rising Sun (which acts as the Company's investment adviser), Dalton Investments, Inc. and Dalton Investments LLC and through the latter Dalton Advisory KK (which is engaged to provide investment analysis to Rising Sun). Furthermore, James B. Rosenwald, III is the chief investment officer at Rising Sun and is also a director of certain companies in Shore Capital's group and sits on its board. Shore Capital is a minority owner of Rising Sun.

Under the terms of the Investment Advisory Agreement, Rising Sun is entitled to carry on business similar to or in competition with the Company or to provide similar services to, or in competition with, the Company or to provide similar services or any other services whatsoever to any other customer without being liable to account to the Company for its profits, provided that it will take all reasonable steps to ensure that such business is effected on terms which are not materially less favourable to the Company.

Dalton Advisory KK provides services to other clients as well as Rising Sun. Accordingly, the activities of Dalton Advisory KK's other clients may compete with the activities of the Company.

Any of these arrangements or relationships, unless any inherent conflicts of interest are able to be managed effectively, could be detrimental to the Company and they could materially and adversely affect its performance. For example, in circumstances where James B. Rosenwald, III was in a position to use his influence to allocate attractive investment opportunities to the Company and other clients of Rising Sun or Dalton ("Other Clients"), and was financially incentivised to offer preferential treatment to Other Clients, then the Company would suffer a material adverse effect on its financial performance if it was not allocated such investment opportunities in the event that such investments generated a materially positive return on investment.

In order to minimise the risk of such a situation arising, it is Rising Sun's intention to manage the investment portfolio of the Company so as to have overlapping investments with Dalton only in circumstances where such overlapping investments are made and managed in accordance with the policies and procedures agreed between the Company, Rising Sun and Dalton Investments, Inc., which are designed to ensure fairness of treatment as between the Company and other clients of Rising Sun.

RISKS RELATING TO RISING SUN

The departure of some or all of Rising Sun investment professionals could prevent the Company from achieving its investment objective

The Company has no employees and the Directors have all been appointed on a non-executive basis. Therefore, the Company is to a large extent reliant upon the AIFM, Rising Sun, the Administrator and other third-party service providers, including the Registrar, for the performance of certain functions.

The Company believes that its success and the success of the investment strategy is largely dependent upon the experience and expertise of Rising Sun and its continued provision of services to the Company.

The Company depends on the diligence, skill and judgment of the Rising Sun Management Team. The Company's future success depends on the continued service of these individuals, who are not obliged to remain employed by, or contractually bound to perform services for, Rising Sun and Rising Sun's ability to strategically recruit, retain and motivate new talented personnel. Whilst Rising Sun endeavours to ensure that the principal members of the Rising Sun Management Team are suitably incentivised, the retention of key members of its team cannot be guaranteed. In the event of a departure of a member of the Rising Sun Management Team, there is no guarantee that Rising Sun would be able to recruit a suitable replacement or that any delay in doing so would not adversely affect the Company's NAV, revenues and returns to Shareholders. Events impacting but not entirely within Rising Sun's control, such as its financial performance, it being acquired or making acquisitions or changes to its internal policies and structures could in turn affect its ability to retain key personnel. If key personnel of the Rising Sun Management Team were to depart or Rising Sun was unable to recruit individuals with similar experience and calibre, Rising Sun may not be able to provide services to the requisite level expected or required by the Company. This could have a material adverse effect on the performance of the Company's NAV, revenues and returns to Shareholders.

The Company is reliant on the investment performance of the Rising Sun Management Team who may not be able to effectively implement the Investment Policy on behalf of the Company

The past performance of the Company or other investments managed, advised or operated by the Rising Sun Management Team cannot be relied upon as an indicator of the future performance of the Company. Investor returns will be dependent upon the Company successfully pursuing the Investment Policy. Therefore, the success of the Company will depend, among other things, on Rising Sun's ability to identify, acquire and realise investments in accordance with the Investment Policy and, once acquired, to effectively monitor those investments. The acquisition of investments, will, in turn, depend on the ability of Rising Sun to apply its investment processes in a way which is capable of identifying suitable investments for the Company to invest in. There can be no assurance that Rising Sun will be able to do so or that the Company will be able to invest the Company's assets on attractive terms or generate any investment returns for Shareholders or indeed avoid investment losses.

There can be no assurance that the Directors will be able to find a replacement investment adviser if Rising Sun resigns

Pursuant to the terms of the Investment Advisory Agreement, Rising Sun may resign by giving the Company not less than 12 months' written notice (although no such notice may be given within the first four years from the IPO Admission Date). Further, the Investment Advisory Agreement may be terminated by the AIFM and the Company, or the Company by itself, in certain limited circumstances, such as where the Investment Adviser is in material breach of the Investment Advisory Agreement and such breach is not remedied. The Board would, in such circumstances, have to find a replacement investment advisory services provider for the Company and may be unable to appoint a replacement with the necessary skills and experience on terms acceptable to the Shareholders. If the Investment Advisory Agreement is terminated and a suitable replacement is not secured in a timely manner, this could have an adverse effect on the value of the Portfolio, the Company's financial condition, results of operations and prospects, with a consequential adverse effect on the returns to Shareholders and the market value of the Shares.

The Company may be required to make payments to the Investment Adviser under indemnities in the Investment Advisory Agreement

Under the Investment Advisory Agreement, Rising Sun agrees to perform its obligations to a specified standard of care, provided that Rising Sun will not be liable for any loss or damages resulting from any failure to satisfy the standard of care except in certain limited circumstances. If a liability were to be incurred by the Company in a situation where Rising Sun had acted in accordance with its standard of care, the Company would (except in certain limited circumstances) have no recourse to Rising Sun and such liabilities would be for the account of the Company. This could have a material adverse effect on the performance of the Company's NAV, revenues and returns to Shareholders. Additionally, under the Investment Advisory Agreement the Company will be required to indemnify Rising Sun and its affiliates, managers, directors, officers, partners, agents and employees, from and against all liabilities incurred in connection with the Investment Advisory Agreement (except to the extent such liabilities are incurred as a result of any acts or omissions of Rising Sun that constitute a material breach of such agreement or are otherwise outside the scope of such indemnities). As a result, if such liabilities arise, the Company may be required to make payment under such indemnities, which could have a material adverse effect on the performance of the Company's NAV, revenues and returns to Shareholders.

Rising Sun has engaged an external provider of investment research services which it may not be able to replace if the engagement is terminated

Rising Sun has engaged Dalton Advisory KK to provide investment research services to Rising Sun in order to enable Rising Sun to properly perform its function as investment adviser to the Company. Dalton Advisory KK is a wholly owned subsidiary of Dalton Investments LLC. Gifford Combs and James B. Rosenwald, III, who are both senior executives in the Rising Sun Management Team, are co-founders and senior officers of Dalton Investments LLC. In the event that Dalton Advisory KK ceases to provide investment research services to Rising Sun then Rising Sun would need to replace Dalton Advisory KK with a replacement provider of investment services with expertise in the Japanese securities market. Should Rising Sun be unable to appoint such a replacement, it may impact on Rising Sun's ability to discharge its function as investment adviser to the standard requirement under the Investment Advisory Agreement. This could have an adverse effect on the value of the Portfolio, the Company's financial condition, results of operations and prospects, with a consequential adverse effect on the returns to Shareholders and the market value of the Shares.

Reliance on Rising Sun's due diligence and investment processes

Before making investments on behalf of the Company, Rising Sun conducts such due diligence and investment analysis as it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. There can be no assurance that Rising Sun's due diligence and analysis with respect to any investment opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating that investment opportunity. Any failure by Rising Sun to identify relevant facts through its due diligence and investment process may lead to inappropriate investment decisions, which could have a material adverse effect on the performance of the Company's NAV, revenues, and returns to Shareholders.

RISKS RELATING TO THE INVESTMENT STRATEGY

Risk associated with pursuing an activist shareholder strategy in Japan

The Company intends to use various activist methodologies to encourage reform and restructuring in the companies comprising its investment portfolio and therefore increase the value of the Company's holdings. Nevertheless, until recent changes to Japanese corporate governance rules encouraged an increase in shareholder activism in the country, shareholder activism has not been common in Japan and there is no guarantee that the management of portfolio companies will be receptive to the Company's attempts to encourage reform and deliver better value to shareholders. In particular, portfolio companies with a large market capitalisation (which the Company may invest in pursuant to the Investment Policy) may be more expensive to acquire a meaningful stake in and may otherwise be more resistant to shareholder activism than portfolio companies with a smaller market capitalisation.

The Company may not be able to pursue its investment strategy or achieve its investment objective

There can be no guarantee that suitable investment opportunities will be available to the Company or that the Company's investments will generate gains or income, or that any gains or income that may be generated on particular investments will be sufficient to offset any losses that may be sustained.

The success of the Company will depend on the ability of the Company and Rising Sun to pursue the Investment Policy successfully and on broader market conditions. Rising Sun may not be successful in pursuing the Investment Policy. Rising Sun may not be able to identify and complete investments on attractive terms and the Company may not be able to generate investment returns for its investors or avoid investment losses.

The investment objective of the Company is an objective only. Failure to achieve the Company's investment objective could occur because of a failure to acquire investment opportunities on favourable terms. Such failures are likely to have an adverse effect on the value of the Portfolio, the Company's financial condition, results of operations and prospects, with a consequential adverse effect on the Company's NAV, revenues and returns to Shareholders.

Risk associated with investing in a single country

The Company will continue to invest in shares issued by listed or traded companies which have the majority of their operations in, or revenue derived from, Japan. Investing in a single country is generally considered a higher risk investment strategy than investing more widely, as it exposes the investor to the fluctuations of a single geographical market and currency, in this case the Japanese market and the Yen. Any adverse effect on the Japanese market and/or the value of the Yen could have an adverse effect on the Portfolio, financial condition, results of operations and prospects, with a consequential adverse effect on the Company's NAV, revenues and returns to Shareholders.

Risks associated with investments in Japan

The Company's investments will continue to be primarily in equity securities in Japan and as such are subject to a variety of risks related to any investment in foreign securities, including, but not limited to foreign exchange risks, conversion risk, tax risk and general business conditions risk in Japan. For example:

• l The Company's investments will be primarily held in securities denominated in Japanese Yen. The value of the Yen may fluctuate against the British pound sterling. There can be no guarantee that the Fund's investments will maintain their value when measured in British pounds sterling.
• l The Company expects that it will be able to convert the proceeds of sales of its investments from Japanese Yen into British pounds sterling; but there is no guarantee that the Japanese government will not place restrictions on such conversion.
• l The Company believes that it will be able to repatriate funds from Japan to the United Kingdom without restriction; but there is no guarantee that such repatriation might not be restricted in the future.
• l The Company believes that its investments can be structured so that it will not be subject to taxation on proceeds from sales; but there can be no guarantee of such treatment in the future.
• l The Company's investments in Japan will be necessarily dependent upon the general business conditions prevailing in Japan. In recent years, the Japanese economy has exhibited sluggish growth at times and is still highly dependent upon exports. As such, the Company's investments will be dependent upon the vicissitudes of the world economy in general and the economic conditions in East Asia in particular.
• l The number, quality and size of investment opportunities, and general market and economic conditions, may lead to delays in investing the proceeds arising from the disposal of any assets received by the Company pursuant to the Schemes or the proceeds of the issue of any New Shares pursuant to the Placing Programme. If equity prices rise significantly before the proceeds are fully invested this may have an impact on the Company's growth.

l The value of Japanese securities may be affected by factors not typically associated with investments in the UK. The liquidity and settlement risk associated with an investment in Japanese securities and the accounting standards that apply to Japanese issuers may differ from those that would apply in the UK. Changes in economic conditions (for example, inflation, rates of tax and regulatory protection) and the political environment in Japan could substantially and adversely affect the Company's prospects and returns.

A1.9.1

l Government policy, legal or regulatory changes could reduce the ability of the Company to pursue an activist investor strategy in Japan. The concentration of the investments in Japan alone exposes the Company to policy changes that specifically affect Japan and the operating, regulatory, legal and corporate governance environment for listed securities located in Japan. In particular, an amendment to the Foreign Exchange and Foreign Trade Act ("FEFTA"), which took effect in May 2020, obliges foreign investors to make a notification filing before their holdings in companies in potentially sensitive sectors, which range from nuclear power and IT to agriculture and marine transport, reach one per cent. Although the Company does not expect to make a substantial number of investments in companies which are subject to FEFTA filings, the new filing requirement under FEFTA gives Japanese companies in the relevant sectors an early indication that a foreign activist investor is building a stake.

The Company does not expect to control companies in its Portfolio and cannot therefore ensure that they do not make decisions that decrease the returns to the Company from that investment

The Company does not expect to take controlling stakes in the companies in its Portfolio. Consequently there can be no guarantee that the Company's proposed activist strategy will succeed. Further, the Company is subject to the risk that companies in its Portfolio may make business decisions with which it disagrees and which may decrease the value of the Company's investment in that company or, in some circumstances, cause reputational damage to the Company. If this were to happen, it could have an adverse effect on the performance of the Company's NAV, revenues and returns to Shareholders.

Sectoral diversification

The Company is not subject to restrictions on the amount it may invest in any particular sector. Although the Portfolio is expected to be diversified in terms of sector exposures, the Company may have significant exposure to portfolio companies from certain sectors from time to time. As there is no hard limit on the amount the Company may invest in any sector the entire Portfolio could theoretically, at certain times, be invested solely in one sector. Greater concentration of investments in any one sector may result in greater volatility in the value of the Company's investments and consequently its Net Asset Value and may materially and adversely affect the performance of the Company's NAV, revenues and returns to Shareholders.

The Portfolio may include unquoted investments

The Company intends that the majority of its investments will be in quoted companies. The Company may also make investments in unquoted companies and the Company may become invested in unquoted companies as a result of corporate actions or commercial transactions undertaken by quoted companies. The Company will only make investments in an unquoted company in accordance with its Investment Policy and provided that the aggregate interest of the Company in unquoted companies at the time of any investment is not more than 10 per cent. of the Net Asset Value of the Company at that time. Investments in unquoted companies may not have readily ascertainable market prices and may have reported valuations that differ from their true and actual realisable value. Valuations can be subject to significant fluctuations.

Some unquoted companies may not have ongoing valuations provided by third parties. The Investment Adviser's investment recommendations are based on analysis and valuations which may be materially inaccurate. In addition, the Investment Adviser may have to rely on old valuations in its investment process.

If values realised for underlying investments made by such investee companies are materially different from those values contained in reported valuations for such investee companies, there is a risk that investors may be carrying their investment in their books at an incorrect value and the price at which they buy and sell ordinary shares in such companies in the secondary market may not reflect the true value of such ordinary shares. As the Company is expected to be an investor in such investee companies this may impact the performance of the Company's NAV, revenues and returns to Shareholders.

Borrowings

The Company may use borrowings and other gearing to seek to enhance investment returns. The Company has arranged a borrowing facility of £30 million to provide the Investment Adviser with flexibility to gear the portfolio when appropriate. At the date of this Prospectus, this facility had not been drawn upon. Whilst the use of borrowings should enhance the total return on the Ordinary Shares where the return on the Company's underlying assets is positive and exceeds the cost of the borrowings, it will have the opposite effect where the return on the Company's underlying assets is at a lower rate than the cost of the borrowings, reducing the total return on the Ordinary Shares. As a result, the use of borrowings by the Company may increase the volatility of the NAV per Ordinary Share and/or NAV per C Share.

A4.1.1(d) A4.1.1(e)

A4.2.8

As a result of gearing, any reduction in the value of the Company's investments may lead to a correspondingly greater percentage reduction in its Net Asset Value (which is likely to adversely affect the price of an Ordinary Share). Any reduction in the number of Ordinary Shares in issue (for example, as a result of buy backs) will, in the absence of a corresponding reduction in borrowings, result in an increase in the Company's level of gearing.

To the extent that a fall in the value of the Company's investments causes gearing to rise to a level that is not consistent with the Company's gearing policy or borrowing limits, the Company may have to sell investments in order to reduce borrowings, which may give rise to a significant loss of value compared to the book value of the investments, as well as a reduction in income from investments. No assurance can be given that any sales of the Company's investments would realise proceeds which would be sufficient to repay any borrowings.

There is no guarantee that any borrowings of the Company will be refinanced on their maturity, either on terms that are acceptable to the Company or at all.

The Company will pay interest on any borrowings and, as such, the Company will be exposed to interest rate risk due to fluctuations in the prevailing market rates. The Company may employ hedging techniques designed to reduce the risk of adverse movements in interest rates. However, such strategies may also result in losses and overall poorer performance than if the Company had not entered into such hedging transactions.

Derivative instruments

The Company may use derivatives for efficient portfolio management. The use of derivatives gives rise to a number of specific potential risks. Derivative instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract or the underlying securities may result in a profit or loss which is high in proportion to the amount of funds actually placed as the initial margin and may result in further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses.

Furthermore, the use of derivative instruments involves certain special risks for a company, including:

• (a) dependence on movements in the price of underlying securities and movements in interest rates;
• (b) when used for hedging purposes, an imperfect correlation between the returns on the derivative instruments used for hedging and the returns on the investments or market sectors being hedged; and
• (c) credit exposure to the counterparty with whom it trades.

Counterparty risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organisation guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default.

OTHER RISKS RELATING TO THE PORTFOLIO AND INVESTMENT STRATEGY

Changes in laws or regulations governing the Company's NAV and revenues

The Company is subject to laws and regulations enacted by national and local governments (including EU laws and regulations incorporated into UK law by virtue of the EUWA or future similar enactments). In particular, the Company is subject to and will be required to comply with certain regulatory requirements that are applicable to listed closed-ended investment companies.

Any changes in the law and regulation affecting the Company and its operations may have a material adverse effect on the ability of the Company to carry on its business and successfully pursue its Investment Policy and on the performance of the Company's NAV, revenues and returns to Shareholders. In such event, the investment returns of the Company may be materially adversely affected.

Changes in taxation legislation or the rate of taxation

Any change in the tax status of the Company or in taxation legislation or practice in the United Kingdom or Japan (or elsewhere) could affect the value of the investments held by the Company or the Company's ability to achieve its investment objective or alter the after-tax returns to Shareholders. Statements in this Prospectus including in relation to the taxation of Shareholders and/or the Company are based upon current United Kingdom and Japanese law and published practice as at the date of this Prospectus, which law and practice is, in principle, subject to change (potentially with retrospective effect) that could adversely affect the ability of the Company to meet its investment objective and/or which could adversely affect the taxation of Shareholders and/or the Company and after tax returns to Shareholders.

Potential investors who are in doubt as to their tax position are urged to consult their tax advisers with respect to their particular tax situations and the tax effect of an investment in the Company.

Changes in accounting standards or practices

Any change in accounting standards or accounting practice in the UK may adversely affect the value of the Company's assets and liabilities in its books of account or restrict the ability of the Company to pay dividends or distributions and/or buy back Ordinary Shares.

Investment trust status

The Company has obtained from HMRC, and the Directors intend to continue to conduct the affairs of the Company so as to satisfy the conditions for, approval as an investment trust under Chapter 4 of Part 24 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. A failure to maintain HMRC approval as an investment trust, including as a result of a change in tax law or practice, could result in the Company not being able to benefit from the current exemption for investment trusts from UK tax on chargeable gains and could affect the Company's ability to provide returns to Shareholders. It is not possible to guarantee that the Company will remain a company that is not a close company for UK tax purposes, which is a requirement to maintain status as an investment trust, as the Shares are freely transferable. The Company, in the unlikely event that it becomes aware that it is a close company, or otherwise fails to meet the criteria for approval as an investment trust company, will, as soon as reasonably practicable, notify Shareholders of this fact.

RISKS RELATING TO THE SHARES

The Rosenwald Clients currently hold, and may retain in the medium or long term, a significant interest in the Company and, given the relationship between the Rosenwald Clients and the Investment Adviser, their interest may conflict with those of other Shareholders in certain circumstances

So far as the Company is aware, no Rosenwald Client is a shareholder in AJIT or AJG and therefore no Rosenwald Client will acquire any New Shares pursuant to either Scheme. It is expected that the Rosenwald Clients will not participate in the Placing Programme and that, therefore, their interests in the Company will be diluted to 7.80 per cent. of the total issued share capital of the Company (assuming that 380 million Ordinary Shares are issued pursuant to the Schemes and the Placing Programme in aggregate). If that were to occur then Rosenwald alone would not be able to prevent special resolutions being passed, but would still possess significant influence over the passing (or not) of ordinary and special resolutions. There will be no dilution to the Rosenwald Clients' holding of Ordinary Shares as a result of the issue of any C Shares until the conversion of those C Shares into Ordinary Shares. The dilution of the Rosenwald Clients' holding at that point will be determined by the conversion ratio applied at that time.

James B. Rosenwald, III is the chief investment officer at Rising Sun. In addition to any influence acquired through this role with Rising Sun, James B. Rosenwald, III may be in a position to influence through the votes attaching to the Rosenwald Clients' shareholdings the outcome of matters relating to the Company, including approval of significant changes such as a change to the Investment Policy or the appointment or removal of Directors. In particular, this potential control may have the effect of making certain transactions more difficult to implement without the support of the Rosenwald Clients, and may have the effect of delaying or preventing decision making on significant matters relating to the Company. To the extent that the Rosenwald Clients' interests conflict with those of the other Shareholders, this may have a material adverse effect on the value of the Shares, the performance of the Company and the Company's returns to Shareholders.

Members of the Rosenwald Clients may, in certain circumstances, be required to make a mandatory offer under Rule 9 of the Takeover Code

If any member of the Rosenwald Clients acquired further Shares as a result of which the Rosenwald Clients either (i) increase their aggregate shareholdings in the Company to 30 per cent. or more; or (ii) to the extent that the Rosenwald Clients hold in excess of 30 per cent. of the issued share capital of the Company, increase their aggregate shareholdings to between 30 per cent. and 50 per cent. of the issued share capital of the Company at the relevant time, then a member of the Rosenwald Clients may be required to make a mandatory offer under Rule 9 of the Takeover Code, irrespective of its individual shareholding in the Company.

An investor may not recover the amount originally invested

The value of an investment in the Company, and the income derived from it, if any, is subject to normal market fluctuations and other risks inherent in investing in securities. The market price of the Shares may rise or fall rapidly and the Shares may trade at a discount to the NAV attributable to them.

The market price of the Shares, like shares in all investment companies, may fluctuate independently of their underlying NAV and may trade at a discount or premium at different times, depending on factors such as supply and demand for the Shares, market or economic conditions and general investor sentiment. There can be no guarantee that any discount control policy will be successful or capable of being implemented. The market value of a Share may therefore vary considerably from its NAV.

An investor may not recover the amount originally invested. The Company can offer no assurance that its investments will generate gains or income or that any gains or income that may be generated on particular investments will be sufficient to offset any losses that may be sustained.

It may be difficult for Shareholders to realise their investment and a liquid market in the Shares may fail to develop or be maintained

The price at which the Shares are traded and the price at which investors may realise their investment will be influenced by a large number of factors, some specific to the Company and its investments and some which may affect companies generally. Admission of the Shares to trading should not be taken as implying that there is or will be a liquid market for the Shares. Consequently, the share price may be subject to greater fluctuation on small volumes of trading of Shares and the Shares may be difficult to sell at a particular price. The market price of the Shares may not reflect their underlying Net Asset Value.

While the Directors retain the right to effect repurchases of Ordinary Shares in the manner described in this Prospectus, they are under no obligation to use such powers or to do so at any time and Shareholders should not place any reliance on the willingness of the Directors so to act. Shareholders wishing to realise their investment in the Company may, therefore, be required to dispose of their Shares in the market. There can be no guarantee that a liquid market in the Shares will be maintained or that the Shares will trade at prices close to their underlying NAV. Accordingly, Shareholders may be unable to realise their investment at such Net Asset Value or at all.

Subject to a maximum of 380 million New Shares, the number of Shares to be issued pursuant to the Schemes or the Placing Programme is not yet known and there may be a limited number of holders of such Shares. Limited numbers and/or holders of Shares may mean that there is limited liquidity in the Shares which may affect (i) an investor's ability to realise some or all of its investment; and/or (ii) the price at which such investor can effect such realisation; and/or (iii) the price at which the Shares trade in the secondary market.

Further issues of Shares may be dilutive

Subject to the approval of the Share Allotment Authorities, the Directors will be authorised to issue up to 65 million New Shares pursuant to the AJIT Scheme, up to 65 million New Shares pursuant to the AJG Scheme and up to 250 million New Shares pursuant to the Placing Programme on a non-pre-emptive basis. The Directors also have an additional residual authority, granted at the Company's 2023 annual general meeting, to allot and issue up to 11,302,143 Ordinary Shares on a non-pre-emptive basis. If the Directors decide to issue any Shares on a non-pre-emptive basis, the proportions of the voting and economic rights held by holders of Shares on the date of Admission will be diluted on the issue of such shares as each Share carries the right to one vote and an equal proportion of the economic interests in the Company.

Risks relating to the C Shares

The NAV performance of the C Shares may diverge significantly from that of the Ordinary Shares between the admission of the C Shares to trading on the premium segment of the Main Market and conversion of the C Shares into Ordinary Shares in accordance with the Articles.

Trading liquidity in the C Shares may be lower than in the Ordinary Shares which may affect: (i) a Shareholders' ability to realise some or all of its investments; (ii) the price at which such Shareholder can effect such realisation; and/or (iii) the price at which the Shares trade in the secondary market. Accordingly, Shareholders may be unable to realise their investment in C Shares at Net Asset Value per Share or at all.

C Shares will represent interests in a segregated pool of assets and, therefore, C Shareholders will not, until conversion, have exposure to the Company's existing investments and C Shareholders' returns will be dependent on the deployment of cash raised in a timely manner.

Dividends will be declared on C Shares only in the event that there is material net income available for distribution to the C Shares.

RISKS RELATING TO THE MIGRATION AND THE SCHEMES

The Migration is conditional and may not be completed

Implementation of the Migration is conditional on Shareholders approving the adoption of the New Investment Policy. If the Migration does not occur, neither Scheme will be implemented and certain costs and expenses of the Company incurred in connection with the Schemes will be borne by the Company (resulting in a reduction in the Company's Net Asset Value). Such expenses are estimated to be not more than £1,040,000 (comprising not more than £570,000 in respect of the AJIT Scheme and not more than £470,000 in respect of the AJG Scheme), as at the date of this Prospectus.

The AJIT Scheme is conditional and may not be completed

Implementation of the AJIT Scheme is conditional on, amongst other things, completion of the Migration and AJIT Shareholders approving the AJIT Scheme. If any condition of the AJIT Scheme is not met (including, for example, if the Migration does not occur as a result of Shareholders not approving the adoption of the New Investment Policy), the AJIT Scheme will not be implemented and certain costs and expenses of the Company incurred in connection with the AJIT Scheme will be borne by the Company (resulting in a reduction in the Company's Net Asset Value). Such expenses are estimated to be not more than £570,000 as at the date of this Prospectus.

The AJG Scheme is conditional and may not be completed

Implementation of the AJG Scheme is conditional on, amongst other things, completion of the Migration and AJG Shareholders approving the AJG Scheme. If any condition of the AJG Scheme is not met (including, for example, if the Migration does not occur as a result of Shareholders not approving the adoption of the New Investment Policy), the AJG Scheme will not be implemented and certain costs and expenses of the Company incurred in connection with the AJG Scheme will be borne by the Company (resulting in a reduction in the Company's Net Asset Value). Such expenses are estimated to be not more than £470,000 as at the date of this Prospectus.

Prospective investors should, therefore, consider carefully whether investment in the Company is suitable for them in light of the risk factors outlined above, their personal circumstances and the financial resources available to them.

PART 2

IMPORTANT INFORMATION

In assessing an investment in the Company, investors should rely only on the information in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors, Rising Sun, Shore Capital, Berenberg or any other person. Neither the delivery of this Prospectus nor any subscription for New C Shares made pursuant to this Prospectus will, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained therein is correct at any time subsequent to the date of this Prospectus.

In connection with any Placing pursuant to the Placing Programme, Shore Capital and Berenberg or any of their affiliates acting as an investor for its or their own account(s) may subscribe for the Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities of the Company, any other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in this Prospectus to the New Shares being issued, offered, subscribed or otherwise dealt with, should be read as including any issue or offer to, or subscription or dealing by, Shore Capital and Berenberg or any of their affiliates acting as an investor for its or their own account(s). Neither of the Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

1. Regulatory information

This Prospectus does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy Ordinary Shares and/or C Shares in any jurisdiction in which such offer or solicitation is unlawful. The issue or circulation of this Prospectus may be prohibited in some countries.

Prospective investors should consider carefully (to the extent relevant to them) the notices to residents of various jurisdictions set out at pages 27 to 31 of this Prospectus.

The contents of the Website, and the contents of any websites which can be accessed through links on the Website, do not form part of this Prospectus. Investors should base their decision to invest on the contents of this Prospectus and any supplementary prospectus published by the Company prior to any Admission alone and should consult their professional advisers prior to making any investment in the New Shares.

A1.4.4

2. Investment considerations

The contents of this Prospectus are not to be construed as advice relating to legal, financial, taxation, investment or any other matter.

Prospective investors should inform themselves as to:

• l the legal requirements within their own countries for the purchase, holding, conversion, transfer or other disposal of Shares;
• l any foreign exchange restrictions applicable to the purchase, holding, conversion, transfer or other disposal of Shares which they might encounter; and
• l the income and other tax consequences which may apply (including in their own countries) as a result of the purchase, holding, conversion, transfer or other disposal of Shares.

Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein. It should be remembered that the price of securities and the income from them can go down as well as up.

An investment in the Company should be regarded as a long-term investment. There can be no assurance that the Company's investment objective will be achieved.

As past performance of investments managed and monitored by the Investment Adviser is not necessarily a guide to future performance and the value of an investment in the Company, and the income derived from it, if any, may go down as well as up, there can be no guarantee that the investment objective of the Company will be met. Therefore, investors may not get back the full value of their investment.

Investors should not consider the track record information contained in this Prospectus to be indicative of the Company's or Rising Sun's future performance. Past performance is not a reliable indicator of future results and the Company will not make the same investments reflected in the track record information included herein.

The Company has a limited investment history. For a variety of reasons, the comparability of the track record information to the Company's future performance is by its nature very limited. Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company or Rising Sun which may be different in many respects from those that may prevail at present or in the future, with the result that the performance of portfolios originated now may be significantly different from those originated in the past.

This Prospectus should be read in its entirety before making any investment in the Ordinary Shares and/or C Shares. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Memorandum and Articles of Association of the Company which investors should review. Details of where the Memorandum and Articles of Association are displayed can be found in paragraph 3 of Part 15 (General Information) of this Prospectus.

The actual number of Ordinary Shares to be issued pursuant to the AJIT Scheme will be calculated in accordance with the methodology set out in Part 11 (The AJIT Scheme) of this Prospectus. The actual number of Ordinary Shares to be issued pursuant to the AJG Scheme will be calculated in accordance with the methodology set out in Part 12 (The AJG Scheme) of this Prospectus. The actual number of Ordinary Shares and/or C Shares to be issued pursuant to the Placing Programme will be determined by the Company (in consultation with Shore Capital, Berenberg and the Investment Adviser) after taking into account demand for the Ordinary Shares and/or C Shares and prevailing market conditions. In such event, the information in this Prospectus should be read in light of the actual number of Ordinary Shares and/or C Shares to be issued pursuant to the Schemes and the Placing Programme.

Statements made in this Prospectus are based on applicable law and practice currently in force and are subject to changes therein.

3. Forward looking statements

This Prospectus includes 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", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances that may or may not occur. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, the facts described in the "Risk Factors" section of this Prospectus.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this Prospectus reflect the Company's view with respect to future events as at the date of this Prospectus and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations and strategy. Save as required by applicable law, or regulatory requirements (including FSMA, the UK AIFM Directive, the EU AIFM Directive, the UK Prospectus Regulation, the EU Prospectus Regulation, the Prospectus Regulation Rules, the Takeover Code, the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules) the Company is under no obligation publicly to release the results of any revisions to any forward-looking statements in this Prospectus that may occur due to any change in its exceptions or to reflect events or circumstances after the date of this Prospectus.

Given these uncertainties, investors and prospective investors are cautioned not to place any undue reliance on such forward-looking statements and should carefully consider the "Risk Factors" section of this Prospectus for a discussion of additional factors that could cause the Company's actual results to differ materially before making any investment decision.

Notwithstanding the foregoing, nothing contained in this Prospectus will in any way be taken to qualify the working capital statement contained in paragraph 11 of Part 15 (General Information) of this Prospectus.

4. Presentation of financial information

The Company prepares its financial information under IFRS. The financial information contained or incorporated by reference in the Prospectus, including that financial information presented in a number of tables in the Prospectus, has been rounded to the nearest whole number or the nearest decimal place. Therefore, the actual arithmetic total of the numbers in a column or row in a certain table may not conform exactly to the total figure given for that column or row. In addition, certain percentages presented in the tables in the Prospectus reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

5. Presentation of industry, market and other data

Information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to the Company's business and the track record of the Company and the Investment Adviser contained in this Prospectus consists of estimates based on data and reports compiled by professional organisations and analysts, information made public by investment vehicles currently managed by the Investment Adviser (or affiliates of the Investment Adviser), or data from other external sources and on the Company's, the Directors' and the Investment Adviser's knowledge of public companies in Japan. Information regarding the macroeconomic environment has been compiled from publicly available sources. In many cases, there is no readily available external information (whether from trade associations, government bodies or other organisations) to validate market-related analyses and estimates, requiring the Company to rely on internally developed estimates. The Company takes responsibility for compiling, extracting and reproducing market or other industry data from external sources, including third parties or industry or general publications, but none of the Company, the Investment Adviser or Shore Capital or Berenberg have independently verified that data. The Company gives no assurance as to the accuracy and completeness of, and takes no further responsibility for, such data. Similarly, while the Company believes its and the Investment Adviser's internal estimates to be reasonable, they have not been verified by any independent sources and the Company cannot give any assurance as to their accuracy.

6. Currency presentation

Unless otherwise indicated, all references in this Prospectus to:

• l "GBP", "pounds sterling", "£", "pence" or "p" are to the lawful currency of the UK;
• l "US\$" or "US Dollars" are to the lawful currency of the United States; and
• l "Yen", "JPY" or "JP¥" are to the lawful currency of Japan.

7. Restrictions on distribution

The distribution of this Prospectus may be restricted by law in certain jurisdictions. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. This Prospectus may not be used for, or in connection with, and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, subscribe or otherwise acquire, Shares in any jurisdiction where it would be unlawful, and in particular, subject to certain limited exceptions is not for release, publication or distribution in whole or in part, directly or indirectly, to U.S. Persons or into the United States, any member state of the EEA (other than any EEA member state where the New Shares are lawfully marketed), Canada, Australia, the Republic of South Africa or Japan.

8. Information to distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the New Shares which are the subject of the Schemes and Placing Programme have been subject to a product approval process, which has determined that such New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the AJIT Scheme, the AJG Scheme or the Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, in connection with the Placing Programme Shore Capital and Berenberg will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

9. UK PRIIPs Regulation

In accordance with the UK PRIIPs Regulation, a Key Information Document in respect of an investment in the Ordinary Shares has been prepared and is available to investors at the Company's website. A Key Information Document in connection with any issue of C Shares will be produced prior to any Placing of C Shares being offered to investors in the UK in accordance with the UK PRIIPs Regulation. The content of each of the Key Information Documents is highly prescriptive, both in terms of the calculations underlying the numbers and the narratives, with limited ability to add further context or explanation. As such, the Key Information Documents should be read in conjunction with other material produced by the Company, including this Prospectus and the Company's annual reports which are and will be available on the Company's website.

To the extent that New Shares are to be made available to retail investors in the EEA, the Company will make available Key Information Documents under the EU PRIIPs Regulation as required.

The Company is the only manufacturer of the Ordinary Shares and the C Shares for the purposes of the UK PRIIPs Regulation and EU PRIIPs Regulation, and each of Shore Capital and Berenberg is not a manufacturer for these purposes. Each of Berenberg and Shore Capital does not make any representation, express or implied, nor accept any responsibility whatsoever for the contents of the Key Information Document(s) prepared in respect of an investment in the Shares nor accepts any responsibility to update the contents of the Key Information Document(s) in accordance with the UK PRIIPs Regulation or and EU PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the Key Information Document(s) to future distributors of Shares. Accordingly, each Shore Capital and Berenberg disclaims all and any liability whether arising in tort or contract or otherwise which it might have in respect of any Key Information Document prepared in respect of an investment in the Shares from time to time.

10. Taxation

A summary of certain limited aspects of UK and Japan taxation applicable to the Company and Shareholders is contained in Part 14 (United Kingdom and Japanese Taxation) of this Prospectus. If any potential investor is in any doubt about the tax consequences of it acquiring, holding, disposing or conversion of Shares, it should seek advice from its own independent professional advisers.

11. Overseas investors

If you receive a copy of this Prospectus in any territory other than the United Kingdom you may not treat it as constituting an invitation or offer to you. It is your responsibility, if you are outside the United Kingdom and wishing to make an application for New Shares, to satisfy yourself that you have fully observed the laws of any relevant territory or jurisdiction in connection with your application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory. The Company reserves the right, in its absolute discretion, to reject any application received from outside the United Kingdom.

Without limiting the above, the New Shares may not be offered, sold or delivered, directly or indirectly, within any EEA State (other than any EEA member state where the New Shares are lawfully marketed), Canada, Australia, the Republic of South Africa, Japan or in the United States, or to or for the account or benefit of U.S. Persons, except in reliance on, or in a transaction not subject to, the registration requirements under the Securities Act or the securities laws of any state or other jurisdiction of the United States. If you subscribe for New Shares you will, unless the Company agrees otherwise in writing, be deemed to represent and warrant to the Company and its agents that you are not in any EEA State (other than any EEA member state where the New Shares are lawfully marketed), Canada, Australia, the Republic of South Africa, Japan or the United States and are not a U.S. Person or subscribing for the account or benefit of a U.S. Person. No application will be accepted if it bears an address in any EEA State (other than any EEA member state where the New Shares are lawfully marketed), Canada, Australia, the Republic of South Africa, Japan or the United States or appears to have been posted from any EEA State (other than any EEA member state where the New Shares are lawfully marketed), Canada, Australia, the Republic of South Africa, Japan or the United States or otherwise where there is cause to believe you are in any EEA State (other than any EEA member state where the New Shares are lawfully marketed), Canada, Australia, the Republic of South Africa, Japan or the United States or a U.S. Person or subscribing for the account or benefit of a U.S. Person.

Overseas AJIT Shareholders

Overseas AJIT Shareholders should refer to paragraph 6 in Part 11 (The AJIT Scheme) of this Prospectus, which describes the extent to which Overseas AJIT Shareholders will be eligible to receive New Shares pursuant to the AJIT Scheme.

Overseas AJG Shareholders

Overseas AJG Shareholders should refer to paragraph 6 in Part 12 (The AJG Scheme) of this Prospectus, which describes the extent to which Overseas AJG Shareholders will be eligible to receive New Shares pursuant to the AJG Scheme.

Placing Programme

The attention of prospective investors in the Placing Programme who are outside of the United Kingdom is drawn to the following paragraphs.

European Economic Area

In relation to each Member State of the European Economic Area and the United Kingdom (each a "Relevant State"), an offer to the public of any New Shares may not be made in that Relevant State, except that the New Shares may be offered to the public in that Relevant State at any time under the following exemptions under the UK Prospectus Regulation or EU Prospectus Regulation (as applicable):

(a) to legal entities which are qualified investors as defined in the UK Prospectus Regulation or EU Prospectus Regulation (as applicable);

• (b) to fewer than 150 natural or legal persons in the Relevant State (other than qualified investors as defined in the UK Prospectus Regulation or EU Prospectus Regulation (as applicable)) as permitted under the UK Prospectus Regulation or EU Prospectus Regulation (as applicable); or
• (c) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation or EU Prospectus Regulation (as applicable),

provided that no such offer of New Shares shall result in a requirement for the publication by the Company, Berenberg and/or Shore Capital of a prospectus pursuant to Article 3 of the UK Prospectus Regulation or EU Prospectus Regulation (as applicable), or supplementing a prospectus pursuant to Article 23 of the UK Prospectus Regulation or EU Prospectus Regulation (as applicable), and each person who initially acquires New Shares or to whom any offer is made will be deemed to have represented, warranted to and agreed with Berenberg, Shore Capital and the Company that it is a "qualified investor" within the meaning of the UK Prospectus Regulation or EU Prospectus Regulation (as applicable).

For the purposes of this provision, the expression an "offer to the public" in relation to any New Shares in any Relevant State means the communication in any form and by any means, presenting sufficient information on the terms of the offer and the New Shares to be offered so as to enable an investor to decide to purchase or subscribe for any New Shares, and includes the placing of New Shares through financial intermediaries.

In the case of any New Shares being offered to a financial intermediary as that term is used in the UK Prospectus Regulation or EU Prospectus Regulation (as applicable), such financial intermediary will be deemed to have represented, warranted, acknowledged and agreed that the New Shares subscribed by it have not been subscribed on a non-discretionary basis on behalf of, nor have they been subscribed with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any New Shares to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of Berenberg and Shore Capital has been obtained to each such proposed offer or resale.

The Company, Berenberg, Shore Capital and their affiliates and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified Berenberg and/or Shore Capital of such fact in writing may, with the consent of Berenberg and Shore Capital, be permitted to subscribe for New Shares in the Placing Programme.

Denmark

The AIFM may apply for the New Shares to be registered for marketing in Denmark by the Danish Financial Supervisory Authority. Subject to such registration (including the conditions of such registration), the New Shares may be marketed in Denmark to qualified investors.

Belgium

No offer of New Shares under the Placing Programme has been made or will be made in Belgium, unless in reliance on Article 1(4) of the EU Prospectus Regulation and provided such offer is made exclusively to persons who or legal entities which are or considered to be "professional investors " within the meaning of Article 3, 30°, of the Belgian law of 19 April 2014 on alternative investment funds and their managers ("Loi relative aux organismes de placement collectif alternatifs et à leurs gestionnaires" / "Wet betreffende de alternatieve instellingen voor collectieve belegging en hun beheerders") and provided that no such offer of New Shares shall require the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation. Each person in Belgium who acquires any New Shares under the Placing Programme or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a professional investor within the aforementioned meaning. The Company, the AIFM, the Investment Adviser, Berenberg, Shore Capital and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. The term 'offer' means any communication in any form and by any means of sufficient information on the terms of the offer and the New Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Shares.

Sweden

The Company is an alternative investment fund and the AIFM is an "Alternative Investment Fund Manager" for purposes of the EU AIFM Directive. The AIFM may apply for approval by the Swedish Financial Supervisory Authority pursuant to Chapter 5 Section 10 of the Swedish Act on Alternative Investment Fund Managers (2013:561) (the "Swedish AIFM Act") to market the Company to professional investors in Sweden (a "Swedish Marketing Approval Application").

"Professional investor" is defined in the Swedish AIFM Act by referring to Chapter 9, Sections 4 and 5 of the Swedish Securities Market Act (2007:528) (the "Swedish Securities Market Act"). The provisions in the Swedish Securities Market Act partly implementing Annex II to the Directive 2014/65/EU (the "MiFID II Directive"). Every investor who is considered to be a professional investor as defined in Annex II to the MiFID II Directive, or who can be treated as a professional investor upon submitting an application, is also considered a professional investor according to Swedish regulation. If a Swedish Marketing Approval Application is approved by the Swedish Financial Supervisory Authority, the Company may be marketed to professional investors within the meaning of the Swedish AIFM Act only.

Subject to the approval of a Swedish Marketing Approval Application by the Swedish Financial Supervisory Authority, the Prospectus may only be distributed to professional investors and the Prospectus may not be distributed to or made available to non-professional investors in Sweden. Furthermore, the Prospectus has not been, nor will it be, registered with or approved by the Swedish Financial Supervisory Authority under the Swedish Financial Instruments Trading Act (1991:980) (the "Swedish Trading Act"). Accordingly, the Prospectus may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which do not require a prospectus (Sw. prospekt) to be prepared under the Swedish Trading Act.

Please be aware that past performance is not a reliable indicator of future results.

Netherlands

The New Shares may be marketed in the Netherlands under Section 1:13b of the Dutch Financial Supervision Act (Wet op het financieel toezicht, or the "Wft"). In accordance with this provision the AIFM may notify the Dutch Authority for Financial Markets of its intention to offer the New Shares in the Netherlands. The New Shares will not, directly or indirectly, be offered, sold, transferred or delivered in the Netherlands, except to or by individuals or entities that are qualified investors (gekwalificeerde beleggers) within the meaning of Article 1:1 of the Wft, as amended from time to time, and as a consequence neither the AIFM nor the Company is subject to the license requirement pursuant to the Wft. Consequently, neither the AIFM nor the Company is subject to supervision of the Dutch Central Bank or the Dutch Authority for Financial Markets.

Ireland

The New Shares will not be offered, sold, placed or underwritten in Ireland pursuant to the Placing Programme (a) except in circumstances which do not require the publication of a prospectus pursuant to the Irish Companies Act 2014, the European Union (Prospectus) Regulations 2019 (S.I. No. 380/2019)), as amended and any rules issued by the Central Bank of Ireland pursuant thereto; (b) otherwise enacted, imposed or approved by the Central Bank of Ireland with respect to anything done by them in relation to the Company; (c) otherwise than in compliance with the provisions of the European Union (Market Abuse) Regulations 2016 and any rules issued by the Central Bank of Ireland pursuant thereto; and (d) except to professional investors as defined in the EU AIFM Directive and otherwise in accordance with the EU AIFM Directive, Commission Delegated Regulation 231/2013, the Irish European Union (Alternative Investment Fund Managers) Regulations 2013 (S.l. no 257 of 2013), as amended, and any rules issued by the Central Bank of Ireland pursuant thereto.

Luxembourg

No offer of New Shares to the public will be made in Luxembourg pursuant to this Prospectus, except that an offer of New Shares in Luxembourg may be made at any time:

(a) to any person or legal entity which is a professional client within the meaning of Annex II to the Directive 2014/65/EU (the "MiFID II Directive"); or

(b) in any circumstances which do not fall under specific offer limitations under the AIFM Law and at the same time do not constitute an Offer of Shares to the public requiring the publication by the Company of a prospectus pursuant to Article 3 of the EU Prospectus Regulation and the Prospectus Law,

provided that in both cases (a) and (b) above the AIFM fulfils the requirements set out in the AIFM Law (in particular the notification obligation set out in Article 45 of the AIFM Law (Article 42 of the EU AIFM Directive) and the potentially applicable ongoing requirements). For the purposes of this provision, the expression "Offer of Shares to the public" in relation to any New Shares in Luxembourg means the communication to persons in any form and by any means presenting sufficient information on the terms of the offer and the New Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Shares, the expression "Prospectus Law" means the Luxembourg law of 16 July 2019 on prospectuses for securities and the expression "Prospectus Regulation" means the Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended. "AIFM Law" means the Luxembourg Law of 12 July 2013 on alternative investment fund managers, as amended.

Neither the Company nor the AIFM have been authorised or registered under the AIFM Law or are otherwise supervised by the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF").

Norway

The Company is an alternative investment fund and the AIFM is an AIFM for purposes of the EU AIFM Directive. The AIFM may apply to be authorised by the Financial Supervisory Authority of Norway pursuant to Section 6-5 of the Norwegian Act on Alternative Investment Funds of 20 June 2014 no. 28 to market the Company to professional investors in Norway (a "Norwegian Marketing Approval Application"). Subject to the approval of such application by the Financial Supervisory Authority of Norway, the Company may only be marketed to professional investors as defined in Section 10-6 of the Norwegian Securities Act of 2 June 2007 no. 75 (the "Securities Trading Act").

If a Norwegian Marketing Approval Application is approved by the Financial Supervisory Authority of Norway, the Prospectus may only be distributed to professional investors and the Prospectus may not be distributed to or made available to non-professional investors in Norway. Furthermore, the Prospectus has not been, nor will it be, registered with or authorised by any regulatory or governmental body in Norway.

Accordingly, the Prospectus may not be made available, nor may the New Shares, be marketed and offered for sale in Norway, other than under circumstances which do not require a prospectus (Nw. prospekt) to be prepared under the Securities Trading Act.

Finland

The Company is an alternative investment fund for the purposes of the Finnish Act on Alternative Investment Fund Managers (Fi: laki vaihtoehtorahastojen hoitajista, 162/2014, as amended, the "AIFMA"). In Finland, the New Shares may only be offered to investors qualifying as "professional clients" (Fi: ammattimainen asiakas) as defined in the AIFMA. Accordingly, the Prospectus may only be distributed to professional clients in Finland and the Prospectus may not be distributed to or made available other than to professional clients in Finland. This Prospectus has been prepared for private information purposes only and it may not be used for, and shall not be deemed, a public offering of the New Shares in Finland.

Germany

The New Shares may in particular not be distributed or marketed in any way to German retail or semi-professional investors if the Company is not admitted for distribution to these investor categories by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

Switzerland

This Prospectus and any accompanying supplement does not constitute an issue prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issue prospectuses under, article 652a or article 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under article 27 ff. of the SIX Swiss Exchange Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.

The New Shares will not be listed on the SIX Swiss Exchange Ltd. or on any other stock exchange or regulated trading facility in Switzerland.

The New Shares will not be distributed in or from Switzerland as defined by the Swiss Federal Act on Collective Investment Schemes ("CISA") and neither this Prospectus nor any other offering materials relating to the Company will be made available from this time through distribution in or from Switzerland. This Prospectus may only be freely circulated and the New Shares may only be freely offered, distributed or sold to regulated financial intermediaries, such as banks, securities dealers, fund management companies, asset managers of collective investment schemes and central banks as well as to regulated insurance companies. As such, subscribers for New Shares do not benefit from protection under the CISA or supervision by the Swiss Financial Market Supervisory Authority ("FINMA").

Circulating this Prospectus and offering, distributing or selling New Shares to other persons or entities including qualified investors as defined in the CISA may trigger, in particular, (i) licensing/prudential supervision requirements for the distributor, (ii) a requirement to appoint a representative and paying agent in Switzerland and (iii) the necessity of a written distribution agreement between the representative in Switzerland and the distributor. Accordingly, legal advice should be sought before providing this Prospectus to and offering, distributing or selling New Shares to any other persons or entities. Neither this Prospectus (including any accompanying supplement) nor any other offering or marketing material relating to the offering, the Company or the New Shares have been or will be filed with, registered or approved by any Swiss regulatory authority. In particular, the Company has not registered, and will not register itself with FINMA as a foreign collective investment scheme.

This Prospectus does not constitute investment advice. It is personal to each specific offeree and does not constitute an offer to any other person. This Prospectus (and any other offering or marketing material relating to the New Shares or the Placing Programme) may only be used by those persons to whom it has been handed out in connection with the offer described therein and may neither be copied nor distributed or otherwise made available to other persons, directly or indirectly, without the express consent of the Company.

12. Compulsory transfer provisions

Although the New Shares are freely transferable, there are certain circumstances in which the Board may, under the Articles and subject to certain conditions, compulsorily require the transfer of the New Shares. These circumstances, which principally apply only to U.S. Persons or investors located in the United States who might purchase New Shares in the market, including where a transfer of New Shares would cause, or is likely to cause: (i) the assets of the Company to be considered "plan assets" under the Plan Asset Regulations; (ii) the Company to be required to register under the Investment Company Act, or the Investment Adviser or members of the senior management of the Company to be required to register as "investment advisers" under the Investment Advisers Act; (iii) the Company to be required to register under the Exchange Act or any similar legislation, amongst others; or (iv) the Company to be unable to comply with its obligations under the Foreign Account Tax Compliance provisions (commonly known as FATCA).

LR2.2.4(1)

These procedures may materially affect the time and a price that they may deem appropriate to transfer such Shares.

13. International tax regimes, FATCA, and other tax information reporting and exchange regimes

TO ENSURE COMPLIANCE WITH UNITED STATES TREASURY DEPARTMENT CIRCULAR 230, EACH PROSPECTIVE INVESTOR IS HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. TAX ISSUES HEREIN IS NOT INTENDED TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY A PROSPECTIVE INVESTOR FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON SUCH PROSPECTIVE INVESTOR UNDER APPLICABLE TAX LAW; (B) SUCH DISCUSSION IS INCLUDED HEREIN IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF TREASURY DEPARTMENT CIRCULAR 230) OF THE OFFER TO SELL SHARES BY THE COMPANY; AND (C) A PROSPECTIVE INVESTOR IN SHARES SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT ADVISOR.

The Foreign Account Tax Compliance provisions (commonly known as "FATCA") are U.S. provisions contained in the U.S. Hiring Incentives to Restore Employment Act 2010. FATCA is aimed at reducing tax evasion by U.S. citizens.

FATCA imposes a withholding tax of 30 per cent. on (i) certain U.S. source interest, dividends and certain other types of income; and (ii) the gross proceeds from the sale or disposition of assets which produce U.S. source interest or dividends, which are received by a foreign financial institution ("FFI"), unless the FFI complies with certain reporting and other related obligations under FATCA. The UK has concluded an intergovernmental agreement ("IGA") with the U.S., pursuant to which parts of FATCA have been effectively enacted into UK law.

Under the IGA, an FFI that is resident in the UK (a "Reporting FI") is not subject to withholding under FATCA provided that it complies with the terms of the IGA, including requirements to register with the IRS and requirements to identify, and report certain information on, accounts held by U.S. persons owning, directly or indirectly, an equity or debt interest in the Company (other than equity and debt interests that are regularly traded on an established securities market, for which see below), and report on accounts held by certain other persons or entities to HMRC.

The Company is treated as a Reporting FI pursuant to the IGA and complies with the requirements under the IGA. The Ordinary Shares, in accordance with current HMRC practice, comply with the conditions set out in the IGA to be "regularly traded on an established securities market" meaning that the Company does not have to report specific information on its Shareholders and their investments to HMRC. However, there can be no assurance that the Company will continue to be treated as a Reporting FI, that the Ordinary Shares will continue to be considered to be "regularly traded on an established securities market", that the C Shares will become "regularly traded on an established securities market" or that it would not in the future be subject to withholding tax under FATCA or the IGA. If the Company becomes subject to a withholding tax as a result of FATCA or the IGA, the return on investment of some or all Shareholders may be materially adversely affected.

Since the enactment of FATCA, other jurisdictions have entered into similar information exchange agreements. The Organisation for Economic Co-operation and Development (the "OECD") has developed a global Common Reporting Standard (the "CRS") for multilateral exchange of information. The UK has implemented the CRS and so the Company will have to provide information about its Shareholders to HMRC under these rules.

The EU has introduced a pan-European mandatory tax disclosure regime in respect of cross-border arrangements which possess certain features. These new rules (widely referred to as "DAC 6") have a broad scope and have the potential to require disclosure of information in a wide range of circumstances. The UK has now published regulations implementing the OECD's Mandatory Disclosure Rules, with a narrower scope than DAC 6, requiring disclosure only of transactions which obscure beneficial ownership or which undermine the CRS. There remains a degree of uncertainty as to how the UK will interpret its new mandatory disclosure rules and its interpretation may differ from that applied in EU Member States. In addition, there remains a degree of uncertainty as to how different EU Member States will interpret DAC 6 and such implementation and interpretation may vary between them.

As a result of FATCA, CRS and other tax information reporting and exchange regimes, Shareholders will be required to provide certain information to the Company so that the Company can comply with its reporting obligations. In particular, Shareholders will be required to provide – and the Company may be obliged to disclose – details and information about Shareholders (and persons connected or associated with them) as may be required to enable the Company or any of its associates to comply with their obligations to any tax, regulatory or comparable authorities (including pursuant to FATCA or CRS) or where the Company believes that such disclosure is in the interests of the Company. Any failure to do so may result in such Shareholder being subject to adverse consequences (in accordance with the Articles of Association).

Although the Company complies with the rules imposed by FATCA, CRS and other tax information reporting and exchange regimes, the Company cannot guarantee that it will be able to satisfy its obligations under such regimes. Prospective investors and Shareholders are encouraged to consult their own tax advisors regarding the possible implications of FATCA and other tax information reporting and exchange regimes to their investment in the Company.

On 1 July 2021, the OECD announced that 130 countries and jurisdictions had agreed a two-pillar solution to address the tax challenges arising from the digitalisation of the economy and that a detailed implementation plan together with remaining issues would be finalised by October 2021, with implementation to follow in 2023. The proposals are complex and are yet to be finalised, but, in high level terms, it is expected that:

• l 'Pillar One' will re-allocate some taxing rights over certain multinational enterprises ("MNEs") from their home countries to the markets from which they derive revenue of at least €1m (or, for smaller jurisdictions with GDP lower than €40 billion, at least €250,000), regardless of whether they have a physical presence there. MNEs will potentially be within the scope of Pillar One if they have a global turnover above €20 billion and profitability above 10 per cent. The turnover threshold is to be reduced to €10 billion, contingent on successful implementation; and
• l 'Pillar Two' will include Global anti-Base Erosion Rules ("GloBE") under which a global minimum tax rate of at least 15 per cent. is to be introduced for MNEs that meet the €750m revenue threshold for country-by-country reporting, subject to various exclusions. In addition to the GloBE proposals, Pillar Two will introduce new rules allowing jurisdictions to impose limited source taxation on certain related party payments that will be subject to tax below a minimum rate.

Depending on how the proposals for the two pillars are developed, and on how such proposals are implemented by various jurisdictions, there may be a material impact on the taxation of the Company and/or companies in the Portfolio, and the taxation of returns to investors. The UK has introduced draft legislation into Parliament to implement the GloBE Pillar Two rules (largely in a similar form to the OECD model rules) which are expected to take effect for accounting periods beginning on or after 31 December 2023.

The UK has implemented two corporate criminal offenses: failure to prevent facilitation of UK tax evasion and failure to prevent facilitation of overseas tax evasion. Liability under these offences can be mitigated where the relevant business has in place reasonable prevention procedures. The scope of these offences is extremely wide and could have an impact on the Company.

14. Investor profile

The typical investors for whom the New Shares are intended are institutional investors, professional investors, professionally advised and knowledgeable investors and financially sophisticated non-advised private investors who are capable themselves of evaluating the merits and risks of an investment in the Company and who have sufficient resources both to invest in potentially illiquid securities and to be able to bear any losses (which may equal the whole amount invested) that may result from the investment. Such investors may wish to consult an independent financial adviser prior to investing in the Shares.

A11.5.2.1 A4.1.5

15. Data protection

The Company will process personal data provided by an investor at all times in compliance with material requirements of applicable data protection legislation (including the GDPR and the DP Act) in the United Kingdom and/or the EEA, as appropriate ("DP Legislation") and will only process such information for the purposes set out in the Company's privacy policy (the "Purposes") which is available for consultation on the Company's website (the "Privacy Policy").

Where necessary to fulfil the Purposes, the Company may disclose personal data to:

• (a) third parties located either within, or outside of, the United Kingdom and/or the EEA, for the Registrar and the Administrator to perform their respective functions and in particular in connection with the holding of Shares; or
• (b) the Registrar, the Administrator, the AIFM, Rising Sun and their respective Associates, some of which are located outside of the United Kingdom and/or the EEA.

Any sharing by the Company of personal data with third parties will be carried out in compliance with DP Legislation and as set out in the Company's Privacy Policy.

Each investor acknowledges that by submitting his or her personal data to the Registrar (acting for and on behalf of the Company) where the investor is a natural person he or she represents and warrants that (as applicable) he or she has read and understood the terms of the Company's Privacy Policy and will provide consent to the processing of his/her personal data for the Purposes where such consent is required.

Each investor hereby represents and warrants to the Company, the Registrar and the Administrator that by submitting personal data that is not the investor's own personal data to the Registrar (acting for and on behalf of the Company):

• (a) it has brought the Company's Privacy Policy to the attention of any underlying data subjects on whose behalf or account the investor may act or whose personal data will be disclosed to the Company and the Administrator as a result of the investor agreeing to acquire New Shares under the AJIT Scheme, the AJG Scheme or the Placing Programme and has provided such underlying data subjects with details of the Purposes for which their personal data will be used;
• (b) where consent is required under DP Legislation, the investor has obtained the consent of any data subject to the Company, the Administrator and the Registrar and their respective affiliates and group companies, processing their personal data for the Purposes; and
• (c) the investor has complied in all other respects with all applicable DP Legislation in respect of disclosure and provision of personal data to the Company.

Where any investor acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, the relevant investor will, in respect of the personal data the relevant investor processes in relation to or arising in relation to the AJIT Scheme, the AJG Scheme or the Placing Programme:

• (a) if required, agree with the Company, the Administrator and the Registrar (as applicable), the responsibilities of each such entity as regards responding to data subjects' rights and to communications with a data protection regulator; and
• (b) immediately on demand, fully indemnify the Company, the Administrator, the Registrar, the AIFM and Rising Sun (as applicable) and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company, the Administrator, the Registrar, the AIFM and/or Rising Sun in connection with any failure by the investor to comply with the provisions set out in this section "Data Protection".

16. Governing Law

Unless otherwise stated, statements made in this Prospectus are based on the law and practice currently in force in England and Wales and are subject to changes therein.

17. Restrictions on Shareholder participation in future equity offerings

Shareholders in certain jurisdictions, particularly the United States, may not be entitled to participate in future equity offerings or exercise these rights unless any relevant rights and Shares are registered under their applicable laws or an exemption from registration is available. The Company cannot, at this point, predict whether it would seek such registrations or whether any such exemption would be available. The Company intends to evaluate, at the time of any equity offering, the costs and potential benefits to the Company of enabling Shareholders in those jurisdictions to participate and any other factors it considers appropriate at the time and then to make a decision as to whether to file such a registration statement or seek to utilise any applicable exemptions. The Company cannot assure investors outside the United Kingdom that they will be able to participate in future equity offerings.

The securities laws of certain jurisdictions, particularly the United States, may restrict the Company's ability to allow Shareholders to participate in any discretionary pre-emptive offer by the Company of Shares in the future. There can be no assurance that the Company would be able to conduct any such offer in a manner that would enable participation therein or receipt of the cash proceeds thereof by Shareholders in such jurisdictions. Shareholders who have a registered address in or who are resident or located in (as applicable) countries other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in any such discretionary pre-emptive offer.

18. Other

The Company will not pay commission to third parties that advise investors to subscribe for New Shares in the Company. In relation to the Placing Programme, the New Shares will be issued to Placees at the Placing Programme Price and no commission will be paid to any third parties that advise investors in respect of such issues under the Placing Programme.

This Prospectus has been approved by the FCA as a prospectus which may be used to offer securities to the public for the purposes of section 85 of FSMA and the UK Prospectus Regulation. No arrangement has, however, been made with the competent authority in any EEA State (or any other jurisdiction) for the use of this Prospectus as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdictions.

PART 3

MIGRATION

Introduction

In connection with the Schemes (but, in any event, whether or not either Scheme proceeds) the Company intends to transfer its listing from the Specialist Fund Segment and have its Existing Shares and New Shares (whether issued pursuant to the Schemes or the Placing Programme) be admitted to (i) the Official List; and (ii) to trading on the premium segment of the London Stock Exchange's Main Market (the "Migration").

The proposed Migration is not directly conditional on Shareholder approval, although the adoption of the New Investment Policy is a necessary element of the completion of the Migration and, therefore, the Migration is conditional on Shareholder approval of the New Investment Policy at the NAVF General Meeting. The Migration is further conditional on the FCA approving the Company's eligibility for admission to the Official List in accordance with the eligibility criteria contained in the Listing Rules.

As well as being a condition of each Scheme, the Migration is expected to improve the access of retail investors to the Company and, therefore, its share rating and liquidity. The Migration is conditional on the FCA confirming the Company's eligibility for admission to the Official List under Chapter 15 of the Listing Rules and, as noted above, is therefore conditional on the adoption of the New Investment Policy. The Company has appointed Berenberg as its FCA sponsor in connection with the proposed Migration.

New Investment Policy

With a view to completion of the Schemes and consequential increase in the assets of the Company, and considering that the Company will become subject to the Listing Rules following completion of the Migration, the Board has considered whether any amendments should be made to the Company's existing Investment Policy. The existing Investment Policy was established on the basis that the Company has, to date, had its Ordinary Shares admitted to trading on the Specialist Fund Segment. The Company has, therefore, not been required to comply with the Listing Rules in relation to its Investment Policy (including, in particular, that the Company must manage its assets consistent with an objective of "spreading investment risk" – within the FCA's meaning of that term).

The Board considers that amending the Investment Policy, on the terms described below, will allow the Company to increase the number of investments typically expected to be held in the Portfolio and provide greater flexibility in relation to the expected size (as a percentage of issued share capital of the investee company) of those investments and, overall, will increase diversification of assets.

The proposed revisions to the Investment Policy are designed in part to cater for a larger portfolio of assets following the acquisition of shares in companies which currently sit within the portfolios of AJIT and AJG pursuant to the Schemes. Notwithstanding this, the Board considers that the increased flexibility offered by the New Investment Policy, combined with the potential improvement in the access of retail investors to the Company, its share rating and liquidity offered by the Migration, will be for the benefit of Shareholders regardless of whether or not either Scheme completes.

The proposed New Investment Policy is considered by the Board to represent a more appropriate investment policy for the Company going forward, and will facilitate the Migration insofar as it meets the FCA's eligibility criteria for admission of the Company to the Official List under Chapter 15 of the Listing Rules. For the avoidance of doubt, the proposed New Investment Policy does not represent a fundamental change to the Investment Policy or to the Investment Adviser's strategy or process.

The existing Investment Policy, with the proposed changes highlighted, is set out in Annex 3 to this Prospectus. If the relevant resolution is approved by Shareholders at the NAVF General Meeting, the Investment Policy will be as follows with immediate effect:

"Investment objective

The investment objective of the Company is to provide Shareholders with attractive long-term capital growth primarily through the active management of a focused portfolio of quoted companies that have the majority of their operations in, or revenue derived from, Japan, or a majority of whose consolidated net assets are held in Japan, or that are included in the TOPIX, and that have been identified by the Investment Adviser as being undervalued.

Investment policy

Asset allocation

The Company will primarily invest in a highly selective portfolio of shares issued by quoted companies that have the majority of their operations in, or revenue derived from Japan or a majority of whose consolidated net assets are held in Japan, or that are included in the TOPIX ("Japanese Shares"), and which the Investment Adviser deems attractive and undervalued and typically where (i) cash and other liquid investments, real estate and/or tradeable securities constitutes a significant proportion of the investee company's market capitalisation; and (ii) the relevant company has no controlling or majority shareholders.

The Company may also from time to time obtain exposure to Japanese Shares, Derivatives (as defined below), cash, cash equivalents, exchange traded funds, near cash instruments and money market instruments, which may not necessarily suit activist management by the Investment Adviser, though this will be opportunistic, including as part of an acquisition of a broader portfolio, and will not form a core focus for asset allocation on an ongoing basis.

There are no restrictions placed on the market capitalisation of investee companies; but it is expected that the portfolio will be weighted towards small-cap and mid-cap companies with market capitalisation of up to US\$3 billion. The portfolio is expected to have up to 35 holdings, although there is no guarantee that this will be the case, and it may contain a lesser or greater number of holdings at any time.

The Company intends to acquire meaningful minority stakes in each investee company. The Company will not, however, acquire any stake which could cause a change in its status as an investment trust under Chapter 4 of Part 24 of the Corporation Tax Act 2010.

The Board will not set any limits on sector weightings or stock selection within the portfolio. The Company will not be constrained by any index benchmark in its asset allocation.

The Company may use derivatives for efficient portfolio management purposes. Such purposes would include the management of cash received by the Company upon the occurrence of significant liquidity events (including, without limitation, the receipt of proceeds of fundraisings, the realisation of Portfolio assets and other cash-generative events such as the completion of a management buyout by an investee company). Such derivative contracts may, for example, give the Company exposure to the whole or a sub-section of the Japanese stock market until such time as the Investment Adviser determines that the Company's derivative position should be liquidated and invested in an investee company in accordance with the Investment Policy (the foregoing derivative contracts being, for the purposes of this Investment Policy "Derivatives").

Additionally, while the Company intends that the majority of its investments will be in quoted companies, it may also make investments in unquoted companies and the Company may become invested in unquoted companies as a result of corporate actions or commercial transactions undertaken by quoted companies. The Company will only make investments in unquoted companies in order to maintain or improve its position in relation to a business which operated through a quoted entity at the time of the Company's initial investment in that business.

Investment restrictions

The Board will apply the following restrictions on the size of its investments:

• l not more than twenty per cent. (20 per cent.) of the Gross Asset Value at the time of investment will be invested in the securities of a single issuer (such restriction does not, however, apply to investment of cash held for working capital purposes and pending investment or distribution in near cash equivalent instruments including securities issued or guaranteed by a government, government agency or instrumentality of any EU or OECD Member State or by any supranational authority of which one or more EU or OECD Member States are members);
• l the Company will only make an investment in an unquoted company if the aggregate interest of the Company in unquoted companies at the time of such investment is not more than ten per cent.

(10 per cent.) of the Net Asset Value of the Company at that time. This will mean if a quoted portfolio company is delisted or an unquoted investment is revalued with the effect of increasing the Company's interest in unquoted investments to above ten per cent. (10 per cent.) of the Company's Net Asset Value at that time, the Company will not be in breach of its Investment Policy and will not have to divest itself of any unquoted investments. Nevertheless, while the Company's interest in unquoted investments remains above ten per cent. (10 per cent.) of its Net Asset Value, the Company will not be able to make any further investments in unquoted companies;

• l total net investment Derivative exposure will not exceed twenty per cent. (20 per cent.) of Gross Asset Value at the time of investment; and
• l total exposure to any single counterparty which has issued Derivatives to the Company will not exceed twenty per cent. (20 per cent.) of Gross Asset Value at the time of investment.

The Company will comply with the following investment restrictions for so long as they remain requirements of the Listing Rules:

• l neither the Company, nor any of its subsidiaries will conduct any trading activity which is significant in the context of the Group as a whole;
• l no more than ten per cent. (10 per cent.), in aggregate, of the value of the total assets of the Company will be invested in other listed closed-ended investment funds (except to the extent that those investment funds have stated investment policies to invest no more than fifteen per cent. (15 per cent.) of their total assets in other investment companies which are listed on the Official List); and
• l the Company must, at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with the published Investment Policy.

Treasury policy

Until the Company is fully invested, and pending re-investment or distribution of cash receipts, the Company will use Derivatives, cash, cash equivalents, exchange traded funds, near cash instruments and money market instruments in accordance with the Investment Policy.

The Company expects to maintain any non-operational cash balances in Japanese yen."

Voluntary compliance with Listing Rules whilst the Company's Ordinary Shares continue to be traded on the Specialist Fund Segment

Until completion of the Migration, the Company's existing Ordinary Shares are admitted to trading on the Specialist Fund Segment. As such, the Listing Rules applicable to closed-ended investment companies which are listed on the premium listing segment of the Official List of the FCA do not currently apply to the Company. Such Listing Rules would apply in full to the Company upon completion of the Migration.

The Company remains subject to the admission and disclosure standards of the London Stock Exchange whilst the Shares are admitted to trading on the Specialist Fund Segment. The Company is also subject to the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules. In addition, the Directors have resolved that, as a matter of good corporate governance, the Company will continue to voluntarily comply with the following key provisions of the Listing Rules for as long as the Company's shares are admitted to trading on the Specialist Fund Segment:

• (a) The Company is not required to comply with the Listing Principles set out at Chapter 7 of the Listing Rules. Nonetheless, the Company complies and intends to continue to comply with these Listing Principles.
• (b) The Company is not required to appoint a listing sponsor under Chapter 8 of the Listing Rules. It has appointed Shore Capital as financial adviser to guide the Company in understanding and meeting its responsibilities in connection with First Admission any Subsequent Admission, the Issue and the Placing Programme and also for compliance with Chapter 10 of the Listing Rules (as and when applicable) and on the basis set out in (c) below.
• (c) The Company is not required to comply with the provisions of Chapter 9 of the Listing Rules regarding continuing obligations. The Company intends however to continue to comply with all of the provisions of Chapter 9 of the Listing Rules.
• (d) The Company is not required to comply with the provisions of Chapter 10 of the Listing Rules relating to significant transactions. The Company intends, however, to continue to comply with the provisions of Chapter 10 of the Listing Rules, save when entering into transactions which are in accordance with its investment policy.
• (e) The Company is not required to comply with the provisions of Chapter 11 of the Listing Rules regarding related party transactions. Nonetheless, in circumstances where the Company, would, if it were complying with Chapter 11 of the Listing Rules, require shareholder consent in respect of any such transaction the Company has adopted a related party policy (in relation to which Shore Capital, as financial adviser, will guide the Company). The policy shall apply to any transaction which it may enter into with:
• (i) any "substantial shareholder" (as defined in Listing Rule 11.1.4A) (other than: (a) any related party transaction with "substantial shareholders" under Listing Rule 11.1.5(2) regarding co-investments or joint provision of finance; or (b) issues of new securities in, or a sale of treasury shares of, the Company to "substantial shareholders" on terms which are more widely available, for example as part of an offer to the public or a placing to institutional investors);
• (ii) any Director;
• (iii) the Investment Adviser; and
• (iv) any affiliates of such persons, where (in each case) such transaction would constitute a "related party transaction" as defined in Chapter 11 of the Listing Rules. In accordance with its related party policy, the Company shall deal with such related party transactions in accordance with Chapter 11 of the Listing Rules with appropriate modifications in relation to Chapter 11 requirements to provide information, confirmation and undertakings to the FCA.
• (f) The Company is not required to comply with the provisions of Chapter 12 of the Listing Rules regarding market repurchases by the Company of its Shares. Nonetheless, the Company has adopted a policy consistent with the provisions of Listing Rules 12.4.1 and 12.4.2, as more particularly described in the section headed "Discount management - Share buybacks" in paragraph 11 of Part 6 (Information on the Company) of this Prospectus.
• (g) The Company is not required to comply with the provisions of Chapter 13 of the Listing Rules regarding contents of circulars. The Company intends however to continue to comply with the following provisions of Chapter 13 of the Listing Rules:
• (i) Listing Rule 13.3 (Contents of all circulars);
• (ii) Listing Rule 13.4 (Class 1 circulars);
• (iii) Listing Rule 13.5 (Financial information in Class 1 circulars);
• (iv) Listing Rule 13.6 (Related Party circulars);
• (v) Listing Rule 13.7 (Circulars about purchase of own equity shares); and
• (vi) Listing Rule 13.8 (Other circulars).
• (h) The Company is not required to comply with the provisions of Chapter 15 of the Listing Rules (Closed-Ended Investment Funds: Premium listing). Nonetheless, the Company intends to continue to comply with the following provisions of Chapter 15 of the Listing Rules: Listing Rule 15.4.1A to Listing Rule 15.4.11 (Continuing obligations).

The Company has adopted a share dealing code for the Directors and the Board is responsible for taking all proper and reasonable steps to ensure compliance with the share dealing code by the Directors.

Specialist Fund Segment securities are not admitted to the Official List. Therefore the Company has not been required to satisfy the eligibility criteria for admission to listing on the Official List and is not required to comply with the Listing Rules. The London Stock Exchange has not examined or approved the contents of this Prospectus.

The Company will be subject to the Listing Rules on completion of the Migration and the admission of its securities to the Official List.

It should be noted that the FCA does not have the authority to monitor the Company's voluntary compliance with the Listing Rules applicable to closed-ended investment companies which are listed on the Specialist Fund Segment nor will it impose sanctions in respect of any failure of such compliance by the Company. FCA-authorised firms conducting designated investment business with retail customers under COB Rules are reminded that securities admitted to trading on the Specialist Fund Segment will be securities that may have characteristics such as: (i) variable levels of secondary market liquidity; (ii) sophisticated corporate structures; (iii) highly leveraged structures; and (iv) sophisticated investment propositions with concentrated risks and are therefore intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk of investing in companies admitted to the Specialist Fund Segment.

PART 4

EXPECTED TIMETABLE, STATISTICS AND DEALING CODES

1. Expected timetable of principal events

NAVF General Meeting and Migration
NAVF General Meeting and adoption of New Investment Policy	9.30 a.m. on 20 September 2023
Expected admission of the Existing Shares to the Official List and to trading on the premium segment of the Main Market	8.00 a.m. on 21 September 2023
AJIT Scheme Timetable
First General Meeting of AJIT in relation to the AJIT Scheme	4.00 p.m. on 28 September 2023
AJIT Scheme Calculation Date	5.00 p.m. on 5 October 2023
Record date for entitlements under the AJIT Scheme	6.00 p.m. on 5 October 2023
Second General Meeting of AJIT in relation the AJIT Scheme	3.00 p.m. on 10 October 2023
Announcement of results of the AJIT Scheme and respective FAVs per share	10 October 2023
Effective Date for the AJIT Scheme	10 October 2023
Admission of the Ordinary Shares pursuant to the AJIT Scheme	8.00 a.m. on 11 October 2023
CREST accounts credited in respect of Ordinary Shares issued in uncertificated form	8.00 a.m. on 11 October 2023
Certificates despatched in respect of Ordinary Shares issued in certificated form	Week commencing 16 October 2023
Placing Programme Timetable
Prospectus published and Placing Programme opens	1 September 2023
Publication of the Placing Programme Price in respect of each Placing undertaken	As soon as reasonably practicable following the closing of each Placing
Admission of the New Shares to be issued pursuant to the Placing Programme and dealings commence	8.00 a.m. on each day New Shares are issued
CREST accounts credited in respect of New Shares issued in uncertificated form	As soon as possible after 8.00 a.m. on each day New Shares are issued
Certificates despatched in respect of New Shares issued in certificated form	Approximately one week following Admission of the relevant New Shares

Placing Programme closes 30 August 2024*

* or, if earlier, the date on which all of the New Shares available for issue under the Placing Programme have been issued (or such other date as may be agreed between the Company, the Investment Adviser, Shore Capital and Berenberg (such agreed date to be announced by way of an RIS announcement)).

Notes:

• (1) References to times above and in this Prospectus generally are to London times unless otherwise specified.
• (2) All times and dates in the expected timetable and in this Prospectus may be adjusted by the Company in consultation with Shore Capital and Berenberg. Any material changes to the timetable will be notified via an RIS.
• (3) The timetable for implementation of the AJG Scheme will be announced by way of an RIS announcement following the publication of the AJG Circular.

A11.5.1.2 A11.5.1.3

A11.5.1.8

A11.5.1.9

A11.4.7

A11.5.1.8

2. Illustrative statistics of the Schemes

New Shares to be issued pursuant to the AJIT Scheme	Up to 65 million New Shares A11.5.3.1
New Shares to be issued pursuant to the AJG Scheme	Up to 65 million New Shares A11.9.1(b)
3. Illustrative Issuance/Placing Programme Statistics
Maximum number of Ordinary and/or C Shares	250 million
Placing Programme Price per Ordinary Share	Not less than the last published cum income Net Asset Value per Ordinary Share at the time of issue plus a premium intended to at least cover associated issue costs
Placing Programme Price per C Share	£1.00
4. Dealing Codes	A11.4.1
Ordinary Shares

ISIN	GB00BKLGLS10
SEDOL	BKLGLS1
Ticker	NAVF

C Shares

The relevant codes for any tranches of C Shares to be issued under the Placing Programme will be published by the Company at the appropriate time.

Legal Entity Identifier of the Company 213800JOFEGZJYS21P75

PART 5

DIRECTORS, INVESTMENT ADVISER AND ADVISERS

A1.12.1 A11.5.4.1 A11.10.1

Directors*

Rosemary Morgan (Chair) Ayako Weissman Rachel Hill Chetan Ghosh Alicia Ogawa

* All Directors are appointed on a non-executive basis

Proposed Directors**

Claire Boyle Noel Lamb

** Each Proposed Director, if appointed, will be appointed on a non-executive basis

Registered office of the Company

6th Floor 125 London Wall London EC2Y 5AS

AIFM

FundRock Management Company (Guernsey) Limited 1 Royal Plaza Royal Avenue St Peter Port Guernsey, GY1 2HL Website: www.fundrock.com

Authorised and Regulated by Guernsey Financial Services Commission

Investment Adviser

Rising Sun Management Ltd. c/o Appleby Global Services (Cayman) Limited 71 Fort Street PO Box 500 George Town, Grand Cayman KY1-1106, Cayman Islands Telephone: +1 345 769 4900

Financial Adviser, Joint Bookrunner and FCA sponsor in connection with the Migration

Joh. Berenberg, Gossler & Co. KG, London Branch 60 Threadneedle Street London EC2R 8HP

Authorised and Regulated by the German Federal Financial Supervisory Authority (BaFin) and authorised and regulated by the Financial Conduct Authority, FCA number 959302.

Joint Bookrunner

Shore Capital Stockbrokers Limited Cassini House 57 St. James's Street, London, SW1A 1LD

Authorised and Regulated by the Financial Conduct Authority under the Financial Services and Markets Act 2000

Custodian

The Northern Trust Company 50 Bank Street Canary Wharf London E14 5NT Telephone: +44 (0)20 7982 2000 E-Mail: emea_regulatoryliaisonoffice@ntrs.com Website: www.northerntrust.com

Authorised and regulated by the Financial Conduct Authority under the Financial Services and Markets Act 2000

Administrator and company secretary

Apex Listed Companies Services (UK) Limited 6th Floor 125 London Wall London EC2Y 5AS Website: www.apexgroup.com

Legal advisers to the Company

Travers Smith LLP 10 Snow Hill London EC1A 2AL

Legal advisers to Berenberg and Shore Capital

Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH

Registrar

Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE

Receiving Agent

Computershare Investor Services PLC Corporate Actions Projects Bristol BS99 6AH

Principal bankers

The Northern Trust Company 50 Bank Street Canary Wharf London E14 5NT

Prime Broker

J.P. Morgan Securities PLC 25 Bank Street Canary Wharf London E14 5JP

PART 6

INFORMATION ON THE COMPANY

1. Introduction

The Company is a closed-ended investment company incorporated on 22 October 2019 in England and Wales with registered number 12275668 and registered as an investment company under Section 833 of the Act. The Company carries on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010, as amended.

The Company's Ordinary Shares were first admitted to trading on the Specialist Fund Segment on 21 February 2020. On the IPO Admission Date, 103,000,000 Ordinary Shares were issued and admitted to trading on the Specialist Fund Segment at 100p per share. On 26 November 2021, a further 10,021,432 Ordinary Shares were issued and admitted to trading on the Specialist Fund Segment at 139.70p per share.

LR 2.2.7(1) LR2.2.7(1A) A1.19.1.7 A11.6.2

LR 15.2.2 LR 15.2.7

As at the date of this Prospectus, the Company has 113,021,433 Ordinary Shares in issue. As at 30 August 2023, being the latest practicable date prior to publication of this Prospectus, the Company had a market capitalisation of approximately £153.1 million, a net asset value of approximately £168.0 million and a net asset value per share of 148.7p.

Subject to Shareholder approval of the New Investment Policy at the NAVF General Meeting, applications will be made to the London Stock Exchange for (i) the Existing Shares; and (ii) the New Shares to be issued pursuant to the AJIT Scheme, the AJG Scheme and the Placing Programme from time to time, to be admitted to the Official List of the Financial Conduct Authority and to trading on the premium segment of the Main Market (the "Premium Segment"). If the Migration is not completed, the Company's Existing Shares will continue to be traded on the Specialist Fund Segment.

The Company has a board of non-executive directors, all of whom are considered to be independent. The Company does not have any managing directors. The Company has appointed FundRock Management Company (Guernsey) Limited as alternative investment fund manager to provide overall portfolio and risk management services to the Company. The AIFM and the Company have appointed Rising Sun as investment adviser to provide investment advisory services to the AIFM and the Company in relation to its portfolio of investments. Further information on Rising Sun and the AIFM is set out in Part 7 (Directors, Management and Administration) of this Prospectus.

2. Investment opportunity

The Directors continue to believe that an investment in the Company offers the following potentially attractive characteristics:

• l Investment objective: the Company aims to provide Shareholders with attractive capital growth through its investment in a portfolio of quoted Japanese securities (although the Company may, in certain limited circumstances, make investments in unquoted companies provided that the Company's aggregate interest in unquoted investments at the time of any such investment is not more than 10 per cent. of the Company's Net Asset Value at that time).
• l Investment strategy: the Board, as a consequence of recent regulatory and governance changes in Japan, consider it to be the right time to operate a dedicated activist vehicle focused on Japanese listed equities which pursues superior returns and increased dividends for shareholders in the companies in which it invests.
• l Experienced team: the Company has the benefit of the track record of the Rising Sun Management Team which has more than 50 years' collective investment experience and a deep understanding of activist investor strategies. Rising Sun comprises a team with significant experience in Japan.
• l Identified investments: In addition to the Company's existing Portfolio, Rising Sun has identified a number of potential further investee companies which fulfil the Company's determined investment criteria and which it considers to be suitable for activist shareholder engagement. Consequently, the Company would expect to have deployed substantially all of the proceeds from (i) disposals of

assets transferred to the Company pursuant to the Schemes; or (ii) any issuance of Shares pursuant to the Placing Programme within six months from the relevant Admission.

• l Board and Proposed Directors: the Board, chaired by Rosemary Morgan, is comprised of individuals from relevant and complementary backgrounds offering fund management (including Japanese fund management), activist experience (including in relation to Japanese equities), and risk, compliance and capital markets experience. The Proposed Directors bring further experience in finance and equity investment management, as well as an in-depth understanding of the assets within AJIT's portfolio (in the case of Claire Boyle) and AJG's portfolio (in the case of Noel Lamb).
• l Schemes and Placing Programme: the Company proposes to issue up to 65 million Ordinary Shares pursuant to the AJIT Scheme, up to 65 million Ordinary Shares pursuant to the AJG Scheme and up to 250 million Ordinary Shares or C Shares pursuant to the Placing Programme.
• l Leverage: The Company may maintain gearing at a level which the Directors, the AIFM and Rising Sun consider to be appropriate and borrow an amount not exceeding 20 per cent. of the Company's Net Asset Value at the time of drawdown. The Company has arranged a borrowing facility of £30 million to provide the Investment Adviser with flexibility to gear the portfolio when appropriate. At the date of this Prospectus, this facility had not been drawn upon.
• l Costs of the Schemes: the estimated costs of the AJIT Scheme are set out at Part 11 (The AJIT Scheme) of this Prospectus. The estimated costs of the AJG Scheme are set out at Part 12 (The AJG Scheme) of this Prospectus.
• l Placing Programme cost: the Placing Programme Price for Ordinary Shares issued pursuant to the Placing Programme will be at a premium to the prevailing NAV at the time of determination of the Placing Programme Price which, over the course of the Placing and the Placing Programme, is intended to cover the fixed costs of the Placing Programme. The final Placing Programme Price is to be determined by the Board at its discretion and will be announced via an RIS prior to an Admission in connection with the Placing Programme. It is expected that the costs of the Placing Programme will be recovered through the Placing Programme Price, although the recovery of all or any part of the costs cannot be guaranteed. The Directors anticipate that the costs incurred in respect of a Placing of Ordinary Shares under the Placing Programme will be substantially recouped through the premium to Net Asset Value at which Ordinary Shares are issued. The total costs and expenses of any Placing of C Shares under the Placing Programme will be borne out of the gross proceeds of such Placing.

3. Investment objective and policy

The Company's current investment objective and investment policy is set out at Annex 3 to this Prospectus, together with the changes proposed to be made pursuant to the proposed adoption of the New Investment Policy by Shareholders at the NAVF General Meeting. The text set out below reflects the full text of the proposed New Investment Policy, which will be effective immediately upon approval of the relevant resolution by Shareholders at the NAVF General Meeting, and which would therefore represent the Company's investment objective and investment policy as at (i) completion of the Migration; and (ii) Admission of any New Shares to be issued pursuant to either Scheme or the Placing Programme. Any Placings under the Placing Programme are not conditional on completion of the Migration. If the Migration is not completed for any reason, the proceeds of any Placings will be invested in accordance with the existing Investment Policy.

3.1 Investment objective

The investment objective of the Company is to provide Shareholders with attractive long-term capital growth primarily through the active management of a focused portfolio of quoted companies that have the majority of their operations in, or revenue derived from, Japan, or a majority of whose consolidated net assets are held in Japan, or that are included in the TOPIX, and that have been identified by the Investment Adviser as being undervalued.

A4.1.1(a) A4.1.1(c) LR 15.2.2 LR 15.2.7

3.2 Investment Policy

Asset allocation

The Company will primarily invest in a highly selective portfolio of shares issued by quoted companies that have the majority of their operations in, or revenue derived from, Japan, or a majority of whose consolidated net assets are held in Japan, or that are included in the TOPIX ("Japanese Shares"), and which the Investment Adviser deems attractive and undervalued and typically where (i) cash and other liquid investments, real estate and/or tradeable securities constitutes a significant proportion of the investee company's market capitalisation; and (ii) the relevant company has no controlling or majority shareholders.

The Company may also from time to time obtain exposure to Japanese Shares, Derivatives (as defined below), cash, cash equivalents, exchange traded funds, near cash instruments and money market instruments, which may not necessarily suit activist management by the Investment Adviser, though this will be opportunistic, including as part of an acquisition of a broader portfolio, and will not form a core focus for asset allocation on an ongoing basis.

There are no restrictions placed on the market capitalisation of investee companies; but it is expected that the portfolio will be weighted towards small-cap and mid-cap companies with market capitalisation of up to US\$3 billion. The portfolio is expected to have up to 35 holdings, although there is no guarantee that this will be the case, and it may contain a lesser or greater number of holdings at any time.

The Company intends to acquire meaningful minority stakes in each investee company. The Company will not, however, acquire any stake which could cause a change in its status as an investment trust under Chapter 4 of Part 24 of the Corporation Tax Act 2010.

The Board will not set any limits on sector weightings or stock selection within the portfolio. The Company will not be constrained by any index benchmark in its asset allocation.

The Company may use derivatives for efficient portfolio management purposes. Such purposes would include the management of cash received by the Company upon the occurrence of significant liquidity events (including, without limitation, the receipt of proceeds of fundraisings, the realisation of Portfolio assets and other cash-generative events such as the completion of a management buyout by an investee company). Such derivative contracts may, for example, give the Company exposure to the whole or a sub-section of the Japanese stock market until such time as the Investment Adviser determines that the Company's derivative position should be liquidated and invested in an investee company in accordance with the Investment Policy (the foregoing derivative contracts being, for the purposes of this Investment Policy "Derivatives").

A4.2.8

LR 15.2.2.(1)

LR 15.2.4A(1) LR 15.2.4A(2)

A1.8.4 A4.2.1

Additionally, while the Company intends that the majority of its investments will be in quoted companies, it may also make investments in unquoted companies and the Company may become invested in unquoted companies as a result of corporate actions or commercial transactions undertaken by quoted companies. The Company will only make investments in unquoted companies in order to maintain or improve its position in relation to a business which operated through a quoted entity at the time of the Company's initial investment in that business.

Investment restrictions

The Board will apply the following restrictions on the size of its investments:

• l not more than twenty per cent. (20 per cent.) of the Gross Asset Value at the time of investment will be invested in the securities of a single issuer (such restriction does not, however, apply to investment of cash held for working capital purposes and pending investment or distribution in near cash equivalent instruments including securities issued or guaranteed by a government, government agency or instrumentality of any EU or OECD Member State or by any supranational authority of which one or more EU or OECD Member States are members);
• l the Company will only make an investment in an unquoted company if the aggregate interest of the Company in unquoted companies at the time of such investment is not more than ten per cent. (10 per cent.) of the Net Asset Value of the Company at that time. This will mean if a quoted portfolio company is delisted or an unquoted investment is revalued with the effect of increasing the

Company's interest in unquoted investments to above ten per cent. (10 per cent.) of the Company's Net Asset Value at that time, the Company will not be in breach of its Investment Policy and will not have to divest itself of any unquoted investments. Nevertheless, while the Company's interest in unquoted investments remains above ten per cent. (10 per cent.) of its Net Asset Value, the Company will not be able to make any further investments in unquoted companies;

• l total net investment Derivative exposure will not exceed twenty per cent. (20 per cent.) of Gross Asset Value at the time of investment; and
• l total exposure to any single counterparty which has issued Derivatives to the Company will not exceed twenty per cent. (20 per cent.) of Gross Asset Value at the time of investment.

The Company will comply with the following investment restrictions for so long as they remain requirements of the Listing Rules:

• l neither the Company, nor any of its subsidiaries will conduct any trading activity which is significant in the context of the Group as a whole;
• l no more than ten per cent. (10 per cent.), in aggregate, of the value of the total assets of the Company will be invested in other listed closed-ended investment funds (except to the extent that those investment funds have stated investment policies to invest no more than fifteen per cent. (15 per cent.) of their total assets in other investment companies which are listed on the Official List); and
• l the Company must, at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with the published Investment Policy.

Treasury Policy

Until the Company is fully invested, and pending re-investment or distribution of cash receipts, the Company will use Derivatives, cash, cash equivalents, exchange traded funds, near cash instruments and money market instruments in accordance with the Investment Policy.

The Company expects to maintain any non-operational cash balances in Japanese Yen.

Gearing Policy

The Company may use borrowings and other gearing to seek to enhance investment returns at a level (not exceeding 20 per cent. of the Company's net assets calculated at the time of drawdown) which the Directors, the AIFM and Rising Sun consider to be appropriate. It is expected that gearing will primarily comprise bank borrowings, public bond issuance or private placement borrowings, although overdraft or revolving credit facilities may be used to increase acquisition and cash flow flexibility.

A4.1.1(d) A4.1.1(f) A4.1.1(g) A4.1.3

LR 15.2.3A(1)

A4.1.2

Hedging Policy

Although the Company does not currently intend to enter into any arrangements to hedge its underlying currency exposure to investments denominated in Japanese Yen, it may in future, at its discretion, enter into currency hedging arrangements using futures, forwards, swaps or other derivative instruments.

Material breach of investment restrictions

In the event of any breach of the investment restrictions applicable to the Company, Shareholders will be informed of the actions to be taken by Rising Sun and the Company through a Regulatory Information Service.

3.3 Amendment to Investment Policy

No material change will be made to the Investment Policy without the approval of Shareholders by ordinary resolution and (subject to completion of the Migration) the FCA in accordance with the Listing Rules.

4. Investment strategy

The Company seeks to achieve its investment objective by taking advantage of the corporate governance reforms in Japan and utilising the increased focus on good corporate governance to engage with management teams, unlock value and encourage investee companies to make returns to their shareholders.

Further details on the Company's investment strategy are set out in paragraph 9 of Part 8 (Investment Approach, Strategy and Process) of this Prospectus.

5. The Schemes

AJIT Scheme

The Company announced on 18 May 2023 that the Company had agreed heads of terms with AJIT for a proposed rollover of the assets of AJIT into the Company. AJIT is a UK domiciled investment trust with net assets, as at 30 August 2023, of approximately £83.4 million and a market capitalisation as at that date of approximately £78.9 million.

The rollover, if approved by Shareholders and AJIT Shareholders, will be implemented through a scheme of reconstruction proposed by AJIT pursuant to section 110 of the Insolvency Act 1986. This would result in the voluntary liquidation of AJIT and the rollover of its assets into the Company in exchange for the allotment of New Shares to the AJIT Liquidators (as nominees for AJIT Shareholders entitled to them in accordance with the AJIT Scheme). Thereafter, the AJIT Liquidators will renounce the allotments of the New Shares in favour of AJIT Shareholders who have elected (or are deemed to have elected) to receive New Shares and such New Shares will be issued by the Company to those AJIT Shareholders pursuant to the AJIT Scheme. AJIT shareholders will be offered the option of a cash exit for up to 25 per cent. of AJIT's shares in issue, providing AJIT Shareholders with the ability to realise part (or potentially all) of their investment at a 2 per cent. discount to formula asset value ("FAV") per share. Details on how the respective FAVs and the relevant conversion ratio will be calculated are set out in Part 11 (The AJIT Scheme) of this Prospectus.

AJG Scheme

The Company announced on 11 August 2023 that the Company had agreed heads of terms with AJG for a proposed rollover of the assets of AJG into the Company. AJG is a Guernsey domiciled investment trust with net assets, as at 30 August 2023, of approximately £76.8 million and a market capitalisation as at that date of approximately £70.9 million.

The rollover, if approved by Shareholders and AJG Shareholders, will be implemented through a scheme of reconstruction proposed by AJG pursuant to section 391(1)(b) of the Companies (Guernsey) Law, 2008. This would result in the voluntary winding up of AJG and the rollover of its assets into the Company in exchange for the allotment of New Shares to the AJG Liquidators (as nominees for AJG Shareholders entitled to them in accordance with the AJG Scheme). Thereafter, the AJG Liquidators will renounce the allotments of the New Shares in favour of AJG Shareholders who have elected (or are deemed to have elected) to receive New Shares and such New Shares will be issued by the Company to those AJG Shareholders pursuant to the AJG Scheme. AJG shareholders will be offered the option of a cash exit for up to 25 per cent. Of AJG's shares in issue, providing AJG Shareholders with the ability to realise part (or potentially all) of their investment at a 2 per cent. discount to formula asset value ("FAV") per share. Details on how the respective FAVs and the relevant conversion ratio will be calculated are set out in Part 12 (The AJG Scheme) of this Prospectus.

Benefits of the Schemes

The Board believes that the issue of New Shares pursuant to each Scheme and, potentially, pursuant to the Placing Programme, has the following benefits to Shareholders:

• l Shareholders will immediately benefit from an enlarged capital base;
• l the implementation of each Scheme will result in an enlarged and more diverse portfolio of assets which the Investment Adviser is well placed to manage (given its experience);
• l it will result in a reduction of the estimated pro forma ongoing charges ratio of the Company;
• l the increase in the size of the Company should mean that the Ordinary Shares have enhanced liquidity in the secondary market;
• l the Company will be able to deploy additional capital at an advantageous time;
• l a larger capital base will allow the Investment Adviser to pursue its activist strategy in opportunities involving companies with larger capitalisations; and
• l the Investment Adviser will be able to have more effective conversations with investee companies (on the basis of the Company having more firepower to build stakes these companies).

The assets to be received by the Company pursuant to each Scheme, which in each case will consist of shares in listed Japanese companies, will be managed in accordance with the Investment Policy, and may be realised over time. Any proceeds of any such realisation are expected to be redeployed into more activist opportunities within six months of receipt.

6. Reasons for the Placing Programme and use of proceeds

The Company continues to seek to take advantage of the corporate governance reforms in Japan introduced over the past fifteen years and the Board believes that an activist strategy will continue to generate superior returns compared to the broader market.

The Investment Adviser continues to focus on companies that have excess capital over and above that required for the operation of their business and seeks to persuade companies to distribute excess cash to shareholders by repurchasing their shares in the market or paying out larger cash dividends.

The Board remains confident of the potential for significant returns from the current investment portfolio and of the prospects of identifying attractive new targets. The Investment Adviser will continue to seek out undervalued opportunities with the potential to unlock value to all Shareholders, a strategy which the Board believes can generate strong absolute returns in a wide range of market environments.

Although there are no immediate plans to raise additional equity finance to pursue the Company's investment strategy, the establishment of the Placing Programme will allow the Company to issue shares to raise equity finance on an accelerated basis in order to take advantage of opportunities which the Investment Adviser identifies, should the Company choose to do so.

The proceeds of each Placing (net of costs) will be invested by the Company in accordance with the Investment Policy.

7. Alternative Investment Fund Manager

The Company has appointed FundRock Management Company (Guernsey) Limited as the Company's AIFM pursuant to the AIFM Agreement under which it is responsible for overall portfolio management and compliance with the Company's Investment Policy, providing alternative investment fund manager services, providing guidance to the Company on its compliance with the requirements of the UK AIFM Directive and the EU AIFM Directive that apply in respect of the marketing of the shares of the Company in the UK and the EEA respectively, and undertaking risk management.

The AIFM offers fund management services including Alternative Investment Fund Managers Directive and UCITS solutions for advisors and boards, together with principal management, risk management and support services for fund managers seeking to market funds on a cross-border basis. The AIFM has a strong track record and currently acts as manager to a number of funds in excess of US\$8 billion under management.

The AIFM is a limited liability company incorporated in Guernsey on 3 September 1987, with company number 17484. The AIFM is licensed by the GFSC under the provisions of The Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended, to conduct certain restricted activities in relation to collective investment schemes and general securities and derivatives.

The AIFM's registered office is 1 Royal Plaza Royal Avenue, St Peter Port, Guernsey GY1 2HL. Its telephone number is +44 (0)20 3530 3600 and its legal entity identifier is 213800YBAKK4JL14Z337.

Further information on the AIFM is included in paragraph 2 of Part 7 (Directors, Management and Administration) of this Prospectus.

8. The Investment Adviser

Portfolio advice and day-to-day portfolio management services, including the origination and evaluation of investment opportunities and the execution of transactions, are provided to the Company by Rising Sun Management Ltd. as a delegate of the AIFM. The Investment Adviser is a company incorporated in Cayman whose registered office is c/o Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, George Town, Grand Cayman KY1-1106, Cayman Islands with registered number 356413.

Further information on Rising Sun is included in paragraph 3 of Part 7 (Directors, Management and Administration) of this Prospectus.

9. Dividend policy

The Company believes that the substantial undervaluation of Japanese equities, coupled with an activist strategy designed to unlock underlying value should allow the Company to achieve significant investment results over time. Given the nature of this strategy however, it is possible that such returns could be "lumpy" and unpredictable. The Company's intention is therefore to look to achieve its results primarily through capital appreciation. As such, no specific dividend policy has been established and any distributions will be made entirely at the discretion of the Board. Notwithstanding the foregoing, the Company will make such distributions as may be required to ensure compliance with the rules relating to investment trusts.

A1.18.5.1

A18.5.2

A11.4.3

Dividends paid to Shareholders in (i) the financial period from the Company's incorporation on 22 October 2019 ended 31 December 2020; (ii) the year ended 31 December 2021; (iii) the year ended 31 December 2022; and (iv) the six months ended 30 June 2023, were as follows:

Dividends paid in respect of the financial period from the Company's incorporation on 22 October 2019 ended 31 December 2020	0.85p per share
Dividends paid in respect of the year ended 31 December 2021	1.95p per share
Dividends paid in respect of the year ended 31 December 2022	3.20p per share
Dividends paid in respect of the six months ended 30 June 2023	nil

10. Capital structure

Share capital

The Company's share capital structure currently consists of Ordinary Shares. The Ordinary Shares are, and C Shares (if issued) would be, in registered form and may be held in certificated or in uncertificated form.

The Company may issue new Ordinary Shares pursuant to the Schemes and/or new Ordinary Shares and/or C Shares pursuant to the Placing Programme.

Further issues of Shares

Under the Act, any issues of Shares pursuant to either Scheme or the Placing Programme, of whatever class, for cash will be subject to pre-emption rights conferred on existing Shareholders, save to the extent these rights have been disapplied by a special resolution of the Company. At the NAVF General Meeting, it is proposed that Shareholders authorise the Directors to allot up to 65 million New Shares pursuant to the AJIT Scheme, up to 65 million New Shares pursuant to the AJG Scheme and 250 million New Shares pursuant to the Placing Programme on a non-pre-emptive basis. Further details of the Schemes and the Placing Programme and the Directors' intentions concerning the issue of New Shares under the Schemes and the Placing Programme are set out in Part 11 (The AJIT Scheme), Part 12 (The AJG Scheme) and Part 13 (Placing Programme) of this Prospectus respectively.

In addition to the Company's allotment authority, at the Company's annual general meeting held on 8 June 2023, the Directors were given a general authority to issue Ordinary Shares having, in aggregate, a nominal value of up to £113,021, being 10 per cent. of the aggregate value of the Company's issued share capital as at 5 April 2023 (being the date of the notice of such annual general meeting) on a non pre-emptive basis (the "General Allotment Resolutions"). The authority granted by the General Allotment Resolutions will expire on the conclusion of the Company's annual general meeting to be held in 2024 or on the expiry of 15 months from the passing of the General Allotment Resolutions, whichever is earlier.

The proceeds of the issue of New Shares will be used in accordance with the Company's investment objective and policy, as described in paragraph 3 of this Part 6.

The Directors only intend to use their authority to issue New Shares under the Placing Programme (or under their general authority) in the event that the Ordinary Shares trade at a premium to Net Asset Value and, consequently, the authority may be used in order to reduce any premium over NAV at which the Company may be trading, as well as to raise additional capital for investment in accordance with the Company's Investment Policy and improve liquidity. As a consequence, further issues of New Shares will be made under the Placing Programme (or under the Directors' general authority), entirely at the Directors' discretion, and only at prices (net of issue costs) that represent a premium to the prevailing Net Asset Value per Ordinary Share and, therefore, will not have a dilutive effect on the NAV of the Ordinary Shares then in issue.

The Directors currently intend to seek annual renewal of the authority to issue Ordinary Shares on a non-pre-emptive basis from Shareholders in respect of an aggregate number of Ordinary Shares equal to up to ten per cent. of Shares in issue from time to time or such other number as the Shareholders at a general meeting of the Company will approve.

New Shares to be issued under AJIT Scheme, the AJG Scheme or the Placing Programme may be issued under this Prospectus, provided that it is updated by a supplementary prospectus (if required) under Article 23 of the UK Prospectus Regulation. Article 1(5) of the UK Prospectus Regulation currently allows for the issue of shares representing, over a period of 12 months less than 20 per cent. of the number of shares of the same class already admitted to trading on the same regulated market without the requirement for a prospectus to be published, provided that such issue is not made by way of an offer of the Company's securities to the public.

Should the Board wish to issue Ordinary Shares or C Shares in excess of the amount which it is authorised to allot, further authorities will be sought at an appropriate time by convening a general meeting of Shareholders for the purpose. It is expected that this Prospectus will remain valid for 12 months from the date hereof, subject to the requirement under the UK Prospectus Regulation to publish supplementary prospectuses to disclose any significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the New Shares prior to the relevant Admission.

11. Discount management – share buybacks

The Company may purchase Shares in the market at prices which represent a discount to the prevailing NAV per Share of that class so as to enhance the NAV per Share for the remaining holders of Shares of the same class. The Company is currently authorised to make market purchases of up to 14.99 per cent. of the aggregate number of issued Ordinary Shares as at the date of this Prospectus.

A11.3.4

The Board intends to seek Shareholder approval to renew its authority to make market purchases of its own issued Shares once its existing authority has expired or at subsequent AGMs.

Purchases of Shares will be made within guidelines established from time to time by the Board and only in accordance with applicable law and the Disclosure Guidance and Transparency Rules. Any purchase of Shares may be satisfied by the available cash or cash equivalent resources of the Company, from borrowings, the realisation of the Company's assets or any combination of these sources of liquidity, at the Directors' discretion.

Ordinary Shares bought back by the Company may be held in treasury or cancelled. Such Ordinary Shares may (subject to there being in force a resolution of Shareholders to disapply the rights of pre-emption that would otherwise apply) be resold by the Company. C Shares bought back by the Company will be cancelled.

At the date of this Prospectus, the Company does not hold any Shares in treasury.

12. Duration

The Company has been established with unlimited life. However, the Directors intend to offer shareholders an exit opportunity at close to NAV around the fifth anniversary of the IPO Admission Date (the "Exit Opportunity"). The mechanism will be dependent on various factors including the number of Shareholders seeking to participate in the Exit Opportunity, the liquidity of the underlying market at the time of the Exit Opportunity and/or the demand for Shares from other investors at the time. The Directors will consider the most efficient and cost effective mechanism for providing the Exit Opportunity which may include, but are not limited to, significant share buybacks or a tender offer. The Board, together with Shore Capital and Berenberg, will canvas opinion from the Shareholders in the months leading up to the Exit Opportunity.

In addition, Shareholders will have the opportunity to vote on an ordinary resolution on the continuation of the Company at the AGM of the Company to be held in 2025, and every second AGM thereafter. If any such ordinary resolution is not passed, the Directors will draw up proposals for the voluntary liquidation, unitisation, reorganisation or reconstruction of the Company for consideration by the Shareholders at a general meeting to be convened by the Directors for a date not more than six months after the date of the meeting at which such ordinary resolution was not passed.

13. Investment trust status

The Company has obtained approval as an investment trust from HMRC for the purposes of section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. However, no guarantee is given that the Company will be able to maintain its status as an investment trust.

Nevertheless, the Company intends at all times to continue to conduct its affairs so as to enable it to qualify as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. In summary, the key conditions that must be met for approval by HMRC for any given accounting period as an investment trust are that:

• (a) all or substantially all of the business of the Company is investing its funds in shares, land or other assets with the aim of spreading investment risk and giving members the benefit of the results of the management of its funds;
• (b) the Company is not a close company at any time during the accounting period for which approval is sought;
• (c) the Company's ordinary share capital is admitted to trading on a regulated market (as defined in FSMA) throughout the accounting period;
• (d) the Company is not a real estate investment trust or a venture capital trust; and
• (e) the Company must not retain in respect of the accounting period an amount greater than the higher of: (i) 15 per cent. of its income for the period; and (ii) the amount of any income which the Company is required to retain in respect of the period by virtue of a restriction imposed by law. However, where the Company has relevant accumulated losses brought forward from previous accounting periods of an amount equal to or greater than the higher of the amounts mentioned in (i) and (ii) above, it may retain an amount equal to the amount of such losses.

14. UK AIFM Directive

The Company operates as an externally managed UK domiciled AIF with a non-UK AIFM for the purposes of the UK AIFM Directive. Accordingly, the AIFM has notified the FCA in accordance with Article 42 of the UK AIFM Directive, of the AIFM's intention to market the Company in the UK. The AIFM is licensed and regulated by the Guernsey Financial Services Commission.

15. Non-mainstream pooled investment products

The Company is not deemed to be a non-mainstream pooled investment because, as an investment trust, the Shares are "excluded securities" under the FCA's rules on non-mainstream pooled investment products.

The Directors have been advised that the requirements of Article 57 of the MiFID II delegated regulation of 25 April 2016 (as it applies in the UK pursuant to the EUWA) will be met in relation to the Shares and that accordingly, the Shares should be considered "non-complex" for the purposes of MiFID II.

16. Profile of typical investors

The typical investors for whom the New Shares are intended are investors who are capable themselves of evaluating the merits and risks of an investment in the Company and who have sufficient resources both to invest in potentially illiquid securities and to be able to bear any losses (which may equal the whole amount invested) that may result from the investment. Such investors may wish to consult an independent financial adviser prior to investing in the Shares.

17. Net Asset Value

The Net Asset Value is the value of all assets of the Company less liabilities to creditors (including provisions for such liabilities) determined in accordance with IFRS and the Company's valuation principles and procedures.

A4.6.1

A4.6.2

The Administrator is responsible for calculating the NAV per Ordinary Share and (if C Shares are in issue) NAV per C Share of the Company. Announcements of unaudited NAV per Ordinary Share and NAV per C Share, will be made on a daily basis through a Regulatory Information Service. The unaudited NAV per Ordinary Share and NAV per C Share will be calculated in sterling on a cum income basis in line with IFRS by the Administrator with input from the Investment Adviser.

Quoted investments will be valued by reference to their bid prices on the relevant exchange. Unquoted or illiquid valuations will be valued by an appropriate third-party valuer or by the Investment Adviser, provided that the Investment Adviser will not value any such unquoted or illiquid investments at more than cost or at a value greater than that attributed to the investment by an appropriate third-party valuer.

Valuations of NAV per Ordinary Share and NAV per C Share will be suspended only in any circumstances in which the underlying data necessary to value the investments of the Company cannot readily or without undue expenditure be obtained or for regulatory reasons. Any such suspension will be announced through a Regulatory Information Service.

18. Meetings, Accounts and Reports

All general meetings of the Company will be held in the United Kingdom. The Company will hold an annual general meeting each year. The Company's most recent annual general meeting was held on 8 June 2023.

The first accounting period of the Company ended on 31 December 2020 and accounting periods remain with their end date on 31 December in each year. The audited annual accounts are published via an RIS within four months of the year end to which they relate. Unaudited half yearly reports, made up to 30 June are announced within three months of that date. The audited annual accounts and half yearly reports will also be made available at the registered office of the Administrator and the Company and on the Company's website at www.nipponactivevaluefund.com.

The financial statements of the Company are prepared in accordance with IFRS and the annual accounts are audited by an independent accounting firm using auditing standards in accordance with International Standards on Auditing (UK). The Directors may, however, change the accounting policies under which the Company's accounts are prepared if it is considered necessary or appropriate to do so.

19. Taxation

Potential investors are referred to Part 14 (UK and Japanese Taxation) of this Prospectus for details of the taxation of the Company and Shareholders in the UK. Investors who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their own professional advisers immediately.

20. Environmental, social and governance responsibility

Rising Sun is a signatory to the United Nations' Principles for Responsible Investment ("UNPRI"). The UNPRI is the world's leading proponent of responsible investment. It works to understand the investment implications of environmental, social and governance ("ESG") factors and to support its international network of investor signatories in incorporating these factors into their investment and ownership decisions. The UNPRI acts in the long-term interests of its signatories, of the financial markets and economies in which they operate and ultimately of the environment and society as a whole. The principles have in the region of 5,000 signatories across the globe, including major international investment management firms. Rising Sun has adopted a sustainability policy incorporating principles based on the UNPRI and which covers the integration of ESG risk analysis into its investment process and its policy on the stewardship of its client assets.

PART 7

DIRECTORS, MANAGEMENT AND ADMINISTRATION

1. Directors and Proposed Directors

The Directors are responsible for managing the business affairs of the Company in accordance with the Articles and the Investment Policy and have overall responsibility for the Company's activities including its investment activities and reviewing the performance of the Company's portfolio.

The Directors may delegate certain functions to other parties such as the AIFM, the Investment Adviser, the Administrator, the Company Secretary, the Custodian, the Prime Broker and the Registrar. In particular, the Directors have delegated responsibility for day-to-day management of the investments comprised in the Company's portfolio to the AIFM (which has in turn delegated portfolio management activities to the Investment Adviser). The Directors have responsibility for supervising the AIFM and the Investment Adviser.

LR15.2.19

LR 15.2.11(1) LR 15.2.12(A)(1) LR15.2.12(A)(2) A1.12.1

All of the Directors and the Proposed Directors are considered by the Board to be independent of the AIFM and Rising Sun. The Board currently consists of:

Rosemary Morgan (non-executive chair)

Rosemary is an independent director and Chairman of JP Morgan India Investment Trust. Until 2022, she was a Senior Independent non-executive Director of Schroder Asia Pacific Investment Trust, where she was the Chairman of the Audit and Risk Committee.

Rosemary studied Japanese at the Australian National University in Canberra before being awarded the Monbusho Scholarship at Kobe University in Japan and then studying for a Master of Arts in Japanese Literature at Harvard University in the United States.

After university, Rosemary worked as a Japanese equity fund manager for 16 years at John Govett before joining the institutional client team at Fidelity International and then moving to the Royal Bank of Scotland as Head of Asia and Emerging Markets (Multi Manager Funds), where she managed long only and alternative funds of funds, specialising in Japan and Emerging Markets.

Chetan Ghosh (non-executive director)

Chetan is the Chief Investment Officer for Centrica's pension scheme arrangements and is responsible for providing support to the directors of the investment committee. His role covers investment strategy considerations, asset class and manager research, and liaising with the investment advisers. This role is now carried out within Schroders under an OCIO (Outsourced Chief Investment Officer) arrangement.

Prior to joining Centrica in 2009 Chetan worked in a number of roles, ranging from pensions actuary at Towers Perrin to investment consultant at Aon Hewitt and Lane Clark & Peacock. Whilst at financial services firm Alexander Forbes, Chetan developed a fiduciary management offering to improve client governance structures.

Chetan has a first class degree in Mathematics from Kings College London.

Rachel Hill (non-executive director)

Since 2006, Rachel has been a director of Dragon Capital Markets (Europe) Limited and has been responsible for the European marketing of London Stock Exchange listed Vietnam Enterprise Investments Ltd and the Vietnam Equity (UCITS) fund. Rachel was also previously on the board of Dalton Asia Fund, which is a long/short Asian Investment fund managed by Dalton Investments LLC. Rachel has 32 years of experience in respect of equity and equity fund sales in Asian markets.

In addition, Rachel also currently serves on the board of DC Developing Market Strategies Ltd, a Dublin regulated UCITS fund investing in Vietnam and Quaero Capital Luxembourg Fund, a Luxembourg regulated UCITS platform with various sub funds investing in equities and bonds.

Rachel holds a BA (Hons) MA in Natural Science from Trinity Hall, Cambridge University and is also a Chartered Member of the Chartered Institute for Securities and Investment.

Ayako Hirota Weissman (non-executive director)

Ayako is a senior portfolio manager and director of Asia Strategy at Horizon Kinetics LLC. With over 30 years of investment experience, Ayako was previously a founder and Chief Investment Officer of AS Hirota Capital Management, LLC.

Ayako's prior experience also includes acting as a portfolio manager specialising in Japanese securities for Kingdon Capital Management, LLC, a New York–based hedge fund, two years as a partner and Portfolio Manager of Feirstein Hirota Japan Partners and 12 years at Salomon Smith Barney Asset Management, as a Managing Director and Senior Portfolio manager in the U.S. value equity group, with responsibility for approximately US\$2 billion in assets. Ayako is a director of Toshiba Corporation.

Ayako received an MBA from the International Institute for Management Development (IMD) in Lausanne, Switzerland and a BA in Liberal Arts from International Christian University in Tokyo, Japan. Ayako is a CFA® charterholder.

Alicia Ogawa (non-executive director)

Alicia is a director of the Project on Japanese Corporate Governance and Stewardship at the Center on Japanese Economy and Business (CJEB), Columbia Business School, NYC and has over 20 years of experience in the Asian financial markets. She also serves on the board of The Maureen and Mike Mansfield Foundation, Misaki Capital (from December 2019). She was also a member of the Assistant Adjunct Faculty, Columbia University School of International and Public Affairs from 2007-2021. She is currently a consultant for activist funds.

In her role as director of the Project on Japanese Corporate Governance and Stewardship, Alicia has been a featured speaker on Japanese financial markets issues for public and private sector conferences such as Goldman Sachs, SIFMA, Council of Institutional Investors, Japan Securities Dealers Association, CSIS, Peterson Institute, and Japan Society.

Prior to 2006, Alicia was a Managing Director and the Director of Global Research Product, Lehman Brothers, NYC and was tasked with leading the global analysts in development of a globally-themed equity research product focused on specific market sectors.

Alicia holds an M.I.A from the Columbia University School of International and Public Affairs in East Asian Studies and International Finance.

Proposed Director – Claire Boyle (non-executive director)

If the AJIT Scheme is implemented, in order to provide continuity for AJIT Shareholders, particularly with regard to the proposed structure of the AJIT Scheme whereby a transfer of the AJIT portfolio comprising the AJIT Rollover Pool is made, it is intended that Claire Boyle will join the Board on the AJIT Scheme Effective Date. Claire Boyle will be a non-executive Director and is considered to be independent of the AIFM and the Investment Adviser.

A1.14.5

Claire Boyle was appointed as an independent non-executive director of AJIT with effect from 1 February 2019 and was appointed Chair of the Audit and Risk Committee from October of that year. She is also the Chair of Life Science REIT plc, a non-executive director and Chair of the Audit Risk Committee of Fidelity Special Values plc and a non-executive director of The Monks Investment Trust PLC.

Claire is a Fellow of the Institute of Chartered Accountants in England and Wales, qualifying in 1993 whilst working in litigation support at Coopers & Lybrand. She has over 17 years' experience working in finance and equity investment management, working on funds over a wide range of sectors for international corporate, Government, State and retail clients, including unit and investment trusts. She started her investment career on the UK research desk at Robert Fleming, was a partner at Oxburgh Partners LLP with responsibility for their European Equity Hedge Fund, and prior to that a European Equity Fund Manager at American Express Asset Management, where her role included both equity investment and business development.

Proposed Director – Noel Lamb (non-executive director)

If the AJG Scheme is implemented, in order to provide continuity for AJG Shareholders, particularly with regard to the proposed structure of the AJG Scheme whereby a transfer of the AJG portfolio comprising the AJG Rollover Pool is made, it is intended that Noel Lamb will join the Board on the AJG Scheme Effective Date. Noel Lamb will be a non-executive Director and is considered to be independent of the AIFM and the Investment Adviser.

A1.14.5

A4.4.2

Noel Lamb was appointed to the board of AJG on 1 February 2011 and appointed as Chairman on 1st May 2014. He graduated from Exeter College, Oxford University and is a barrister-at-law. He joined Lazard Brothers & Co Limited in 1987 and from 1992 to 1997 he was the managing director of Lazard Japan Asset Management where he was the fund manager for their Japanese equities. In 1997, he moved to the Russell Investment Group where he established the investment management capability of Russell in London. In 2002, he was promoted to Chief Investment Officer in North America where he managed assets of \$150 billion until his departure in 2008. In 2020, he was appointed as a director of Guinness Asset Management Funds and in January 2022 as chairman of Rockwood Strategic plc.

Board Composition

Notwithstanding the proposed appointments of Claire Boyle and Noel Lamb, following the absorption of the new assets from AJIT and AJG into the Portfolio pursuant to the Schemes, it remains the intention of the Board over the longer-term to reduce the number of Directors back to a maximum of five. Assuming that each Scheme completes and Claire Boyle and Noel Lamb join the Board, it is intended that one Director will retire and not stand for re-election at each of the annual general meetings of the Company to be held in 2025 and 2026 respectively, thereby returning the number of Directors to five.

2. AIFM

The Company has appointed FundRock Management Company (Guernsey) Limited as the Company's alternative investment fund manager ("AIFM") pursuant to the AIFM Agreement under which it is responsible for overall portfolio management and compliance with the Company's Investment Policy, providing alternative investment fund manager services, providing guidance to the Company on its compliance with the requirements of the UK AIFM Directive and the EU AIFM Directive that apply in respect of the marketing of the shares of the Company in the UK and the EEA respectively and undertaking risk management subject always to the overall policies, supervision and review of the Board.

A summary of the AIFM Agreement is set out in paragraph 6.3 of Part 14 (General Information) of this Prospectus.

3. The Investment Adviser

3.1 Introduction

Pursuant to the Investment Advisory Agreement, the AIFM and the Company have appointed Rising Sun as Investment Adviser to provide investment advisory services to the AIFM and the Company in respect of the assets of the Company, including in connection with the evaluation, origination, acquisition and execution of potential investment opportunities for the Company, as well as on-going monitoring of the Company's investment portfolio. In providing its services, Rising Sun has regard to the investment objective, Investment Policy, investment restrictions and principles of allocation as set out in this Prospectus (such policies and principles as may be amended from time to time).

3.2 Rising Sun's capabilities

Rising Sun is a Cayman entity which is led by James B. Rosenwald, III. Mr Rosenwald has over 40 years' experience investing in Asia and is co-founder and chief investment officer of Dalton. Dalton is a value focused investment management firm with expertise in Asia equities and global equities. Headquartered in Santa Monica, California, with affiliate offices in Las Vegas, Tokyo, Sydney, Mumbai and Hong Kong, Dalton manages (as at 30 June 2023 US\$3.0 billion in actively managed long only and long-short strategies for pensions, endowments, foundations, financial institutions and family offices. Dalton has a strong track record investing in Japanese equities. The Dalton Japan Long Only composite track record (US\$1.5 billion gross assets under management as at 30 June 2023) is set out below.

The Dalton Japan Long Only composite track record as at 30 June 2023 (data presented in accordance with the Global Investment Performance Standards)

	Since
	Inception	1996	1997	1998	1999	2000	2001	2002
JLO Gross	8.7%	-2.0%	-1.2%	-0.2%	95.9%	-13.8%	-12.1%	-27.3%
Benchmark	2.7%	-11.5%	-14.0%	-8.6%	45.4%	-19.5%	-19.0%	-19.0%
	2003	2004	2005	2006	2007	2008	2009	2010
JLO Gross	25.9%	15.7%	48.8%	6.6%	-15.0%	-36.9%	7.9%	16.7%
Benchmark	23.0%	10.5%	44.4%	7.2%	-10.1%	-42.5%	9.0%	0.6%
	2011	2012	2013	2014	2015	2016	2017	2018
JLO Gross	-3.3%	25.1%	73.5%	16.0%	24.1%	3.8%	24.6%	-16.0%
Benchmark	-18.8%	21.7%	54.5%	9.3%	9.9% YTD	-0.7%	19.7%	-15.1%
	2019	2020	2021	2022	2023
JLO Gross	19.0%	8.0%	10.8%	-0.3%	25.8%
Benchmark	18.4%	8.9%	13.3%	-5.1%	24.5%

Sources: Dalton Investments LLC and Morningstar.1

PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE PERFORMANCE. THE VALUE OF THE INVESTMENTS AND THE INCOME FROM THEM CAN GO DOWN AS WELL AS UP AND AN INVESTOR MAY NOT GET BACK THE AMOUNT INVESTED. THESE INVESTMENTS ARE DESIGNED FOR INVESTORS WHO UNDERSTAND AND ARE WILLING TO ACCEPT THESE RISKS. PERFORMANCE MAY BE VOLATILE, AND AN INVESTOR COULD LOSE ALL OR A SUBSTANTIAL PORTION OF ITS INVESTMENT.

3.3 Rising Sun Management Team

The Rising Sun Management team comprises Mr James B. Rosenwald, III, Mr Gifford Combs, Mr Paul ffolkes Davis and Mr Kazutaka Mizuochi. In addition the Investment Adviser has entered into an agreement whereby the Tokyo office of Dalton Advisory KK will provide investment research services to the Investment Adviser. The Investment Adviser is also registered with the U.S. Securities and Exchange Commission, as a relying adviser for Rosenwald Capital.

The management team of the Investment Adviser includes:

James B. Rosenwald, III

James heads the investment team at Rising Sun as well as being the co-founder and Chief Investment Officer of Dalton which was established in 1999.

James is currently an Adjunct Professor of Finance at New York University's Business School where he teaches, "Global Value Investing". James has over 40 years of investment experience managing

1 This performance data is supplemental to Dalton's GIPS-verified performance data, which is provided in Appendix 1. Please see Appendix 1, including GIPS verified Dalton Japan Long Only presentation, for performance disclosures.

equity portfolios and in particular in investing in Asia, and was also previously an external manager for the Soros Group. James has been a director of Shore Capital since January 2010.

James holds an MBA from New York University and an AB from Vassar College.

Gifford Combs

Gifford is the co-founder and Portfolio Manager for Dalton and was a founding member of Dalton which was established in 1999. Gifford has over 35 years of investment experience managing equity portfolios.

Prior to joining Dalton, he managed equity portfolios for U.S. and international institutions at Pacific Financial Research, a Beverly Hills-based money manager with assets in excess of US\$5 billion.

Gifford serves on the Philanthropic Advisory Board for the University of Cambridge (Cambridge, UK) as well as on the investment committees of the College of the Atlantic (Bar Harbor, USA) and the Mt Desert Land and Garden Preserve (Seal Harbor, USA). He is member of the Board of Directors of The Pot and Kettle (Bar Harbor, USA).

Gifford holds an M.Phil degree, with distinction, in Economics and Politics from Cambridge University and an AB degree, magna cum laude, from Harvard College.

Paul ffolkes Davis

Paul is the Chairman of Rising Sun Management Ltd. and has over forty years' experience in financial services.

From 2004 until March 2020, he was Bursar of Trinity Hall, one of Cambridge University's oldest colleges (founded 1350). During his time in charge of the College's endowment, its value rose from circa £60 million to over £320 million. Investments consisted mainly of global listed securities, together with physical property and various 'alternatives'.

While in this role, Paul founded Cambridge & Counties Bank in June 2012, with the College owning 50 per cent., and acted as its first Chairman until December 2016. Thereafter, he continued as Vice-Chairman until retiring from the Board in June 2021.

His career began in investment banking and included roles in fixed income sales and trading, portfolio management and, latterly, running Equity Capital Markets at several institutions. Board level appointments included NM Rothschild & Sons Limited (1984-95), NatWest Markets and Rabobank International.

Paul holds MA (Hons) degrees from both Oxford and Cambridge Universities.

Kazutaka Mizuochi

Since 2018, Kazutaka has been a partner at the Tokyo law firm, Hibiya-Nakata and has over 25 years of experience in advising on matters of corporate law with a particular focus on mergers and acquisitions.

Prior to joining Hibiya-Nakata, he was a partner at the law firm Baker & McKenzie, Tokyo between 2006 and 2018.

Kazutaka's mergers and acquisitions experience includes representing various international companies (including Japanese and British companies) in the acquisition or disposal of overseas interests.

Kazutaka was the chairperson of the Public Relations Committee of the Tokyo Bar Association between 2013 and 2015. He holds an LLB from the Keio University (Tokyo) as well as an LLM from the University of Illinois.

Julie Arnall

Julie started her career in the United Kingdom where she trained as an accountant with Whitbread Group plc, having studied Accounting and Business at the University of Luton.

In 1987, Julie moved to the Cayman Islands to join Cayman National Trust Co. Ltd (CNT), a large financial services group. As Senior Vice President of the company, Julie specialised in mutual funds and hedge funds, as well as company and trust, administration and accounting.

Julie currently runs her own financial and management accounting company as well as holding directorships in many large funds and investment companies.

3.4 Dalton Advisory KK

Dalton Advisory KK, a private limited company incorporated in Japan, has entered into a research services agreement with the Investment Adviser pursuant to which Dalton Advisory KK provides the Investment Adviser with research and data analysis in respect of Japanese equities.

Dalton Advisory KK is a wholly owned subsidiary of Dalton Investments LLC. Gifford Combs and James B. Rosenwald, III, chief investment officer at Rising Sun, are co-founders and senior officers of Dalton Investments LLC.

A4.3.4

4. Service Providers

Set out below are the identities of the Company's material service providers and a summary of the services provided to the Company under the terms of the respective agreements that the Company has entered into with such service providers.

4.1 Administrator and Company Secretary

Apex Listed Companies Services (UK) Limited is a private limited company incorporated on 19 November 2015 in England and Wales with registered number 09879916. It is an established administrator and forms part of the Apex Group, one of the largest independently owned financial services groups with global outreach.

The Administrator, under the terms of the Administration Agreement, provides among other things the following services: general company secretarial functions to the Company, including those secretarial functions required by the Companies Act 2006, and day-to-day administrative services; assistance with the implementation of corporate governance and other compliance requirements; daily calculation of Net Asset Value of the Shares; maintenance of adequate accounting records and management information; preparation of the audited annual financial statements and the unaudited interim report and publication of the same through a Regulatory Information Service; and assisting with the preparation and submission of necessary tax returns.

4.2 Shore Capital and Berenberg

Shore Capital Stockbrokers Limited has been appointed as joint bookrunner and corporate broker to the Company. Joh. Berenberg, Gossler & Co. KG, London Branch has been appointed as joint bookrunner and corporate broker to the Company, and Berenberg has been appointed to act as FCA sponsor in connection with the Migration. The Company, the Directors, the Proposed Directors, Rising Sun, Shore Capital and Berenberg have entered into the Sponsor and Placing Agreement, pursuant to which Shore Capital (together with Berenberg) have agreed, subject to certain conditions, to use their reasonable endeavours to procure subscribers of the Shares to be made available in a Placing as part of the Placing Programme. No Placing will be underwritten.

A summary of the Sponsor and Placing Agreement is set out in paragraph 6.5 of Part 15 (General Information) of this Prospectus.

4.3 Registrar and Receiving Agent

Computershare Investor Services PLC has been appointed as the Registrar to the Company under the Registrar's Agreement. In such capacity, the Registrar maintains the register of Shareholders, processes all share transfers in both paper form and electronic form received via CREST and calculates and effects payment of dividends to Shareholders.

Computershare Investor Services PLC has also been appointed Receiving Agent of the Company for each Scheme under the terms of the Receiving Agent's Agreements.

A summary of each of the Registrar's Agreement and the Receiving Agent's Agreements is set out in paragraphs 6.6, 6.7 and 6.8 of Part 15 (General Information) of this Prospectus.

4.4 Custodian

The Northern Trust Company has been appointed as custodian of certain of the Company's assets. The Custodian is a company incorporated on 17 April 1969 with unlimited life and with limited liability established under the laws of Illinois in the United States of America. It has a branch registered in England and Wales with registration number BR001960. The address of the London Branch of the Custodian is 50 Bank Street, London, E14 5NT with telephone number 020 7982 2000. The Custodian is regulated by the FCA and authorised to undertake certain regulated activities. The Custodian's legal entity identifier is 6PTKHDJ8HDUF78PFWH30.

A4.5.1

The Custodian is authorised to act as custodian to the Company in relation to the Company's cash and securities and perform services which are ancillary to its role as custodian to the Company. The Custodian ensures that securities of the Company are segregated from the assets of the Custodian and any sub-custodian appointed and will not be used to discharge directly or indirectly liabilities or claims against any other undertaking or entity and will not be available for any such purpose. The Custodian also ensures that the securities are recorded clearly to show that they are held on behalf of the Company and do not belong to the Custodian or any delegate. The Custodian will keep or cause to be kept at its premises such books, records and statements as may be reasonably necessary to give a complete record of all the cash, securities and documents held and transactions carried out by it on behalf of the Company.

A summary of the Custodian Agreement is set out in paragraph 6.9 of Part 15 (General Information) of this Prospectus.

4.5 Prime Broker

J.P. Morgan Securities PLC (for itself and as agent and trustee for certain other members of the JP Morgan group of companies) has been appointed to provide international prime brokerage services to the Company.

These services may include the provision to the Company of clearing, settlement and share borrowing facilities. The Company may also utilise the Prime Broker, certain other members of the J.P. Morgan group of companies and other brokers and dealers for the purposes of executing transactions for the Company.

The Prime Broker also provides a custody service for the safe keeping of assets provided under or pursuant to the terms of the Prime Brokerage Agreement and/or may arrange for such assets to be held by an affiliate or third party as custodian or sub-custodian.

A summary of the Prime Brokerage Agreement is set out in paragraph 6.10 of Part 15 (General Information) of this Prospectus.

The Prime Broker is a company incorporated on 30 April 1992 with unlimited life and with limited liability established under the laws of England and Wales with registration number 02711006. The address of the registered office and principal place of business of the Prime Broker is 25 Bank Street, Canary Wharf, London E14 5JP with telephone number 020 7742 4000. The Prime Broker is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. The Prime Broker's legal entity identifier is K6Q0W1PS1L1O4IQL9C32.

5. Fees and Expenses

5.1 AJIT Scheme fees and expenses

The expenses of the AJIT Scheme payable by the Company are as set out in paragraph 3 of Part 11 (The AJIT Scheme) of this Prospectus.

5.2 AJG Scheme fees and expenses

The expenses of the AJG Scheme payable by the Company are as set out in paragraph 3 of Part 12 (The AJG Scheme) of this Prospectus.

5.3 Placing Programme fees and expenses

The Placing Programme Price for Ordinary Shares issued pursuant to the Placing Programme will be at a premium to the prevailing NAV at the time of determination of the Placing Programme Price which, over the course of the Placing and the Placing Programme, is intended to cover the fixed costs of the Placing Programme. The final Placing Programme Price is to be determined by the Board at its discretion and will be announced via an RIS prior to an Admission in connection with the Placing Programme. It is expected that the costs of the Placing Programme will be recovered through the Placing Programme Price, although the recovery of all or any part of the costs cannot be guaranteed. The total costs and expenses of any Placing of C Shares under the Placing Programme will be borne out of the gross proceeds of such Placing.

The costs and expenses referred to above will be borne by the Company and not separately charged to the investor. No expenses or taxes will be charged directly by the Company to investors.

A4.3.1

A11.5.3.1 A11.8.1

5.4 Annual running expenses

The Company currently incurs the following annual running expenses:

• (a) AIFM For the provision of AIFM services under the AIFM Agreement, the AIFM is entitled to an annual fee calculated at a rate of 0.04 per cent. per annum of Net Asset Value up to £250 million, plus 0.025 per cent. per annum of Net Asset Value in excess of £250 million. The AIFM fee is subject to a minimum fee of £70,000 per annum. In addition, there will be a reporting cost of £3,000 per annum, per EEA jurisdiction in which the Company is marketed (if any). The Company will also reimburse the AIFM for reasonable expenses properly incurred in the performance of its obligations.
• (b) Investment Adviser For the provision of investment advisory services under the Investment Advisory Agreement, Rising Sun is entitled to receive an annual fee to be calculated as 0.85 per cent. of the Company's net assets (exclusive of VAT). The Company will also reimburse Rising Sun for reasonable expenses properly incurred by Rising Sun in the performance of its obligations under the Investment Advisory Agreement, however Rising Sun will pay any amounts due to Dalton Advisory KK for the provision of research and data analysis services to Rising Sun.
• (c) Administrator For the provision of company secretarial and administration services under the Administration Agreement, the Administrator is entitled to receive a company secretarial fee of £55,000 per annum and an administration fee calculated at a rate of 0.06 per cent. per annum of net asset value up to, and including, £100 million, plus 0.035 per cent. per annum of net asset value in excess of £100 million. The administration fee is subject to a minimum fee of £5,000 per month. The Company will also reimburse the Administrator for disbursements and reasonable out-of-pocket expenses properly incurred by the Administrator on behalf of the Company. The company secretarial fee and the administration fee are stated exclusive of VAT.
• (d) Custodian For the provision of global custody services to the Company, the Custodian is entitled to receive a global custody fee of £75,000 per annum (exclusive of VAT), plus additional set-up and operational charges if the Company opts to use segregated accounts rather than the Custodian's omnibus accounts. In addition, the Company must reimburse the Custodian for any expenses incurred by the Custodian which were not reasonably foreseeable and/or quantifiable at the time the Custodian Agreement was entered into.
• (e) Directors Under the terms of their appointment, each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with their appointment letter, subject to the restriction on the maximum aggregate fees payable to the Directors contained in the Articles. The fees payable to the Directors appointed as at the date of this Prospectus in respect of the Company's current financial year will be £41,000 per annum for Rosemary Morgan, who is chairperson of the Board and who also chairs the Company's Management Engagement Committee, £33,000 per annum for Chetan Ghosh, who chairs the Company's Audit Committee, and £27,810 for Alicia Ogawa, Ayako Weissman and Rachel Hill. Under the Articles, the maximum fees payable (in aggregate) to the Directors is £400,000 per annum. All of the Directors are also entitled to be reimbursed all reasonable expenses properly incurred by them in attending general meetings, board or committee meetings or otherwise in connection with the performance of their duties. The Company maintains annual directors' liability insurance at a cost that is not currently expected to exceed £20,000 per annum (exclusive of value added tax, where applicable).
• (f) Proposed Directors Subject to the completion of the AJIT Scheme, Claire Boyle will be appointed as a Director. Subject to the completion of the AJG Scheme, Noel Lamb will be appointed as a Director. Each Proposed Director will be entitled to receive a fee from the Company at such rate as may be determined in accordance with their appointment letters, subject to the restriction on the maximum aggregate fees payable to the Directors contained in the Articles described in the paragraph above. Initially, each Proposed Director would be entitled to a basic fee of £27,810 per annum for their services as a non-executive director. On the same basis as the other Directors, the Proposed Directors would also be entitled to be reimbursed all reasonable expenses properly incurred by them in attending general meetings, board or committee meetings or otherwise in connection with the performance of their duties. Each Proposed Director would also be entitled to the benefit of the director's liability insurance described in the paragraph above.
• (g) Audit fees The fees payable to the Company's auditor to perform an annual audit of the Company's financial statements are £37,500 per annum (exclusive of VAT).
• (h) Miscellaneous The Company will bear the costs of due diligence, finders' fees, brokerage commissions and professional services fees including auditor's fees, corporate broker fees, legal fees, listing fees of the FCA (if any), fees of the London Stock Exchange, fees for public relations services, D&O insurance premiums, promotional expenses, printing costs and fees for website maintenance, and other costs and expenses in relation to investments and disposals, as well as travel, taxes and litigation costs. The Company may also bear certain out-of-pocket costs and expenses of Rising Sun or its Associates, the Administrator, the Registrar, other services providers and the Directors.

Shareholders do not bear any fees, charges and expenses directly, other than any fees, charges and expenses incurred as a consequence of acquiring, transferring, redeeming or otherwise selling Shares.

5.5 Allocation of ongoing costs

Interest expenses are recognised within 'finance costs' in the Statements of Comprehensive Income using the effective interest rate method. All other expenses are recognised in the Statements of Comprehensive Income in the period in which they are incurred (on an accruals basis).

A11.3.3

6. Conflicts of interest

As at the date of this Prospectus, as far as the Company is aware the only material potential conflicts of interest which any of the service providers to the Company may have as between their duty to the Company and duties owed by them to third parties and their own interest are as follows:

• (a) James B. Rosenwald, III is the chief investment officer at Rising Sun. Mr Rosenwald is also a co-founder and the managing partner of Dalton Investments LLC, which is the ultimate parent of Dalton Advisory KK, a firm engaged to provide investment research and analysis to Rising Sun. Mr Rosenwald is also a director of Shore Capital's ultimate parent company, Shore Capital Group Limited;
• (b) Gifford Combs is a senior executive at Rising Sun. Mr Combs is also a co-founder of Dalton, which is the ultimate parent of Dalton Advisory KK, a firm engaged to provide investment research and analysis to Rising Sun;
• (c) Dalton is a value focused investment management firm with expertise in Asia equities and global equities. Dalton has a strong track record investing in Japanese equities. Dalton Advisory KK undertakes investment research and data analysis services in relation to Japanese equities for both Dalton (and its affiliates) and the Company. Therefore, there is a risk that Dalton and the Company may find themselves targeting the same investment opportunity. The Board and Rising Sun will evaluate this risk on an ongoing basis as part of any review of the Company's investment strategy. Should the Board find that the Company is targeting the same opportunity as Dalton (or one of its affiliates), the Board, Rising Sun and Dalton Investments, Inc. will manage any potential conflicts of interest in accordance with the policies and procedures described in the section below titled "Conflicts policy and procedures regarding overlapping investments between the Company and Dalton Investors" in Part 7 of the Prospectus; and
• (d) Shore Capital is one of the Company's joint brokers and owns 15 per cent. of Rising Sun's issued share capital. Shore Capital therefore has a financial interest in Rising Sun which, as noted in the following paragraphs, may have interests which conflict with the interests of the Company. To the extent that Rising Sun benefits from taking any action which conflicts with the Company's interests, Shore Capital as a minority owner of Rising Sun may also benefit.

The AIFM, Rising Sun, the Administrator, the Registrar, Shore Capital, Berenberg, Dalton Advisory KK, the Prime Broker and any of their members, directors, officers, employees, agents and connected persons and the Directors and any person or company with whom they are affiliated or by whom they are employed may be involved in other financial, investment or other professional activities which may cause potential conflicts of interest with the Company and its investments and which may affect the amount of time allocated by such persons to the Company's business. Such other activities may involve pursuing strategies that are contrary to the Company's interests.

A4.3.5

In particular, these parties may, without limitation: provide services similar to those provided to the Company to other entities; buy, sell or deal with assets on its own account (including dealings with the Company); and/or take on engagements for profit to provide services including but not limited to origination, development, financial advice, transaction execution, asset and special purpose vehicle management with respect to assets that are or may be owned directly or indirectly by the Company, but will not in any such circumstances be liable to account for any profit earned from any such services.

The AIFM, Rising Sun and its affiliates may also be involved with other financial, investment or professional activities which may on occasion give rise to conflicts of interest with the Company. In particular, under the terms of the Investment Advisory Agreement, Rising Sun (and each of its principals) is entitled to act as the alternative portfolio manager or investment advisor in relation to, or be otherwise involved in, investment funds established by parties other than the Company or the AIFM which have similar objectives to that of the Company, provided that at all times Rising Sun will retain sufficient facilities, personnel, experience and expertise necessary to fulfil its obligations under the Investment Advisory Agreement. In addition, members of the Rising Sun Management Team may from time to time be appointed to act as directors of or advisors to any of the Company's investee companies.

Rising Sun's entitlement to fees pursuant to the Investment Advisory Agreement is based on the value of the Company's investments. Although the Company does not currently hold any unquoted investments, the valuation of investments may (if and to the extent that any unquoted investments are held by the Company) be based on information provided by Rising Sun or its affiliates to the Administrator. There is therefore a possibility that a conflict of interest may arise. Rising Sun would theoretically be entitled to a larger fee than would otherwise be the case if the Administrator calculated the Company's net asset value to be greater than the true net asset value, if it did so based upon misleading information provided to it by Rising Sun in respect of unquoted investments. Pursuant to the Investment Advisory Agreement, however, Rising Sun is required to act in good faith at all times towards the Company and the Company considers the potential for this conflict to materialise to be remote.

Rising Sun will, at all times, have regard to its obligations to the Company in relation to the identification, management and disclosure of conflicts of interest.

Both the AIFM and Rising Sun have a conflicts of interest policy which specifies the procedures that each follows and the measures that each has adopted in order to take all appropriate steps to identify and then prevent or manage such conflicts. However, there can be no assurance that the AIFM and/or Rising Sun will be able to resolve conflicts of interest in a manner that is favourable to the Company. However, in the event of a conflict of interest arising, the AIFM and Rising Sun (as applicable) will take reasonable steps to ensure fair treatment for the Company in accordance with, in the case of the AIFM, the UK AIFM Directive and The Licensees (Conduct of Business) Rules and Guidance, 2021.

In particular, where Rising Sun has identified an actual or potential conflict of interest in relation to the services that it provides to the Company it will take reasonable steps, acting in compliance with applicable law and regulation, to ensure fair treatment of the Company. Where Rising Sun believes the arrangements are not sufficient to ensure with reasonable confidence that the risks of damage to the Company will be prevented, it will inform the Directors of the nature or source of the conflict and the steps taken to mitigate those risks. This disclosure will:

• (a) clearly state that the organisational and administrative arrangements established by Rising Sun to prevent or manage that conflict are not sufficient to ensure, with reasonable confidence, that the risks of damage to the interests of the Company will be prevented;
• (b) include specific description of the conflicts of interest that arise;
• (c) explain the risks that arise as a result of the conflicts of interest; and
• (d) include sufficient detail, taking into account the nature of the Company, to enable the Company to reach an informed decision with respect to the service in the context of which the conflict of interest arises.

Subject to this, and to applicable law and regulation, Rising Sun or an associate or their clients may act as principal in a transaction with the Company.

Rising Sun will not, and will procure that its affiliates will not, deal, as principal or agent for a third party, with the Company except where dealings are carried out on normal commercial terms negotiated at an arm's length basis and provided also that (i) Rising Sun and any of its affiliates may buy, hold and deal in any investments upon its individual account notwithstanding that similar investments may be held by the Company and without prior reference to the Company; and (ii) nothing herein contained will prevent Rising Sun or its affiliates, without prior reference to the Directors, from contracting or entering into any financial or other transaction with any company or body or other person whose shares or securities are held by or for the account of the Company or from being interested in any such contract or transaction.

Conflicts policy and procedures regarding overlapping investments between the Company and Dalton Investors

From time to time the Company invests alongside other vehicles advised by the Investment Adviser. On 2 June 2022 the Company entered into a memorandum of understanding with the Investment Adviser and Dalton Investments, Inc. ("Dalton") (the "Dalton MoU"). Dalton serves as the discretionary investment manager for certain funds and separately managed accounts that invest in equities securities listed in Japan ("the Dalton Investors"). The Dalton MoU enables NAVF (together with the Dalton Investors) to build significant positions in slightly larger companies and allows the entities acting together to obtain a large enough position to command the attention of management of those companies. The Dalton MoU regulates the manner in which the Company, the Investment Adviser and Dalton operate when the Company and the Dalton Investors make investments in, and dispose of, their respective investments in companies listed on the Tokyo Stock Exchange in which the Company and Dalton Investors invest ("Targeted Investments"). Pursuant to the Dalton MoU:

• (a) Each of the Company and each Dalton Investor (the "Co-Investors") have agreed (subject to paragraph (b) below), to co-invest with the other in accordance with the terms set out in the Dalton MoU.
• (b) To the extent that the Investment Adviser determines that participation in a Targeted Investment by a Co-Investor would result in a breach of law or governmental regulation, that Co-Investor will not be obligated to participate in such Targeted Investment.
• (c) Unless the parties determine otherwise in writing, shares will be acquired in accordance with the following provisions:
• (i) in the case of a Targeted Investment held by neither the Company nor the Dalton Investors, the Company and the Dalton Investors will acquire common stock in each Targeted Investment on the same terms pro rata between the Company and the Dalton Investors based upon the respective accounts' cash availability for investment as at the date of the proposed investment,

or as otherwise determined by the Investment Adviser and Dalton, subject to the prior approval of the Board;

• (ii) in the case of the Dalton Investors purchasing a Targeted Investment already held by the Company, the Company will have the right (without the obligation) to require that the Targeted Investments be made pro rata, based on the holdings of the Company and the relevant Dalton Investors. If the Company declines to participate in such follow-on investment, the Dalton Investors will invest in such amounts and on such terms and conditions as Dalton determines in accordance with the Dalton Investors' investment policy; and
• (iii) in the case of the Company purchasing a Targeted Investment already held by the Dalton Investors, Dalton and the Investment Adviser jointly will determine how to make such follow-on investments in such amounts and on such terms and conditions as they determine in accordance with the Company's and the Dalton Investors' investment policy, subject to the prior approval of the Board.
• (d) Neither the Company nor the Dalton Investors will make any investment in a Targeted Investment other than through the purchase of common stock.
• (e) Unless the parties determine otherwise in writing, after their investments in each Targeted Investment, as set forth in paragraph (c) above, the Company will not be restricted from making any disposals in a Targeted Investment but will have the right (without obligation) to require that each Co-Investor will make a disposal (in whole or in part) of a Targeted Investment pro rata to their Relevant Proportions for such Targeted Investment and where a realisation is made for consideration part in specie and part in cash, distributions of each part of such consideration will be effected, so far as possible, pro rata to the Co-Investors' Relevant Proportions for such Targeted Investment. For the purpose of this paragraph (e), "Relevant Proportion" means the proportion which the aggregate number of shares comprising a Co-Investor's investment in each Targeted Investment held from time to time bears to the total aggregate number of shares comprising all of the Co-Investors' investments in each Targeted Investment.
• (f) Expenses and liabilities which relate to the Targeted Investments of all of the Co-Investors, including all costs and expenses incurred in making, holding and disposing of each Targeted Investment, will be apportioned between the Co-Investors pro rata to their Relevant Proportions in respect of such Targeted Investment, provided that if the Investment Adviser considers in its reasonable discretion that a particular expense relates primarily or solely to a specific Co-Investor such expense will be borne by that Co-Investor.

The Co-Invest Entities

There are two co-invest vehicles (the "Co-Invest Entities") which, from time to time, enter into co-investments with the Company. The Co-Invest Entities are not Dalton Investors, but are managed by Rosenwald Capital and advised by Rising Sun. The policies which govern the making of co-investments between the Company and each of the Co-Invest Entities are documented by memoranda of understanding. The Company and the Co-Invest Entities are only permitted to invest together in the same company on the advice of Rising Sun, and in such amounts as Rising Sun deems suitable. At all times, the Company is only permitted to invest alongside the Co-Invest Entities in accordance with the Company's Investment Policy.

Rising Sun is required to continue to review co-investments entered into, and future co-investment opportunities with, the Co-Invest Entities, and, where necessary, take all appropriate steps to identify and prevent circumstances that would give rise to a conflict of interest.

7. Corporate governance

7.1 Compliance

The Board is committed to high standards of corporate governance and has made arrangements to enable the Company to comply with the recommendations of the Corporate Governance Code published by the Financial Reporting Council. The Company has obtained membership of the AIC and as such, complies with the UK Corporate Governance Code as recommended by the AIC Code or as otherwise may be disclosed from time to time.

A1.14.4

As an investment company, most of the Company's day-to-day responsibilities are delegated to third parties and the Directors are all non-executive. Thus, not all the provisions of the Corporate Governance Code are directly applicable to the Company. The Board intends to take appropriate action to ensure that the appropriate level of corporate governance is attained and the Company's practices are consistent with the Principles of the Corporate Governance Code.

The Company does not intend to comply with the Corporate Governance Code provisions relating to:

• (a) the role of the chief executive;
• (b) executive directors' remuneration;
• (c) the need for an internal audit function; and
• (d) the whistle blowing policy.

For the reasons set out in the AIC Code, the Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company. The Company will therefore not report in respect of these provisions.

7.2 Board independence, composition and tenure

The Board currently consists of five non-executive Directors. It is chaired by Rosemary Morgan who is responsible for its leadership and for ensuring its effectiveness in all aspects of its role. Subject to the completion of the AJIT Scheme, Claire Boyle will be appointed as a Director. Subject to the completion of the AJG Scheme, Noel Lamb will be appointed as a Director. The Board meets at least four times a year and receives full information about the Company's investment performance, assets, liabilities and other relevant information in advance of Board meetings from the Administrator and Rising Sun. The Directors' biographical details, set out in paragraph 1 of this Part 7, demonstrate a breadth of investment, commercial and professional experience, including in activist investment experience and experience in the Japanese equities market. The Directors review their independence annually.

Each Director is subject to the election/re-election provisions set out in the Articles which provide that Directors will stand for election by shareholders at the first AGM after their appointment. Thereafter, the Directors are required to retire at every annual general meeting of the Company and may, if willing to continue to act, be elected or re-elected at that meeting or may offer himself or herself for re-appointment by the members. If at the date of an annual general meeting, the chairman has held office for nine years or more then he or she will not be eligible for re-election.

The Chair regularly reviews the training and development needs of each Director. Directors' appointments will be reviewed formally by the Board prior to their nomination for re-election. Any Director may resign in writing to the Board at any time.

The Board also receives regular briefings from, amongst others, the Company's auditor regarding any proposed developments or changes in laws or regulations that could affect the Company and/or the Directors.

7.3 Audit Committee

The Audit Committee meets at least twice per year. It currently comprises each existing member of the Board and is chaired by Chetan Ghosh. The Audit Committee is responsible for the review of the annual report and the half year report, the nature and scope of the external audit and the findings therefrom, and the terms of appointment of the auditors, including their remuneration, independence and the provision of any non-audit services by them.

A1.14.3

The Audit Committee reviews the need for non-audit services and authorise such on a case-by-case basis.

The Audit Committee will, as required, meet representatives of the Administrator, the AIFM, Rising Sun and their compliance officers who will report as to the proper conduct of business in accordance with the regulatory environment in which the Company operates. The Company's auditor will also be required to attend the Audit Committee at its request and report on its work procedures, the quality and effectiveness of the Company's accounting records and its findings in relation to the Company's statutory audit. The Company meets with the auditor, without representatives of the Administrator or Rising Sun being present, at least once a year.

7.4 Management Engagement Committee

The Management Engagement Committee meets at least once per year. It currently comprises each existing member of the Board and is chaired by Rosemary Morgan. The Management Engagement Committee is responsible for the regular review of the terms of the AIFM Agreement, the Investment Advisory Agreement, the Administration Agreement and other service providers' agreements and the performance of the AIFM, Rising Sun, the Administrator and also the Company's other service providers.

7.5 Nomination and Remuneration Committee

The Nomination and Remuneration Committee meets at least twice per year. It currently comprises each existing member of the Board and is chaired by Rachel Hill. The Nomination and Remuneration Committee is responsible for appointments and re-appointments to the Board and to ensure that a formal, rigorous and transparent procedure for such appointment and reappointment is followed.

The Nomination and Remuneration Committee is also responsible for determining the framework for the remuneration of the Board and each Director's remuneration (although no individual director will be involved in any decisions as to their own remuneration). In determining the Company's remuneration policy, the Nomination and Remuneration Committee will take into account all relevant factors including, without limitation, legal and regulatory requirements, the provisions and recommendations of the UK Corporate Governance Code, the AIC Code and associated guidance.

A1.14.3

A11.4.5

7.6 Matters reserved for the Board

The Board also has overall responsibility for the Company's activities, including reviewing its investment activity, performance, business conduct and policy and, unless required to be performed by the AIFM as a matter of law, certain matters have been reserved for consideration by the Board, including (but not limited to):

• (a) approving the Company's long-term objective and any decisions of a strategic nature including any change in investment objective, policy and restrictions, including those which may need to be submitted to Shareholders for approval;
• (b) reviewing the performance of the Company in light of the Company's strategy objectives and budgets, ensuring that any necessary corrective action is taken;
• (c) the appointment, overall supervision and removal of key service providers and any material amendments to the agreements or contractual arrangements with any key delegates or service providers;
• (d) approving any interim dividends, any recommendation to shareholders in respect of final dividends and the Company's dividend policy;
• (e) the review of the Company's corporate governance processes and arrangements; and
• (f) approving any actual or potential conflicts of interest.

8. Takeover Code

The Takeover Code applies to the Company. Further details are provided at paragraph 4 of Part 15 (General Information).

9. Pre-emption rights

Shareholders have pre-emption rights under the UK Companies Act in respect of the allotment of equity securities which are, or are to be, paid up in cash. However, Shareholders may, by special resolution, dis-apply such pre-emptive rights.

10. UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules

As a company whose shares are currently admitted to trading on the Main Market (a regulated market), the Company complies with all of the provisions of the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules which are applicable to it. The Directors have adopted a share dealing code that is compliant with the UK Market Abuse Regulation. The Board is responsible for taking all proper and reasonable steps to ensure compliance with the share dealing code by the Directors and other persons discharging managerial responsibilities ("PDMRs").

The Disclosure Guidance and Transparency Rules provide that certain persons (including Shareholders) must notify the Company if the proportion of the Company's voting rights which they then hold directly or indirectly as a shareholder or through a direct or indirect holding of certain financial instruments reaches, exceeds or falls below thresholds of three per cent., four per cent., five per cent., six per cent., seven per cent., eight per cent., nine per cent. and 10 per cent. and each one per cent. thereafter up to 100 per cent.

PART 8

INVESTMENT APPROACH, STRATEGY AND PROCESS

1. Investment approach

Over the past several decades, many Japanese companies have built very strong balance sheets, reducing their reliance on debt financing and building up reserves of cash and investments. The result is that numerous Japanese companies are sitting on excess capital, and consequently often exhibiting very low equity returns. The Japanese government has attempted to address this issue by implementing regulations encouraging companies to set out goals for returns on equity, for reducing passive shareholdings in unrelated entities and for increasing dividend payouts to shareholders. Further, it has relaxed regulations that have inhibited mergers and takeovers of companies.

Rising Sun believes that there is a perception among many international investors that, although Japanese equities are relatively inexpensive, such companies represent "value traps" that are likely to remain inexpensive for a long period of time. The net result, in the view of Rising Sun, is that the time continues to be opportune for an activist strategy that engages with management teams of Japanese companies to restructure balance sheets and improve returns for shareholders.

Rising Sun believes that companies that have excess capital over and above that required for the operation of the business can increase their return on equity immediately by distributing such excess capital to shareholders, either by repurchasing their shares in the market, or paying out larger cash dividends. The Company seeks to invest in a focussed portfolio of companies that have significant scope for such actions. Rising Sun will engage with company management to encourage restructuring. This will include elimination of passive shareholdings, distributing excess cash and committing to more substantial dividend payout ratios.

The Company focuses on companies that have "open" share registers - that is, companies that have no large controlling shareholders, and will seek to obtain meaningful minority stakes in investee companies to obtain influence with management through direct engagement and by obtaining, when appropriate, one or more board seats. The goal will be to help companies focus on generating higher returns for shareholders.

Rising Sun believes that there are a substantial number of value-focussed investors that are either currently investing or are prepared to invest in Japan, but that such investors would like to see: (i) a change in attitude toward corporate governance in the country; and (ii) a greater number of activist investors willing to catalyse such a change. Such activity, while more unusual than in Western markets, has been noted by the international press. The Company believes that a number of institutional investors will be supportive of activist efforts in a "behind the scenes" role if the Company is willing to take the public lead in approaching companies.

Consequently, the Company intends to be engaged and public in its efforts to enhance governance and improve capital allocation decisions among the companies in which it invests. The Company intends to establish meaningful minority positions; but it will be willing to make tender offers for large blocks of stock with the intent of establishing working control of a company if required. To this end, the Company may use cash or its own stock or a combination of the two for such tenders.

The Company expects that it will work closely with one or more private equity firms that have established operations in Japan and have, in some cases, raised dedicated funds for the purpose of making acquisitions in the Japanese market.

Dalton participated in one of the earliest management buyouts in the Japanese market in 2007. The Company expects that one or more investments made by the Company will become targets of acquisition bids, either friendly or hostile, and the Company will seek to use its large minority stock positions to enhance returns by encouraging such bids.

Rising Sun considers recent regulatory and governance changes in Japan, mean that it is the right time to pursue their investment strategy.

Further information on the key areas of the investment opportunity identified by Rising Sun are set out below:

2. Attractive valuations compared to other markets

Rising Sun believes that Japanese equities are inexpensive compared with other developed markets around the world using standard measures of valuation. Rising Sun believes that, in aggregate, Japanese listed companies trade at price-to-earnings ratios that are approximately three-fifths of those for companies in the United States. In particular, smaller companies are even cheaper when compared with the overall market. For example, Rising Sun has analysed companies with market capitalisations of between US\$150 million and US\$350 million and, as at 30 June 2023, 60 trade for less than the value of their net working capital after deducting all liabilities, and 86 companies trade at a ratio of enterprise value or 'EV' (the sum of market capitalisation and gross indebtedness net of cash and investments) to 'EBITDA' (pre-tax earnings before deductions for interest, taxes, depreciation and amortization) of less than two times (Source: Bloomberg).

PE ratios of developed Equity markets as at July 2023.

Source: Bloomberg, July 2023

Rising Sun believes that pricing inefficiencies are prevalent in the Japanese listed equity market and in particular in companies with smaller market capitalisations. It is believed that such inefficiencies arise from both an excess number of listed companies combined with a lack of "sell-side" research coverage: the majority of Japanese companies being covered by two or fewer analysts.

Rising Sun believes that such low valuations may have arisen also due to a combination of low shareholder returns, poor corporate profitability as measured by returns on equity and a perception on the part of shareholders that management teams have had little incentive to improve returns. As discussed further below, the Investment Adviser believes that corporate governance reform will encourage management teams to improve returns and engage further with shareholders. Japanese stocks trade at low valuations, both in absolute terms and relative to securities on other exchanges around the world. Not only are valuations low in terms of current and prospective earnings; but they are also low when market capitalisations are adjusted for excess capital not required to run operations.

	P/E	P/BV
Japan Nikkei 225	22.0	2.0
MSCI World	17.6	2.9

Source: Bloomberg statistics for Nikkei 225 and MSCI World indexes as at July 2023.

3. A large number of cash rich companies

As at 25 August 2023, 49.8 per cent. of Topix companies trade below book value, 53.3 per cent. of which are companies with a small market capitalisation. Japanese listed companies' cash holdings have continued to increase as companies prefer to retain earnings rather than putting them to work gainfully or paying out to shareholders.

In the early 2000s, the number of companies listed on Topix with net cash over 20 per cent. of their book equity was between 20 and 25 per cent. As at June 2023, the number of companies listed on the Topix with net cash of over 20 per cent. of their book equity had risen to circa 39.5 per cent., equating to a rise of circa 20 per cent. over two decades. As at 25 August 2023, 42.4 per cent. of companies which have net cash of over 20 per cent. of their book equity are also those with a small market capitalisation.

The Investment Adviser believes that there are numerous reasons for the increasing cash levels in Japanese companies, including: management conservatism; focus on stakeholders rather than shareholders; and strong cash flow generation. The Investment Adviser believes that the significant cash reserves provide opportunities for activist strategies.

Trading below book value (25 August 2023)

Source: CLSA.

Source: CLSA.

Net Cash > 20 per cent. of equity (25 August 2023)

Source: CLSA.

4. Market restructuring

In January 2022, the Tokyo Stock Exchange announced its plan to simplify its current five market divisions by restructuring its market into three market segments, the "Prime Market", "Standard Market" and "Growth Market", with effect from April 2022. The Prime Market has the strictest listing criteria of the three segments, including a minimum tradeable market capitalisation of at least Yen 10 billion and a tradeable share ratio of 35 per cent. (so as to maintain "public market control").

In January 2023, the Tokyo Stock Exchange identified and published actions that it would be encouraging listed companies to take in response to the follow-up meetings post-Market Restructuring.

On 30 March 2023, the Tokyo Stock Exchange sent a letter to all companies in the "Prime Market" and the "Standard Market" with the following three requests:

• (a) Implementing management that is conscious of cost of capital and stock price.
• (b) Improvements in dialogue with shareholders and disclosure regarding the topic.
• (c) Appropriate use of the "explain" of "comply or explain" to contribute to constructive dialogue.

The purpose of these actions is to have the management of companies carry out their management duties with more consideration of cost of capital and profitability based on the balance sheet, rather than just sales and profit levels on the income statement, in order to achieve sustainable growth and increase corporate value over the mid to long-term.

The Tokyo Stock exchange specifies that it "expects information on specific initiatives to improve profitability and market valuation, as well as the schedule for their implementation." The progress analysis and updated disclosure is expected at least once a year.

In addition, in revising the Corporate Governance Code (as detailed in the section below titled "Corporate governance reform"), the Tokyo Stock Exchange has implemented rules requiring a higher level of governance for Prime Market listed companies than for those listed in the Standard Market and Growth Market.

5. Changing capital allocation practices

From April 2022 to March 2023 (inclusive), buybacks executed reached JPY 9.4 trillion, an increase of 35 per cent. compared with April 2021 to March 2022 (inclusive), and the second straight year of rises. It also exceeds the pre-COVID high of JPY 7.1 trillion recorded in April 2019 to March 2020 (inclusive).

Source: CLSA.

6. Greater exit opportunities to be provided by private equity funds

Investor activism is attracting more attention in Japan, with Dai Nippon Printing ("DNP") recently succumbing to pressure from investors. In response to an investor campaign, DNP launched its largest share buyback programme in February.

Earlier this year Toshiba accepted a 2 trillion yen bid from domestic private equity firm, Japan Industrial Partners to take the company private. Toshiba had been the target of activists with their efforts, including changing board members and voting against management-led restructuring plans. If successful, the Toshiba take private deal would be the largest take private in the Japanese market.

Total private equity deal value in Japan exceeded US\$25 billion in 2022 – the second highest yearly figure since 2012. Between 2008 and 2018, the net median IRR for buyout funds focussed on Japan also outperformed North America.

7. Corporate governance reform

The Investment Adviser believes that, historically, many Japanese companies have been run inefficiently and capital allocation has been poor. Reasons for this, stemming from Japanese history and culture, include a focus on stakeholders rather than shareholders, conservatism and protectionism (including poison-pill strategies), investment holdings including cross-shareholdings, over-comfortable management and a weak regulatory framework. Although improving, Japanese companies continue to have inefficient capital structures and cross-shareholdings persist. Changes in the shareholder profiles of Japanese listed companies are highlighted by the following graphic:

For the purposes of this graph, cross-shareholdings means: the value of public equities held by other public companies, and broadly defined cross-shareholdings means: the value of public equities held by other public companies and insurance companies.

In addition, various corporate governance reforms have been implemented in recent years which means Japanese companies are under pressure to reform and focus on shareholder returns rather than other interests. These include:

(a) 2014: Stewardship Code established

The code provides for voluntary code of conduct for institutional investors and fund managers to adopt with the aim of 'promoting the sustainable growth of companies through investment and dialogue'.

A1.9.1

(b) 2015: The Corporate Governance Code established

The code encourages management to deliver shareholder returns, improve the efficiency of balance sheets, improve board composition, reduce cross-shareholdings and incentivise management more effectively. Listed companies are required to comply or explain in accordance with the code.

(c) 2016: Introduction of New Stock-based Compensation ("Restricted Stock") as Board Members' Compensation to Encourage Companies to Promote Proactive Business Management Compensation

These reforms were triggered by the view that, in Japan, executives received much lower compensation and lower long-term equity incentives than their counterparts in western countries. To address this, tax reforms were introduced whereby stock could be issued to executives as a type of incentive.

(d) 2017: Tax reform on spin-off transactions, renewal of the Stewardship Code and the 'Progress of Corporate Governance' report by the Japanese Financial Services Agency (FSA)

As per the new tax rules, provided certain requirements are met, two types of transaction (the business-spin off and the subsidiary spin-off) can receive more favourable tax treatment.

The revised 2017 Stewardship Code builds upon the 2014 Code, and also encourages dialogue between a company and investors (collective arrangement) when appropriate.

After reviewing the progress made under the Stewardship Code and the Corporate Governance Code since their adoption, the FSA also released a report on corporate governance in Japan setting out its proposals to revise the Corporate Governance Code and implement reform. In particular, they flagged the lack of decisive action by management and the high level of cross-shareholdings. Companies are encouraged to review their current practices and structures in order to deliver better results for shareholders.

(e) 2018: Revision of Corporate Governance Code – "Comply or Explain"

On 1 June 2018, the Tokyo Stock Exchange announced revisions to Japan's Corporate Governance Code. Changes included a requirement to assess and disclose the purpose of each individual cross-shareholding in light of the associated risks and cost of capital and their policy on reduction of cross-shareholdings, both among the more frequent subject matters targeted by activist shareholders in Japan. The revisions also required listed companies to either comply with its principles or explain why they did not, known as the "comply or explain" rule.

(f) 2019: M&A guidelines reform

Given the advances in corporate governance in Japan, guidelines regarding corporate value and protecting shareholders' interests were released in 2019. The aim of these guidelines is to propose effective measures by which an M&A transaction could be run and therefore protect the shareholders.

In light of these reforms and the pressure that these companies are under to increase shareholder returns, the Company believes that Japanese companies are starting to positively respond to activist investor engagements.

(g) 2021: Revision of the Corporate Governance Code – Enhanced board independence and investor engagement

On 11 June 2021, the Tokyo Stock Exchange announced revisions to Japan's Corporate Governance Code enhancing board independence, drawing attention to sustainability and ESG, and promoting diversity. In particular, changes included a requirement that companies should engage in constructive dialogue with investors even outside the general shareholder meeting, which the Investment Adviser believes could result in upturns in value for Japanese companies as they begin to listen to shareholders more closely.

Other changes include (i) an increase in the minimum number of independent directors on the board of directors of companies which apply the Corporate Governance Code from two to at least one-third; (ii) the requirement to establish nomination and remuneration committees where independent directors do not compose a majority of the board of directors and, for Prime Market listed companies, that the majority of the members of each such committee should be independent directors; (iii) for companies with a controlling shareholder, the requirement to appoint at least one-third of the directors as independent directors who are independent of the controlling shareholder or establish a special committee composed of independent persons to review conflicts of interest between the controlling shareholder and minority shareholders; (iv) the requirement to make electronic voting platforms and English translations of notices of general meetings available in certain circumstances. The Investment Adviser believes that all of the foregoing changes will improve board engagement with, experience for and increase the likelihood of such companies delivering greater value to shareholders.

8. Opposition at shareholder meetings

The Company believes that as a result of the new guidelines and reforms, Japan is currently seeing an increase in shareholders opposing resolutions at general meetings of companies as well as an increased number of proposals being put forward for consideration at annual general meetings. These movements not only demonstrate the change in approach to governance in Japan, but also demonstrate, in the Company's opinion, the framework for activist activities in Japan including by overseas investors.

9. Summary of the investment opportunity

In summary, the Investment Adviser believes there is an attractive opportunity to invest in undervalued, high quality and growing businesses which have significant asset backing in the form of cash and/or investment holdings. Alongside this, the Investment Adviser believes there is an opportunity, given recent corporate governance reform in Japan, to drive shareholder returns through activist strategies which have the objective of promoting capital efficiency and increased corporate governance in investee companies.

James B. Rosenwald, III who is the chief investment officer at the Investment Adviser, has achieved successful returns from investments in Japan using activist strategies as the founder of Dalton Investments. Most notably this included Dalton Investment's investment in Sun Telephone.

10. Investment strategy

The Company intends, as its principal activity, to continue to invest in a highly selective portfolio of listed or quoted Japanese equity investments in companies with market capitalisations of up to US\$3 billion which the Investment Adviser deems most attractive and undervalued and in relation to which it believes its activist strategies will deliver increased shareholder returns. The portfolio is expected to have up to 35 holdings, although there is no guarantee that this will be the case, and it may contain a lesser or greater number of holdings at any time. Additionally, while the Company intends that the majority of its investments will be in quoted companies, it may also make investments in unquoted companies and the Company may become invested in unquoted companies as a result of corporate actions or commercial transactions undertaken by quoted companies. The Company will only make an investment in an unquoted company if the aggregate interest of the Company in unquoted companies at the time of such investment is not more than 10 per cent. of the Net Asset Value of the Company at that time.

The intention is to take meaningful minority positions in investee companies which are of a significant size to enable the Company to effectively implement activist strategies. While there will be no restriction placed on the market capitalisation of investee companies, in order to be able to take meaningful minority positions, the Company intends to target small-cap and mid-cap companies with market capitalisations of up to US\$3 billion. The Company intends to invest in businesses which are run by professional directors (or "salarymen") and not owner-operator businesses. The Company, following advice from the Investment Adviser, is of the opinion that companies run by professional directors tend to have a broader ownership base and are likely to be less hostile to activist strategies. Japanese listed companies are markedly increasing the number of independent directors that sit on their boards of directors:

Source: Japan Exchange Group (JPX), Tokyo Stock Exchange

The Investment Adviser takes a holistic approach to assessing investee companies, looking both at different valuation fundamentals as well as assessing characteristics such as board structure, management motivations and shareholdings, share register analysis, optimum capital structure, standards of corporate governance, alliances and acquisitions that can be made and potential for improvement and scope for increased distributions. The Investment Adviser draws on both its in-house experience in investing in Japanese companies as well as relying on the on-the-ground research capability of Dalton Advisory KK.

The Investment Adviser believes that the corporate governance reforms have created the right circumstances and environment for activist investors to successfully engage with publicly traded companies in Japan to improve shareholder returns. The Company intends to continue to pursue multiple activist strategies, including:

• (a) communication and dialogue with management teams and boards (including management meetings and letters and presentations to the board);
• (b) putting representatives of the Company on the board of investee companies;
• (c) making shareholder proposals. Shareholders who hold three per cent. or more of a company's voting rights for at least six months can demand that directors call extraordinary general meetings regarding any matter that the shareholder calling the meeting is entitled to vote on under Japanese law;
• (d) collective engagement with other shareholders;
• (e) partnerships within the industry as well as turnaround specialists; and
• (f) tender offer bids, typically as part of a consortium of other investors.

The aim of these strategies is to encourage reform and restructuring of capital structure, board structure, strategy, alignment of interests and improved investor relations which the Investment Adviser believes will drive share prices of investee companies and generate returns for the Company. Dalton, which as explained elsewhere in this Prospectus, has connections with the Investment Adviser, has over recent years conducted an ongoing campaign in Japan of engagement with management teams to educate about the advantages of focused capital allocation to improve returns. This has included meetings, letter writing and introduction of various professionals to management teams. It has also been involved in executing several activist campaigns in Japan.

11. Derivatives

Subject to the adoption of the New Investment Policy, the Company may use Derivatives (as defined in the New Investment Policy) for efficient portfolio management purposes. Such purposes would include the management of cash received by the Company upon the occurrence of significant liquidity events (including, without limitation, the receipt of proceeds of fundraisings, the realisation of Portfolio assets and other cash-generative events such as the completion of a management buyout by an investee company). Such derivative contracts may, for example, give the Company exposure to the whole or a sub-section of the Japanese stock market until such time as the Investment Adviser determines that the Company's derivative position should be liquidated and invested in an investee company in accordance with the Investment Policy. The Board will apply the following restrictions on Derivative exposure:

• (a) total net investment Derivative exposure will not exceed twenty per cent. (20 per cent.) of Gross Asset Value at the time of investment; and
• (b) total exposure to any single counterparty which has issued Derivatives to the Company will not exceed twenty per cent. (20 per cent.) of Gross Asset Value at the time of investment.

The Company's exposure to any investments in Derivatives will be monitored daily by the Investment Adviser and AIFM and, in the event that any particular Derivative exposure was determined by the Investment Adviser, the AIFM or the Board to be inappropriately large, that Derivative exposure would be closed out as soon as reasonably practicable and in any event within three Business Days.

12. Investment process

12.1 Introduction

The Company seeks to capitalise on Japanese corporate governance reform and intends to take an activist approach to its investments, encouraging management and boards to unlock value by improving corporate governance and/or reducing excess capital through distributions to shareholders and/or through accretive mergers and acquisitions and/or productive capital expenditure where appropriate. The Investment Adviser's engagement with the management and directors of the investee companies will typically begin in private but may become public if required. While there are no lower or upper restrictions on the market caps of investee companies, there will be a bias towards small-cap and mid-cap companies where the Investment Adviser believes the most significant undervaluations exist and where there is greater scope for activist engagement.

This section describes Rising Sun's investment process from sourcing and origination, to due diligence and project evaluation, transaction execution, and approach to long term portfolio management.

12.2 Rising Sun's Management Team process

Rising Sun has combined capabilities in origination, evaluation and transaction execution with expertise across equities, shareholder activism and active portfolio management. Rising Sun maintains a management team that meets regularly (the "Management Team") that is responsible for reviewing and evaluating potential investment opportunities. The Management Team's role is to make recommendations to the AIFM and the Company in relation to proposed and existing investment activities of the Company together with reviewing any due diligence reports along with any transaction memorandum on a potential investment. Following review by the Management Team, the AIFM and the Board will be provided with information relating to the investment and have the opportunity to review and request further information on the potential investment opportunity.

12.3 Investment screening process

Rising Sun screens investment opportunities to identify potential investments that meet the Company's investment objective and comply with its Investment Policy. Through this screening process, Rising Sun will determine whether to proceed with detailed due diligence and evaluation of the investee company.

In addition to financial analysis, Rising Sun analyses a variety of other aspects of the investee company including the standards of corporate governance and the potential for improvement, what the optimal capital structure should be, as well as the scope for increased shareholder distributions by the investee company. This process will include an analysis of the shareholder register and stakes held by management and affiliates, and will seek to understand the motivations of the management and directors. The Investment Adviser makes full use of its network of local advisers based at Dalton Advisory KK when carrying out this analysis and due diligence.

12.4 Due Diligence and Project Evaluation process

After a potential investment opportunity has been identified and screened against the target investment criteria and if it determines to proceed then Rising Sun will perform a detailed due diligence review of the investee company. Rising Sun employs a robust due diligence process applying principles of quantitative analysis to stress test assumptions, price capital structures, and determine risk-adjusted returns.

Once Rising Sun has completed its initial due diligence review of a proposed investment opportunity, it will prepare a detailed transaction memorandum. The transaction memorandum will summarise the key project terms, descriptions, economics, projected returns, structure, capitalisation and also the findings of the key third party due diligence reports. The transaction memorandum will be circulated to the Management Committee for its evaluation and approval. Following review by the Management Committee, the AIFM and the Board will be provided with information relating to the investment opportunity and have the opportunity to make enquiries and other observations and comments regarding the potential investment opportunity. Once such consultation process has completed, Rising Sun will recommend the proposed investment opportunity to the AIFM and the Company. The decision whether or not to proceed with the proposed investment opportunity will be made by the AIFM and only once such approval is obtained will Rising Sun be able to implement the proposed investment opportunity.

12.5 Transaction execution process

Where an investment opportunity proceeds to the execution phase, Rising Sun will manage the transaction process, including co-ordinating the work of other professional advisers and service providers, including agents, valuers, lawyers, accountants, and tax advisers. Rising Sun will also instruct traders to execute trades on the Tokyo Stock Exchange as required.

12.6 Portfolio monitoring and reporting process

Rising Sun's portfolio monitoring activities measure the performance of both the Portfolio and the investee companies in which it has invested at regular reporting intervals. It is intended that a Rising Sun representative will attend every annual general meeting of the portfolio companies and use such other opportunities that it may have to interact with the management teams of portfolio companies as it sees fit.

12.7 Investment case studies process

Set out below are six case studies, three representing the successful implementation of the Company's strategy, and three where implementation has not yet been successful:

CASE STUDY 1: Ebara Jitsugyo (6328 JP)

Ebara Jitsugyo ("Ebara") manufactures pumps and other water handling equipment for industrial applications and municipal utilities. It is a very "green" business with growing sales in wastewater treatment and environmental remediation as well as a stable after-market niche in traditional supplies for plumbing and heating and ventilating systems. Ebara outsources much of its manufacturing to third parties and, as such, enjoys a very high return on invested capital because of its design capability.

Given its high return on capital and reasonable valuation, the Investment Adviser (on behalf of the Company) began purchasing shares in Ebara in February 2020. With no debt and a large amount of surplus cash on the balance sheet (roughly equivalent to Ebara's market capitalisation of just under £90 million at the time), the Investment Adviser's view was that Ebara could easily improve shareholder returns through one or more simple capital allocation decisions.

After a series of conversations with Ebara management, the Investment Adviser proposed that Ebara consider a buyout of its public shareholders. The Investment Adviser's view was that that would give public shareholders of Ebara an exit at a price much higher than any that Ebara stock had reached in recent years and would spread ownership of Ebara's equity across its employee base. In the event, Ebara's management decided that the company would remain publicly traded, but agreed with the Investment Adviser that they should do more to reward Ebara shareholders.

In Autumn 2020, Ebara announced a substantial increase (more than 60 per cent.) in its annual dividend and this had an immediate effect on Ebara's share price. In addition, in three separate announcements in 2021, Ebara increased its dividend by a further 50 percent, and committed to maintaining a consistent dividend payout ratio in the future.

Whilst the Investment Adviser believes that there is still more that Ebara can do to reward shareholders (it still retains a very large cash balance, for instance), the Investment Adviser is gratified that Ebara's share price has increased dramatically (by more than 130 per cent.) since the beginning of the engagement process and has now climbed to a level where the price is closer to reflecting what the Investment Adviser considers to be the intrinsic value of Ebara.

The Company has invested a total of Yen 1,149,000,000 in Ebara Jitsugyo for a 7.2 per cent. holding which was worth Yen 2,503,000,000 on 4 August 2023 representing a 135.55 per cent. return on the investment to date, including divestitures and dividends. As at the same date, Ebara's dividend yield was 3.0 per cent.

CASE STUDY 2: Sakai Ovex (3408 JP)

Sakai Ovex is a small-cap (£128 million) provincial company in the textile industry. Sakai Ovex provides finishing and dyeing services to larger textile manufacturers, engages in some textile trading and has a growing business in the manufacture of control systems for factories. More recently, it has started a joint-venture with its largest customer, Tokyo Rayon, to provide textiles to Chinese manufacturers, most notably the Chinese production facilities of Fast Retailing, which owns the Uniqlo brand.

The Investment Adviser identified Sakai Ovex as a consistently profitable company that had accumulated significant financial assets on its balance sheet, had virtually no debt and no large controlling shareholder. The Chairman of Sakai Ovex, owning less than one per cent. of the equity, is the only employee with a significant stake in the business. This is precisely the profile of the sort of Japanese company that the Investment Adviser believes is a candidate for financial restructuring to enhance value for all shareholders. With £57 million of net surplus financial assets on its balance sheet and stable profits of £13 million as at 31 December 2019, it was clear to the Investment Adviser that Sakai Ovex had multiple options that it could employ to improve returns for shareholders.

The Investment Adviser (on behalf of the Company) began purchasing the Company's stake in Sakai Ovex on 5 March 2020 and engaged with Sakai Ovex's management through a series of virtual meetings followed up by letters with suggestions of how they might restructure the balance sheet, either through a large share repurchase programme, a one-time capital payout or a succession of enhanced dividends. The Investment Adviser also offered to help Sakai Ovex management structure a management buyout of Sakai Ovex's public shareholders to provide equity ownership for all employees. This proposal was formalised and publicly announced in both London and Tokyo in late November 2020.

The Investment Adviser's recommendations were received politely, although it did not appear that they had much impact on management's thinking at first. In December 2020 the Chairman of Sakai Ovex then contacted the Investment Adviser with a proposal that he would lead a buyout of Sakai Ovex with the help of Mizuho Securities (a large Japanese investment bank). Rising Sun's President, Mizuochi-sensei, immediately went to visit the Chairman and helped him shape his proposed buyout. In exchange for the Investment Adviser's support, the Company was offered the opportunity to participate in the new private company, Sakai Textiles, which would be the successor to Sakai Ovex. The Company, for a very small investment, was offered preferred shares, convertible under certain circumstances, into nine per cent. of the new entity.

Unfortunately, the transaction was not fully subscribed at the initial proposal of Yen 2,350 per share. The Sakai Ovex Chairman then launched his own offer for Sakai Ovex in February 2021 at Yen 2,850 per share, subsequently increased to Yen 3,000 per share. Even at this level, the Chairman's proposal narrowly failed to reach the two-thirds ownership he sought in order to proceed and his tender therefore failed. However, he and his advisers, Mizuho Securities, engaged with other shareholders, restructured the deal with their input, and re-launched the tender at Yen 3,810 per share.

The tender completed in September 2021. The Company tendered its entire holding as part of the process, generating net proceeds of £4,468,568 for the Company, representing a return of 79.84 per cent. (GBP) on its original investment in Sakai Ovex.

CASE STUDY 3: Ishihara Chemical (4462 JP)

Ishihara Chemical is a chemicals wholesaler and production company that manufactures chemicals for use in electronics, car maintenance and industry, as well as chemical monitoring equipment. The manufacturing element of the business has grown out of the company's beginnings as a wholesaler and there is a focus on research and development in order to develop new products and further diversify the fields the company supplies.

The Investment Adviser intends to approach the management team and begin discussions on delivering greater value for shareholders at a moment it deems appropriate.

The Company has invested Yen 837,000,000 in Ishihara Chemicals for a 5 per cent. holding which was valued on 4 August 2023 at Yen 1,159,000,000, representing a return of 51.85 per cent. (Yen) on the Company's investment to date, including divestitures and dividends. As at the same date, Ishihara Chemical's dividend yield was 2.3 per cent.

CASE STUDY 4: Vital KSK (3151 JP)

Vital KSK is a wholesaler of pharmaceuticals and veterinary medications.

As with Ishihara Chemical, the Investment Adviser intends to approach the management team and begin discussions on delivering greater value for shareholders at a moment it deems appropriate.

This is one of the Portfolio's original investments and was for a long time its poorest performer. The Company has invested Yen 1,160,000,000 in Vital KSK for a 2.5 per cent. holding which was valued on 4 August 2023 at Yen 1,227,000,000, representing a return of 15.7 per cent. (Yen) on the Company's investment to date, including divestitures and dividends. As at the same date, the dividend yield equalled 4.0 per cent.

CASE STUDY 5: Mitsuboshi Belting (5192 JP)

Mitsuboshi Belting ("Mitsuboshi") is a manufacturer of automatic timing belts, as well as other industrial rubberised belts such as those used in airport luggage conveyors.

After the Company engaged management to inform them of the intention to make recommendations at the 2022 AGM, Mitsuboshi announced its intention to pay Y220 per share dividend, and a 100 per cent. dividend pay-out ratio, with a target to improve ROE to 8 per cent. The shares were trading around Y2,000 per share at the time of the announcement, which equated to an 11 per cent. dividend yield, making it one of the highest dividend yields in the market. The announcement caused a large rally in the shares, and, as a gesture of goodwill to a management that had listened and acted on the Company's advice, the Company was happy to withdraw its proposals.

At one point, the Company owned 6.2 per cent. of outstanding Mitsuboshi shares. This position was trimmed in the light of strong stock price performance. Nevertheless, the Company still has an investment of Yen 1,272,000,000 as at 4 August 2023, which was worth 3,044,000,000 on that date, for a total return of 130.25 per cent, including divestitures and dividends. As at the same date, the dividend yield was 5.5 per cent.

CASE STUDY 6: T&K Toka

On 10 January 2023, the Company and its co-investors, Michael 1925 and Hikari Acquisition (the "Bidders"), launched a tender offer for one of the Company's portfolio companies, T&K Toka.

T&K Toka is a leading manufacturer of industrial inks and synthetic resin products and has been held by Dalton for over 13 years. If Dalton's holding was combined with the Bidders' combined holding, the sum of those parties' holdings in T&K Toka was just over 22 per cent. of T&K Toka's equity, allowing the Bidders to represent the total holding in their approach to the market.

The purpose of the tender offer was not to seek control of T&K Toka, but merely to have some influence over its capital allocation policies. The Bidders offered Yen 1300 per share to existing shareholders to take the combined position to 40-44 per cent. of T&K Toka's equity.

Unfortunately, the tender offer did not attract the minimum level of interest targeted. Nevertheless, it stimulated an internal re-assessment of T&K Toka's direction and presented an opportunity for the Bidders to renew their dialogue with its management. Face-to-face meetings with T&K Toka's leadership allowed the Bidders to present their comprehensive plan to improve both performance and the share price. T&K Toka's CEO has stepped down and the Bidders have signed an NDA to permit negotiations to continue with new management about the future.

PART 9

CURRENT PORTFOLIO

As at 30 August 2023, being the latest practicable date prior to the publication of the Prospectus, the Company was invested in 28 companies, each of which is a Japanese company. 27 of these companies have shares listed and traded on the Tokyo Stock Exchange. One of these companies has its shares listed and traded on the Nagoya Stock Exchange.

A4.8.2

A4.8.3

Performance track record

Audited performance

At 31December 2022, the net assets of the Company stood at £158.7 million and the net asset value per Ordinary Share stood at 140.5 pence.

Unaudited performance2

The unaudited net asset value of the Company, as at the close of business on 30 August 2023, being the latest practicable date prior to publication of this Prospectus, was approximately £168.0 million, representing a Net Asset Value per Ordinary Share of 148.7 pence. The market price of the Ordinary Shares as at 30 August 2023 was 135.5 pence, representing a discount to NAV of 8.85 per cent.

Set out in the table and charts below are the unaudited total return performance figures for the Company reflecting the six months, one year and three years ended 30 August 2023, and the total return performance since the IPO Admission Date3:

Period Total return

Six months to 30 August 2023 +2.19 per cent. One year to 30 August 2023 +10.93 per cent. Three years to 30 August 2023 +55.74 per cent. From the IPO Admission Date to 30 August 2023 +49.87 per cent.

² Derived from the Company's management accounts as at 30 August 2023. Past performance is not a guarantee of future performance.

³ Source: Morningstar

Portfolio investments

The information below regarding the financial characteristics of the Portfolio and information on the sectors in which the Company has invested are presented below to provide a comprehensive and meaningful analysis of the securities held by the Company as at 30 August 2023.

As at 30 August 2023, being the latest practicable date prior to the publication of the Prospectus, the Company's portfolio comprised 28 investments, representing 97.8 per cent. of Net Asset Value, with a further 2.2 per cent. held in cash (including money market accounts). These holdings were as follows:

		Shareholding	Investee
		percentage in	company		Value (unaudited)
		investee	market cap	Yen	Sterling		% of % of Net
Company	Sector	company	(£'000)	('000)	('000)	Portfolio	Assets
Aizawa Securities	Financials	0.7%	228,867	311,438	1,681	1.0%	1.0%
Aska Pharmaceutical Health Care Bando Chemical		1.4%	275,309	728,323	3,930	2.4%	2.3%
Industries Broadmedia Corp	Industrials Communication	0.4%	365,476	246,014	1,328	0.8%	0.8%
	Services	1.1%	71,039	147,242	795	0.5%	0.5%
Bunka Shutter Co	Industrials	1.4%	422,951	1,091,000	5,887	3.6%	3.5%
Ebara Jitsugyo	Industrials	6.8%	200,003	2,526,912	13,635	8.3%	8.1%
Fuji Media	Communication
Holdings Inc	Services	0.3%	1,915,118	1,062,950	5,736	3.5%	3.4%
Hokuetsu Corp	Materials	0.3%	914,694	545,140	2,942	1.8%	1.8%
Intage Holdings	Communication
	Services	5.4%	381,099	3,916,000	21,131	12.9%	12.6%
Ishihara Chemical Japan Securities	Materials	4.8%	142,169	1,266,477	6,834	4.2%	4.1%
Finance	Financials	1.0%	549,991	1,144,358	6,175	3.8%	3.7%
Konishi Co Ltd	Materials	1.1%	545,216	1,052,137	5,677	3.5%	3.4%
Kyokuto Kaihatsu	Industrials	0.7%	391,444	477,635	2,577	1.6%	1.5%
Meiko Trans	Industrials	1.9%	215,713	777,420	4,195	2.6%	2.5%
Meisei Industry	Industrials	2.5%	290,631	1,354,510	7,309	4.4%	4.4%
Mitsuboshi
Belting Ltd	Industrials	1.6%	844,632	2,544,876	13,732	8.4%	8.2%
Murakami Corp	Consumer
	Discretionary	0.0%	203,477	2,595	14	0.0%	0.0%
Nasu Denki
Tekko Co Ltd	Materials	2.6%	57,852	277,830	1,499	0.9%	0.9%
Nippon Fine Chem	Materials	3.5%	346,100	2,244,945	12,114	7.4%	7.2%
Seven &	Consumer
I Holdings Co	Staples	0.0%	28,495,161	592,900	3,199	1.9%	1.9%
Sinko Industries Ltd	Industrials	0.6%	294,704	300,300	1,620	1.0%	1.0%
Stella Chemifa	Materials	3.4%	220,150	1,409,763	7,607	4.6%	4.5%
T&K Toka	Materials	3.0%	172,217	969,169	5,230	3.2%	3.1%
Teikoku Sen-I Co Ltd Industrials		1.9%	287,188	1,011,127	5,456	3.3%	3.2%
Teikoku Tsushin	Information
Kyogyo	Technology	1.4%	98 370	253,317	1,367	0.8%	0.8%
Toyo Seikan Group
Holdings Ltd	Materials	0.2%	2,591,678	894,012	4,824	2.9%	2.9%
Toyota Industries Corp Industrials		0.1%	18,038,042	2,052,000	11,073	6.7%	6.6%
Vital KSK HD	Health Care	2.5%	273,100	1,241,850	6,701	4.1%	4.0%
Total				30,442,258	164,269	100.0%	97.8%

Portfolio characteristics (unaudited) as at 30 August 2023

Equity investments 97.8 per cent. Price/Book 126.6 per cent. Price/Earnings 17.6x EV/EBITDA 6.0x Adjusted Cash/Market Cap 34.7 per cent. Net Working Capital/Market Cap 41.8 per cent.

Sector breakdown (unaudited) as at 30 August 2023

The Company is invested across a broad range of sectors, as illustrated in the below table, which is presented using the GICS sector categories for reference. Information is presented as 31 July 2023.

Top ten holdings (unaudited) as at 30 August 2023

The top ten holdings of the Company as a percentage of the Company's net assets is set out in the following table:

Top ten
	Sector	% of Net
Company		Assets
Intage Holdings	Communication Services	12.6%
Mitsuboshi Belting Ltd	Industrials	8.2%
Ebara Jitsugyo	Industrials	8.1%
Nippon Fine Chem	Materials	7.2%
Toyota Industries Corp	Industrials	6.6%
Stella Chemifa	Materials	4.5%
Meisei Industrial	Industrials	4.4%
Ishihara Chemical	Materials	4.1%
Vital KSK HD	Health Care	4.0%
Japan Securities Finance	Financials	3.7%

PART 10

FINANCIAL INFORMATION

1. Introduction

The financial information contained in this Part 10 has been extracted without material adjustment from (i) the audited report and accounts of the Company for the financial year ended 31 December 2022 (the "2022 Annual Report"); (ii) the audited report and accounts of the Company for the financial year ended 31 December 2021 (the "2021 Annual Report"); (iii) the audited report and accounts of the Company for the period from incorporation on 22 October 2019 to 31 December 2020 (the "2020 Annual Report", and together with the 2022 Annual Report and the 2021 Annual Report the "Annual Reports")); and (iv) the unaudited interim report for the six month period ended 30 June 2023 (the "2023 Interim Report"). The Annual Reports have been prepared in accordance with International Financial Reporting Standards as adopted in the United Kingdom. The 2023 Interim Report, which has not been reviewed by an independent auditor, has been prepared in accordance with International Accounting Standard 34: Interim Financial Reporting.

2. Auditor and audit reports

BDO LLP of 55 Baker Street, London W1U 7EU provided an unqualified audit report in respect of each of the Annual Reports. BDO LLP is a member of the Institute of Chartered Accountants of England and Wales. BDO LLP has confirmed that it is independent of the Company.

LR6.2.4(2) A1.2.1 A1.18.3.1a

A1.18.1.1 A1.18.1.3 A1.18.1.7 LR6.2.4(1) A1.18.3.1

3. Documents incorporated by reference

The information included in each of the Annual Reports and the 2023 Interim Report, on the pages specified in the table below, are incorporated by reference into this Prospectus. The non-incorporated parts of this financial information of the Company are either not relevant to investors or are covered elsewhere in this Prospectus.

	Unaudited report for the six months ended 30 June 2023	Audited annual report for the year ended 31 December 2022	Audited annual report for the year ended 31 December 2021	Audited annual report for the period ended 31 December 2020
Information	Page number	Page number	Page number	Page number
Investment Objective, Financial Information and Performance
Summary	2	2	2	2
Chairman's Statement	3-4	3-4	3-4	3-4
Japanese Corporate Governance
Update	–	4	3-4	5
Investment Adviser's Report	5-8	5-7	5-8	6-8
Portfolio Sectors Breakdown	9	8	9	9
Interim Management Report	10	–	–	–
Investment Policy, Results and
Other Information	–	9-10	10-11	10-11
Risks and Risk Management	–	11-14	12-15	12-14
Section 172 Statement	–	15-16	16-17	15-16
Directors' Report	–	17-22	18-24	17-22
Corporate Governance	–	23-28	25-29	23-27
Directors' Remuneration Report	–	29-33	30-34	28-31
Report of the Audit and
Risk Committee	–	34-35	35-36	32-33
Statement of Directors'
Responsibilities	–	36	37	34
Independent Auditor's Report	–	37-43	38-43	35-39

		Audited annual	Audited annual	Audited annual
	Unaudited report	report for the	report for the	report for the
	for the six	year ended	year ended	period ended
	months ended	31 December	31 December	31 December
	30 June 2023	2022	2021	2020
Information	Page number	Page number	Page number	Page number
Statement of Comprehensive Income	11	44	44	40
Statement of Financial Position	12	45	45	41
Statement of Changes in Equity	13	46	46	42
Statement of Cash Flows	14	47	47	43
Notes to the Accounts	15-21	48-62	48-64	44-56
Alternative Performance
Measures ("APMS")	22	63-64	65-66	57
Glossary	23-24	65-66	67-68	58-59

The documents incorporated by reference can be obtained from the Company's website, www.nipponactivevaluefund.com/financial-reporting, and as set out in paragraph 13 of Part 15 (General Information) of this Prospectus.

4. Selected key financial information

The key figures that summarise the Company's financial condition in respect of (i) the financial period from the Company's incorporation on 22 October 2019 ended 31 December 2020; (ii) the year ended 31 December 2021; and (iii) the year ended 31 December 2022, which have been extracted without material adjustment from the historical financial information referred to in paragraph 3 above, are set out in the following table:

	Audited annual	Audited annual	Audited annual
	report for the	report for the	report for the
	year ended	year ended	period ended
	31 December	31 December	31 December
	2022	2021	2020
Net assets (£'000)	158,745	155,854	116,986
Net asset value per Ordinary Share (pence)	140.46	137.90	113.58
Profit and comprehensive income (£'000)	5,095	26,265	13,987
Earnings per Ordinary Share (pence)	4.51	25.26	18.84

The key figures that summarise the Company's financial condition in respect of (i) the unaudited six month period ended 30 June 2023; and (ii) the unaudited six month period ended 30 June 2022, which have been extracted without material adjustment from the historical financial information referred to in paragraph 3 above, are set out in the following table:

	Unaudited	Unaudited
	six months	six months
	ended	ended
	30 June 2023	30 June 2022
Net assets (£'000)	165,824	136,794
Net asset value per Ordinary Share (pence)	146.72p	121.03
Profit/(loss) and comprehensive income (£'000)	10,695	(16,856)
Earnings/(loss) per Ordinary Share (pence)	9.46p	(14.92)

5. Operating and financial review

The Annual Reports and the 2023 Interim Report, which have been incorporated into this Prospectus by reference (and the parts of these documents that are not referred to in this Part 10 are not relevant to investors), included, on the pages specified in the table below: descriptions of the Company's financial condition (in both capital and revenue terms); details of the Company's investment activity and portfolio exposure; and changes in its financial condition for such period.

A1.7.1.1 A1.7.2.1

Information	Unaudited report for the six months ended 30 June 2023 Page number	Audited annual report for the year ended 31 December 2022 Page number	Audited annual report for the year ended 31 December 2021 Page number	Audited annual report for the period ended 31 December 2020 Page number
Investment Objective, Financial
Information and Performance
Summary	2	2	2	2
Chairman's Statement	3-4	3-4	3-4	3-4
Japanese Corporate Governance
Update	–	4	3-4	5
Investment Adviser's Report	5-8	5-7	5-8	6-8
Portfolio Sectors Breakdown	9	8	9	9
Interim Management Report	10	–	–	–
Investment Policy, Results and
Other Information	–	9-10	10-11	10-11
Risks and Risk Management	–	11-14	12-15	12-14
Section 172 Statement	–	15-16	16-17	15-16
Directors' Report	–	17-22	18-24	17-22
Corporate Governance	–	23-28	25-29	23-27
Directors' Remuneration Report	–	29-33	30-34	28-31

6. Capital resources

The Company is funded by equity. Details of the Company's capitalisation and indebtedness are set out in paragraph 12 of Part 15 (General Information). As at the date of this Prospectus, the Company had no indebtedness.

PART 11

THE AJIT SCHEME

1. Introduction

The AJIT Scheme is being undertaken pursuant to the proposed members' voluntary liquidation of AJIT and a scheme of reconstruction of AJIT under which AJIT Shareholders will be entitled to elect to receive in respect of some or all of their AJIT Shares:

A11.4.1 A11.5.3.1

• l Ordinary Shares (the "AJIT Rollover Option"); and/or
• l cash at a discount of two per cent. to the AJIT FAV per Share (the "AJIT Cash Option").

The default option under the AJIT Scheme is for eligible AJIT Shareholders to receive New Shares, meaning that AJIT Shareholders who, in respect of all or part of their holding of AJIT Shares, do not make a valid AJIT Scheme Election or who do not make an AJIT Scheme Election at all under the AJIT Scheme will be deemed to have elected for New Shares in respect of such holding.

2. Details of the AJIT Scheme

• 2.1 The maximum number of AJIT Shares that can be elected for the AJIT Cash Option (in aggregate) is 25 per cent. of the total number of AJIT Shares in issue (excluding AJIT Shares held in treasury) as at the AJIT Scheme Calculation Date. Each AJIT Shareholder who validly elects to receive the AJIT Cash Option in respect of up to 25 per cent. of their individual holding of AJIT Shares as at the AJIT Scheme Calculation Date, rounded down to the nearest whole share, will receive the full amount of cash for which they have elected (the "AJIT Basic Entitlement"). AJIT Shareholders are also entitled to elect to receive cash in respect of more than 25 per cent. of their individual holdings of AJIT Shares (such excess amount being an "AJIT Excess Application"). However, in the event that aggregate AJIT Scheme Elections are made for the AJIT Cash Option which exceed 25 per cent. of the issued AJIT Shares (excluding AJIT Shares held in treasury) as at the AJIT Scheme Calculation Date, AJIT Shareholders who have made an AJIT Scheme Election in excess of their AJIT Basic Entitlement will have their AJIT Excess Application scaled back in a manner which is, as near as practicable, pro rata to the number of AJIT Shares elected under such AJIT Excess Applications. Ordinary shares in AJIT which are subject to such scaling back will be deemed to have elected for the AJIT Rollover Option.
• 2.2 Subject to the first resolution to be proposed at the First AJIT General Meeting being passed and becoming unconditional:
• 2.2.1 the AJIT Shares in respect of which the holders have made, or are deemed to have made (including as a result of scaling back any AJIT Excess Applications), valid AJIT Scheme Elections for the AJIT Rollover Option will be reclassified as AJIT Rollover Shares; and
• 2.2.2 the AJIT Shares in respect of which the holders have made, or are deemed to have made (after scaling back any AJIT Excess Applications), valid AJIT Scheme Elections for the AJIT Cash Option will be reclassified as AJIT Cash Shares.
• 2.3 The rights of the AJIT Shares following the passing of such resolution will be the rights as set out in Article 5.3 of the New AJIT Articles to be adopted pursuant to the first resolution to be proposed at the First AJIT General Meeting and references to AJIT Shareholders will be construed accordingly.
• 2.4 In advance of the AJIT Scheme Effective Date, the AJIT Directors intend that AJIT (or its agents) will have, to the extent practicable, realised or realigned the undertaking and business carried on by AJIT in order to repay its existing debt facilities, pay any outstanding transaction invoices exceeding the Rising Sun AJIT Scheme Contribution and fund the AJIT Liquidation Pool and will, so far as practicable, hold investments suitable for transfer to the Company, by virtue of the AJIT Transfer Agreement
• 2.5 Save for AJIT Shares held by Dissenting AJIT Shareholders who will have their AJIT Shares purchased by the AJIT Liquidators from the AJIT Liquidation Pool, holders of AJIT Cash Shares will receive the

Cash NAV per AJIT Share multiplied by the total number of AJIT Cash Shares held by them and rounded down to the nearest penny.

2.6 Holders of AJIT Rollover Shares will receive such number of New Shares as is calculated pursuant to paragraph 2.21 of this Part 11.

Apportionment of AJIT's total assets

• 2.7 Subject to the resolutions at the First AJIT General Meeting being passed at such meeting and becoming unconditional, on the AJIT Scheme Calculation Date, or as soon as possible thereafter, the AJIT Directors, in consultation with the AJIT Liquidators, will calculate the aggregate value of the total assets of AJIT, the Residual Net Asset Value, the Residual Net Asset Value per AJIT Share, the AJIT FAV per Share, the AJIT Cash Pool NAV and the Cash NAV per AJIT Share in accordance with paragraphs 2.14 to 2.16 below.
• 2.8 Prior to the AJIT Scheme Calculation Date AJIT shall present Rising Sun with an invoice in respect of an initial instalment of the Rising Sun AJIT Scheme Contribution. Rising Sun will ensure that the Company is in funds in respect of the Rising Sun AJIT Scheme Contribution prior to the AJIT Scheme Calculation Date. The net asset value of AJIT as at the AJIT Scheme Calculation Date will therefore only be reduced by AJIT's transaction costs relating to the AJIT Scheme to the extent that these exceed £800,000.
• 2.9 On the AJIT Scheme Calculation Date, or as soon as practicable thereafter, the AJIT Directors, in consultation with the AJIT Liquidators, will procure the finalising of the division of AJIT's undertaking, cash and other assets into three separate and distinct pools, namely the AJIT Liquidation Pool, the AJIT Cash Pool and the AJIT Rollover Pool, as follows and in the following order:
• 2.9.1 first, there will be appropriated to the AJIT Liquidation Pool cash and other assets of AJIT (including, without limitation, the right to receive any and all interest, income, distribution, right or benefit and dividends, due but not paid to AJIT by the AJIT Scheme Calculation Date and any illiquid and hard to value assets in the portfolio of AJIT (and such illiquid and hard to value assets will be valued at nil)), which the AJIT Liquidators may call in, realise and convert into cash as they consider necessary, of a value calculated in accordance with paragraph 2.14 of this Part 11, which is estimated by the AJIT Liquidators, in consultation with the AJIT Directors, to be sufficient to meet the current and future, actual and contingent liabilities of AJIT, including, without prejudice to the generality of the foregoing and save to the extent that the same have already been paid or already deducted in calculating the total assets of AJIT including the Rising Sun AJIT Scheme Contribution in accordance with paragraph 2.8 of this Part 11:
• (a) the costs and expenses incurred and to be incurred by AJIT and the AJIT Liquidators in formulating, preparing and implementing proposals for the members' voluntary liquidation and the AJIT Scheme and in preparing the AJIT Circular and all associated documents in each case as not otherwise paid prior to the liquidation;
• (b) the costs and expenses incurred and to be incurred by AJIT and the AJIT Liquidators in preparing and implementing the AJIT Transfer Agreement;
• (c) the costs of purchasing (or making provision for the purchase of) the interests of AJIT Shareholders who have validly exercised their rights to dissent from the AJIT Scheme under section 111(2) of the Insolvency Act;
• (d) any unclaimed dividends of AJIT (so far as not previously paid) and any declared but unpaid dividends of AJIT;
• (e) the costs and expenses of liquidating AJIT (which includes the costs and expenses in relation to the AJIT Liquidators maintaining AJIT in liquidation until the date of the final meeting of AJIT), including the fees and expenses of the AJIT Liquidators and AJIT's registrar;
• (f) any unquoted assets in the portfolio of AJIT (as applicable and provided such assets will be valued at nil);
• (g) any tax liabilities of AJIT; and
• (h) an amount considered by the AJIT Liquidators to be appropriate to provide for any unascertained, unknown or contingent liabilities of AJIT (such amount not expected to exceed £100,000 in aggregate).
• 2.9.2 second, there will be appropriated to the AJIT Cash Pool and the AJIT Rollover Pool all the undertaking, cash and other assets of AJIT remaining after the appropriation referred to in paragraph 2.9.1 above, on the following basis:
• (a) there will first be appropriated to the AJIT Cash Pool such proportion of the undertaking, cash and other assets as will equal the AJIT Cash Pool NAV as set out in paragraph 2.17 of this Part 11; and
• (b) there will be appropriated to the AJIT Rollover Pool the balance of the undertaking, cash and assets of AJIT as AJIT, acting by the AJIT Liquidators in consultation with the other parties to the AJIT Transfer Agreement, will determine as being suitable for the purpose, and so as not to cause any infringement of the Prospectus, taking due account of the investment objective and Investment Policy of the Company.
• 2.10 The Residual AJIT Net Asset Value shall be equal to the gross assets of AJIT as at the AJIT Scheme Calculation Date less the value of the cash and other assets appropriated to the AJIT Liquidation Pool (which includes any assets attributable to any Dissenting AJIT Shareholders) and adjusted for any dividends declared by AJIT including the AJIT Interim Dividend. The Residual Net Asset Value per AJIT Share shall be equal to the Residual AJIT Net Asset Value divided by the number of AJIT Shares in issue (excluding any AJIT Shares held in treasury) (expressed in pence) but excluding any AJIT Shares held by Dissenting AJIT Shareholders, rounded down to six decimal places.
• 2.11 The AJIT Cash Pool NAV shall be equal to the AJIT FAV per Share multiplied by the total number of AJIT Cash Shares, minus a 2 per cent. discount to the AJIT FAV per Share (the "AJIT Cash Option Discount") multiplied by the number of AJIT Cash Shares. The Cash NAV per AJIT Share shall be equal to the AJIT Cash Pool NAV divided by the total number of AJIT Cash Shares, and rounded down to six decimal places.
• 2.12The AJIT FAV per Share (expressed in pence) shall be equal to the difference between the Residual AJIT Net Asset Value and the AJIT Cash Pool NAV divided by the total number of AJIT Rollover Shares and rounded down to six decimal places.
• 2.13Interest, income and other rights or benefits accruing in respect of any of the undertaking, cash or other assets comprised in any of the AJIT Liquidation Pool, AJIT Cash Pool or AJIT Rollover Pool shall form part of that pool, provided that any income, dividend, distribution, interest or other right or benefit on any investment marked "ex" the relevant income, dividend, distribution, interest or other right or benefit at or prior to the AJIT Scheme Calculation Date shall be deemed to form part of the AJIT Liquidation Pool.

Calculations of value

• 2.14 Except as otherwise provided in the AJIT Scheme, for the purposes of calculating the value of AJIT's assets at any time and date at which the calculation of value is required by the AJIT Scheme, the assets and liabilities of AJIT will be valued on the following basis:
• 2.14.1 investments which are listed, quoted or traded on any recognised stock exchange will be valued by reference to the bid price on the principal stock exchange where the relevant investment is listed, quoted or traded at the AJIT Relevant Time and according to the prices shown by the relevant exchange's method of publication of prices for such investments or, in the absence of such recognised method, by the latest price available prior to the AJIT Relevant Time. If the relevant exchange is not open for business at the AJIT Relevant Time, the investments will be valued as at the latest day prior to the relevant date on which the relevant stock exchange was open for business;
• 2.14.2 unlisted investments or quoted investments which are subject to restrictions on transferability or which, in the opinion of the AJIT Directors (or a duly constituted committee thereof) are otherwise illiquid will be valued at their fair value as determined by the AJIT Directors and any unquoted assets will be valued at nil;
• 2.14.3 cash and deposits with, or balances at, a bank together with all bills receivable, money market instruments and other debt securities not included in paragraphs 2.14.1 or 2.14.2 above and held by AJIT as at the AJIT Relevant Time will be valued at par (together with interest accrued up to the AJIT Scheme Calculation Date);
• 2.14.4 any sums owing from debtors (including any dividends due but not paid and any accrual of interest on debt-related securities to the extent not already taken into account under paragraphs 2.14.1 and 2.14.2 above) as at the AJIT Relevant Time will be valued at their actual amount less such provision for diminution of value (including provisions for bad or doubtful debts or discount to reflect the time value of money) as may be determined by the AJIT Directors;
• 2.14.5 assets denominated in currencies other than sterling will be converted into sterling at the closing mid-point rate of exchange of sterling and such other currencies prevailing as at the AJIT Relevant Time as may be determined by the AJIT Directors; and
• 2.14.6 liabilities will be valued in accordance with AJIT's normal accounting policies.

In this paragraph 2.14, the "AJIT Relevant Time" means the time and date at which any calculation of value is required by the AJIT Scheme to be made. The AJIT Directors will consult with the AJIT Liquidators in making determinations pursuant to this paragraph 2.14.

• 2.15 Notwithstanding the foregoing, the AJIT Directors or a duly authorised committee thereof, may, in their absolute discretion (but in consultation with the AJIT Liquidators), permit an alternative method of valuation to be used if, acting in good faith, they consider that such valuation better reflects the fair value of any asset or security. None of the AJIT Directors, AJIT or the AJIT Liquidators will be under any liability by reason of the fact that a valuation believed to be appropriate may subsequently be found not to have been appropriate.
• 2.16 None of the Directors, the Company, the Investment Adviser, the AJIT Directors, AJIT, abrdn Fund Managers Limited (being the investment manager of AJIT ("aFML")), nor the AJIT Liquidators will be under any liability by reason of the fact that a price reasonably believed to be the appropriate market price of any listed investment or any valuation reasonably believed to be appropriate may subsequently be found not to have been the appropriate market price or valuation, except in the case of fraud or bad faith.

Provision of information by the AJIT Liquidators

2.17 On the AJIT Scheme Effective Date, or as soon as practicable thereafter, the AJIT Liquidators will procure that there will be delivered to the Company (or its nominee) particulars of the undertaking, cash and other assets comprising the AJIT Rollover Pool and the AJIT Cash Pool in accordance with the terms of the AJIT Transfer Agreement and a list, certified by AJIT's registrar, of the names and addresses of each holder of AJIT Rollover Shares and the number of AJIT Rollover Shares held by each of them.

Transfer of assets and liabilities

• 2.18 On the AJIT Scheme Effective Date, or as soon as practicable thereafter, the Company and the AJIT Liquidators (in their personal capacity and on behalf of AJIT) will enter into and implement the AJIT Transfer Agreement (subject to such modifications as may be agreed between the parties thereto), whereby the AJIT Liquidators will procure the transfer of the cash, undertaking and other assets of AJIT comprising the AJIT Rollover Pool to the Company (or its nominee) in consideration for the allotment of New Shares to the AJIT Liquidators (as nominees for the Shareholders entitled to them), such shares to be renounced by the AJIT Liquidators in favour of the holders of AJIT Rollover Shares referred to in paragraphs 2.21 to 2.25 below.
• 2.19 The AJIT Transfer Agreement provides that the assets to be transferred to the Company will be transferred with such rights and title as AJIT may have in respect of the same or any part thereof subject to (and with the benefit of) all and any rights, restrictions, obligations, conditions and agreements affecting the same or any part thereof excluding any income, dividend, distribution, interest or other right or benefit on any investment marked "ex" the relevant income, dividend,

distribution, interest or other right or benefit at or prior to the AJIT Scheme Calculation Date (which shall be deemed to form part of the AJIT Liquidation Pool). The AJIT Transfer Agreement further provides that AJIT, acting by the AJIT Liquidators, insofar as they are reasonably able to do so by law or otherwise, will comply with all reasonable requests made by the Company (or its nominee) in respect of the cash, undertaking and other assets of AJIT to be acquired and shall, in particular, account to the Company for all income, dividends, distributions, interest and other rights and benefits in respect of such cash, undertaking and other assets, received after the AJIT Scheme Effective Date.

Distribution of the Cash Pool

2.20 Cash entitlements payable to the holders of AJIT Cash Shares (except for Dissenting AJIT Shareholders who shall have their AJIT Cash Shares purchased by the AJIT Liquidators from the AJIT Liquidation Pool) shall be distributed by the AJIT Liquidators, through AJIT's registrar and pursuant to the AJIT Scheme, in cash to each such holder who has elected for the AJIT Cash Option in proportion to its respective holding of AJIT Cash Shares and shall be equal to the Cash NAV per AJIT Share multiplied by the number of AJIT Cash Shares, rounded down to the nearest penny.

Issue of New Shares

2.21 In consideration for the transfer of the AJIT Rollover Pool to the Company in accordance with paragraphs 2.18 and 2.19 above, the New Shares will be issued to holders of AJIT Rollover Shares on the basis that the number of such shares to which each such holder is entitled will be determined in accordance with the following formula (rounded down to the nearest whole number of New Shares):

Number of New Shares = –– x C ^A B

where:

A is the AJIT FAV per Share (as at the AJIT Scheme Calculation Date);

B is the AJIT Scheme Company FAV per Share (as at the AJIT Scheme Calculation Date); and

C is the aggregate number of AJIT Rollover Shares held by the relevant AJIT Shareholder.

• 2.22 No value will be attributable to AJIT Shares held in treasury by AJIT. Fractions of New Shares will not be issued under the AJIT Scheme and entitlements to such New Shares will be rounded down to the nearest whole number. Any assets representing a fraction of the entitlements of holders of AJIT Rollover Shares and whose holding of New Shares is rounded down will be retained by the Company and represent an accretion to its assets.
• 2.23 The New Shares to be issued pursuant to paragraph 2.21 will be allotted, credited as fully paid, to the AJIT Liquidators (as nominee for the holders of AJIT Rollover Shares entitled thereto) as soon as practicable after the delivery to the Company (or its nominee) of the particulars referred to in paragraph 2.17 above, whereupon the AJIT Liquidators will renounce the allotments of New Shares in favour of holders of AJIT Rollover Shares entitled to them under the AJIT Scheme. On such renunciation, the Company will issue the New Shares to the holders of AJIT Rollover Shares entitled thereto. The Company will:
• 2.23.1 in the case of the New Shares issued in certificated form, arrange for the despatch of certificates for such shares issued under the AJIT Scheme to the holders of AJIT Rollover Shares entitled thereto at their respective addresses in AJIT's register of members (and, in the case of joint holders, to the address of the first-named) or to such other person and address as may be specified by such persons in writing, in each case at the risk of the persons entitled thereto; and
• 2.23.2 in the case of the New Shares issued in uncertificated form, procure that Euroclear is instructed on the Business Day following the AJIT Scheme Effective Date (or as soon as practicable thereafter) to credit the appropriate stock accounts in CREST of the holders of AJIT Rollover Shares entitled thereto with their respective entitlements to New Shares issued under the AJIT Scheme.
• 2.24 The Company will be entitled to assume that all information delivered to it in accordance with paragraph 2.23 above is correct and to utilise the same in procuring registration in the Company's register of members of the holders of the New Shares issued under the AJIT Scheme.
• 2.25 The new Ordinary Shares issued pursuant to the AJIT Scheme will rank pari passu with the existing Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the issue of the relevant new Ordinary Shares).

Application of AJIT Liquidation Pool

2.26 On or following the AJIT Scheme Effective Date, the AJIT Liquidation Pool will be applied by AJIT (acting by the AJIT Liquidators) in discharging the liabilities of AJIT. The remaining balance of the AJIT Liquidation Pool, if any, will be distributed in cash by the AJIT Liquidators pursuant to the AJIT Scheme, to all AJIT Shareholders (excluding Ordinary Shares held in treasury) (in each case being those AJIT Shareholders on the AJIT Scheme Effective Date in proportion to the respective holdings of AJIT Shares on the AJIT Scheme Effective Date other than Dissenting AJIT Shareholders) provided that if any such amount payable to any AJIT Shareholder is less than £5.00, it will not be paid to AJIT Shareholders but instead will be sent to charity. The AJIT Liquidators will also be entitled to make interim payments to AJIT Shareholders in proportion to their holdings of AJIT Shares. The AJIT Liquidators will only make such distribution if there is sufficient cash available and if the AJIT Liquidators are of the view that it is cost effective to make an interim distribution. For these purposes, any AJIT Shares held by Dissenting AJIT Shareholders will be ignored.

AJIT Forms of Election

• 2.27 For the purposes of the AJIT Forms of Election, the provisions of which form part of the AJIT Scheme:
• 2.27.1 if, on any AJIT Form of Election, the total of an AJIT Shareholder's AJIT Scheme Election is greater than their actual holding as at the AJIT Scheme Record Date, each AJIT Scheme Election made by such AJIT Shareholder on that AJIT Form of Election will be decreased, so that the total of such AJIT Scheme Election(s) shall equal their total holding and, in any such case, such decreased AJIT Scheme Election(s) will be deemed to be the AJIT Scheme Election(s) made by such AJIT Shareholder on the AJIT Form of Election for all purposes of the AJIT Scheme;
• 2.27.2 if, on any AJIT Form of Election, the total of an AJIT Shareholder's AJIT Scheme Elections is less than their actual holding as at the AJIT Scheme Record Date, then for the balance of such AJIT Shareholder's AJIT Shares, that AJIT Shareholder will be deemed to have elected for the AJIT Rollover Option;
• 2.27.3 an AJIT Shareholder who makes no AJIT Scheme Election by the due date, or in respect of whom no AJIT Form of Election has been duly and validly completed in accordance with the instructions therein, shall be deemed to have made an AJIT Scheme Election for the AJIT Rollover Option in respect of all of the AJIT Shares held by him/her for all purposes of the AJIT Scheme;
• 2.27.4 by signing and delivering an AJIT Form of Election and in consideration of AJIT agreeing to process the AJIT Form of Election, an AJIT Shareholder agrees that the AJIT Scheme Election made on the AJIT Form of Election will be irrevocable (other than with the consent of the AJIT Directors) and, by such signature and delivery, such AJIT Shareholder represents and warrants that his or her AJIT Scheme Election is valid and binding and is made in accordance with all applicable legal requirements (including the requirements of any applicable jurisdiction outside the UK); and
• 2.27.5 any questions as to the extent (if any) to which AJIT Scheme Elections will be met and as to the validity of any AJIT Form of Election shall be at the discretion of the AJIT Directors, whose determination shall be final.

Modifications

2.28 The provisions of the AJIT Scheme will have effect subject to such non-material modifications or additions as the AJIT Directors and the parties to the AJIT Transfer Agreement may from time to time approve in writing.

Reliance on information

2.29 The Company, the Directors, the Investment Adviser, aFML, AJIT, the AJIT Directors and the AJIT Liquidators will be entitled to act and rely, without enquiry, on any information furnished or made available to them or any of them (as the case may be) in connection with the AJIT Scheme and the AJIT Transfer Agreement, including, for the avoidance of doubt, any certificate, opinion, advice, valuation, evidence or other information furnished or made available to them by the Company, the Directors (or any of them), the Investment Adviser, aFML, the AJIT Directors (or any of them), or their respective other professional advisers, and no such person will be liable or responsible for any loss suffered as a result thereof by the Company, any Shareholder, AJIT or any AJIT Shareholder.

AJIT Liquidators liability

2.30 Nothing in the AJIT Scheme or in any document executed under or in connection with the AJIT Scheme will impose any personal liability on the AJIT Liquidators or either of them save for any liability arising out of any negligence, fraud, bad faith, breach of duty or wilful default by the AJIT Liquidators in the performance of their duties and this will, for the avoidance of doubt, exclude any such liability for any action taken by the AJIT Liquidators in accordance with the AJIT Scheme, the AJIT Transfer Agreement or any act which the AJIT Liquidators do or omit to do at the request of the Company.

Conditions

• 2.31 The AJIT Scheme is conditional upon:
• 2.31.1 completion of the Migration;
• 2.31.2 the recommendation of the boards of the Company and AJIT to proceed with the AJIT Scheme, which may be withdrawn at any time (including, without limit, for material adverse change reasons);

A11.5.2.3(g)

• 2.31.3 the Share Allotment Authorities relating to the AJIT Scheme being approved by Shareholders and not having been revoked or superseded;
• 2.31.4 the passing of the resolutions to be proposed at the First AJIT General Meeting and the resolution to be proposed at the Second AJIT General Meeting or any adjournment of those meetings and upon any conditions of such resolutions being fulfilled; and
• 2.31.5 Admission occurring in respect of the New Shares to be issued pursuant to the AJIT Scheme.
• 2.32 Any condition may, subject to compliance with legal requirements, be waived with the mutual agreement of each of the Company, the Investment Adviser and AJIT at any time up to completion of the AJIT Scheme.
• 2.33 In the event that any of the conditions in paragraph 2.31 fails to be satisfied (other than in respect of the Second AJIT General Meeting), the Second AJIT General Meeting will be adjourned indefinitely and the AJIT Scheme will lapse.
• 2.34 Subject to paragraphs 2.31 and 2.36, the AJIT Scheme will become effective on the date on which the special resolution for the winding-up of AJIT to be proposed at the Second AJIT General Meeting (or any adjournment thereof) is passed.
• 2.35 If it becomes effective, the AJIT Scheme will, subject to the rights of any AJIT Shareholders who have validly exercised their rights under section 111(2) of the Insolvency Act, be binding on all AJIT Shareholders and on all persons claiming through or under them.
• 2.36 Unless the conditions set out in paragraph 2.36 have been satisfied or, to the extent permitted, waived by both the Company and AJIT on or before 31 October 2023, the AJIT Scheme will not become effective.

2.37 An application will be made to the Financial Conduct Authority for the listing of the AJIT Rollover Shares and AJIT Cash Shares to be suspended, subject to paragraphs 2.31.1 to 2.32 above, at 7.30 a.m. on 10 October 2023 and it is intended that subject to paragraph 2.31, such listing will be cancelled with effect from or as soon as possible after the AJIT Scheme Effective Date, or such other date as the AJIT Liquidators will determine.

Overseas Shareholders and Sanctions Restricted Persons

• 2.38 Any New Shares allotted to the AJIT Liquidators and which would otherwise be issued to an Overseas AJIT Shareholder or Sanctions Restricted Person pursuant to the AJIT Scheme will instead be issued to the AJIT Liquidators as nominees on behalf of such Overseas AJIT Shareholder or Sanctions Restricted Person who will arrange for such shares to be sold promptly by a market maker (without regard to the personal circumstances of the relevant Overseas AJIT Shareholder or Sanctions Restricted Person and the value of the AJIT Shares held by the relevant Overseas AJIT Shareholder or Sanctions Restricted Person), in circumstances in which the AJIT Liquidators and/or the Company acting reasonably consider that, notwithstanding that Overseas AJIT Shareholder's or Sanctions Restricted Person's entitlement to such New Shares under the AJIT Scheme, any such issue of New Shares to that AJIT Shareholder would or may involve a breach of the securities laws or regulations of any jurisdiction or if the AJIT Liquidators and/or the Company reasonably believes that the same may violate any applicable legal or regulatory requirements or may require the Company to become subject to additional regulatory requirements (to which it would not be subject but for such issue) and the AJIT Liquidators and/or the Company, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Overseas AJIT Shareholder or Sanctions Restricted Person is permitted to hold New Shares under any relevant securities laws or regulation of such overseas jurisdictions (or that the Company would not be subject to any additional regulatory requirements to which it would not be subject but for such issue). The net proceeds of such sales (after deduction of any costs incurred in effecting such sales) will be paid (i) to the relevant Overseas AJIT Shareholders entitled to them within 10 Business Days of the date of sale, save that entitlements of less than £5.00 per Overseas AJIT Shareholder will be retained in the AJIT Liquidation Pool; or (ii) in respect of any Sanctions Restricted Person, at the sole and absolute discretion of the AJIT Liquidators and will be subject to applicable securities laws and regulations.
• 2.39 Any Eligible U.S. AJIT Shareholder (or any persons acting for the account or benefit of such U.S. AJIT Shareholder) receiving this Prospectus is requested to execute the AI/QP Investor Letter annexed to this Prospectus and return it to the Company by hard copy and email to the addresses indicated on the AI/QP Letter. U.S. AJIT Shareholders who have any questions regarding the submission of the AI/QP Letter may call the Registrar at +44(0)370 703 6187. Please note that the Registrar cannot give any advice on how U.S. AJIT Shareholders should complete the AI/QP Letter. Such persons are encouraged to seek their own advice should they have any questions regarding the completion of the AI/QP Letter.
• 2.40 The Company and AJIT reserve the right, in their absolute discretion, to investigate in relation to U.S. AJIT Shareholders, whether the representations and warranties set out in the AI/QP Investor Letter annexed to the Prospectus given by any U.S. AJIT Shareholder are correct. Furthermore, If a U.S. AJIT Shareholder does not execute and return the AI/QP Investor Letter and the Directors believe such person is an Ineligible U.S. AJIT Shareholder, the Board reserves the right, in its absolute discretion, to require any New Shares to which such U.S. AJIT Shareholder is entitled and would otherwise receive, to be issued to the AJIT Liquidators as nominees for the relevant U.S. AJIT Shareholders and sold by the AJIT Liquidators in the market (which will be done by the AJIT Liquidators without regard to the personal circumstances of the relevant U.S. AJIT Shareholder) and the net proceeds of such sale (after deduction of any costs incurred in effecting such sale) will be paid to the relevant U.S. AJIT Shareholder entitled to them within 10 Business Days of the date of sale, save that entitlements of less than £5.00 per Ineligible U.S. AJIT Shareholder will be retained in the AJIT Liquidation Pool.
• 2.41 Non-U.S. AJIT Shareholders are deemed to represent to AJIT and the Company that they are located outside of the United States and are not U.S. Persons (and are not acting for the account or benefit of a U.S. Person).

2.42 The provisions of this Scheme relating to non-U.S. Overseas AJIT Shareholders may be waived, varied or modified as regards a specific AJIT Shareholder or on a general basis by the Directors and the AJIT Directors in their respective absolute discretions.

General

• 2.44 Any instructions for the payment of dividends on AJIT Shares in force on the AJIT Scheme Effective Date and lodged with AJIT and/or AJIT's registrar will, unless and until revoked by notice in writing to AJIT's registrar, continue to apply in respect of distributions or allocations of, or the other application of, monies under the AJIT Scheme or in respect of the issue of New Shares under the AJIT Scheme.
• 2.45 If, within seven days after the passing of the resolutions proposed at the First AJIT General Meeting, AJIT Shareholders validly exercise their rights under section 111(2) of the Insolvency Act 1986 in respect of more than 5 per cent. in nominal value of the issued AJIT Shares, the AJIT Directors (or a duly authorised committee thereof) may, but will not be obliged to, resolve not to proceed with the AJIT Scheme. Any such resolution by the AJIT Directors (or a duly authorised committee thereof) will only be effective if passed prior to the passing of the resolution for winding-up AJIT to be proposed at the Second AJIT General Meeting (or any adjournment thereof).
• 2.46 AJIT Shares which are held in treasury by AJIT will not have any entitlements under the AJIT Scheme.
• 2.47 The AJIT Scheme will be governed by, and construed in accordance with, the laws of England and Wales.

3. Costs and Expenses of the AJIT Scheme

Any stamp duty, SDRT or other transaction tax (or equivalent Japanese tax payable in connection with the transfer of Japanese securities), or investment costs incurred by the Company on the acquisition of the AJIT Rollover Pool and listing fees in relation to the listing of the Ordinary Shares will be borne by the Enlarged Company. If the AJIT Scheme does not proceed on the terms agreed or the required conditions are not satisfied, then the Company and AJIT will bear their own costs. The Company's costs in connection with the AJIT Scheme are estimated at approximately £570,000. The Investment Adviser has agreed to pay for AJIT's costs to implement the AJIT Scheme up to a cap of £800,000.

Each party will bear their own costs in the event that the AJIT Scheme is aborted.

4. Admission and Dealings

Subject to completion of the Migration, application will be made to the FCA and to the London Stock Exchange for the Ordinary Shares issued under the AJIT Scheme to be admitted to the Official List and to trading on the Main Market. Subject to Shareholder approval of the New Investment Policy at the NAVF General Meeting, it is expected that the Migration will complete on 21 September 2023. If the AJIT Scheme becomes effective, it is expected that Admission in respect of the Ordinary Shares to be admitted pursuant to the AJIT Scheme will occur on 11 October 2023.

The Ordinary Shares issued pursuant to the AJIT Scheme will be in registered form. Temporary documents of title will not be issued. The ISIN of the Ordinary Shares is GB00BKLGLS10. It is expected that AJIT Shareholders who hold their AJIT Shares in uncertificated form and are entitled to receive Ordinary Shares will receive Ordinary Shares in uncertificated form on 11 October 2023.

Fractional entitlement to Ordinary Shares pursuant to the AJIT Scheme will not be issued and entitlements will be rounded down to the nearest whole number. No cash payments will be made or returned in respect of any fractional entitlements which will be retained.

A11.9.1

5. Dilution of the Company's Shareholders

Only certain AJIT Shareholders are eligible to participate in the AJIT Scheme. Existing Company Shareholders (who are not also eligible AJIT Shareholders) are not able to participate in the AJIT Scheme and will suffer a dilution to the percentage of the issued share capital that their current holding represents based on an actual number of New Shares issued. For the avoidance of doubt, the NAV per Ordinary Share will not be altered as a direct consequence of the AJIT Scheme becoming effective.

For illustrative purposes only, had the AJIT Scheme Calculation Date been 5.00 p.m. on 30 August 2023 (being the latest practicable date prior to the publication of this Prospectus), assuming that no AJIT Shareholders exercise their right to dissent from participation in the AJIT Scheme, that the AJG Scheme had not become unconditional at that time, that Company costs in connection with the AJIT Scheme were £564,957, that AJIT costs in connection with the AJIT Scheme were £725,393 and that:

• (a) the maximum amount is elected for the AJIT Cash Option, the conversion ratio would have been 4.54 and in aggregate 42,360,524 New Shares would have been issued to AJIT Shareholders under the AJIT Scheme, representing approximately 27.26 per cent. of the issued ordinary share capital of the Enlarged Company, Existing Shareholders would have suffered a dilution of approximately 27.26 per cent. to their existing percentage holdings; or
• (b) all AJIT Shareholders had elected to receive New Shares, the conversion ratio would have been 4.52 and in aggregate 56,199,698 New Shares would have been issued to Shareholders under the AJIT Scheme, representing approximately 33.21 per cent. of the issued ordinary share capital of the Enlarged Company, Existing Shareholders would have suffered a dilution of approximately 33.21 per cent. to their existing percentage holdings.

6. Overseas AJIT Shareholders

Overseas AJIT Shareholders will not receive a copy of the Prospectus unless they have satisfied the Directors and the AJIT Directors that they are entitled to receive and hold Ordinary Shares without breaching any relevant securities laws and without the need for compliance on the part of the Company or AJIT with any overseas laws, regulations, filing requirements or the equivalent.

No action has been taken or will be taken in any jurisdiction other than in the UK where action is required to be taken to permit the distribution of the Prospectus. Accordingly, such documents may not be used for the purposes of, and do not constitute, an offer or solicitation by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.

It is the responsibility of AJIT Shareholders with registered addresses outside of the UK to satisfy themselves as to the observance of the laws of the relevant jurisdiction in connection with the AJIT Scheme, including obtaining any governmental or exchange control or other consents which may be required, the compliance with any other necessary formalities which need to be observed and the payment of any issue, transfer or other taxes or duties due in such jurisdiction. AJIT Shareholders who are subject to taxation outside the UK should consult their independent financial adviser as soon as possible.

Overseas AJIT Shareholders who wish to receive Ordinary Shares under the AJIT Scheme should contact AJIT directly if they are able to demonstrate, to the satisfaction of the AJIT Directors and/or the AJIT Liquidators and the Directors, that they can be issued Ordinary Shares without breaching any relevant securities laws. Unless the AJIT Directors and/or AJIT Liquidators and the Directors are so satisfied (in their respective absolute discretions), to the extent that an Overseas AJIT Shareholder would otherwise receive Ordinary Shares under the AJIT Scheme, either because no election for the AJIT Cash Option was made or because an AJIT Excess Application for the AJIT Cash Option is scaled back in accordance with the AJIT Scheme, such Ordinary Shares will instead be issued to the AJIT Liquidators as nominees on behalf of such Overseas AJIT Shareholder who will arrange for such shares to be sold promptly by a market maker. The net proceeds of such sales (after deduction of any costs incurred in effecting such sales) will be paid to the relevant Overseas AJIT Shareholders entitled to them within 10 Business Days of the date of sale, save that entitlements of less than £5.00 per Overseas AJIT Shareholder will be retained by the Company for its own account.

The provisions of the AJIT Scheme relating to Overseas AJIT Shareholders may be waived, varied or modified as regards a specific AJIT Shareholder or on a general basis by the Directors and the AJIT Directors in their respective absolute discretions.

PART 12

THE AJG SCHEME

1. Introduction

The AJG Scheme is being undertaken pursuant to the proposed members' voluntary winding up of AJG and a scheme of reconstruction of AJG under which AJG Shareholders will be entitled to elect to receive in respect of some or all of their AJG Shares:

A11.4.1 A11.5.3.1

• l Ordinary Shares (the "AJG Rollover Option"); and/or
• l cash at a discount of two per cent. to the AJG FAV per Share (the "AJG Cash Option").

The default option under the AJG Scheme is for eligible AJG Shareholders to receive New Shares, meaning that AJG Shareholders who, in respect of all or part of their holding of AJG Shares, do not make a valid AJG Scheme Election or who do not make an AJG Scheme Election at all under the AJG Scheme will be deemed to have elected for New Shares in respect of such holding.

Pending publication of the AJG Circular, the Company and AJG have entered into the AJG Scheme Transaction Agreement. Pursuant to the AJG Scheme Transaction Agreement, subject to receipt of relevant tax clearances, AJG has undertaken to use all reasonable endeavours to (i) publish the AJG Circular by 15 September 2023; and (ii) to implement the AJG Scheme in accordance with the terms of the AJG Scheme set out in this Part 12 (subject to the conditions set out below).

The timetable for implementation of the AJG Scheme will be announced by way of an RIS announcement following the publication of the AJG Circular.

2. Details of the AJG Scheme

• 2.1 The maximum number of AJG Shares that can be elected for the AJG Cash Option (in aggregate) is 25 per cent. of the total number of AJG Shares in issue (excluding AJG Shares held in treasury) as at the AJG Scheme Calculation Date. Each AJG Shareholder who validly elects to receive the AJG Cash Option in respect of up to 25 per cent. of their individual holding of AJG Shares as at the AJG Scheme Calculation Date, rounded down to the nearest whole share, will receive the full amount of cash for which they have elected (the "AJG Basic Entitlement"). AJG Shareholders are also entitled to elect to receive cash in respect of more than 25 per cent. of their individual holdings of AJG Shares (such excess amount being an "AJG Excess Application"). However, in the event that aggregate AJG Scheme Elections are made for the AJG Cash Option which exceed 25 per cent. of the issued AJG Shares (excluding AJG Shares held in treasury) as at the AJG Scheme Calculation Date, AJG Shareholders who have made an AJG Scheme Election in excess of their AJG Basic Entitlement will have their AJG Excess Applications scaled back in a manner which is, as near as practicable, pro rata to the number of AJG Shares elected under such AJG Excess Applications. Ordinary shares in AJG which are subject to such scaling back will be deemed to have elected for the AJG Rollover Option.
• 2.2 Subject to the first resolution to be proposed at the AJG EGM being passed and becoming unconditional:
• 2.2.1 the AJG Shares in respect of which the holders have made, or are deemed to have made (including as a result of scaling back any AJG Excess Applications), valid AJG Scheme Elections for the AJG Rollover Option will be reclassified as AJG Rollover Shares; and
• 2.2.2 the AJG Shares in respect of which the holders have made, or are deemed to have made (after scaling back any AJG Excess Applications), valid AJG Scheme Elections for the AJG Cash Option will be reclassified as AJG Cash Shares.
• 2.3 The rights of the AJG Shares following the passing of such resolution will be the rights as set out in Article 6.B of the New AJG Articles to be adopted pursuant to the first resolution to be proposed at the AJG EGM and references to AJG Shareholders will be construed accordingly.
• 2.4 In advance of the AJG Scheme Effective Date, the AJG Directors intend that AJG (or its agents) will have, to the extent practicable, realised or realigned the undertaking and business carried on by AJG in order to repay its existing debt facilities, pay any outstanding transaction invoices exceeding the Rising Sun AJG Scheme Contribution and fund the AJG Liquidation Pool and will, so far as practicable, hold investments suitable for transfer to the Company, by virtue of the AJG Transfer Agreement.
• 2.5 Holders of AJG Cash Shares will receive the Cash NAV per AJG Share multiplied by the total number of AJG Cash Shares held by them and rounded down to the nearest penny.
• 2.6 Holders of AJG Rollover Shares will receive such number of New Shares as is calculated pursuant to paragraph 2.21 of this Part 12.

Apportionment of AJG's total assets

• 2.7 Subject to the resolutions at the AJG EGM being passed at such meeting and becoming unconditional, on the AJG Scheme Calculation Date, or as soon as possible thereafter, the AJG Directors, in consultation with the AJG Liquidators, will calculate the aggregate value of the total assets of AJG, the Residual Net Asset Value, the Residual Net Asset Value per AJG Share, the AJG FAV per Share, the AJG Cash Pool NAV and the Cash NAV per AJG Share in accordance with paragraphs 2.14 to 2.16 below.
• 2.8 Prior to the AJG Scheme Calculation Date AJG shall present Rising Sun with an invoice in respect of an initial payment of the Rising Sun AJG Scheme Contribution. Rising Sun will ensure that the Company is in funds in respect of the Rising Sun AJG Scheme Contribution prior to the AJG Scheme Calculation Date. The net asset value of AJG as at the AJG Scheme Calculation Date will therefore only be reduced by AJG's transaction costs relating to the AJG Scheme to the extent that these exceed £800,000.
• 2.9 On the AJG Scheme Calculation Date, or as soon as practicable thereafter, the AJG Directors, in consultation with the AJG Liquidators, will procure the finalising of the division of AJG's undertaking, cash and other assets into three separate and distinct pools, namely the AJG Liquidation Pool, the AJG Cash Pool and the AJG Rollover Pool, as follows and in the following order:
• 2.9.1 first, there will be appropriated to the AJG Liquidation Pool cash and other assets of AJG (including, without limitation, the right to receive any and all interest, income, distribution, right or benefit and dividends, due but not paid to AJG by the AJG Scheme Calculation Date and any illiquid and hard to value assets in the portfolio of AJG (and such illiquid and hard to value assets will be valued at nil)), which the AJG Liquidators may call in, realise and convert into cash as they consider necessary, of a value calculated in accordance with paragraph 2.14 of this Part 12, which is estimated by the AJG Liquidators, in consultation with the AJG Directors, to be sufficient to meet the current and future, actual and contingent liabilities of AJG, including, without prejudice to the generality of the foregoing and save to the extent that the same have already been paid or already deducted in calculating the total assets of AJG including the Rising Sun AJG Scheme Contribution in accordance with paragraph 2.8 of this Part 12:
• (a) the costs and expenses incurred and to be incurred by AJG and the AJG Liquidators in formulating, preparing and implementing proposals for the members' voluntary winding up and the AJG Scheme and in preparing the AJG Circular and all associated documents in each case as not otherwise paid prior to the liquidation;
• (b) the costs and expenses incurred and to be incurred by AJG and the AJG Liquidators in preparing and implementing the AJG Transfer Agreement;
• (c) any unclaimed dividends of AJG (so far as not previously paid) and any declared but unpaid dividends of AJG;
• (d) the costs and expenses of liquidating AJG (which includes the costs and expenses in relation to the AJG Liquidators maintaining AJG in liquidation until the date of the final meeting of AJG), including the fees and expenses of the AJG Liquidators and AJG's registrar;
• (e) any unquoted assets in the portfolio of AJG (as applicable and provided such assets will be valued at nil);
• (f) any tax liabilities of AJG; and
• (g) an amount considered by the AJG Liquidators to be appropriate to provide for any unascertained, unknown or contingent liabilities of AJG (such amount not expected to exceed £100,000 in aggregate).
• 2.9.2 second, there will be appropriated to the AJG Cash Pool and the AJG Rollover Pool all the undertaking, cash and other assets of AJG remaining after the appropriation referred to in paragraph 2.9.1 above, on the following basis:
• (a) there will first be appropriated to the AJG Cash Pool such proportion of the undertaking, cash and other assets as will equal the AJG Cash Pool NAV as set out in paragraph 2.17 of this Part 12; and
• (b) there will be appropriated to the AJG Rollover Pool the balance of the undertaking, cash and assets of AJG as AJG, acting by the AJG Liquidators in consultation with the other parties to the AJG Transfer Agreement, will determine as being suitable for the purpose, and so as not to cause any infringement of the Prospectus, taking due account of the investment objective and Investment Policy of the Company.
• 2.10 The Residual AJG Net Asset Value shall be equal to the gross assets of AJG as at the AJG Scheme Calculation Date less the value of the cash and other assets appropriated to the AJG Liquidation Pool and adjusted for any dividends declared by AJG. The Residual Net Asset Value per AJG Share shall be equal to the Residual AJG Net Asset Value divided by the number of AJG Shares in issue (excluding any AJG Shares held in treasury) (expressed in pence), rounded down to six decimal places.
• 2.11 The AJG Cash Pool NAV shall be equal to the AJG FAV per share multiplied by the total number of AJG Cash Shares minus a 2 per cent. discount to the AJG FAV per Share (the "AJG Cash Option Discount") multiplied by the number of AJG Cash Shares. The Cash NAV per AJG Share shall be equal to the AJG Cash Pool NAV divided by the total number of AJG Cash Shares and rounded down to six decimal places.
• 2.12 The AJG FAV per Share (expressed in pence) shall be equal to the difference between the Residual AJG Net Asset Value and the AJG Cash Pool NAV divided by the total number of AJG Rollover Shares and rounded down to six decimal places.
• 2.13 Interest, income and other rights or benefits accruing in respect of any of the undertaking, cash or other assets comprised in any of the AJG Liquidation Pool, AJG Cash Pool or AJG Rollover Pool shall form part of that pool, provided that any income, dividend, distribution, interest or other right or benefit on any investment marked "ex" the relevant income, dividend, distribution, interest or other right or benefit at or prior to the AJG Scheme Calculation Date shall be deemed to form part of the AJG Liquidation Pool.

Calculations of value

• 2.14 Except as otherwise provided in the AJG Scheme, for the purposes of calculating the value of AJG's assets at any time and date at which the calculation of value is required by the AJG Scheme, the assets and liabilities of AJG will be valued on the following basis:
• 2.14.1 investments which are listed, quoted or traded on any recognised stock exchange will be valued by reference to the bid price on the principal stock exchange where the relevant investment is listed, quoted or traded at the AJG Relevant Time and according to the prices shown by the relevant exchange's method of publication of prices for such investments or, in the absence of such recognised method, by the latest price available prior to the AJG Relevant Time. If the relevant exchange is not open for business at the AJG Relevant Time, the investments will be valued as at the latest day prior to the relevant date on which the relevant stock exchange was open for business;
• 2.14.2 unlisted investments or quoted investments which are subject to restrictions on transferability or which, in the opinion of the AJG Directors (or a duly constituted committee thereof) are otherwise illiquid will be valued at their fair value as determined by the AJG Directors and any unquoted assets will be valued at nil;
• 2.14.3 cash and deposits with, or balances at, a bank together with all bills receivable, money market instruments and other debt securities not included in paragraphs 2.14.1 or 2.14.2 above and held by AJG as at the AJG Relevant Time will be valued at par (together with interest accrued up to the AJG Scheme Calculation Date);
• 2.14.4 any sums owing from debtors (including any dividends due but not paid and any accrual of interest on debt-related securities to the extent not already taken into account under paragraphs 2.14.1 and 2.14.2 above) as at the AJG Relevant Time will be valued at their actual amount less such provision for diminution of value (including provisions for bad or doubtful debts or discount to reflect the time value of money) as may be determined by the AJG Directors;
• 2.14.5 assets denominated in currencies other than sterling will be converted into sterling at the closing mid-point rate of exchange of sterling and such other currencies prevailing as at the AJG Relevant Time as may be determined by the AJG Directors; and
• 2.14.6 liabilities will be valued in accordance with AJG's normal accounting policies.

In this paragraph 2.14, the "AJG Relevant Time" means the time and date at which any calculation of value is required by the AJG Scheme to be made. The AJG Directors will consult with the AJG Liquidators in making determinations pursuant to this paragraph 2.14.

• 2.15 Notwithstanding the foregoing, the AJG Directors or a duly authorised committee thereof, may, in their absolute discretion (but in consultation with the AJG Liquidators), permit an alternative method of valuation to be used if, acting in good faith, they consider that such valuation better reflects the fair value of any asset or security. None of the AJG Directors, AJG or the AJG Liquidators will be under any liability by reason of the fact that a valuation believed to be appropriate may subsequently be found not to have been appropriate.
• 2.16 None of the Directors, the Company, the Investment Adviser, the AJG Directors, AJG, Quaero Capital LLP (being the investment manager of AJG ("Quaero")), Atlantis Investment Research Corporation (being the investment adviser of AJG ("AIRC"), nor the AJG Liquidators will be under any liability by reason of the fact that a price reasonably believed to be the appropriate market price of any listed investment or any valuation reasonably believed to be appropriate may subsequently be found not to have been the appropriate market price or valuation, except in the case of fraud or bad faith.

Provision of information by the AJG Liquidators

2.17 On the AJG Scheme Effective Date, or as soon as practicable thereafter, the AJG Liquidators will procure that there will be delivered to the Company (or its nominee) particulars of the undertaking, cash and other assets comprising the AJG Rollover Pool and the AJG Cash Pool in accordance with the terms of the AJG Transfer Agreement and a list, certified by AJG's registrar, of the names and addresses of each holder of AJG Rollover Shares and the number of AJG Rollover Shares held by each of them.

Transfer of assets and liabilities

2.18 On the AJG Scheme Effective Date, or as soon as practicable thereafter, the Company and the AJG Liquidators (in their personal capacity and on behalf of AJG) will enter into and implement the AJG Transfer Agreement (subject to such modifications as may be agreed between the parties thereto), whereby the AJG Liquidators will procure the transfer of the cash, undertaking and other assets of AJG comprising the AJG Rollover Pool to the Company (or its nominee) in consideration for the allotment of New Shares to the AJG Liquidators (as nominees for the Shareholders entitled to them), such shares to be renounced by the AJG Liquidators in favour of the holders of AJG Rollover Shares referred to in paragraphs 2.21 to 2.25 below.

2.19 The AJG Transfer Agreement provides that the assets to be transferred to the Company will be transferred with such rights and title as AJG may have in respect of the same or any part thereof subject to (and with the benefit of) all and any rights, restrictions, obligations, conditions and agreements affecting the same or any part thereof excluding any income, dividend, distribution, interest or other right or benefit on any investment marked "ex" the relevant income, dividend, distribution, interest or other right or benefit at or prior to the AJG Scheme Calculation Date (which shall be deemed to form part of the AJG Liquidation Pool). The AJG Transfer Agreement further provides that AJG, acting by the AJG Liquidators, insofar as they are reasonably able to do so by law or otherwise, will comply with all reasonable requests made by the Company (or its nominee) in respect of the cash, undertaking and other assets of AJG to be acquired and shall, in particular, account to the Company for all income, dividends, distributions, interest and other rights and benefits in respect of such cash, undertaking and other assets, received after the AJG Scheme Effective Date.

Distribution of the Cash Pool

2.20 Cash entitlements payable to the holders of AJG Cash Shares will be distributed by the AJG Liquidators, through AJG's registrar and pursuant to the AJG Scheme, in cash to each such holder who has elected for the AJG Cash Option in proportion to its respective holding of AJG Cash Shares and shall be equal to the Cash NAV per AJG Share multiplied by the number of AJG Cash Shares rounded down to the nearest penny.

Issue of New Shares

2.21 In consideration for the transfer of the AJG Rollover Pool to the Company in accordance with paragraphs 2.18 and 2.19 above, the New Shares will be issued to holders of AJG Rollover Shares on the basis that the number of such shares to which each such holder is entitled will be determined in accordance with the following formula (rounded down to the nearest whole number of New Shares):

$$\mathsf{NC} \times \frac{\mathsf{A}}{\mathsf{B}} = \mathsf{search\mathsf{S}} \ \mathsf{user\mathsf{N}} \text{ of } \mathsf{a} \ \mathsf{sharp\mathsf{N}}$$

where:

A is the AJG FAV per Share (as at the AJG Scheme Calculation Date);

B is the AJG Scheme Company FAV per Share (as at the AJG Scheme Calculation Date); and

C is the aggregate number of AJG Rollover Shares held by the relevant AJG Shareholder.

• 2.22 No value will be attributable to AJG Shares held in treasury by AJG. Fractions of New Shares will not be issued under the AJG Scheme and entitlements to such New Shares will be rounded down to the nearest whole number. Any assets representing a fraction of the entitlements of holders of AJG Rollover Shares and whose holding of New Shares is rounded down will be retained by the Company and represent an accretion to its assets.
• 2.23 The New Shares to be issued pursuant to paragraph 2.21 will be allotted, credited as fully paid, to the AJG Liquidators (as nominee for the holders of AJG Rollover Shares entitled thereto) as soon as practicable after the delivery to the Company (or its nominee) of the particulars referred to in paragraph 2.17 above, whereupon the AJG Liquidators will renounce the allotments of New Shares in favour of holders of AJG Rollover Shares entitled to them under the AJG Scheme. On such renunciation, the Company will issue the New Shares to the holders of AJG Rollover Shares entitled thereto. The Company will:
• 2.23.1 in the case of the New Shares issued in certificated form, arrange for the despatch of certificates for such shares issued under the AJG Scheme to the holders of AJG Rollover Shares entitled thereto at their respective addresses in AJG's register of members (and, in the case of joint holders, to the address of the first-named) or to such other person and address as may be specified by such persons in writing, in each case at the risk of the persons entitled thereto; and
• 2.23.2 in the case of the New Shares issued in uncertificated form, procure that Euroclear is instructed on the Business Day following the AJG Scheme Effective Date (or as soon as practicable thereafter) to credit the appropriate stock accounts in CREST of the holders of AJG Rollover Shares entitled thereto with their respective entitlements to New Shares issued under the AJG Scheme.
• 2.24 The Company will be entitled to assume that all information delivered to it in accordance with paragraph 2.23 above is correct and to utilise the same in procuring registration in the Company's register of members of the holders of the New Shares issued under the AJG Scheme.
• 2.25 The new Ordinary Shares issued pursuant to the AJG Scheme will rank pari passu with the existing Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the issue of the relevant new Ordinary Shares).

Application of AJG Liquidation Pool

On or following the AJG Scheme Effective Date, the AJG Liquidation Pool will be applied by AJG (acting by the AJG Liquidators) in discharging the liabilities of AJG. The remaining balance of the AJG Liquidation Pool, if any, will be distributed in cash by the AJG Liquidators pursuant to the AJG Scheme, to all AJG Shareholders (excluding Ordinary Shares held in treasury) (in each case being those AJG Shareholders on the AJG Scheme Effective Date in proportion to the respective holdings of AJG Shares on the AJG Scheme Effective Date) provided that if any such amount payable to any AJG Shareholder is less than £5.00, it will not be paid to AJG Shareholders but instead will be sent to charity. The AJG Liquidators will also be entitled to make interim payments to AJG Shareholders in proportion to their holdings of AJG Shares. The AJG Liquidators will only make such distribution if there is sufficient cash available and if the AJG Liquidators are of the view that it is cost effective to make an interim distribution.

AJG Forms of Election

2.26 For the purposes of the AJG Forms of Election, the provisions of which form part of the AJG Scheme:

• 2.26.1 if, on any AJG Form of Election, the total of an AJG Shareholder's AJG Scheme Election is greater than their actual holding as at the AJG Scheme Record Date, each AJG Scheme Election made by such AJG Shareholder on that AJG Form of Election will be decreased, so that the total of such AJG Scheme Election(s) shall equal their total holding and, in any such case, such decreased AJG Scheme Election(s) will be deemed to be the AJG Scheme Election(s) made by such AJG Shareholder on the AJG Form of Election for all purposes of the AJG Scheme;
• 2.26.2 if, on any AJG Form of Election, the total of an AJG Shareholder's AJG Scheme Elections is less than their actual holding as at the AJG Scheme Record Date, then for the balance of such AJG Shareholder's AJG Shares, that AJG Shareholder will be deemed to have elected for the AJG Rollover Option;
• 2.26.3 an AJG Shareholder who makes no AJG Scheme Election by the due date, or in respect of whom no AJG Form of Election has been duly and validly completed in accordance with the instructions therein, shall be deemed to have made an AJG Scheme Election for the AJG Rollover Option in respect of all of the AJG Shares held by him/her for all purposes of the AJG Scheme;
• 2.26.4 by signing and delivering an AJG Form of Election and in consideration of AJG agreeing to process the AJG Form of Election, an AJG Shareholder agrees that the AJG Scheme Election made on the AJG Form of Election will be irrevocable (other than with the consent of the AJG Directors) and, by such signature and delivery, such AJG Shareholder represents and warrants that his or her AJG Scheme Election is valid and binding and is made in accordance with all applicable legal requirements (including the requirements of any applicable jurisdiction outside the UK); and
• 2.26.5 any questions as to the extent (if any) to which AJG Scheme Elections will be met and as to the validity of any AJG Form of Election shall be at the discretion of the AJG Directors, whose determination shall be final.

Modifications

2.27 The provisions of the AJG Scheme will have effect subject to such non-material modifications or additions as the AJG Directors and the parties to the AJG Transfer Agreement may from time to time approve in writing.

Reliance on information

2.28 The Company, the Directors, the Investment Adviser, Quaero, AJG, the AJG Directors and the AJG Liquidators will be entitled to act and rely, without enquiry, on any information furnished or made available to them or any of them (as the case may be) in connection with the AJG Scheme and the AJG Transfer Agreement, including, for the avoidance of doubt, any certificate, opinion, advice, valuation, evidence or other information furnished or made available to them by the Company, the Directors (or any of them), the Investment Adviser, Quaero, AIRC, AJG, the AJG Directors (or any of them), or their respective other professional advisers, and no such person will be liable or responsible for any loss suffered as a result thereof by the Company, any Shareholder, AJG or any AJG Shareholder.

AJG Liquidators' liability

2.29 Nothing in the AJG Scheme or in any document executed under or in connection with the AJG Scheme will impose any personal liability on the AJG Liquidators or either of them save for any liability arising out of any negligence, fraud, bad faith, breach of duty or wilful default by the AJG Liquidators in the performance of their duties and this will, for the avoidance of doubt, exclude any such liability for any action taken by the AJG Liquidators in accordance with the AJG Scheme, the AJG Transfer Agreement or any act which the AJG Liquidators do or omit to do at the request of the Company.

Conditions

• 2.30 The AJG Scheme is conditional upon:
• 2.30.1 completion of the Migration;
• 2.30.2 the recommendation of the boards of the Company and AJG to proceed with the AJG Scheme, which may be withdrawn at any time (including, without limit, for material adverse change reasons);

A11.5.2.3(g)

• 2.30.3 the Share Allotment Authorities relating to the AJG Scheme being approved by Shareholders and not having been revoked or superseded;
• 2.30.4 the passing of the resolutions to be proposed at the AJG EGM or any adjournment of that meeting and upon any conditions of such resolutions being fulfilled; and
• 2.30.5 Admission occurring in respect of the New Shares to be issued pursuant to the AJG Scheme.
• 2.31 Any condition may, subject to compliance with legal requirements, be waived with the mutual agreement of each of the Company, the Investment Adviser and AJG at any time up to completion of the AJG Scheme.
• 2.32 In the event that any of the conditions in paragraph 2.30 fails to be satisfied), the AJG EGM will be adjourned indefinitely and the AJG Scheme will lapse.
• 2.33 Subject to paragraphs 2.30 and 2.35, the AJG Scheme will become effective on the date on which the special resolution for the winding-up of AJG to be proposed at the AJG EGM (or any adjournment thereof) is passed.
• 2.34 If it becomes effective, the AJG Scheme will be binding on all AJG Shareholders and on all persons claiming through or under them.
• 2.35 Unless the conditions set out in paragraph 2.30 have been satisfied or, to the extent permitted, waived by both the Company and AJG on or before 30 November 2023, the AJG Scheme will not become effective.

2.36 An application will be made to the Financial Conduct Authority for the listing of the AJG Rollover Shares and AJG Cash Shares to be suspended, subject to paragraphs 2.30.1 to 2.31 above, on a date and time to be announced following the publication of the AJG Circular and it is intended that, subject to paragraph 2.30, such listing will be cancelled with effect from or as soon as possible after the AJG Scheme Effective Date, or such other date as the AJG Liquidators will determine.

Overseas Shareholders and Sanctions Restricted Persons

• 2.37 Any New Shares allotted to the AJG Liquidators and which would otherwise be issued to an Overseas AJG Shareholder or a Sanctions Restricted Person pursuant to the AJG Scheme will instead be issued to the AJG Liquidators as nominees on behalf of such Overseas AJG Shareholder or Sanctions Restricted Person who will arrange for such shares to be sold promptly by a market maker (without regard to the personal circumstances of the relevant Overseas AJG Shareholder or Sanctions Restricted Person and the value of the AJG Shares held by the relevant Overseas AJG Shareholder or Sanctions Restricted Person), in circumstances in which the AJG Liquidators and/or the Company acting reasonably consider that, notwithstanding that Overseas AJG Shareholder's or Sanctions Restricted Person's entitlement to such New Shares under the AJG Scheme, any such issue of New Shares to that AJG Shareholder would or may involve a breach of the securities laws or regulations of any jurisdiction or if the AJG Liquidators and/or the Company reasonably believes that the same may violate any applicable legal or regulatory requirements or may require the Company to become subject to additional regulatory requirements (to which it would not be subject but for such issue) and the AJG Liquidators and/or the Company, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Overseas AJG Shareholder or Sanctions Restricted Person is permitted to hold New Shares under any relevant securities laws or regulation of such overseas jurisdictions (or that the Company would not be subject to any additional regulatory requirements to which it would not be subject but for such issue). The net proceeds of such sales (after deduction of any costs incurred in effecting such sales) will be paid (i) to the relevant Overseas AJG Shareholder entitled to them within 10 Business Days of the date of sale, save that entitlements of less than £5.00 per Overseas AJG Shareholder will be retained in the AJG Liquidation Pool; or (ii) in respect of any Sanctions Restricted Person, at the sole and absolute discretion of the AJG Liquidators and will be subject to applicable securities laws and regulations.
• 2.38 Any Eligible U.S. AJG Shareholder (or any persons acting for the account or benefit of such U.S. AJG Shareholder) receiving this Prospectus is requested to execute the AI/QP Investor Letter annexed to this Prospectus and return it to the Company by hard copy and email to the addresses indicated on the AI/QP Letter. U.S. AJG Shareholders who have any questions regarding the submission of the AI/QP Letter may call the Registrar at +44(0)370 703 6187. Please note that the Registrar cannot give any advice on how U.S. AJG Shareholders should complete the AI/QP Letter. Such persons are encouraged to seek their own advice should they have any questions regarding the completion of the AI/QP Letter.
• 2.39 The Company and AJG reserve the right, in their absolute discretion, to investigate in relation to U.S. AJG Shareholders, whether the representations and warranties set out in the AI/QP Investor Letter annexed to the Prospectus given by any U.S. AJG Shareholder are correct. Furthermore, If a U.S. AJG Shareholder does not execute and return the AI/QP Investor Letter and the Directors believe such person is an Ineligible U.S. AJG Shareholder, the Board reserves the right, in its absolute discretion, to require any New Shares to which such U.S. AJG Shareholder is entitled and would otherwise receive, to be issued to the AJG Liquidators as nominees for the relevant U.S. AJG Shareholders and sold by the AJG Liquidators in the market (which will be done by the AJG Liquidators without regard to the personal circumstances of the relevant U.S. AJG Shareholder) and the net proceeds of such sale (after deduction of any costs incurred in effecting such sale) will be paid to the relevant U.S. AJG Shareholder entitled to them within 10 Business Days of the date of sale, save that entitlements of less than £5.00 per Ineligible U.S. AJG Shareholder will be retained in the AJG Liquidation Pool.
• 2.40 Non-U.S. AJG Shareholders are deemed to represent to AJG and the Company that they are located outside of the United States and are not U.S. Persons (and are not acting for the account or benefit of a U.S. Person).

2.41 The provisions of this Scheme relating to non-U.S. Overseas AJG Shareholders may be waived, varied or modified as regards a specific AJG Shareholder or on a general basis by the Directors and the AJG Directors in their respective absolute discretions.

General

• 2.43 Any instructions for the payment of dividends on AJG Shares in force on the AJG Scheme Effective Date and lodged with AJG and/or AJG's registrar will, unless and until revoked by notice in writing to AJG's registrar, continue to apply in respect of distributions or allocations of, or the other application of, monies under the AJG Scheme or in respect of the issue of New Shares under the AJG Scheme.
• 2.44 AJG Shares which are held in treasury by AJG will not have any entitlements under the AJG Scheme.
• 2.45 The AJG Scheme will be governed by, and construed in accordance with, the laws of England and Wales.

3. Costs and Expenses of the AJG Scheme

Any stamp duty, SDRT or other transaction tax (or equivalent Japanese tax payable in connection with the transfer of Japanese securities), or investment costs incurred by the Company on the acquisition of the AJG Rollover Pool and listing fees in relation to the listing of the Ordinary Shares will be borne by the Enlarged Company. If the AJG Scheme does not proceed on the terms agreed or the required conditions are not satisfied, then the Company and AJG will bear their own costs. The Company's costs in connection with the AJG Scheme are estimated at approximately £470,000. The Investment Adviser has agreed to pay for AJG's costs to implement the AJG Scheme up to a cap of £800,000.

Each party will bear their own costs in the event that the AJG Scheme is aborted.

4. Admission and Dealings

Subject to completion of the Migration, application will be made to the FCA and to the London Stock Exchange for the Ordinary Shares issued under the AJG Scheme to be admitted to the Official List and to trading on the Main Market. Subject to Shareholder approval of the New Investment Policy at the NAVF General Meeting, it is expected that the Migration will complete on 21 September 2023. The timetable for implementation of the AJG Scheme (including the date of the proposed Admission and commencement of dealings in the New Shares to be issued pursuant to the AJG Scheme) will be announced by way of an RIS announcement following the publication of the AJG Circular.

The Ordinary Shares issued pursuant to the AJG Scheme will be in registered form. Temporary documents of title will not be issued. The ISIN of the Ordinary Shares is GB00BKLGLS10.

Fractional entitlement to Ordinary Shares pursuant to the AJG Scheme will not be issued and entitlements will be rounded down to the nearest whole number. No cash payments will be made or returned in respect of any fractional entitlements which will be retained.

A11.9.1

5. Dilution of the Company's Shareholders

Only certain AJG Shareholders are eligible to participate in the AJG Scheme. Existing Company Shareholders (who are not also eligible AJG Shareholders) are not able to participate in the AJG Scheme and will suffer a dilution to the percentage of the issued share capital that their current holding represents based on an actual number of New Shares issued. For the avoidance of doubt, NAV per Ordinary Share will not be altered as a direct consequence of the AJG Scheme becoming effective.

For illustrative purposes only, had the AJG Scheme Calculation Date been 5.00 p.m. on 30 August 2023 (being the latest practicable date prior to the publication of this Prospectus), assuming that the AJIT Scheme had not become unconditional at that time, that Company costs in connection with the AJG Scheme were £462,942, that AJG costs in connection with the AJG Scheme were £699,935 and that:

(a) the maximum amount is elected for the AJG Cash Option, the conversion ratio would have been 1.28 and in aggregate 38,987,891 New Shares would have been issued to AJG Shareholders under the AJG Scheme, representing approximately 25.65 per cent. of the issued ordinary share capital of the Enlarged Company, Existing Shareholders would have suffered a dilution of approximately 25.65 per cent. to their existing percentage holdings; or

(b) all AJG Shareholders had elected to receive New Shares, the conversion ratio would have been 1.27 and in aggregate 51,725,204 New Shares would have been issued to AJG Shareholders under the AJG Scheme, representing approximately 31.40 per cent. of the issued ordinary share capital of the Enlarged Company, Existing Shareholders would have suffered a dilution of approximately 31.40 per cent. to their existing percentage holdings.

6. Overseas AJG Shareholders

Overseas AJG Shareholders will not receive a copy of the Prospectus unless they have satisfied the Directors and the AJG Directors that they are entitled to receive and hold Ordinary Shares without breaching any relevant securities laws and without the need for compliance on the part of the Company or AJG with any overseas laws, regulations, filing requirements or the equivalent.

No action has been taken or will be taken in any jurisdiction other than in the UK where action is required to be taken to permit the distribution of the Prospectus. Accordingly, such documents may not be used for the purposes of, and do not constitute, an offer or solicitation by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.

It is the responsibility of AJG Shareholders with registered addresses outside of the UK to satisfy themselves as to the observance of the laws of the relevant jurisdiction in connection with the AJG Scheme, including obtaining any governmental or exchange control or other consents which may be required, the compliance with any other necessary formalities which need to be observed and the payment of any issue, transfer or other taxes or duties due in such jurisdiction. AJG Shareholders who are subject to taxation outside the UK should consult their independent financial adviser as soon as possible.

Overseas AJG Shareholders who wish to receive Ordinary Shares under the AJG Scheme should contact AJG directly if they are able to demonstrate, to the satisfaction of the AJG Directors and/or the AJG Liquidators and the Directors, that they can be issued Ordinary Shares without breaching any relevant securities laws. Unless the AJG Directors and/or AJG Liquidators and the Directors are so satisfied (in their respective absolute discretions), to the extent that an Overseas AJG Shareholder would otherwise receive Ordinary Shares under the AJG Scheme, either because no election for the AJG Cash Option was made or because an AJG Excess Application for the AJG Cash Option is scaled back in accordance with the AJG Scheme, such Ordinary Shares will instead be issued to the AJG Liquidators as nominees on behalf of such Overseas AJG Shareholder who will arrange for such shares to be sold promptly by a market maker. The net proceeds of such sales (after deduction of any costs incurred in effecting such sales) will be paid to the relevant Overseas AJG Shareholders entitled to them within 10 Business Days of the date of sale, save that entitlements of less than £5.00 per Overseas AJG Shareholder will be retained by the Company for its own account.

The provisions of the AJG Scheme relating to Overseas AJG Shareholders may be waived, varied or modified as regards a specific AJG Shareholder or on a general basis by the Directors and the AJG Directors in their respective absolute discretions.

PART 13

PLACING PROGRAMME

A11.4.1

A11.3.4

1. Introduction

The Directors intend to implement the Placing Programme to enable the Company to raise additional capital in the period from 1 September 2023 to 30 August 2024. The Company has made arrangements under which the Board has discretion to issue Ordinary and/or C Shares, provided that such number of Ordinary Shares and C Shares to be issued pursuant to the Placing Programme may not exceed 250 million Shares in aggregate. The Placing Programme is intended to be flexible and may have a number of closing dates in order to provide the Company with the ability to issue Ordinary Shares and/or C Shares over a period of time. The Placing Programme is intended to satisfy market demand for New Shares and to raise further money for investment in accordance with the Investment Policy.

2. Prospectus-exempt retail offers

The Directors intend to preserve the ability of retail investors to participate in future issues of Shares by the Company. The Company, therefore, expects, where market conditions allow, to periodically conduct offers of Shares which are generally available to retail investors in the United Kingdom, whether through an offer for subscription, intermediaries offer, or other means, but in any event where such offer does not cause the Company to be required to publish a further prospectus in accordance with the Prospectus Regulation Rules ("Retail Offers"). Such Retail Offers may coincide with issues of New Shares pursuant to the Placing Programme. Details of any Retail Offer, including the terms and conditions of such Retail Offer, will be announced by the Company through a Regulatory Information Service.

3. Background to and reasons for the Placing Programme

The Company will have the flexibility to issue further Ordinary Shares or C Shares on a non-pre-emptive basis where there appears to be reasonable demand for Ordinary Shares in the market if, for example, the Ordinary Shares trade at a premium to their Net Asset Value per Ordinary Share. In addition, any Ordinary Shares issued under the Placing Programme will be issued at a price not less than the last published cum income Net Asset Value per Ordinary Share, as determined by the Directors. An issue of new Ordinary Shares under the Placing Programme may be used by the Company to reduce any premium over NAV at which its Shares may be trading.

The Placing Programme is flexible in that it may have a number of closing dates in order to provide the Company with the ability to raise capital over a period of time, enabling the Company to take advantage of investment opportunities as they arise in the future, mitigating the risk of cash drag.

The Board may look to issue C Shares rather than new Ordinary Shares in circumstances where there is substantial investor demand such that an issue of new Ordinary Shares would have the potential to exert "cash drag" on the performance of the existing Ordinary Shares. The assets representing the net proceeds of an issue of C Shares would be accounted for as a separate pool, and the C Shares would bear a proportionate share of the Company's costs and expenses, until such pool is substantially invested in accordance with the Investment Policy, following which the C Shares would be converted into Ordinary Shares based on the respective NAV per Ordinary Share and NAV per C Share.

For the purposes of assessing the conversion date of an issue of C Shares into Ordinary Shares, a separate pool underlying an issue of C Shares will be deemed to have been substantially invested when at least 90 per cent. (or such other percentage as the Directors determine) of the pool has been invested.

The C Shares will carry voting rights at general meetings of the Company. The detailed terms of the C Shares are set out in paragraph 3.19 of Part 15 (General Information) of this Prospectus.

In utilising its discretion under the Placing Programme and in seeking such authority, the Directors intend to take into account relevant factors, including the desirability of limiting the premium to Net Asset Value at which the Ordinary Shares trade in order to ensure that Shareholders and new investors who acquire Ordinary Shares are not disadvantaged by being required to acquire additional Ordinary Shares at a high premium to NAV per Ordinary Share.

4. Benefits of the Placing Programme

The Directors believe that the issue of Ordinary Shares or C Shares pursuant to the Placing Programme will have the following benefits:

• (a) it should enable the Company to take advantage of investment opportunities as they arise in the future, mitigating the risk of cash drag;
• (b) it will enable the Company to raise additional capital quickly, in order to take advantage of pipeline investment opportunities or follow-on investments;
• (c) the market capitalisation of the Company will increase, and secondary market liquidity of the Ordinary Shares is expected to be improved;
• (d) additional acquisitions will further grow and diversify the Company's portfolio;
• (e) the Company's competitive position will be increased by it becoming a larger market participant and through growth in its portfolio; and
• (f) the Company's fixed running costs will be spread across a larger equity capital base, thereby further reducing the Company's ongoing charges ratio.

5. Use of proceeds

The proceeds of each Placing (net of costs) will be invested by the Company in accordance with the Investment Policy. Any Placings under the Placing Programme are not conditional on completion of the Migration. If the Migration is not completed for any reason, the proceeds of any Placings will be invested in accordance with the existing Investment Policy.

A11.9.1

A11.5.1.6

6. Voting dilution

Assuming that 65 million new Ordinary Shares are issued pursuant to the AJIT Scheme, 65 million new Ordinary Shares are issued pursuant to the AJG Scheme and, subsequently to the Schemes, 250 million new Ordinary Shares or C Shares are issued pursuant to the Placing Programme, a Shareholder holding one per cent. of the Shares following the Schemes and not participating in the Placing Programme would suffer a dilution of 77.08 per cent. in their voting control of the Company after the completion of the Placing Programme. The voting rights may be further diluted on conversion of any C Shares depending on the applicable conversion ratio. However, because no Ordinary Shares will be issued at a discount to prevailing NAV, and the Company intends new Ordinary Shares are issued at a premium to the last published cum income NAV per Ordinary Share, there will be no dilution in the NAV per Ordinary Share as a result of any subsequent issue under the Placing Programme.

7. The Placing Programme

The Placing Programme will open on 1 September 2023 and will close on 30 August 2024. The maximum number of new Ordinary Shares and/or C Shares to be issued pursuant to the Placing Programme will be equal in aggregate to 250 million Shares. Details of the minimum and/or maximum amounts of application (if any) for a Placing will be announced by the Company through a Regulatory Information Service at the time of the launch of the relevant Placing. No new Ordinary Shares will be issued at a discount to the Net Asset Value per ordinary Share at the time of the relevant allotment. The Company will not issue any new Ordinary Shares at a discount of 10 per cent. or more to the middle market price of the Ordinary Share at the relevant time without further Shareholder approval.

The Issue of new Ordinary Shares or C Shares under the Placing Programme is at the discretion of the Directors. Placings may take place at any time prior to the closing date of the Placing Programme. An announcement of each issue under the Placing Programme will be released through an RIS. Whilst it is expected that all new Ordinary Shares and C Shares (as applicable) issued pursuant to the Placing Programme will be issued in uncertificated form, if any new Ordinary Shares or C Shares are issued in certificated form it is expected that share certificates will be despatched within 10 Business Days after the relevant issue date.

Payment for any Shares issued under the Placing Programme should be made in accordance with settlement instructions provided to Placees by Shore Capital or Berenberg.

A11.5.1.8

A11.5.2.2

The Placing Programme is not being underwritten and, as at the date of this Prospectus, the actual number of new Ordinary Shares and/or C Shares to be issued under the Placing Programme is not known. The number of new Ordinary Shares and/or C Shares available under the Placing Programme should not be taken as an indication of the number of new Ordinary Shares and/or C Shares finally to be issued.

So far as the Directors are aware as at the date of this Prospectus, no major Shareholders or Directors intend to make a commitment for new Ordinary Shares or C Shares under the Placing Programme.

Subject to completion of the Migration, applications will be made to the FCA for the New Shares to be issued from time to time pursuant to the Placing Programme to be admitted to the Official List and to the London Stock Exchange for such shares to be admitted to trading on the premium segment of the Main Market. Any Placings under the Placing Programme are not conditional on completion of the Migration. If the Migration is not completed for any reason, the proceeds of any Placings under the Placing Programme will be invested in accordance with the existing Investment Policy and application will be made for the New Shares to be issued from time to time pursuant to the Placing Programme to be admitted to trading on the Specialist Fund Segment. This Prospectus has been published in order that Admission may occur in respect of any such New Shares. This will include any Ordinary Shares issued under the Directors' existing authority to issue Ordinary Shares and/or C Shares on a non-pre-emptive basis after the date of this Prospectus. Should the Board wish to issue new Ordinary Shares or C Shares in excess of the amount for which it is then authorised to issue, further authorities may be sought at an appropriate time by convening a general meeting for this purpose.

The new Ordinary Shares issued pursuant to the Placing Programme will rank pari passu with the existing Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the issue of the relevant new Ordinary Shares).

If C Shares are issued pursuant to the Placing Programme, those C Shares:

• (a) will not be entitled to any dividends payable in respect of the Ordinary Shares but on their conversion into new Ordinary Shares they will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the conversion of the C Shares); and
• (b) will be entitled to any dividends payable in respect of the pool of assets attributable to the relevant C Shares. It is intended that dividends will be declared on the C Shares only in the event that there is material net income available for distribution to the C Shares, but the level of dividends (if any) declared on the C Shares will depend on the actual timing and terms of the deployment of the relevant C Share issue proceeds. In the event that any net income attributable to the C Shares is not distributed as dividend, such net income will be included in the value of the C Shares when calculating their entitlement for new Ordinary Shares upon their conversion.

There is no maximum number of tranches of C Shares that may be issued pursuant to the Placing Programme, but the Company will not issue any C Shares under the Placing Programme until such time as any previous tranche of C Shares (including the C Shares to be issued pursuant to the Placing Programme) have been converted to Ordinary Shares in accordance with the Articles. There will therefore be a maximum of one tranche of C Shares in issue at any one time.

The Placing Programme will be suspended at any time when the Company is unable to issue new Ordinary Shares and/or C Shares pursuant to the Placing Programme under any statutory provision or other regulation applicable to the Company or otherwise at the Directors' discretion.

In the event that there is any significant new factor, material mistake or material inaccuracy affecting any of the matters described in this Prospectus after the publication of this Prospectus and prior to the termination of the Placing Programme, the Company will publish a supplementary prospectus. Any supplementary prospectus published by the Company will give details of the significant new factor, material mistake or material inaccuracy.

8. Conditions

Each allotment and issue of Ordinary Shares and/or C Shares under the Placing Programme, is conditional, among other things, on:

• (a) the Share Allotment Authorities relating to the Placing Programme being approved by Shareholders and not having been revoked or superseded;
• (b) in the case of new Ordinary Shares, the Placing Programme Price being determined by the Directors as described below;
• (c) Admission of the new Ordinary Shares or C Shares being issued pursuant to such issue;
• (d) the Sponsor and Placing Agreement becoming otherwise unconditional in respect of the relevant Placing of new Ordinary Shares and/or C Shares in all respects and not having been terminated on or before the date of such Admission; and
• (e) a valid supplementary prospectus being published by the Company, if such is required by the UK Prospectus Regulation.

In circumstances where these conditions are not fully met, the relevant issue of new Ordinary Shares or C Shares pursuant to the Placing Programme will not take place.

The Sponsor and Placing Agreement also contains provisions entitling Shore Capital and Berenberg to terminate any Placing (and the arrangements associated with them) at any time prior to the relevant Admission in certain circumstances. If this right is exercised, the relevant Placing will lapse and any monies received in respect of the Placing will be returned to applicants without interest.

A11.5.1.4

A11.5.1.1 A11.5.2.3(g)

9. Subscriber warranties

Each subscriber of New Shares pursuant to the Placing Programme will be deemed to have represented, warranted, acknowledged and agreed to the representations, warranties, acknowledgments and agreements set out in Part 17 (Terms and conditions of Application under a Placing pursuant to the Placing Programme) of this Prospectus.

The Company, the AIFM, Shore Capital, Berenberg and their respective directors, officers, members, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.

If any of the representations, warranties, acknowledgments or agreements made by the investor are no longer accurate or have not been complied with, the investor will immediately notify the Company.

10. Settlement

Payment for Ordinary Shares issued by way of a Placing will be made through CREST or through Berenberg or Shore Capital, in any such case in accordance with settlement instructions to be notified to Placees by Berenberg or Shore Capital. In the case of those subscribers not using CREST, monies received by Berenberg or Shore Capital will be held in a segregated client account pending settlement. Ordinary Shares to be issued by way of a Placing will, subject to the Company's decision to proceed with a Placing under the Placing Programme at any given time, be issued to Berenberg or Shore Capital (or to Placees secured by Berenberg or Shore Capital) at the applicable Placing Programme Price. Where Berenberg or Shore Capital is the Placee, it may trade the Ordinary Shares in the secondary market. Each Placing will be made on and subject to the terms and conditions set out in Part 17 (Terms and conditions of Application under a Placing pursuant to the Placing Programme) to this Prospectus.

11. Programme Admission and Dealings

There will be no conditional dealings in Shares prior to each Placing.

The ISIN for the Ordinary Shares to be admitted to trading in connection with the Placing Programme is GB00BKLGLS10 and the SEDOL is BKLG1S1.

The ISIN and SEDOL for any tranches of C Shares to be issued by the Company under the Placing Programme will be published by the Company at the appropriate time.

The Company does not guarantee that at any particular time market maker(s) will be willing to make a market in the Shares nor does it guarantee the price at which a market will be made in the Shares. Accordingly, the dealing price of the Shares may not necessarily reflect changes in the Net Asset Value per Ordinary Share or C Share (as applicable).

The Shares are in registered form and can also be held in uncertificated form. Prior to the despatch of definitive share certificates in respect of any Shares which are held in certificated form, transfers of those Shares will be certified against the register of members of the Company. No temporary documents of title will be issued.

12. Pricing and costs of the Placing Programme

The Company is targeting the issue of up to 250 million New Shares under the Placing Programme. All Shares issued pursuant to the Placing Programme will be paid up to the relevant Placing Programme Price.

The Placing Programme Price of the new Ordinary Shares will be calculated by reference to the last published cum income Net Asset Value of each existing Ordinary Share together with a premium intended to at least cover the costs and expenses of the placing pursuant to the Placing Programme (including, without limitation, any placing commissions). The Placing Programme Price for Ordinary Shares issued pursuant to the Placing Programme will be at a premium to the prevailing NAV at the time of determination of the Placing Programme Price which, over the course of the Placing and the Placing Programme, is intended to cover the fixed costs of the Placing Programme. The final Placing Programme Price is to be determined by the Board at its discretion and will be announced via an RIS prior to an Admission in connection with the Placing Programme. It is expected that the costs of the Placing Programme will be recovered through the Placing Programme Price, although the recovery of all or any part of the costs cannot be guaranteed.

The total costs and expenses of any Placing of C Shares under the Placing Programme will be borne out of the gross proceeds of such Placing.

Fractions of new Ordinary Shares or C Shares will not be issued.

The net proceeds of the Placing Programme is dependent on the number of new Ordinary Shares and/or C Shares issued pursuant to the Placing Programme and the applicable Placing Programme Price of any new Ordinary Shares issued.

Where new Ordinary Shares or C Shares are issued, the total assets of the Company (before direct issue costs) will increase by that number of new Ordinary Shares or C Shares issued multiplied by the applicable Placing Programme Price. It is not expected that there will be any material impact on the earnings and Net Asset Value per Ordinary Share, as the net proceeds resulting from any issue under the Placing Programme are expected to be invested in investments consistent with the investment objective and Investment Policy of the Company and the Placing Programme Price of the new Ordinary Shares is expected to represent a modest premium to the then prevailing Net Asset Value per Ordinary Share, whilst the total costs and expenses of any Placing of C Shares under the Placing Programme will be borne out of the gross proceeds of such Placing.

13. Scaling back

The Directors will be authorised to issue up to 250 million Ordinary Shares or C Shares pursuant to the Placing Programme. To the extent that aggregate demand exceeds the maximum amount stated to be available in respect of any particular Placing, applications under that Placing will be scaled back on such basis as Shore Capital and Berenberg may determine (in consultation with the Company). The Company reserves the right to decline in whole or in part any application for New Shares pursuant to a Placing under the Placing Programme. Accordingly, applicants for New Shares may, in certain circumstances, not be allotted the number of New Shares for which they have applied.

A11.5.1.5

To the extent that the subscription monies received by the Company in relation to any application for New Shares through a Placing exceed the aggregate value, at the Placing Price, the Company will notify investors of the number of New Shares in respect of which their application has been successful and the balance of the subscription monies of such sum will be returned as soon as reasonably practicable without interest by crossed cheque in favour of the first named applicant, sent by post to, and at the risk of the applicant concerned.

14. Money laundering

Pursuant to anti-money laundering laws and regulations with which the Company must comply in the United Kingdom, the Company and its agents, the AIFM, the Administrator, the Registrar, the Receiving Agent, Rising Sun, Shore Capital or Berenberg may require evidence of the identity of each investor in connection with any application for New Shares, including further identification of the applicant(s) before any New Shares are issued.

Each of the Company and its agents, including the AIFM, the Administrator, the Registrar, the Receiving Agent, Rising Sun, Shore Capital and Berenberg reserves the right to request such information as is necessary to verify the identity of a Shareholder or prospective Shareholder and (if any) the underlying beneficial owner or prospective beneficial owner of a Shareholder's New Shares. In the event of delay or failure by the Shareholder or prospective Shareholder to produce any information required for verification purposes, the Directors, in consultation with the Company's agents, including the AIFM, the Administrator, the Registrar, the Receiving Agent, Shore Capital and Berenberg may refuse to accept a subscription for New Shares.

15. US purchase and transfer restrictions

This Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, New Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, Rising Sun, Shore Capital or Berenberg.

The Company has elected to impose the restrictions described below on the issue and on the future trading of the New Shares so that the Company will not be required to register the offer and sale of the New Shares under the Securities Act, and so that the Company will not have an obligation to register as an investment company under the Investment Company Act and related rules and to address certain ERISA, Tax Code, FATCA and other considerations. These transfer restrictions, which will remain in effect until the Company determines in its sole discretion to remove them, may adversely affect the ability of holders of the New Shares to trade such securities. Due to the restrictions described below, potential investors in the United States and U.S. Persons are advised to consult legal counsel prior to making any offer, resale, exercise, pledge or other transfer of the New Shares. The Company and its agents will not be obligated to recognise any resale or other transfer of the New Shares made other than in compliance with the restrictions described below.

16. Restrictions due to lack of registration under the Securities Act and Investment Company Act restrictions

The New Shares to be issued pursuant to the Placing Programme ("Placing Programme Shares") have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons. There will be no public offer of the Placing Programme Shares in the United States. The Placing Programme Shares will be offered and sold solely (i) outside the United States to persons who are not U.S. Persons in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act; and (ii) within the United States to, or to U.S. Persons that are, both QIBs and QPs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Moreover, the Company has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of the Investment Company Act. The New Shares and any beneficial interests therein may only be transferred in an offshore transaction in accordance with Regulation S under the Securities Act (i) to a person outside the United States and not known by the transferor to be a U.S. Person, by pre-arrangement or otherwise; or (ii) to the Company or a subsidiary thereof.

17. General

Subject to any right of withdrawal pursuant to Article 23(2) of the UK Prospectus Regulation, in the event of the publication of a supplementary prospectus, applicants for New Shares under the Placing Programme may not withdraw their applications for New Shares.

A11.5.1.7

PART 14

A11.4.11

A11.4.11

UNITED KINGDOM AND JAPANESE TAXATION

The information below is a general, non-exhaustive guide based on current United Kingdom ("UK") and Japanese tax law and HMRC published practice, both of which are subject to change. It does not constitute legal or tax advice.

It summarises the UK and Japanese tax position of the Company and of Shareholders who are UK resident (except where indicated) and hold Shares as investments and who are not subject to special UK tax treatment by virtue of their status. Prospective investors who are in any doubt about their tax position are recommended to take professional advice.

The tax legislation of an investor's home country and of the UK (being the Company's country of incorporation) may have an impact on the income received from the Shares (if any).

The comments apply only to Shareholders who are the beneficial owners of their Shares.

1. The Company

UK

The Company has obtained from HMRC approval as an investment trust pursuant to section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. It is the intention of the Directors to continue to conduct the Company's affairs so that it qualifies to receive approval as an investment trust and continues to be so approved. Neither Rising Sun nor the Directors can guarantee that this approval will be granted or maintained. The following comments are made on the basis that the Company is approved as an investment trust and that the approval is maintained.

As an investment trust the Company should generally be exempt from UK tax on chargeable gains realised on the disposal of investments, including interest-paying securities and derivatives, held within it.

Dividends from UK and non-UK companies should generally be exempt from UK tax in the hands of the Company (although not necessarily from withholding tax imposed by other jurisdictions) because there are various exemptions from UK tax on dividends which are available for UK companies, including those which are not investment trusts.

Other (non-dividend) income received by the Company should, after deduction of allowable management fees and any other allowable costs, generally be subject to UK corporation tax currently at 25 per cent.

However, to the extent that the Company receives qualifying interest income, then, as an investment trust, it should have the option of designating dividends paid by it as interest distributions. Insofar as the Company pays interest distributions it should generally be able to deduct that amount from its income in calculating its profit for corporation income tax purposes.

Japan

Neither the Company nor Rising Sun have sought a ruling from the Japanese tax authorities regarding any taxation matter summarized below.

The Japanese taxation matters discussed below are based on investments by the Company as contemplated herein.

Income or gains from the Company's underlying investments in Japan, anticipated to be primarily in the form of dividends and interest from Japanese companies (that is, companies which have their head or main offices in Japan) and capital gains from the disposal of shares in Japanese companies, may be subject to withholding taxes or other taxes, as summarized below.

UK – Japan Tax Treaty

The Company should be treated as a foreign corporation for Japanese tax purposes and treated as directly investing in the underlying Japanese share investments.

Under the Convention between the United Kingdom of Great Britain and Northern Ireland and Japan for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and on Capital Gains ("UK-Japan Tax Treaty"), a "resident" of the UK is any person who, under the law of the UK, is liable to tax in the UK by reason of its domicile, residence, place of head or main office, place of management, place of incorporation or any other criterion of a similar nature. In order to be entitled to certain benefits which are granted by the provisions of the UK-Japan Tax Treaty on dividends, interest, royalties, capital gains and certain other categories of income, a resident of the UK must be a "qualified person" or satisfy certain other requirements under the UK-Japan Tax Treaty. If the principal class of shares of a company is listed, registered or admitted to dealing on (and is regularly traded on) a "recognised stock exchange", it should be treated as a qualified person for these purposes.

The Company expects to be treated as both a resident of the UK and a qualified person for the above purposes under the UK-Japan Tax Treaty.

Dividends

The Company will be subject to withholding tax on dividends from Japanese companies. Under Japanese domestic law, the withholding tax rates on dividends from listed companies is 15.315 per cent. (inclusive of income surtax) and from private companies is 20.42 per cent. (inclusive of income surtax).

For a foreign corporation without a permanent establishment in Japan, this withholding tax is a final tax.

Under the UK-Japan Tax Treaty, the withholding tax on portfolio dividends can be reduced to 10 per cent., and further, exempt if the Company owns (directly or indirectly) at least 10 per cent. of the voting power of the Japanese company paying the dividends for the period of six months ending on the date on which entitlement to the dividends is determined. To qualify for this relief, the Company must not have any permanent establishment in Japan (except in the case that the holding of relevant shares is not effectively connected with such permanent establishment) and must be the beneficial owner of the dividend. It will also be required to fulfil certain conditions and duly file application forms with the Japanese tax authorities when claiming this relief by the day preceding the day when the payment is made.

Interest distributions

The Company will be subject to withholding tax on interest from Japanese companies. The withholding tax rate on interest from bonds is generally 15.315 per cent. (inclusive of income surtax), unless a domestic exemption applies (for example, for certain government and corporate bond interest), whereas, the withholding tax rate on loan interest is 20.42 per cent. (inclusive of income surtax).

For a foreign corporation without a permanent establishment in Japan, this withholding tax is a final tax.

Nevertheless, any withholding tax on interest may be exempt under the UK-Japan Tax Treaty (except for certain interest that is determined by reference to sales or profits of the debtor or to any dividend made by the debtor and so on, to which 10 per cent. withholding tax will be applicable). To qualify for this exemption, the Company must not have any permanent establishment in Japan (except in the case that the relevant debt-claim is not effectively connected with such permanent establishment) and must be the beneficial owner of the interest. It will also be required to fulfil certain conditions and duly file application forms with the Japanese tax authorities when claiming this relief by the day preceding the day when the payment is made.

Capital Gains or Sale of Shares to a Third Party

In general, a foreign corporation without a permanent establishment in Japan is not subject to Japanese taxation on the sale of shares (other than to Japanese companies which issued the relevant shares, which is discussed below) except in the following cases (a) to (c) below. Where any of the rules described in (a) to (c) are triggered, a filing obligation will arise for the Company in Japan. The tax rate generally applicable for corporate investors (such as the Company) is approximately 25.59 per cent. (effective from fiscal years beginning on or after 1 October 2019) and where the tax is due by filing national tax returns within two months following the fiscal year of the Company in which the gain arose.

(a) 25/5 Rule

If the Company (together with special related persons) sells five per cent. or more of the shares in a Japanese company (that is, a company which has its head or main office in Japan) in any fiscal year and, at any time during the fiscal year of sale or two prior years, owns or has owned (together with special related persons) 25 per cent. or more of the shares in such Japanese company, then the gain is subject to corporation income tax even if the Company does not have a permanent establishment in Japan ("25/5 Rule").

(b) Real Estate Holding Company Rule

If the Company (together with special related persons) owns more than five per cent. of the shares in a real estate holding company (broadly, a company, Japanese or not, whose gross assets consist, in fair market value, 50 per cent. or more of real estate assets in Japan or shares in other real estate holding companies any time during the 365-day period prior to the date of sale), then any gain on the sale of all or part of those shares is subject to corporation income tax even if the Company does not have a permanent establishment in Japan. If the real estate holding company is privately held (i.e., not listed), the aforementioned five per cent. threshold is reduced to 2 per cent.

(c) Improper Market Manipulation

If the Company engages in improper market manipulation, such as greenmail, then the gains from such market manipulation may be subject to corporation income tax in Japan.

Any capital gains made by the Company should be exempt from the Japanese corporation income tax under the UK-Japan Tax Treaty, subject to the treaty requirements and tax filing, unless the capital gain is derived from the transfer of shares where the shares or the interest derive at least 50 per cent. of their value directly or indirectly from immovable property situated in Japan, in which case the domestic assessing rules as stated in (b) can apply. The UK-Japan Tax Treaty overrides the domestic assessing rules as stated in (a) and (c) above.

Sale of Shares to Issuing Japanese Companies

As to the Company's sale of shares to the Japanese companies which issued the relevant shares, if the relevant shares are not listed or if the shares are listed but the sale takes place not on the stock exchange nor over the counter directly between the Company and the issuing Japanese companies, the taxation is different from a usual sale to a third party. Specifically, proceeds arising from such sale will be treated in a twofold manner; namely, some part will be treated as a constructive dividend, and the other part as a capital gain. The former part, being a constructive dividend, will be subject to withholding tax in the same manner as ordinary dividends as described above, and the latter will be treated as capital gain as described above.

Permanent Establishment

The determination of whether the Company is considered to have a permanent establishment in Japan is based on the relevant facts and circumstances. For instance, if a person other than an agent of an independent status is acting on behalf of the Company, habitually exercises an authority to conclude contracts on behalf of the Company in Japan, the Company will be deemed to have permanent establishment in Japan. The Company intends to conduct its affairs with respect to Japan in such a way as to avoid being deemed or treated to have a permanent establishment in Japan. There can be no assurance, however, that the Japanese tax authorities will not seek to assert that the Company has a permanent establishment in Japan or that such an assertion will not be upheld.

If the Company were to have a permanent establishment in Japan, income of the Company, as well as any other income allocable to such permanent establishment under domestic attribution rules or as determined under an attribution clause in the UK-Japan Tax Treaty, would likely be subject to tax at full Japanese tax rates. In such case, the effective Japanese tax rates at which such income would be subject to corporation income tax would be approximately 30 per cent. (if the Company has a paid-up capital of over Yen 100 million).

2. Shareholders

All distributions are paid without deduction on account of any UK tax and without any notional tax credit attached. Shareholders in the UK and other countries may be liable to account for tax to the tax authority in their country of residence. The following comments refer only to the UK tax liabilities of UK resident Shareholders and to UK withholding tax.

Dividends

Individual UK resident Shareholders are entitled to an annual dividend allowance (currently £1,000). For dividends received in excess of the allowance the income tax rates are currently 7.5 per cent. for dividend income within the basic rate tax band, 33.75 per cent. for dividend income within the higher rate tax band and 39.35 per cent. for dividend income taxable in the additional rate tax band.

UK-resident company Shareholders should normally be able to take advantage of one of a number of exemptions from corporation tax on dividends received from the Company.

The UK does not levy withholding tax on dividends (whether the payment is to UK-resident or non-UK resident shareholders).

Interest Distributions

Generally, if the Company pays interest distributions (i.e. dividends paid by the Company out of interest income it has received which have been designated interest distributions) then individual UK Shareholders should treat those distributions as interest received without any tax deducted. Individuals may be entitled to an annual savings allowance on interest depending on their highest marginal tax rate. (The allowance is currently £1,000 per year for basic and nil rate taxpayers, £500 per year for higher rate taxpayers and nil for additional rate taxpayers.) For interest and interest distributions received in excess of the savings allowance the income tax rates are currently 20 per cent. (basic rate), 40 per cent. (higher rate), and 45 per cent. (additional rate).

A UK resident company Shareholder should treat an interest distribution received from the Company for corporation tax purposes as if it were interest on a creditor loan relationship.

Non-UK resident Shareholders should not be subject to any UK withholding tax on interest distributions. Non-UK residents Shareholders may be taxed differently in their own jurisdiction, including if the distributions are treated as dividends. Non-UK resident Shareholders should confirm the position in their own jurisdiction.

Tax on Chargeable Gains

A disposal of Shares by a Shareholder may give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of capital gains, depending on the Shareholder's circumstances and subject to any available exemption or relief.

Individual UK resident Shareholders with chargeable gains in excess of their annual allowance (£6,000 in tax year 2023-24) may be liable to capital gains tax on any chargeable gains realised on the disposal of Shares at 10 per cent. (for a gain falling within the basic rate tax band) or 20 per cent. (for a gain falling within the higher or additional rate tax bands).

For UK resident company Shareholders any chargeable gains on the disposal of Shares should be within the charge to corporation tax. It may be possible to set allowable losses against chargeable gains in the same or a later period.

ISAs and SIPPs

The Company has obtained approval as an investment trust from HMRC for the purposes of section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. On this basis, and on the basis that the Company continues to satisfy the conditions for approval as an investment trust, the Shares should be eligible for inclusion in a stocks and shares individual savings account ("ISA"). The Shares should also be eligible for inclusion in a self-invested personal pension ("SIPP").

Stamp Duty and Stamp Duty Reserve Tax ("SDRT")

The following comments are intended as a guide to the general stamp duty and SDRT position in relation to Shares and do not relate to persons such as market makers, brokers, dealers, intermediaries and persons connected with depository arrangements or clearance services, to whom special rules apply.

No UK stamp duty or SDRT should be payable on the issue of Shares. Transfers on sale of Shares outside of CREST will generally be subject to UK stamp duty, normally payable by the purchaser at the rate of 0.5 per cent. of the consideration given for the transfer, rounded up to the nearest £5. An exemption from stamp duty is available for instruments transferring shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by it does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000.

An agreement to transfer Shares will normally give rise to a charge to stamp duty reserve tax ("SDRT") for the purchaser at the rate of 0.5 per cent. of the amount or value of the consideration therefor. If a duly stamped transfer executed in pursuance of the agreement is produced within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which the agreement becomes unconditional) any SDRT paid is repayable, generally with interest, and otherwise the SDRT charge is cancelled.

Paperless transfers of Ordinary Shares within the CREST system will generally be liable to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable. Such SDRT will generally be collected through the CREST system. Deposits of Shares into CREST will not generally be subject to SDRT, unless the transfer into CREST is itself for consideration.

Transfers of Shares to a company connected with the transferor may be subject to UK stamp duty or SDRT (as applicable) on the market value of the Ordinary Shares transferred, if this is higher than the consideration.

HMRC has recently released a consultation on stamp taxes on shares in which they propose to replace stamp duty and SDRT with a single tax. Although certain of the technical and administrative provisions about these taxes will be changed, the proposals do not currently affect the 0.5 per cent. rate which is expected to apply to transfer of Ordinary Shares.

Reporting requirements

Under legislation implementing the UK's obligations under various intergovernmental agreements relating to the automatic exchange of information to improve international tax compliance (including but not limited to the international Common Reporting Standard,) the Company may be required to collect and report information about Shareholders and their investments to HMRC, including information to verify their identity and tax residence. When requested to do so by the Company or its agent, Shareholders must provide information to be passed on to HMRC, and, by them, to any relevant overseas tax authorities.

On request from HMRC the Company must provide details of interest distributions and recipients.

THE PRECEDING DISCUSSION IS NOT A FULL DESCRIPTION OF THE COMPLEX TAX RULES RELEVANT TO AN INVESTMENT IN THE COMPANY. THE TAX AND OTHER MATTERS DESCRIBED HEREIN DO NOT CONSTITUTE, AND SHOULD NOT BE CONSIDERED AS, LEGAL OR TAX ADVICE TO PROSPECTIVE SHAREHOLDERS. EACH PROSPECTIVE SHAREHOLDER SHOULD CONSULT WITH ITS OWN PROFESSIONAL TAX ADVISOR WITH RESPECT TO THE TAX ASPECTS OF AN INVESTMENT IN THE COMPANY.

OTHER JURISDICTIONS

Prospective purchasers of Shares should consult their own professional tax advisers as to the tax consequences of the purchase, ownership and disposal of Shares. Any person who is in any doubt as to his, her or its tax position in consequence of acquiring, holding or disposing of Shares, or requires more detailed information than the general outline above should consult his, her or its own independent professional advisers.

PART 15

GENERAL INFORMATION

1. The Company

1.1 Incorporation and administration

(a) The Company was incorporated in England and Wales on 22 October 2019 with the name "NAVF plc" and registered number 12275668 as a public company limited by shares under the Act. On 15 November 2019 the Company changed its name to "Nippon Active Value Fund plc", which is the Company's legal and commercial name. The Company is registered as an investment company under section 833 of the Act. The Company has an indefinite life. The Company's legal entity identifier number is 213800JOFEGZJYS21P75. The Company operates in accordance with the Articles.

LR2.2.1(1) LR2.2.1(2) A1.4.1 A1.4.2 A1.4.3

A1.4.4 A11.4.2 A4.1.4 LR2.2.2(1)

A1.4.4

A1.6.1

A4.4.1

• (b) The principal legislation under which the Company's existing Ordinary Shares have been created (and under which any C Shares and/or Ordinary Shares to be issued pursuant to the Schemes and/or the Placing Programme will be created), and under which the Company operates, is the Companies Act 2006. As a listed investment company, the Company is not regulated as a collective investment scheme by the FCA. The Existing Shares are admitted to trading on the Specialist Fund Segment. Subject to completion of the Migration, the Existing Shares would be admitted to the Official List and to trading on the premium segment of the Main Market of the London Stock Exchange. The Company is subject to the UK Prospectus Regulation, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Takeover Code, the UK Market Abuse Regulation and the rules of the London Stock Exchange. Subject to completion of the Migration, the Company would become subject to the Listing Rules (although, as described further in Part 3 of this Prospectus, the Company currently complies with certain key elements of the Listing Rules on a voluntary basis). The Company is domiciled in England and Wales. The Company is an alternative investment fund pursuant to the AIFM Rules.
• (c) The Company's audited report and accounts are prepared to 31 December each year and expected to be dispatched in April each year. Shareholders will continue to receive an unaudited interim report each year in respect of the periods to 30 June, expected to be despatched in August each year, or earlier if possible. The Company's audited annual report and accounts and interim reports are available on the Company's website. The Company's annual and interim accounts are drawn up in sterling and in accordance with IFRS.
• (d) The Company's statutory auditor is BDO LLP, which is a member of the Institute of Chartered Accountants of England and Wales.
• (e) The address of the registered office and principal place of business of the Company is 6th Floor, 125 London Wall, London EC2Y 5AS with telephone number 020 3327 9720.
• (f) The Company has no employees. All of the existing Directors are, and each of the Proposed Directors would be appointed on a non-executive basis and most of the Company's day-to-day activities are delegated to third parties.
• (g) The Company has no subsidiary or parent undertakings, associated companies and neither owns nor leases any premises.
• (h) Rising Sun Management Ltd. has been appointed by the Company and the AIFM as investment adviser. Rising Sun Management Ltd. is a limited liability company incorporated with indefinite life in the Cayman Islands on 18 October 2019. The registered address and principal place of business of Rising Sun Management Ltd. is c/o Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, George Town, Grand Cayman KY1-1106, Cayman Islands and the telephone number is +1 345 769 4900. Rising Sun Management Ltd. is not regulated by the FCA and the AIFM retains responsibility for compliance with the AIFM Rules in respect of the Company.
• (i) On 12 November 2019, the Company was granted a certificate under section 761 of the Act entitling it to commence business and to exercise its borrowing powers.

2. Share capital

2.1 The Ordinary Shares are, and any C Shares which may be issued pursuant to the Schemes and/or the Placing Programme will be, denominated in sterling and the issue price for any New Shares issued pursuant to the Schemes and the Placing Programme will be payable in sterling.

A11.4.4

A1.19.1.1 A1.19.1.4

LR2.2.4(2)

A11.4.6

2.2 The Company has no authorised share capital and no convertible securities, exchangeable securities or securities with warrants have been issued by the Company. Set out below is the issued share capital of the Company as at the date of this Prospectus:

	Aggregate nominal
	value (£)	Number
Ordinary Shares	1,130,214.33 113,021,433

2.3 Set out below is the issued share capital of the Company as it will be immediately following the Schemes and the Placing Programme (assuming that 65 million Ordinary Shares are issued pursuant to the AJIT Scheme, 65 million Ordinary Shares are issued pursuant to the AJG Scheme and 250 million Ordinary Shares are issued pursuant to the Placing Programme):

	Aggregate nominal
	value (£)	Number
Ordinary Shares as at the date of this Prospectus Ordinary Shares issued pursuant to the Schemes and	1,130,214.33 113,021,433
Placing Programme Ordinary Shares following the Schemes and Placing Programme	3,800,000.00 380,000,000 4,930,214.33 493,021,433

In the event that C Shares are issued pursuant to the Placing Programme, the number of Ordinary Shares into which these C Shares will convert, and, therefore, the effect on the share capital of the Company, will not be known until the date of conversion.

All Ordinary Shares and C Shares are (or will be when issued) fully paid.

• 2.4 By ordinary and special resolutions of the Company (in addition to the ordinary business of the Company), at the Company's annual general meeting on 8 June 2023, the following resolutions were approved by Shareholders:
• (a) That the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot ordinary shares of 1 penny each in the Company ("Ordinary Shares") up to an aggregate nominal value of £113,021 (equivalent to 10 per cent. of the issued share capital of the Company as at the date of the notice of the annual general meeting) and that such authority will expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the annual general meeting of the Company to be held in 2024 or, if earlier, on the expiry of 15 months from the passing of the resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired.
• (b) That, subject to the passing of the resolution set out in paragraph (a) above, in addition to any existing power under sections 570 and 573 of the Act, but without prejudice to the exercise of any such power prior to the date of the annual general meeting, the Directors be and are hereby empowered, pursuant to sections 570 and 573 of the Companies Act, to allot Ordinary Shares and/or sell Ordinary Shares from treasury, in each case for cash pursuant to the authority conferred by the resolution described in paragraph (a) above up to an aggregate nominal value of £113,021 (equivalent to 10 per cent. of the issued share capital of the Company as at the date of the notice of the annual general meeting) as if section 561 of the Act did not apply to such allotment or sale and that this power will expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the annual general meeting of the Company to be held in 2024 or, if earlier, on the expiry of 15 months from the passing of the resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment or sale of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired.
• (c) That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares, provided that:
• (i) the maximum number of Ordinary Shares hereby authorised to be purchased will be 16,941,912 (representing 14.99 per cent. of the Company's issued share capital of the Company at the date of the notice of the annual general meeting);
• (ii) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 1 penny;
• (iii) the maximum price (exclusive of any expenses) which may be paid for each Ordinary Share is not more than the higher of:
• A. 5 per cent. above the average of the middle market quotations for the Ordinary Shares for the five business days immediately before the day on which that Ordinary Share is contracted for purchases; and
• B. the higher of the price of the last independent trade and the highest then current independent bid for the Ordinary Shares on the trading venue where the purchase is carried out;
• (iv) the authority hereby conferred will expire at the conclusion of the annual general meeting of the Company to be held in 2024 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed or revoked by the Company prior to such time; and
• (v) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which will or may be executed wholly or partly after the expiration of such authority and may purchase Ordinary Shares pursuant to any such contract as if the authority had not expired.

LR2.2.2(2) LR2.2.2(3)

• 2.5 Further, by ordinary and special resolutions, the following resolutions are proposed to be approved by Shareholders at the NAVF General Meeting:
• (a) That the New Investment Policy be and is hereby approved and adopted to the exclusion of the Company's current Investment Policy with immediate effect;
• (b) That, subject to the passing of the resolution described in paragraph (a) above and conditional upon the scheme of reconstruction and winding up of AJIT becoming unconditional in all respects, and in addition to any existing authority, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Act to exercise all powers of the Company to allot up to 65 million ordinary shares of £0.01 each in the capital of the Company to shareholders of AJIT in connection with the scheme of reconstruction and winding up of AJIT, provided that this authority will (unless previously revoked) expire on 31 December 2023.
• (c) That, subject to the passing of the resolution described in paragraph (a) above and conditional upon the scheme of reconstruction and winding up of AJG becoming unconditional in all respects, and in addition to any existing authority, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Act to exercise all powers of the Company to allot up to 65 million ordinary shares of £0.01 each in the capital of the Company to shareholders of AJG in connection with the scheme of reconstruction and winding up of AJG, provided that this authority will (unless previously revoked) expire on 31 December 2023.
• (d) That, in addition to any existing authority, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Act to exercise all powers of the Company to allot up to 250 million ordinary shares of £0.01 each and/or C Shares of £0.10 each in the capital of the Company pursuant to the Placing Programme, provided that this authority shall expire on the date of the annual general meeting of the Company to be held in 2025.
• (e) That, subject to the passing of the resolutions set out at paragraphs (b), (c) and (d) respectively, in substitution for any existing power under sections 570 and 573 of the Act, but without prejudice to the exercise of any such power prior to the date hereof, the Directors be and are hereby empowered, pursuant to sections 570 and 573 of the Act, to allot shares and/or sell shares from

treasury, in each case for cash pursuant to the authority conferred by paragraphs (b), (c) and (d) respectively as if section 561 of the Act did not apply to such allotment or sale. The authority conferred by this resolution will lapse on the date of the annual general meeting of the Company to be held in 2025.

LR6.9.1 A11.4.5

A1.19.2.1

A11.4.5

A1.19.2.2

3. Articles of Association

A summary of the main provisions of the Articles is set out below.

3.1 Objects

The Articles do not provide for any objects of the Company and accordingly the Company's objects are unrestricted.

3.2 Variation of rights

Subject to the provisions of the Act, if at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class (excluding any shares of that class held as treasury shares). At every such separate general meeting the necessary quorum will be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question (again, excluding any shares of that class held as treasury shares) (but at any adjourned meeting any holder of shares of the class present in person or by proxy will be a quorum). At such separate general meeting, any holder of shares of the class present in person or by proxy may demand a poll and every such holder will on a poll have one vote for every share of the class held by it.

3.3 Alteration of share capital

The Company may by ordinary resolution:

• (a) consolidate and divide all or any of its share capital into shares of larger nominal value than is fixed by its constitution or was fixed by the resolution creating the existing Shares;
• (b) sub-divide its existing Shares, or any of them, into shares of smaller nominal value than its existing Shares; and
• (c) determine that, as between the shares resulting from such a sub-division, one or more shares may, as compared with the others, be given a preference, advantage, restriction or disadvantage as regards dividends, capital or voting.

3.4 Issue of shares

Subject to the provisions of the Act and without prejudice to any rights attaching to any existing Shares, any share may be issued with such rights or restrictions, and on such terms as the as the Directors may determine (provided such terms are consistent with the Articles).

3.5 Dividends

Subject to the provisions of the Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the Shareholders but no dividends will exceed the amount recommended by the Directors. The Directors may pay interim dividends, or dividends payable at a fixed rate, if it appears to them that they are justified by the profits of the Company available for distribution. If the Directors act in good faith they will not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

Subject to the Act and the rights of persons (if any) entitled to shares with preferential or special rights as to dividend, all dividends will be paid pro rata according to the amounts paid up on the shares on which the dividend is paid. If any share is issued on terms that it ranks for dividends as from a particular date, it will rank for dividends accordingly. In any other case, dividends will be apportioned and paid proportionately to the amount paid up on the shares during any portion(s) of the period in respect of which the dividend is paid.

A11.4.5

A11.4.8

3.6 Voting rights

Subject to any rights or restrictions attached to any shares, on a show of hands every Shareholder present in person has one vote, every proxy present who has been duly appointed by a Shareholder entitled to vote has one vote and every corporate representative present who has been duly authorised by a corporation has the same voting rights as the corporation would be entitled to. On a poll every Shareholder (whether present in person or by proxy or by corporate representative) has one vote for every share of which it is the holder. A Shareholder entitled to more than one vote need not, if it votes, use all its votes or cast all the votes it uses the same way. In the case of joint holders, the vote of the person whose name appears before the names of the other joint holder(s) on the Register in respect of the share and who tenders a vote will be accepted to the exclusion of the vote of the other joint holders.

No Shareholder will have any right to vote at any general meeting or at any separate meeting of the holders of any class of shares, either in person or by proxy, in respect of any share held by it unless all amounts presently payable by it in respect of that share have been paid.

3.7 Transfer of shares

A share in certificated form may be transferred by an instrument of transfer, which may be in any usual form or in any other form approved by the Directors, executed by or on behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee. A share in uncertificated form may be transferred by means of the relevant electronic system concerned.

The Board may, in its absolute discretion and without giving a reason, refuse to register a transfer of any Share in certificated form or uncertificated form (subject to the Articles) which is not fully paid and on which the Company has a lien provided that this would not prevent dealings in the Shares of that class from taking place on an open and proper basis on the London Stock Exchange.

In addition, the Board may refuse to register a transfer of Shares if (i) in the case of certificated Shares (a) it is in respect of more than one class of Shares, (b) it is in favour of more than four joint transferees, (c) it is not duly stamped or duly certificated to the satisfaction of the Board as being exempt from stamp duty, (d) it is delivered for registration to the registered office of the Company or such other place as the Board may decide or (e) is not accompanied by the certificate for the Shares to which it relates and such other evidence of title as the Board may reasonably require.

The Board may decline to register a transfer of an uncertificated share which is traded through the CREST system in accordance with the CREST Regulations where, in the case of a transfer to joint holders, the number of joint holders to whom uncertificated shares is to be transferred exceeds four.

In addition, if at any time the holding or beneficial ownership of any Shares in the Company by any person (whether on its own or taken with other Shares), in the opinion of the Directors:

• (a) would cause the assets of the Company to be treated as "plan assets" of any benefit plan investor under Section 3(42) of ERISA or the U.S. Code;
• (b) would or might result in the Company and/or its Shares and/or any of its appointed investment managers or investment advisers being required to be registered or qualified under the Investment Company Act and/or the U.S. Investment Advisers Act of 1940 and/or the Securities Act and/or the Exchange Act and/or any similar legislation (in any jurisdiction) that regulates the offering and sale of securities;
• (c) may cause the Company not to be considered a "Foreign Private Issuer" under the Exchange Act;
• (d) may cause the Company to be a "controlled foreign corporation" for the purpose of the U.S. Code; or
• (e) may cause the Company to become subject to any withholding tax or reporting obligation under FATCA or any similar legislation in any territory or jurisdiction, or to be unable to avoid or reduce

any such tax or to be unable to comply with any such reporting obligation (including by reason of the failure of the shareholder concerned to provide promptly to the Company such information and documentation as the Company may have requested to enable the Company to avoid or minimise such withholding tax or to comply with such reporting obligation),

then the Board may declare the Shareholder in question a "Non-Qualified Holder" and the Board may require that any Shares held by such Shareholder ("Prohibited Shares") will (unless the Shareholder concerned satisfies the Board that he is not a Non-Qualified Holder) be transferred to another person who is not a Non-Qualified Holder, failing which the Company may itself dispose of such Prohibited Shares at the best price reasonably obtainable and pay the net issue proceeds to the former holder.

If the Directors refuse to register or authorise the registration of a transfer of a share, they will send notice of refusal to the transferee together with reasons for the refusal as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company or its registrar.

No fee will be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.

A11.4.5

3.8 Distribution of assets on a winding-up

If the Company is wound up, with the sanction of a special resolution, the liquidator may divide among the Shareholders in specie or kind the whole or any part of the assets of the Company and for that purpose may value any assets and determine how the division will be carried out as between the Shareholders or different classes of Shareholders. With the like sanction, the liquidator may vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Shareholders as he may determine, but no Shareholder will be compelled to accept any shares or other securities upon which there is a liability.

3.9 Restrictions on rights: failure to respond to a Section 793 notice or other notice

If a Shareholder, or any other person appearing to be interested in shares held by that Shareholder, fails to provide the information requested in a notice given to it under section 793 of the Act by the Company in relation to its interest in shares (the "Default Shares") within the period of compliance specified in the notice (being not less than 14 days from the date of the service of the notice) and where the Default Shares represent at least 0.25 per cent. of their class, sanctions will apply unless the Directors determine otherwise. The sanctions available are the suspension of the right to attend or vote (whether in person or by representative or proxy) at any general meeting or any separate meeting of the holders of any class or on any poll and, where the Default Shares represent at least 0.25 per cent. of their class (excluding treasury shares), the withholding of any dividend payable in respect of those shares and the restriction of the transfer of those shares.

In addition to the right to serve a Section 793 notice, the Board has the right under the Articles to serve notice on any member requiring that member to promptly provide the Company with any information, representations, certificates, waivers or forms relating to such member that the Board determines from time to time necessary or appropriate for the Company to have in order to (a) satisfy any diligence requirements and any reporting requirements imposed under or in relation to FATCA or the requirements of any similar laws or regulations to which the Company may be subject enacted from time to time by any other jurisdiction, (b) avoid or reduce any tax otherwise imposed by FATCA or other applicable laws or (c) permit the Company to enter into, comply with, or prevent a default under or termination of, an agreement of the type described in section 1471(b) of U.S. Internal Revenue Code of 1986 or under any other applicable laws. The Company will be entitled to process such information that it receives from its members for the purposes of carrying out the business of the Company and the administration and protection of its interests.

In the event that a member does not supply the requested information within the time frame specified (which will not be less than 10 business days from the date of notice) then the Board may by notice to such member, declare it to be a Non-Qualified Holder for the purposes of the Articles and declare that the Shares which are held by the member are Prohibited Shares. The Board may also declare a member to be a Non-Qualified Holder and that its shares are Prohibited Shares if in the Board's opinion, the holding or beneficial ownership of any shares in the Company by any person would constitute an 'onerous obligation'. (These onerous obligations under the Articles relate primarily to the status or tax liabilities of the Company).

In the event that a member is deemed a Non-Qualified Holder, the Board can require it either (1) to provide such information as they deem necessary to evidence that it should not be a Non-Qualified Holder and that its shares should not be considered Prohibited Shares or (2) to sell or transfer its Prohibited Shares to a person who is not a Non-Qualified Holder within 21 days of service of a notice of the Board. If a Non-Qualified Holder does not sell or transfer of its shares as instructed, the Board may dispose of its shares as they so determine.

3.10 Untraced Shareholders

Subject to various notice requirements, the Company may sell any of a Shareholder's shares if, during a period of 12 years, at least three dividends on such shares have become payable and no cheque for amounts payable in respect of such shares has been presented and no warrant has been effected and no communication has been received by the Company from the Shareholder or person concerned.

3.11 Appointment of Directors

Unless the Company determines otherwise by ordinary resolution, the Company must have not less than two and not more than ten Directors.

Subject to the Articles, the Company may by ordinary resolution appoint a person who is willing to act as, and is permitted by law to do so, to be a Director either to fill a vacancy or as an additional Director. The Directors may appoint a person who is willing to act, and is permitted by law to do so, to be a Director, either to fill a vacancy or as an additional Director. A person appointed as a Director by the other Directors is required to retire at the Company's next annual general meeting and will then be eligible for reappointment.

Subject to the Articles, at each AGM, every Director will retire from office. A Director who retires at an AGM may, if willing to continue to act, be elected or re-elected at that meeting. If they are elected or re-elected they are treated as continuing in office throughout. If they are not elected or re-elected, they will remain in office until the end of the meeting or (if earlier) when a resolution is passed to appoint someone in their place. In the event that no Directors are re-appointed, then two of the Directors who retired at the AGM will be deemed to be continuing until such time as a general meeting can be called to appoint further Directors. Which Directors will continue will be decided by ordinary resolution.

The office of a Director will be vacated:

• (a) if they resign their office by giving written notice signed by them sent to or deposited at the Company's registered office or tendered at a meeting of the Board;
• (b) if a registered medical practitioner who is treating them gives a written opinion to the Company that they have become mentally or physically incapable of acting as a director and may remain so for more than three months;
• (c) they are suffering from mental or physical ill health and the Directors resolve at a meeting of the Directors that their office be vacated;
• (d) if they absent themselves from meetings of the Board for a consecutive period of six months without permission of the Directors and the Board resolves that their office will be vacated;
• (e) if they become bankrupt or apply for an interim order pursuant to section 253 of the Insolvency Act 1986 or enter into any voluntary arrangement with within the definition contained in that section or have an interim receiver appointed under section 286 of the Act;
• (f) if they are prohibited by law from being a Director or cease to be a Director by the Act;
• (g) if they are removed from office by written notice signed by all of the other Directors; or
• (h) if the Company by ordinary resolution will declare that they will cease to be a Director.

3.12 Powers of Directors

The business of the Company will be managed by the Directors who, subject to the provisions of the Articles and to any directions given by ordinary resolution to take, or refrain from taking, specified action, may exercise all the powers of the Company.

Any Director may appoint any other Director, or any other person approved by resolution of the Directors and willing to act and permitted by law to do so, to be an alternate Director.

3.13 Borrowings

Subject to the Company's published Investment Policy from time to time, the Board on behalf of the Company may exercise all the powers of the Company to borrow or raise money, to mortgage or charge its undertaking, property, assets and uncalled capital and to issue debentures and other securities, and to give security whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

3.14 Voting at board meetings

No business will be transacted at any meeting of the Directors unless a quorum is present and the quorum may be fixed by the Directors; unless so fixed at any other number the quorum will be two. A Director will not be counted in the quorum present in relation to a matter or resolution on which they are not entitled to vote but will be counted in the quorum present in relation to all other matters or resolutions considered or voted on at the meeting. An alternate Director who are not themselves a Director will, if their appointor is not present, be counted in the quorum.

Questions arising at a meeting of the Directors will be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting will have a second or casting vote.

3.15 Restrictions on voting

Subject to any other provision of the Articles, a Director will not vote at a meeting of the Directors on any resolution concerning a matter in which they have, directly or indirectly, a material interest (other than an interest in shares, debentures or other securities of, or otherwise in or through, the Company) unless their interest arises only because the case falls within certain limited categories specified in the Articles.

3.16 Directors' interests

Subject to the provisions of applicable law and provided that the Director has disclosed to the other Directors the nature of any interest of theirs, a Director, notwithstanding their office, may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested and may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is interested.

3.17 Indemnity

Subject to the provisions of applicable law, the Company may indemnify any person who is a director, alternate director, former director, secretary or other officer of the Company (other than an auditor), against any liability whether in connection with any negligence, default, breach of duty or breach of trust by them in relation to anything done or omitted to be done or alleged to have been done or omitted to be done by them as a director of the Company or any associated company. The Directors may purchase and maintain, at the cost of the Company, insurance for any person who is a director, alternate director, former director, secretary, or other officer of the Company or an associated company in relation to anything done or omitted to be done or alleged to have been done or omitted to be done as director, alternate director, secretary or officer.

3.18 General meetings

In the case of the annual general meeting, 21 clear days' notice at the least will be given to all the members and to the auditors. All other general meetings will also be convened by not less than 14 clear days' notice in writing to all the members.

No business other than the appointment of the chairman of the meeting will be transacted at any meeting unless a quorum is present. One person where there is only a single member of the Company and two persons where there is more than one member of the Company entitled to vote upon the business to be transacted, each being a Shareholder or a proxy for a Shareholder or a duly authorised representative of a corporation which is a Shareholder, will be a quorum.

A Shareholder is entitled to appoint another person as its proxy to exercise all or any of its rights to attend and to speak and vote at a meeting of the Company (provided such notice of proxy is made in writing). A Shareholder may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by it. Subject to the provisions of the Act, any corporation (other than the Company itself) which is a Shareholder may, by resolution of its directors or other governing body, authorise such person(s) to act as its representative(s) at any meeting of the Company, or at any separate meeting of the holders of any class of shares.

Delivery of an appointment of proxy will not prevent a Shareholder from attending and voting at the meeting or at any adjournment of it.

Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of shares, whether or not they are Shareholders.

A poll on a resolution may be demanded at a general meeting before or on the declaration of the result of the show of hands by the chairmen or those members entitled under the Act to demand a poll.

3.19 C Shares and Deferred Shares

The rights and restrictions attaching to the C Shares and the Deferred Shares arising on their conversion are summarised below.

A11.4.5

• (a) The following definitions apply for the purposes of this paragraph 3.19 only: "Calculation Date" means in relation to any tranche of C Shares the earliest of the:
• (i) close of business on the date to be determined by the Directors occurring not more than 10 Business Days after the day on which the Investment Adviser will have given notice to the Directors that at least 90 per cent. of the proceeds of the Issue (or such other percentage as the Directors and the AIFM may agree) will have been invested; or
• (ii) close of business on the date falling 9 calendar months after the allotment of the C Shares or if such a date is not a Business Day the next following Business Day; or
• (iii) close of business on the day on which the Directors resolve that Force Majeure Circumstances have arisen or are imminent;

"Conversion" means conversion of any tranche of C Shares into Ordinary Shares and Deferred Shares in accordance with paragraph (g);

"Conversion Date" means in relation to any tranche of C Shares the close of business on such Business Day as may be selected by the Directors falling not more than 10 Business Days after the Calculation Date of such tranche of C Shares;

"Conversion Ratio" is the ratio of the net asset value per C Share to the net asset value per Ordinary Share, which is calculated as:

$$\begin{aligned} \text{Conversion Ratio} &= \frac{\mathcal{A}}{\mathcal{B}} \\ \mathbf{A} &= \frac{\mathcal{C} - D}{\mathcal{E}} \\ \mathbf{B} &= \frac{\mathcal{F}\text{-}\text{C-}\text{-}\text{G} + D + \mathcal{J}}{\mathcal{H}} \end{aligned}$$

Where:

C is the aggregate of:

• (i) the value of the investments of the Company attributable to the C Shares of the relevant tranche, calculated as at the Calculation Date in accordance with the valuation policy adopted by the Company from time to time; and
• (ii) the amount which, in the Directors' opinion, fairly reflects, on the Calculation Date, the value of the current assets of the Company attributable to the relevant tranche of C Shares (excluding the investments valued under (i) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature), calculated in accordance with the valuation policy adopted by the Company from time to time;

D is the amount (to the extent not otherwise deducted from the assets attributable to the relevant tranche of C Shares) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the relevant tranche of C Shares on the Calculation Date (including the amounts of any declared but unpaid dividends in respect of such Shares);

E is the number of C Shares of the relevant tranche in issue on the Calculation Date;

F is the aggregate of:

• (i) the value of all the investments of the Company, as at the Calculation Date in accordance with the valuation policy adopted by the Company from time to time; and
• (ii) the amount which, in the Directors' opinion, fairly reflects, on the Calculation Date, the value of the current assets of the Company (excluding the investments valued under (i) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature), calculated in accordance with the valuation policy adopted by the Company from time to time;

G is the amount (to the extent not otherwise deducted in the calculation of F) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company on the Calculation Date (including the amounts of any declared but unpaid dividends);

H is the number of Ordinary Shares in issue on the Calculation Date (excluding any Ordinary Shares held in treasury);

I is the aggregate of:

• (i) the value of the investments of the Company attributable to all other tranches of C Shares in issue other than the tranche of C Shares as referred to in C above (the "Other Tranches of C Shares"), calculated as at the Calculation Date in accordance with any valuation policy adopted by the Company from time to time; and
• (ii) the amount which, in the Directors' opinion, fairly reflect, on the Calculation Date, the value of the current assets of the Company attributable to the Other Tranches of C Shares (excluding the investments valued under (i) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature), calculated in accordance with any valuation policy adopted by the Company from time to time; and

J is the amount (to the extent not otherwise deducted from the assets attributable to the Other Class(es) of C Shares) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the Other Class(es) of C Shares on the Calculation Date,

provided that the Directors will make such adjustments to the value or amount of A and B as either the auditors will report to be appropriate or in the event that the auditors are unwilling to act, as the Directors consider appropriate, in either case having regard among other things, to the assets of the Company immediately prior to the date on which the Company first receives the Net Proceeds relating to the relevant class of C Shares and/or to the reasons for the issue of the relevant class of C Shares;

Deferred Shares means deferred shares of £0.01 each in the capital of the Company and having the rights and being subject to the restrictions set out in the Articles arising on Conversion;

Existing Ordinary Shares means the Ordinary Shares in issue immediately prior to Conversion;

Force Majeure Circumstances means (i) any political and/or economic circumstances and/or actual or anticipated changes in fiscal or other legislation which, in the reasonable opinion of the Directors, renders Conversion necessary or desirable; (ii) the issue of any proceedings challenging, or seeking to challenge, the power of the Company and/or its Directors to issue the C Shares of the relevant tranche with the rights proposed to be attached to them and/or to the persons to whom they are, and/or the terms upon which they are proposed to be issued; or (iii) the giving of notice of any general meeting of the Company at which a resolution is to be proposed to wind up the Company, whichever will happen earliest; and

Net Proceeds means the net cash proceeds of the issue of the C Shares (after deduction of those commissions and expenses relating thereto and payable by the Company).

References to ordinary shareholders, C Shareholders and deferred shareholders should be construed as references to holders for the time being of Ordinary Shares, C Shares and Deferred Shares respectively.

• (b) The holders of the Ordinary Shares, the Redeemable Preference Shares, the C Shares and the Deferred Shares will, if issued, subject to the provisions of the Articles, have the following rights to be paid dividends:
• (i) the Deferred Shares (to the extent that any are in issue and extant) will entitle the holders thereof to a cumulative annual dividend at a fixed rate of one per cent. of the nominal amount thereof, the first such dividend (adjusted pro rata temporis) (the "Deferred Dividend") being payable on the date six months after the Conversion Date on which such Deferred Shares were created (the "Relevant Conversion Date") and on each anniversary of such date payable to the holders thereof on the register of members on that date as holders of Deferred Shares but will confer no other right, save as provided herein, on the holders thereof to share in the profits of the Company. The Deferred Dividend will not accrue or become payable in any way until the date six months after the Conversion Date and will then only be payable to those holders of Deferred Shares registered in the register of members of the Company as holders of Deferred Shares on that date. It should be noted that given the proposed repurchase of the Deferred Shares as described below, it is not expected that any dividends will accrue or be paid on such shares;
• (ii) the holders of any tranche of C Shares will be entitled to receive in that capacity such dividends as the Directors may resolve to pay out of net assets attributable to that tranche of C Shares and from income received and accrued which is attributable to that tranche of C Shares;
• (iii) a holder of Redeemable Preference Shares will be entitled (in priority to any payment of dividend on any other class of share) to a fixed cumulative preferential dividend of 0.01 per cent. per annum on the nominal amount of the Redeemable Preference Shares held by it, such dividend to accrue annually and to be payable in respect of each accounting reference period of the Company within 21 days of the end of such period. Such dividend will be payable in priority to the payment of a dividend to the holders of any other class of shares but, for so long as there are shares of any other class in issue, the Redeemable Preference Shares will not confer any further right to participate in the profits of the Company;
• (iv) the Ordinary Shares will confer the right to dividends declared in accordance with the Articles out of the assets attributable to, and the profits available for distribution which are attributable to, the Ordinary Shares;
• (v) the Ordinary Shares into which C Shares will convert will rank pari passu with the Existing Ordinary Shares for dividends and other distributions made or declared by reference to a record date falling after the Calculation Date; and
• (vi) no dividend or other distribution will be made or paid by the Company on any of its shares (other than any Deferred Shares for the time being in issue) between the Calculation Date

and the Conversion Date relating to any tranche of C Shares (both dates inclusive) and no such dividend will be declared with a record date falling between the Calculation Date and the Conversion Date (both dates inclusive).

• (c) The holders of the Ordinary Shares, the Redeemable Preference Shares, the C Shares and the Deferred Shares will, subject to the provisions of the Articles, have the following rights as to capital:
• (i) the surplus capital and assets of the Company will on a winding-up or on a return of capital (otherwise than on a purchase by the Company of any of its shares) at a time when any C Shares are for the time being in issue and prior to the Conversion Date relating to such C Shares, be applied as follows:
• A. first, an amount equivalent to (C-D) in respect of each tranche of C Shares in issue using the methods of calculation of C and D given in the definition of Conversion Ratio set out above save that the "Calculation Date" will be such date as the liquidator may determine, which amount attributable to each class will be applied amongst the C Shareholders of the relevant tranche pro rata according to the nominal capital paid up on their holdings of C Shares,
• B. second, amongst the Redeemable Preference Shareholders pro rata according to the nominal capital paid up on their holdings of Redeemable Preference Shares;
• C. third, if there are any Deferred Shares in issue, in paying to the holders of the Deferred Shares one pence in aggregate in respect of every one million Deferred Shares (or part thereof) of which they are the respective holders; and
• D. fourth amongst the existing Ordinary Shareholders pro rata according to the nominal capital paid up on their holdings of Existing Ordinary Shares

provided however that the holders of the Redeemable Preference Shares will only receive an amount up to the capital paid up on such Redeemable Preference Shares and the Redeemable Preference Shares will confer the right to participate in any surplus remaining following payment of such amount; and

• (ii) the surplus capital and assets of the Company will on a winding-up or on a return of capital (otherwise than on a purchase by the Company of any of its shares) at a time when no tranche of C Shares is for the time being in issue be applied as follows:
• A. first, the surplus will be divided, first, amongst the holders of Redeemable Preference Shares pro rata according to the nominal capital paid up on their holdings of Redeemable Preference Shares
• B. second, if there are Deferred Shares in issue, in paying to the deferred shareholders £0.01 in aggregate in respect of every 1,000,000 Deferred Shares (or part thereof) of which they are respectively the holders; and
• C. third, amongst the Ordinary Shareholders pro rata according to the nominal capital paid up on their holdings of Ordinary Shares

provided always, however that the holders of the Redeemable Preference Shares will only receive an amount up to the capital paid up on such Redeemable Preference Shares and neither the Redeemable Preference Shares nor the Deferred Shares will not confer the right to participate in any surplus remaining following payment of such amount.

• (d) As regards voting:
• (i) The Ordinary Shares and each tranche of C Shares will carry the right to receive notice of and to attend and vote at any general meeting of the Company. The voting rights of holders of any tranche of C Shares will be the same as those applying to holders of Existing Ordinary Shares as set out in the Articles as if the C Shares and Existing Ordinary Shares were a single class.
• (ii) For so long as there are shares of any other class in issue, the holders of the Redeemable Preference Shares will have no right to receive notice of, or vote at, any general meeting of

the Company. If there are no shares of any other class in issue, the holders of the Redeemable Preference Shares will be entitled to receive notice of, and vote at, any general meeting of the Company and each holder of Redeemable Preference Shares who is present in person, or, if a corporation, by representative (or in either case, by proxy) at a general meeting will, have one vote on a show of hands and will have no vote in respect of each Redeemable Preference Share held by it on a poll.

• (iii) The Deferred Shares will not carry any right to receive notice of nor to attend or vote at any general meeting of the Company.
• (e) The following will apply to the Deferred Shares:
• (i) the C Shares of any tranche will be issued on such terms that the Deferred Shares arising upon Conversion (but not the Ordinary Shares arising on Conversion) may be repurchased by the Company in accordance with the terms set out in the Articles;
• (ii) subject to the Company having sufficient distributable reserves and the Conversion occurring on a date which is not more than five years after the date of incorporation of the Company, immediately upon Conversion, the Company will repurchase all of the Deferred Shares which arise as a result of Conversion for an aggregate consideration of £0.01 for every 1,000,000 Deferred Shares and the notice referred to in paragraph (g) below will be deemed to constitute notice to each C Shareholder (and any person or persons having rights to acquire or acquiring C Shares on or after the Calculation Date) that the Deferred Shares will be repurchased immediately upon Conversion for an aggregate consideration of £0.01 for each holding of 1,000,000 Deferred Shares. On repurchase, each Deferred Share will be treated as cancelled in accordance with section 706 of the Act without further resolution or consent. In the event of any Deferred Shares arising on a Conversion which occurs on or after the fifth anniversary of the incorporation of the Company, the Deferred Shares will not be repurchased unless and until the Company has, in general meeting, approved the buyback of such Deferred Shares in accordance with the Act; and
• (iii) the Company will not be obliged to: (i) issue share certificates to the deferred shareholders in respect of the Deferred Shares; or (ii) account to any deferred shareholder for the repurchase monies in respect of such Deferred Shares.
• (f) If there are in issue at the same time C Shares carrying different rights, each will be deemed to be a separate class of shares. The Directors may, if they so decide, designate each Class of C Shares in such manner as they see fit in order that each class of C Shares can be separately identified. For so long as any tranche of C Shares are for the time being in issue, until the Conversion of such tranche of C Shares and without prejudice to its obligations under applicable laws the Company will:
• (i) procure that the Company's records, bank and custody accounts will be operated so that the assets attributable to the C Shares of that tranche can, at all times, be separately identified and, in particular but without prejudice to the generality of the foregoing, the Company will, without prejudice to any obligations pursuant to applicable laws, procure that separate cash accounts, broker settlement accounts and investment ledger accounts will be created and maintained in the books of the Company for the assets attributable to each tranche of C Shares in issue;
• (ii) allocate to the assets attributable to the C Shares of that tranche such proportion of the income, expenses and liabilities of the Company incurred or accrued between the date on which the Company first receives the Net Proceeds and the Calculation Date relating to such tranche of C Shares (both dates inclusive) as the Directors consider to be attributable to the C Shares; and
• (iii) give or procure the giving of appropriate instructions to the AIFM to manage the Company's assets so that such undertakings can be complied with by the Company.
• (g) A tranche of C Shares for the time being in issue will be sub-divided and converted into Ordinary Shares and Deferred Shares on the Conversion Date in accordance with the following provisions of this paragraph (g):
• (i) the Directors will procure that as soon as reasonably practicable and in any event within one month of the Calculation Date:
• A. the Conversion Ratio as at the Calculation Date and the numbers of Ordinary Shares and Deferred Shares to which each C Shareholder will be entitled on Conversion will be calculated; and
• B. the auditors will be requested to confirm that such calculations as have been made by the Company have, in their opinion, been performed in accordance with the Articles and are arithmetically accurate whereupon such calculations will become final and binding on the Company and all holders of the Company's shares and any other securities issued by the Company which are convertible into the Company's shares, subject to the proviso immediately after the definition of J in paragraph (a).
• (ii) The Directors will procure that, as soon as practicable following such confirmation and in any event within one month of the Calculation Date, a notice is sent to each C Shareholder advising such C Shareholder of the Conversion Date, the Conversion Ratio and the numbers of Ordinary Shares and Deferred Shares to which such C Shareholder will be entitled on Conversion.
• (iii) On conversion each C Share will automatically subdivide into 10 conversion shares of £0.01 each and such conversion shares of £0.01 each will automatically convert into such number of Ordinary Shares and Deferred Shares as will be necessary to ensure that, upon such Conversion being completed:
• A. the aggregate number of Ordinary Shares into which the same number of conversion shares of £0.01 each are converted equals the number of C Shares of the relevant tranche in issue on the Calculation Date multiplied by the Conversion Ratio (rounded down to the nearest whole Ordinary Share); and
• B. each conversion share of £0.01 which does not so convert into an Ordinary Share will convert into one Deferred Share.
• (iv) The Ordinary Shares and Deferred Shares arising upon Conversion will be divided amongst the former C Shareholders pro rata according to their respective former holdings of C Shares of the relevant tranche (provided always that the Directors may deal in such manner as they think fit with fractional entitlements to Ordinary Shares and Deferred Shares arising upon Conversion including, without prejudice to the generality of the foregoing, selling any Ordinary Shares representing such fractional entitlements and retaining the proceeds for the benefit of the Company).
• (v) Forthwith upon Conversion, the share certificates relating to the C Shares will be cancelled and the Company will issue to each former C Shareholder new certificates in respect of the Ordinary Shares which have arisen upon Conversion to which he is entitled. Share certificates in respect of the Deferred Shares will not be issued.
• (vi) The Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider are fair and reasonable having regard to the interests of all Shareholders.
• (h) Without prejudice to the generality of the Articles, for so long as any tranche of C Shares are for the time being in issue it will be a special right attaching to the Existing Ordinary Shares as a class and to that tranche of C Shares as a separate class that without the sanction or consent of such holders given in accordance with the Company's Articles:
• (i) no alteration will be made to the Articles;
• (ii) no allotment or issue will be made of any security convertible into or carrying a right to subscribe for any share capital of the Company other than the allotment or issue of further C Shares; and
• (iii) no resolution of the Company will be passed to wind-up the Company.
• (i) For the avoidance of doubt but subject to the rights or privileges attached to any other class of shares, the previous sanction of a special resolution of the holders of Existing Ordinary Shares and any tranche of C Shares, as described above, will not be required in respect of: (i) the issue of further Ordinary Shares ranking pari passu in all respects with the Existing Ordinary Shares (otherwise than in respect of any dividend or other distribution declared, paid or made on the Existing Ordinary Shares by the issue of such further Ordinary Shares); or (ii) the sale of any shares held as treasury shares (as such term is defined in section 724 of the Act) in accordance with sections 727 and 731 of the Act or the purchase or redemption of any shares by the Company (whether or not such shares are to be held in treasury).
• (j) The Company may by notice in writing and upon tendering to a registered holder of Redeemable Preference Shares the amount of capital paid up thereon, redeem any Redeemable Preference Shares at any time (subject to the provisions of the Acts) and such holder will be bound to deliver up any certificate which may have been representing the same. Upon redemption, the name of the registered holder will be removed from the Register. Each Redeemable Preference Share which is redeemed will thereafter be cancelled. None of the Ordinary Shares or the C Shares will be redeemable by the Company.

3.20 Duration

The Directors will procure that there is proposed at the annual general meeting of the Company to be held in 2025 and at every second annual general meeting of the Company thereafter an ordinary resolution providing that the Company should continue as an investment trust for a further period of two years. If any such resolution is not put forward or is defeated, the Directors will be obliged to draw up proposals for the voluntary liquidation, unitisation, reorganisation or other reconstruction of the Company for submission to the Shareholders at a general meeting convened for a date not later than six months after the above mentioned annual general meeting. Implementation of any such proposals will require the approval of the Shareholders by ordinary resolution.

A11.4.9

4. The Takeover Code

4.1 Mandatory bid

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, if:

• (a) a person acquires an interest in shares which, when taken together with shares already held by them or persons acting in concert with them, carry 30 per cent. or more of the voting rights in the Company; or
• (b) a person who, together with persons acting in concert with them, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in shares which increases the percentage of shares carrying voting rights in which that person is interested,

the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Takeover Panel) to make a cash offer for the outstanding shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

The Rosenwald Associates hold in excess of 30 per cent. of the issued Ordinary Shares. Further details regarding individual members of the Rosenwald Associates and their potential shareholding on Admission is set out in paragraph 4.2 below.

At the time of the Company's IPO, the Takeover Panel confirmed to the Company that no mandatory offer for the Company would need to be made as a result of the Rosenwald Associates acquiring 30 per cent. or up to a maximum of 49.9 per cent. of the voting rights attached to the issued share capital of the Company as a result of the IPO on the basis that the participation by the Rosenwald Associates in the IPO and the maximum controlling interest that the Rosenwald Associates concert party could have as a result of the IPO were disclosed in the IPO Prospectus.

So far as the Company is aware, none of the Rosenwald Associates (except possibly in Shore Capital's capacity as an exempt principal trader for the purposes of the Takeover Code) are shareholders in AJIT or AJG and, therefore, are not entitled to participate in either Scheme. Assuming that 65 million Ordinary Shares are issued pursuant to the AJIT Scheme and 65 million Ordinary Shares are issued pursuant to the AJG Scheme, the Rosenwald Associates' combined holding of Ordinary Shares would be reduced to 15.83 per cent. of the issued Ordinary Shares. If neither Scheme is completed, no such dilution will occur and neither James B. Rosenwald, III nor any other member of the Rosenwald Associates will be able to increase their aggregate percentage interest in the Company (in connection with the Placing Programme or otherwise) without triggering the requirement to make a cash offer for the outstanding Shares in the Company at the highest price paid by any of the Rosenwald Associates in the preceding 12 months, as provided for in Rule 9 of the Takeover Code.

If the Rosenwald Associates' aggregate percentage interest in the Company's voting interests is diluted as a result of the AJIT Scheme, the AJG Scheme, the Placing Programme or otherwise, the thresholds set out in paragraph 4.1 will apply to any future acquisitions of Shares by the Rosenwald Associates.

4.2 The Rosenwald Associates concert party

The following investors, defined as the "Rosenwald Associates", are regarded as acting in concert for the purposes of the Takeover Code:

• (a) James B. Rosenwald, III (together with his family and related trusts);
• (b) Gifford Combs (together with his related trust);
• (c) Paul ffolkes Davis;
• (d) Rosenwald Clients;
• (e) Rising Sun; and
• (f) Shore Capital.

The Rising Sun Management Team includes four key individuals, two of whom are shareholders in the Company, namely James B. Rosenwald, III and Paul ffolkes Davis (in each case together with their family and related trusts, associates and/or connected persons). They are considered to be acting in concert with each other because they are among the principals of the Investment Adviser. Details of the Investment Adviser and the biographies of these individuals is set out in Part 7 (Directors, Management and Administration) of the Prospectus.

James B. Rosenwald, III is a Portfolio Manager at Dalton and the President of Dalton's managing member, Rosenwald Capital. Dalton and Rosenwald Capital are the investment managers for the Rosenwald Clients. Accordingly, the Rosenwald Clients will be presumed to be acting in concert with James B. Rosenwald, III in relation to any interest acquired in the Company by the Rosenwald Clients (in each case either directly or through a custodian or nominee). As a result, the Rosenwald Clients are members of the Rosenwald Associates concert party.

James B. Rosenwald, III is a director of Shore Capital's ultimate parent company, Shore Capital Group Limited. Shore Capital is, therefore, considered to be acting in concert with him.

Each of the Directors and the Proposed Directors are considered to be independent of James B. Rosenwald, III and are, therefore, considered not to be acting in concert with James B. Rosenwald, III or any other member of the Rosenwald Associates concert party.

4.3 Share Buyback Authorisations

When a company redeems or purchases its own voting shares, under Rule 37 of the Takeover Code, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 of the Takeover Code. Rule 37 of the Takeover Code provides that, subject to prior consultation, the Takeover Panel will normally waive any resulting obligation to make a general offer if there is a vote of independent shareholders and a procedure along the lines of that set out in Appendix 1 to the Takeover Code is followed. Appendix 1 to the Takeover Code sets out the procedure which should be followed in obtaining the consent of independent shareholders. Under Note 1 on Rule 37.1 of the Takeover Code, a person who comes to exceed the limits in Rule 9.1 in consequence of a company's purchase of its own shares will not normally incur an obligation to make a mandatory offer unless that person is a director, or the relationship of the person with any one or more of the directors is such that the person is, or is presumed to be, acting in concert with any of the directors. The investment manager of an investment trust is treated for these purposes as if it were a director. Since Rising Sun is the Investment Adviser and James B. Rosenwald, III, Gifford Combs and Paul ffolkes Davis are principals of the Investment Adviser, the exception under Note 1 of Rule 37.1 of the Takeover Code will not apply to these persons.

The Company is currently authorised to make market purchases of up to 14.99 per cent. of the aggregate number of issued Ordinary Shares as at the date of this Prospectus. If the Company were to exercise any such authority then the shareholding of the Rosenwald Associates could increase, resulting in an increase in the percentage of voting interests held by the Rosenwald Associates.

4.4 Compulsory acquisition

Under sections 974 to 991 of the Act, if an offeror acquires or contracts to acquire (pursuant to a takeover offer) not less than 90 per cent. of the shares (in value and by voting rights) to which such offer relates it may then compulsorily acquire the outstanding shares not assented to the offer. It would do so by sending a notice to outstanding holders of shares telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for the outstanding holders of shares. The consideration offered to the holders whose shares are compulsorily acquired under the Act must, in general, be the same as the consideration that was available under the takeover offer.

In addition, pursuant to section 983 of the Act, if an offeror acquires or agrees to acquire not less than 90 per cent. of the shares (in value and by voting rights) to which the offer relates, any holder of shares to which the offer relates who has not accepted the offer may require the offeror to acquire its shares on the same terms as the takeover offer.

The offeror would be required to give any holder of shares notice of its right to be bought out within one month of that right arising. Sell-out rights cannot be exercised after the end of the period of three months from the last date on which the offer can be accepted or, if later, three months from the date on which the notice is served on the holder of shares notifying them of their sell-out rights. If a holder of shares exercises its rights, the offeror is bound to acquire those shares on the terms of the takeover offer or on such other terms as may be agreed.

4.5 Prohibition on frustrating actions

Pursuant to Rule 21.1 of the Takeover Code, where the offeree board has received an approach or has reason to believe that an offer might be imminent, the board of the offeree company must not, without shareholder consent first being obtained in general meeting:

• (a) take any action which may result in any offer or bona fide possible offer being frustrated; or the shareholders of the offeree company being denied the opportunity to decide on the merits of any offer or bona fide possible offer; or
• (b) amongst other matters, issue any shares, or issue or grant any options in respect of unissued shares, or create any securities carrying rights of conversion into shares, or sell or dispose of any asset of a material amount, or enter into contracts otherwise than in the ordinary course of business.

5. Interests of Directors, Proposed Directors, major shareholders and related party transactions

5.1 Directors' and Proposed Directors' interests

(a) Save as disclosed in the table below, neither any Director nor any Proposed Director has any interest, whether beneficial or non-beneficial, in the share or loan capital of the Company.

(b) The interests (all of which are or will be beneficial unless otherwise stated) of the Directors and the Proposed Directors (together with their connected persons) in the share capital of the Company are as follows:

A1.15.2

A1.14.2

A1.13.1

A1.13.2

		Percentage
	Ordinary	of issued
Director/Proposed Director		Shares share capital
Rosemary Morgan	40,000	0.04
Chetan Ghosh	40,000	0.04
Rachel Hill	115,791	0.10
Alicia Ogawa	25,000	0.02
Ayako Weissman	27,000	0.03
Claire Boyle	Nil	0.00
Noel Lamb	Nil	0.00

• (c) No Director of the Company and no Proposed Director has or has had any interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company which was effected by the Company since its incorporation.
• (d) No share or loan capital of the Company is under option or is agreed conditionally or unconditionally to be put under option.
• (e) There are no outstanding loans granted by the Company to any of the Directors or any Proposed Director nor is any guarantee provided by the Company for the benefit of any of the Directors or any Proposed Director.

5.2 Directors' contracts with the Company

All the Directors of the Company are non-executive and are engaged under a letter of appointment. It is the Board's policy that none of the Directors has a service contract. The terms of their appointment provide that a Director may be removed without notice in certain circumstances (including upon a failure to be re-elected at the Company's annual general meeting) and that no compensation will be due on leaving office.

The Directors are entitled to aggregate annual remuneration (including any contingent or deferred compensation but excluding expenses) payable and benefits in kind granted as follows:

Director	Fees
Rosemary Morgan	£41,000
Chetan Ghosh Rachel Hill	£33,000 £27,810
Alicia Ogawa	£27,810
Ayako Weissman	£27,810 ––––––––––––
Total	£157,430 –––––––––––– ––––––––––––

The aggregate amount of remuneration (including any contingent or deferred compensation but excluding expenses) payable and benefits in kind granted to the Directors for the financial year ended 31 December 2022 was approximately £157,430.

Subject to the completion of the AJIT Scheme, Claire Boyle will be appointed as a Director. Subject to the completion of the AJG Scheme, Noel Lamb will be appointed as a Director. If appointed, each Proposed Director will be entitled to receive a fee from the Company at such rate as may be determined in accordance with their appointment letter, subject to the restriction on the maximum aggregate fees payable to the Directors contained in the Articles. Initially, each Proposed Director would be entitled to a basic fee of £27,810 per annum for their services as a non-executive director.

The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. There is no amount set aside or accrued by the Company in respect of contingent or deferred compensation payments or any benefits in kind payable to the Directors. The Directors will however, be entitled to remuneration for any additional services provided by them which are beyond the scope of the services required pursuant to the terms of their letter of appointment, subject always to any overall cap on Directors' remuneration set out in the Articles.

The Articles specify that any new Directors appointed during the year must stand for election at the first annual general meeting following their appointment. Thereafter, each of the Directors is obliged to retire and, if they wish, offer themselves for re-election annually.

LR15.2.13 A1.14.1

A1.12.1

A1.12.2

Each Director was appointed in 2019, and each Director therefore most recently stood for election (and was elected as a director of the Company by shareholders) at the Company's Annual General Meeting on 8 June 2023.

5.3 Directors' and Proposed Directors' other interests

Over the five years preceding the date hereof, the Directors and the Proposed Directors have held the following directorships (apart from their directorships of the Company and AJIT respectively) and/or partnerships:

	Current directorships/ partnerships	Past directorships/ partnerships
Rosemary Morgan	JPMorgan Indian Investment Trust plc	Landau Forte Charitable Trust The London Library Pension Trustee Limited Schroder AsiaPacific Fund plc
Chetan Ghosh	None	None
Rachel Hill	Dragon Capital Markets (Europe) Limited DC Developing Market Strategies PLC Quaero Capital Funds (Lux)	Dalton Asia (Offshore Feeder) Fund Ltd. Talos Investment Fund SICAV
Alicia Ogawa	Misaki Engagement Fund Misaki Engagement Fund II Pure Earth Maureen and Mike Mansfield Foundation	Questhub
Ayako Weissman	Toshiba Corporation	SBI Holdings, Inc
Claire Boyle	abrdn Japan Investment Trust PLC Fidelity Special Values PLC The Monks Investment Trust PLC Life Science REIT PLC Herdwick Capital LLP
Noel Lamb	Rockwood Strategic plc Atlantis Japan Growth Fund Limited Guinness Asset Management Funds 55 Queen's Gate Ltd Trustee Hope for Youth (NI)	28 Harrington Gardens plc Irish Grouse Conservation Trust

Alicia Ogawa is currently a director of two funds operated by Misaki Capital Inc. Misaki Capital Inc. has an investment policy of investing in small cap Japanese companies and aims to achieve returns by working collaboratively with management to improve the business and therefore achieve value appreciation. Mrs Ogawa's principal responsibility for these funds is to oversee compliance and regulatory policies and she has no role in day-to-day investment decisions. Therefore, it is not anticipated that Mrs Ogawa's position as a director of Misaki Engagement Fund and Misaki Engagement Fund II will create a conflict of interest with her office as a Director.

Other than as discussed above, as at the date of this Prospectus there are no potential conflicts of interest between any of the Directors' or any of the Proposed Directors' duties to the Company and their private interests and/or other duties.

5.4 None of the Directors or the Proposed Directors in the five years before the date of this Prospectus have:

(a) any convictions in relation to fraudulent offences;

• (b) been associated with any bankruptcies, receiverships or liquidations of any partnership or company through acting in the capacity as a member of the administrative, management or supervisory body or as a partner, founder or senior manager of such partnership or company; and
• (c) any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) and have not been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of any issuer or from acting in the management or conduct of the affairs of any issuer.

The Company maintains directors' and officers' liability insurance on behalf of the Company at the expense of the Company.

5.5 Major Shareholders

As at 31 August 2023, being the latest practicable date prior to publication of this Prospectus, the Company has been formally notified of the following interests in the Company's Ordinary Shares, comprising three per cent. or more of the issued share capital of the Company:

LR6.14.1 A1.16.1

A1.16.3 A1.16.4

A1.16.2

A1.17.1

		Percentage of
	Ordinary	issued share
Shareholder	Shares	capital
Rosenwald Clients	38,460,001	34.03 per cent.
1607 Capital Partners, LLC	5,135,153	4.54 per cent.

Rosenwald Capital Management, Inc. and its affiliates and clients (together, the "Rosenwald Clients") hold 34.03 per cent. of the voting rights in the Company. The Rosenwald Clients are therefore able to exercise control over the Company to the extent that they are able to prevent special resolutions of the Company, which require a 75 per cent. majority to pass, from being passed. Although the Rosenwald Clients do not possess sufficient voting control to pass ordinary resolutions of the Company (which require a simple majority to pass) on their own, their position on the passing (or not) of ordinary resolutions is likely to have a significant bearing on whether such resolutions are passed.

So far as the Company is aware, no Rosenwald Client is a shareholder in AJIT or AJG and therefore no Rosenwald Client will acquire any New Shares pursuant to either Scheme. It is expected that the Rosenwald Clients will not participate in the Placing Programme and that, therefore, their interests in the Company will be diluted to 7.80 per cent. of the total issued share capital of the Company (assuming that 380 million Ordinary Shares are issued pursuant to the Schemes and the Placing Programme in aggregate). If that were to occur then Rosenwald alone would not be able to prevent special resolutions being passed, but would still possess significant influence over the passing (or not) of ordinary and special resolutions. There will be no dilution to the Rosenwald Clients' holding of Ordinary Shares as a result of the issue of any C Shares until the conversion of those C Shares into Ordinary Shares. The dilution of the Rosenwald Clients' holding at that point will be determined by the conversion ratio applied at that time.

Other than as set out above, the Company is not aware of any person who directly or indirectly, jointly or severally, exercises or could exercise control over the Company. The Company is not aware of any arrangement, the operation of which may at a subsequent date result in a change of control of the Company.

The Disclosure Guidance and Transparency Rules provide that certain persons (including Shareholders) will be obliged to notify the Company if the proportion of the Company's voting rights which they own reaches, exceeds or falls below specific thresholds (the lowest of which is currently three per cent.).

Major shareholders do not have any different voting rights from other shareholders.

5.6 Related party transactions

As at the date of this Prospectus, save for the Directors' appointment letters and the appointment letters of the Proposed Directors and the Investment Advisory Agreement, the Company is not a party to, nor has any interest in, any related party transaction.

6. Material contracts

The following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to which the Company is a party or which contains any provision under which the Company has any obligation or entitlement which is material to it at the date of this Prospectus.

A1.20.1

6.1 Facility agreement

The Company and The Northern Trust Company ("NT") entered into an overdraft facility agreement dated 27 April 2022, pursuant to which NT has made available a £30 million overdraft credit facility which the Company may use for investment and working capital purposes. The key terms of the facility are as follows:

• (a) the Company may not drawdown an amount under the facility agreement that exceeds 20 per cent. of the unencumbered daily traded, liquid and marketable assets held by the Company, excluding any single asset that comprises more than 10 per cent. of the Company's net asset value;
• (b) the facility agreement has no set termination date and is repayable within ten business days upon demand;
• (c) interest on amounts drawn down in sterling will be payable at a rate per annum equivalent to the Bank of England base rate, subject to a floor of 0, plus 1.95 per cent.;
• (d) interest on amounts drawn down in Japanese Yen will be payable at a rate per annum equivalent to the Bank of Japan Target Rate, subject to a floor of 0, plus 1.95 per cent.;
• (e) interest on amounts drawn down in other currencies will be payable at a rate per annum generally equivalent to the rate per annum which the custodian or sub-custodian in the relevant local market would charge NT for overdraft borrowings;
• (f) the Company may not take on any other form of financial indebtedness without NT's consent;
• (g) an annual administrative fee of £5,000 will be charged upon each anniversary of the date of execution of the facility agreement and such amount will be debited from the relevant account on the date it becomes due; and
• (h) the facility agreement is governed by the laws of England and Wales.

6.2 Investment Advisory Agreement

The Company, the AIFM and Rising Sun entered into the Investment Advisory Agreement on 7 January 2020, pursuant to which Rising Sun provides investment advisory services to the AIFM and the Company, and will be entitled to receive from the Company, in respect of the services provided under the Investment Advisory Agreement, a fee as described in further detail below. The Investment Advisory Agreement was amended and restated on 1 September 2023.

A summary of the key terms of the Investment Advisory Agreement is as follows:

• (a) the Company may terminate the Investment Advisory Agreement without cause by providing at least 12 months' written notice to Rising Sun, provided that no such notice may be given within the first four years from the IPO Admission Date;
• (b) if the Investment Advisory Agreement is terminated by the Company on such notice referred to in paragraph (a) above on or prior to the third anniversary of the AJIT Scheme Effective Date (or in other limited circumstances), the Investment Adviser will be entitled to a payment of up to an amount equal to the Rising Sun AJIT Scheme Contribution (in addition to any other amounts owed under the Investment Advisory Agreement), as compensation for the contribution of the Investment Adviser to the costs of the AJIT Scheme payable by AJIT (the "AJIT Scheme Reimbursement Amount"). The amount of the AJIT Scheme Reimbursement Amount will amortise daily on a three-year basis with effect from the AJIT Scheme Effective Date;
• (c) if the Investment Advisory Agreement is terminated by the Company on such notice referred to in paragraph (a) above on or prior to the third anniversary of the AJG Scheme Effective Date (or in other limited circumstances), the Investment Adviser will be entitled to a payment of up to an amount equal to the Rising Sun AJG Scheme Contribution (in addition to any other amounts owed under the Investment Advisory Agreement), as compensation for the contribution of the

Investment Adviser to the costs of the AJG Scheme payable by AJG (the "AJG Scheme Reimbursement Amount"). The amount of the AJG Scheme Reimbursement Amount will amortise daily on a three-year basis with effect from the AJG Scheme Effective Date;

• (d) the Company may also terminate the Investment Advisory Agreement by giving at least three months' written notice if James B. Rosenwald, III ceases to be engaged by Rising Sun or is otherwise unable to continue his role as head of Rising Sun's investment team and Rising Sun fails to appoint a replacement, satisfactory to the Company, within a period of 60 days;
• (e) Rising Sun may terminate the Investment Advisory Agreement without cause by providing at least 12 months' written notice to the AIFM and the Company, provided that no such notice may be given within the first four years from the IPO Admission Date;
• (f) the Company and/or the AIFM may terminate the appointment of Rising Sun under the Investment Advisory Agreement with immediate effect for cause (including where Rising Sun has committed a material breach of any obligation of the Investment Advisory Agreement (including the service standards provided for therein) where such breach is capable of remedy and has not been remedied within 60 days, where Rising Sun is guilty of wilful misfeasance, gross negligence or fraud or becomes subject to insolvency proceedings);
• (g) Rising Sun may terminate the Investment Advisory Agreement on three months' notice in the event of a change of control of the Company or a material change in the Investment Policy which has not been approved by Rising Sun;
• (h) Rising Sun is entitled to an annual fee to be calculated as 0.85 per cent. of Net Asset Value of the Company, based on the latest available Net Asset Value on the first Business Day of the relevant quarter, exclusive of VAT and paid quarterly in advance. The Company will also reimburse Rising Sun for expenses properly incurred by Rising Sun in the performance of its obligations under the Investment Advisory Agreement however Rising Sun will pay any amounts due to Dalton Advisory KK for the provision of research and data analysis services to Rising Sun;
• (i) the Company has also granted Rising Sun and certain other indemnified parties a customary indemnity against losses which may arise in relation to Rising Sun's performance of its duties under the Investment Advisory Agreement;
• (j) Rising Sun has agreed to exercise such skill and care in performing and observing its duties and obligation under the Investment Advisory Agreement as could reasonably be expected of a person or firm experienced and skilled in the provision of investment advice relating to acquisition of investments in Japan which are consistent with the Investment Policy from time to time. In particular, Rising Sun will use commercially reasonable efforts to ensure that it has a suitably qualified senior management team which has appropriate experience; and
• (k) the Investment Advisory Agreement is governed by the laws of England and Wales.

6.3 AIFM Agreement

The Company and the AIFM entered into the AIFM Agreement on 7 January 2020, pursuant to which the AIFM was appointed as the alternative investment fund manager to the Company, as defined in the UK AIFM Directive.

A summary of the key terms of the AIFM Agreement is as follows:

• (a) FundRock Management Company (Guernsey) Limited is entitled with effect from the IPO Admission Date, to an annual fee calculated at a rate of 0.04 per cent. per annum of Net Asset Value up to £250 million, plus 0.025 per cent. per annum of Net Asset Value in excess of £250 million. The AIFM fee is subject to a minimum fee of £70,000 per annum. In addition, there will be a reporting cost of £3,000 per annum per EEA jurisdiction in which the Company is marketed (if any);
• (b) the AIFM is entitled to be reimbursed for out-of-pocket expenses reasonably and properly incurred by it at the request of the Company in the performance of its duties. However, the AIFM will be responsible for the payment of its expenses relating to overhead costs and compensation of its employees;
• (c) the AIFM Agreement will continue in force until terminated by either the AIFM or the Company by giving to the other no less than sixth months' prior written notice. The AIFM Agreement may be

terminated earlier by either party with immediate effect in certain circumstances, including, if the other party will go into liquidation or an order will be made or a resolution will be passed to put the other party into liquidation or the other party has committed a material breach of any obligation in the AIFM Agreement, and, in the case of a breach which is capable of remedy, fails to remedy it within 30 days;

• (d) the AIFM will maintain, at its cost, professional indemnity insurance to cover any professional liability which it may incur under the AIFM Agreement, with a limit not less than £5,000,000;
• (e) the Company has granted to the AIFM and certain other indemnified parties, a customary indemnity against losses which may arise in relation to the AIFM's performance of its duties under the AIFM Agreement; and
• (f) the AIFM Agreement is governed by the laws of England and Wales.

6.4 Administration Agreement

The Company is a party to an Administration Agreement with Apex Listed Companies Services (UK) Limited dated 7 January 2020 pursuant to which the Administrator provides day-to-day administration of the Company and acts as company secretary and administrator to the Company including: company secretarial and administrative services; assistance with the implementation of corporate governance and other compliance requirements; daily calculation of Net Asset Value of the Shares; maintenance of adequate accounting records and management information; preparation of the audited annual financial statements and the unaudited interim report and publication of the same through a Regulatory Information Service; assisting with the preparation and submission of necessary tax returns; and provision of registered office services.

A summary of the key terms of the Administration Agreement is as follows:

• (a) the Administrator is entitled to an annual administration fee calculated at a rate of 0.06 per cent. per annum of Net Asset Value up to, and including, £100 million plus 0.035 per cent. per annum of Net Asset Value in excess of £100 million. The administration fee is subject to a minimum fee of £5,000 per month. In respect of its role as company secretary, the Administrator is entitled to receive an annual company secretarial fee of £55,000. All fees are stated exclusive of VAT;
• (b) the Administrator may, in addition, be entitled to additional fees in connection with each additional secondary raise (including issues of C Shares);
• (c) the Administrator is also entitled to reimbursement of reasonable and properly incurred third party expenses;
• (d) either party may terminate the Administration Agreement on six months' written notice. The agreement is also subject to immediate termination on the occurrence of certain events, including material and continuing breach or insolvency;
• (e) the Company has granted to the Administrator and certain other indemnified parties, a customary indemnity against losses which may arise in relation to the Administrator's performance of its duties under the Administration Agreement; and
• (f) the Administration Agreement is governed by English law.

6.5 Sponsor and Placing Agreement

In connection with the Placing Programme, the Company, the Directors, the Proposed Directors, Rising Sun, Shore Capital and Berenberg entered into the Sponsor and Placing Agreement on 1 September 2023. The Sponsor and Placing Agreement is conditional on the satisfaction of certain conditions that are typical for an agreement of this nature, including without limitation the respective Admissions occurring.

The principal terms of the Sponsor and Placing Agreement are as follows:

(a) each of Shore Capital and Berenberg has agreed, subject to certain conditions and as agent of the Company, to use their reasonable endeavours to procure Placees to subscribe for Shares under a Placing at the Placing Programme Price. No Placing is being underwritten;

• (b) Berenberg has agreed, subject to certain conditions, to act as sponsor to the Company in connection with the Migration;
• (c) provided the Sponsor and Placing Agreement becomes unconditional, Berenberg will be entitled to receive a corporate finance fee and Shore Capital and Berenberg will be entitled to receive a placing commission (which will be calculated by reference to the gross proceeds of the relevant Placing);
• (d) Shore Capital and Berenberg will be reimbursed by the Company for certain of their properly incurred costs and expenses of and incidental to the Placing Programme and related arrangements together with any applicable VAT;
• (e) the placing commission and the expenses incurred by Shore Capital and Berenberg in connection with the Placing Programme may be deducted from the placing proceeds received by Shore Capital and Berenberg respectively in respect of the Placing Programme;
• (f) the Company has given certain warranties to Shore Capital and Berenberg as to the accuracy of the information in this Prospectus and as to other matters relating to the Company. Rising Sun has also given certain warranties to Shore Capital and Berenberg as to certain information in this Prospectus and as to itself. The Directors and the Proposed Directors have also given certain warranties to Berenberg and Shore Capital as to certain information in this Prospectus and as to themselves. The Company has given an indemnity to Shore Capital and Berenberg in respect of any losses or liabilities arising out of the proper performance by Shore Capital and Berenberg of their duties under the Sponsor and Placing Agreement. Rising Sun has given an indemnity to Shore Capital and Berenberg in respect of warranties given by Rising Sun under the Sponsor and Placing Agreement.
• (g) Shore Capital and Berenberg may terminate the Sponsor and Placing Agreement (in respect of its own obligations) in certain circumstances, including for a material breach of the warranties referred to above; and
• (h) the Sponsor and Placing Agreement is governed by the laws of England and Wales.

6.6 Registrar's Agreement

The Company entered into the Registrar's Agreement on 16 December 2019 with the Registrar whereby the Registrar has agreed to provide registrar services to the Company. The fees payable to the Registrar are based on the number of transactions plus properly incurred expenses, subject to a minimum basic annual registration fee of £4,800. The Registrar's Agreement contains certain standard indemnities from the Company in favour of the Registrar and from the Registrar in favour of the Company. The Registrar's liabilities under the Registrar's Agreement are subject to a financial limit. The Registrar's Agreement is governed by the laws of England and Wales.

6.7 AJIT Scheme Receiving Agent's Agreement

The AJIT Scheme Receiving Agent's Agreement is dated 1 September 2023 between the Company and the Receiving Agent whereby the Receiving Agent has agreed to act as receiving agent in relation to the AJIT Scheme. The fees payable to the Receiving Agent are based on the number of AJIT Scheme Elections received and are subject to a minimum fee of £10,000 plus VAT. The agreement contains certain standard indemnities from the Company in favour of the Receiving Agent and from the Receiving Agent in favour of the Company. The Receiving Agent's liability under the agreement is subject to a financial limit. The AJIT Scheme Receiving Agent's Agreement is governed by the laws of England and Wales.

6.8 AJG Scheme Receiving Agent's Agreement

The AJG Scheme Receiving Agent's Agreement is dated 1 September 2023 between the Company and the Receiving Agent whereby the Receiving Agent has agreed to act as receiving agent in relation to the AJG Scheme. The fees payable to the Receiving Agent are based on the number of AJG Scheme Elections received and are subject to a minimum fee of £10,000 plus VAT. The agreement contains certain standard indemnities from the Company in favour of the Receiving Agent and from the Receiving Agent in favour of the Company. The Receiving Agent's liability under the agreement is subject to a financial limit. The AJG Scheme Receiving Agent's Agreement is governed by the laws of England and Wales.

6.9 Custodian Agreement

The Custodian Agreement is dated 24 December 2019 between the Company and The Northern Trust Company pursuant to which the Custodian is appointed as the custodian of the Company's cash and securities.

The principal terms of the Custodian Agreement are as follows:

• (a) the Custodian will hold and safeguard the assets and collect distributions, principal and other monetary and non-monetary rights and advantages when due;
• (b) the Custodian may register, or procure the registration of, legal title to securities in the name of a nominee company, the Custodian, an agent, any settlement system, clearing agency, central depository, federal entry account system or similar system, or such other name as the Custodian considers appropriate;
• (c) the Custodian may appoint as its agent one or more sub-custodians located in any part of the world to hold the assets of any separate account established by the Company for investment in foreign securities. The Custodian will exercise due skill, care and diligence in the selection, appointment and periodic review of sub-custodians and arrangements for the holding and safekeeping of the Company's assets;
• (d) the Custodian is entitled to be paid customary fees as set out in paragraph 4.4 of Part 7 (Directors, Management and Administration), which will be invoiced monthly in arrear;
• (e) the Company will reimburse the Custodian for all expenses the Custodian reasonably incurs in connection with the proper performance of its duties;
• (f) the Custodian has agreed to indemnify the Company in respect of losses which are a direct result of the negligence, wilful default or fraud of the Custodian or a sub-custodian;
• (g) the Company has agreed to indemnify the Custodian, its affiliates and respective directors, officers and employees from all losses and claims arising out of or in connection with any matter which per the terms of the Custodian Agreement the Custodian is protected, not liable or not responsible, or otherwise in respect of any act or omission of the Custodian in the absence of the Custodian's bad faith, negligence, wilful default or fraud;
• (h) the Custodian Agreement is terminable upon 30 days' written notice from one party to the other; and
• (i) the Custodian Agreement is governed by the laws of England and Wales.

6.10 Prime Brokerage Agreement

The Prime Brokerage agreement is dated 7 January 2020 between the Company and J.P. Morgan Securities PLC whereby J.P. Morgan Securities PLC has agreed to act as prime broker to the Company.

J.P. Morgan, provides international prime brokerage services to the Company under the terms of the Prime Brokerage Agreement entered into between the Company and the Prime Broker for itself and as agent and trustee for certain other members of the J.P. Morgan group of companies (the "J.P. Morgan Entities"). These services may include the provision to the Company of clearing, settlement and share borrowing facilities. The Company may also utilise the Prime Broker, other J.P. Morgan Entities and other brokers and dealers for the purposes of executing transactions for the Company.

The Prime Broker provides a custody service for the safe-keeping of assets provided under or pursuant to the terms of the Prime Brokerage Agreement and/or may arrange for such assets to be held by an affiliate or third party as custodian or sub-custodian, on the terms set out in the Prime Brokerage Agreement.

A4.5.2

Where J.P. Morgan acts as custodian it will open, or cause to be opened in its books and records one or more prime brokerage account(s) for the recording of the Company's assets. The title to such prime brokerage account(s) will make clear that assets recorded in the prime brokerage account(s) belong to the Company and are segregated from J.P. Morgan's own assets. J.P. Morgan will register or record legal title to the Company's assets in any name permitted by the rules of the FCA. In the event that any of the Company's investments are registered in the name of the Prime Broker where, due to the nature of the law or market practice of jurisdictions outside the United Kingdom, it is in the Company's best interests so to do or it is not feasible to do otherwise, such investments may not be segregated from the Prime Broker's own investments and in the event of the Prime Broker's default may not be as well protected.

Where the Prime Broker holds or receives on the Company's behalf cash as margin it will not be treated by the Prime Broker as client money and will not be subject to the client money protections conferred by the FCA's Client Money Rules. As a consequence, the Company's cash will not be segregated from the Prime Broker's own cash and will be used by the Prime Broker in the course of its investment business, and the Company will therefore rank as one of the Prime Broker's general creditors in relation thereto. The Company may from time to time call for the redelivery of cash provided it meets the margin requirements.

As continuing security for the due payment and discharge by the Company of its obligations under the Prime Brokerage Agreement the Company has agreed to charge by way of first fixed charge, and assign by way of security, in J.P. Morgan's favour for itself and as agent and trustee for each other J.P. Morgan Entity with full title guarantee and free from any adverse interest whatsoever and in priority to all other security whatsoever, certain rights, title and interests, including all rights, title and interests in any property held by the Prime Broker or any other J.P. Morgan Entity. J.P. Morgan may also apply any cash or assets credited to the Company's accounts with the Prime Broker or any other J.P. Morgan Entity as margin, collateral or credit support.

The Company's assets transferred to J.P. Morgan may be borrowed, lent or otherwise used by the Prime Broker for its own purposes or for the account of J.P. Morgan's clients to the extent permitted under applicable law, whereupon such investments will become the absolute property of the Prime Broker (or that of its transferee) and the Company will have a right against the Prime Broker for the return of equivalent assets. In the event of J.P. Morgan's insolvency the Company will accordingly be a general unsecured creditor of J.P. Morgan in respect of J.P. Morgan's obligation to return equivalent assets and the Company may not therefore be able to obtain such equivalent assets in full.

Neither the Prime Broker nor any J.P. Morgan Entity nor any of their affiliates, directors officers or employees will be liable for any loss suffered by the Company under or in connection with the Prime Brokerage Agreement unless and to the extent such loss is caused directly by the gross negligence, fraud or wilful default of the Prime Broker or such J.P. Morgan Entity, affiliate, officer or employee. The Company has agreed to reimburse, hold harmless and indemnify the Prime Broker, each J.P. Morgan Entity, their affiliates and each of their respective directors, officers and employees for any and all losses arising out of or in connection with the Prime Brokerage Agreement and unless and to the extent that the gross negligence, fraud or wilful default of the Prime Broker or such J.P. Morgan Entity has caused such loss.

J.P. Morgan and the Company are each entitled to terminate the Prime Brokerage Agreement upon not less than 30 calendar days' prior notice and J.P. Morgan may terminate the Prime Brokerage Agreement with immediate effect upon the occurrence of an event of default or the good faith determination of J.P. Morgan that the performance of an action would be unlawful, provided, however, that the termination of the Prime Brokerage Agreement will be without prejudice, amongst other matters, to the accrued rights and obligations of the parties under the Prime Brokerage Agreement.

The Prime Broker is a service provider to the Company and is not responsible for the preparation of this Prospectus or the activities of the Company and, therefore, accepts no responsibility for any information contained in this Prospectus. The Prime Broker will not participate in the investment decision-making process. The Prime Brokerage Agreement is governed by English law.

6.11 Dalton MoU

The Company entered into the Dalton MoU on 2 June 2022 with the Investment Adviser and Dalton Investments, Inc. ("Dalton"). The Dalton MoU regulates the manner in which the Company, the Investment Adviser and Dalton operate when the Company and the Dalton Investors make investments in, and dispose of, their respective investments in companies listed on the Tokyo Stock Exchange in which the Company and the Dalton Investors invest. The principal terms of the Dalton MoU are set out in the paragraph headed "Conflicts policy and procedures regarding overlapping investments between the Company and Dalton Investors" in Part 7 of this Prospectus. The Dalton MoU is governed by the laws of England and Wales.

6.10 AJIT Transfer Agreement

If the AJIT Scheme becomes effective, the Company and the AJIT Liquidators (in their personal capacity and on behalf of AJIT) will enter into the AJIT Transfer Agreement on or around the AJIT Scheme Effective Date pursuant to which the AJIT Rollover Pool will be transferred to the Company in consideration for the issue of New Shares to the holders of AJIT Rollover Shares. Each of the parties to the AJIT Transfer Agreement will agree with and undertake to the others that, so far as may be within its respective powers, it will implement the AJIT Scheme in accordance with its terms.

The AJIT Transfer Agreement is governed by the laws of England and Wales.

6.11 AJG Transfer Agreement

If the AJG Scheme becomes effective, the Company and the AJG Liquidators (in their personal capacity and on behalf of AJG) will enter into the AJG Transfer Agreement on or around the AJG Scheme Effective Date pursuant to which the AJG Rollover Pool will be transferred to the Company in consideration for the issue of New Shares to the holders of AJG Rollover Shares. Each of the parties to the AJG Transfer Agreement will agree with and undertake to the others that, so far as may be within its respective powers, it will implement the AJG Scheme in accordance with its terms.

The AJG Transfer Agreement is governed by the laws of England and Wales.

6.12 AJG Scheme Transaction Agreement

Pending publication of the AJG Circular, the Company and AJG have entered into the AJG Scheme Transaction Agreement. Pursuant to the AJG Scheme Transaction Agreement, subject to receipt of relevant tax clearances, AJG has undertaken to use all reasonable endeavours to (i) publish the AJG Circular by 15 September 2023; and (ii) to implement the AJG Scheme in accordance with the terms of the AJG Scheme set out in Part 12 (The AJG Scheme) of this Prospectus (subject to the conditions set out therein).

The AJG Scheme Transaction Agreement is governed by the laws of England and Wales.

7. Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had, in the recent past, significant effects on the Company or the Company's financial position or profitability in the last twelve months.

A1.18.6.1

A1.18.7.1

A1.1.4 A11.1.4

8. No Significant change

As at the date of this Prospectus, there has been no significant change in either the financial position or financial performance of the Company since 30 June 2023, being the latest date at which financial information (incorporated by reference into this Prospectus) has been published by the Company.

9. Third party information and consents

Shore Capital and Berenberg, as joint bookrunners (and, in the case of Berenberg only, as FCA sponsor in connection with the Migration) have given and not withdrawn their written consent to the inclusion in this Prospectus of references to their names in the form and context in which it appears.

FundRock Management Company (Guernsey) Limited, as AIFM, has given and not withdrawn its written consent to the inclusion in this Prospectus of references to its name in the form and context in which it appears.

Rising Sun as Investment Adviser has given and not withdrawn its written consent to the inclusion in this Prospectus of references to its name in the form and context in which it appears.

The Investment Adviser accepts responsibility for the information contained in Part 8 (Investment Approach, Strategy and Process), and paragraph 3 of Part 7 (Directors, Management and Administration) of this Prospectus (the "Investment Adviser Responsibility Sections"). To the best of the Investment Adviser's knowledge, each of the Investment Adviser Responsibility Sections is in accordance with the facts and makes no omission likely to affect its import. All such information is included in this Prospectus, in the form and context in which it appears, with the consent of the Investment Adviser.

Certain information contained in this Prospectus has been sourced from third parties. The sources of such information are provided throughout this Prospectus where used. Such information has been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

10. General

The Company is not dependent on patents or licences, industrial, commercial or financial contracts or new manufacturing processes which are material to the Company's business or profitability.

No application is being made for the Shares to be listed or dealt in on any stock exchange or investment exchange other than the London Stock Exchange.

The publication or delivery of this Prospectus will not under any circumstances imply that the information contained in this Prospectus is correct as at any time subsequent to the date of this Prospectus or that there has not been any change in the affairs of the Company since that date.

As at the date of the Prospectus the Company has no subsidiaries but may form one or more subsidiaries for the purposes of its business.

LR6.7.1 A11.3.1

A11.3.2

11. Working capital

In the Company's opinion, the Company's working capital is sufficient for the Company's present requirements (that is for at least 12 months following the date of this Prospectus).

12. Capitalisation and indebtedness

Details of capitalisation are set out in paragraph 2.2 of this Part 15. As at the date of this Prospectus, the Company had no guaranteed and unguaranteed, secured and unsecured indebtedness.

There are no indirect or contingent liabilities.

Capitalisation

The following table shows the Company's unaudited capitalisation as at 31 July 2023, derived from the Company's unaudited management accounts as at that date:

	Unaudited as at 31 July 2023 £'000
Total current debt (including current portion of non-current debt)	0.0
Guaranteed	0.0
Secured	0.0
Unguaranteed/unsecured	0.0
Total non-current debt (excluding current portion of non-current debt)	0.0
Guaranteed	0.0
Secured	0.0
Unguaranteed/unsecured	0.0

	Unaudited as at
	31 July 2023
	£'000
Shareholder equity
Share capital	116,478.5
Legal reserve(s)	0.0
Other reserves	51,280.0 ––––––––––––
Total	167,758.5 ––––––––––––
	––––––––––––

There has been no material change in the capitalisation of the Company since 31 July 2023.

Indebtedness

The following table shows the Company's unaudited indebtedness as at 31 July 2023, derived from the Company's unaudited management accounts as at that date:

A1.18.3.3

A1.21.1

	Unaudited as at 31 July 2023 £'000
A Cash B Cash equivalents C Other current financial assets	475.7 3,125.4 0.0 ––––––––––––
D Liquidity (A) + (B) + (C)	3,601.1 ––––––––––––
E Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)	0.0 ––––––––––––
F Current portion of non-current financial debt G Current financial indebtedness (E+F) H Net current financial indebtedness (G-D)	0.0 0.0 0.0 ––––––––––––
I Non-current financial debt (excluding current portion and debt instruments)	0.0 ––––––––––––
J Debt instruments	0.0 ––––––––––––
K Non-current trade and other payables L Non-current financial indebtedness (I+J+K)	0.0 0.0 ––––––––––––
M Total financial indebtedness (H+L)	0.0 ––––––––––––

There has been no material change in the indebtedness of the Company since 31 July 2023.

13. Availability of this Prospectus

A copy of this Prospectus will be available for inspection at The National Storage Mechanism which is located at https://data.fca.org.uk/a/nsm/nationalstoragemechanism and, for as long as Shares are available for issue under this Prospectus, copies of this Prospectus are available for collection, free of charge, from the Company's registered office. The Prospectus will also be available on the Company's website – www.nipponactivevaluefund.com.

14. Documents on display

The following documents will be available for inspection between 9.00 a.m. and 5.00 p.m. on any day (Saturdays, Sundays and public holidays excepted) at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL, from the date of this Prospectus until the end of the Placing Programme:

• (a) this Prospectus;
• (b) the Memorandum and Articles;
• (c) the audited reports and accounts of the Company for (i) the financial period from the Company's incorporation on 22 October 2019 ended 31 December 2020; (ii) the year ended 31 December 2021; and (iii) the year ended 31 December 2022; and
• (d) the 2023 Interim Report.

These documents will also be available on the Company's website.

PART 16

DEFINITIONS AND INTERPRETATION

1. Definitions

In this Prospectus, unless the context otherwise requires, the expressions as set out below will bear the following meanings:

2023 Interim Report	the unaudited report and accounts of the Company for the six months ended 30 June 2023;
Accredited Investor/AI	any "accredited investor" within the meaning of Rule 501 of Regulation D;
Act	the Companies Act 2006, as amended from time to time;
Administration Agreement	the company secretarial and administration agreement between the Company and the Administrator, a summary of which is set out in paragraph 6.4 of Part 15 (General Information) of this Prospectus;
Administrator	Apex Listed Companies Services (UK) Limited;
Admission	means admission of any New Shares to be issued pursuant to the AJIT Scheme, the AJG Scheme or the Placing Programme to the Official List and to trading on the premium segment of the Main Market (or in the case of the Placing Programme only, and only if the Migration is not completed, an admission of any New Shares to trading on the Specialist Fund Segment) becoming effective in accordance with the Listing Rules and the admission and/or disclosure standards of the London Stock Exchange, as the context may require;
AGM	an annual general meeting of the Company;
AIC	the Association of Investment Companies;
AIC Code	the Association of Investment Companies' Code of Corporate Governance, as amended from time to time;
AIF	alternative investment fund, as defined in the UK AIFM Directive;
AIFM	alternative investment fund manager, as defined in the UK AIFM Directive;
AIFM Agreement	the agreement between the Company and the AIFM, a summary of which is set out in paragraph 6.3 of Part 15 (General Information) of this Prospectus;
AIFM Regulations	the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773);
AIFM Rules	the UK AIFM Directive, and all applicable rules and regulations implementing the AIFM Directive in the UK, including without prejudice to the generality of the foregoing the AIFM Regulations and all relevant provisions of the FCA Rules;
AI/QP Investor Letter	an Accredited Investor/Qualified Purchaser investor letter, the form of which is annexed to this Prospectus;

AJG	Atlantis Japan Growth Fund Limited;
AJG Cash Option	the option for AJG Shareholders to receive cash under the terms of the AJG Scheme;
AJG Cash Option Discount	2 per cent. of the AJG FAV per Share;
AJG Cash Pool	the pool of assets attributable to AJG Cash Shares;
AJG Cash Pool NAV	the AJG FAV per Share multiplied by the total number of AJG Cash Shares, minus the AJG Cash Option Discount multiplied by the total number of AJG Cash Shares;
AJG Cash Shares	AJG Shares elected, or deemed to have elected for the AJG Cash Option;
AJG Circular	the circular to be sent to AJG Shareholders containing details of the AJG Scheme and convening the AJG EGM;
AJG Directors	the directors of AJG;
AJG EGM	the extraordinary general meeting of AJG to be convened in connection with the AJG Scheme (or any adjournment thereof);
AJG FAV	means the difference between the Residual AJG Net Asset Value and the AJG Cash Pool NAV;
AJG FAV per Share	the AJG FAV divided by the total number of the AJG Rollover Shares (expressed in pence and rounded down to six decimal places);
AJG Liquidation Pool	the pool of cash and other assets to be retained by the AJG Liquidators in connection with the AJG Scheme to meet all known and unknown liabilities of AJG and other contingencies;
AJG Liquidators	the liquidators of AJG to be appointed in connection with the implementation of the AJG Scheme;
AJG NAV	the net asset value of AJG as at the AJG Scheme Calculation Date, determined in accordance with the normal accounting principles adopted by AJG from time to time;
AJG Rollover Option	the option for AJG Shareholders to elect to receive New Shares under the terms of the AJG Scheme;
AJG Rollover Pool	the pool of cash and other assets to be established under the AJG Scheme to be transferred to the Company pursuant to the AJG Transfer Agreement;
AJG Rollover Shares	AJG Shares elected, or deemed to have elected, for the AJG Rollover Option;
AJG Scheme	the proposed scheme of reconstruction and voluntary winding up of AJG under section 391(1)(b) of the Companies (Guernsey) Law, 2008;
AJG Scheme Calculation Date	means the time and date to be determined by the Directors and the AJG Directors, at which AJG's assets and liabilities will be determined for the creation of the AJG Liquidation Pool, the AJG Cash Pool and the AJG Rollover Pool, and at which the Residual AJG Net Asset Value, the Residual Net Asset Value per AJG Share,

	the AJG FAV per Share, the AJG Scheme Company FAV per Share, the AJG Cash Pool NAV and the Cash NAV per AJG Share will be calculated for the purposes of the AJG Scheme;
AJG Scheme Company FAV	means the Company's NAV as at the AJG Scheme Calculation Date in accordance with its normal accounting policies, on a cum income basis as adjusted for debt calculated at fair value post the costs of the proposals and adjusted to exclude any dividends declared but not paid prior to the AJG Scheme Effective Date by the Company to Shareholders;
AJG Scheme Company FAV per Share	means the AJG Scheme Company FAV divided by the number of Shares in issue (excluding treasury shares) at the AJG Scheme Calculation Date (expressed in pence and rounded down to six decimal places);
AJG Scheme Effective Date	the date on which the AJG Scheme becomes effective as determined by the terms of the AJG Scheme;
AJG Scheme Election	the choice made by an AJG Shareholder for the AJG Rollover Option and/or the AJG Cash Option pursuant to the AJG Scheme (including, where the context so permits, a deemed choice for the AJG Rollover Option or the AJG Cash Option) and any reference to "elect" or "election" shall, except where the context requires otherwise, mean "elect or is deemed to elect" or "election or deemed election", respectively;
AJG Scheme Receiving Agent's Agreement	the receiving agent's agreement between the Company and the Receiving Agent in relation to the AJG Scheme, a summary of which is set out in paragraph 6.8 of Part 15 (General Information) of this Prospectus;
AJG Scheme Transaction Agreement	the transaction agreement between the Company and AJG relating to the conduct of the AJG Scheme, a summary of which is set out in paragraph 6.12 of Part 15 (General Information) of this Prospectus;
AJG Shareholders	holders of AJG Shares;
AJG Shares	ordinary shares of no par value each in capital of AJG;
AJG Transfer Agreement	the agreement for the transfer of assets from AJG to the Company pursuant to the AJG Scheme;
AJIT	abrdn Japan Investment Trust plc;
AJIT Cash Option	the option for AJIT Shareholders to receive cash under the terms of the AJIT Scheme;
AJIT Cash Option Discount	2 per cent. of the AJIT FAV per Share;
AJIT Cash Pool	the pool of assets attributable to AJIT Cash Shares excluding the assets attributable to any AJIT Cash Shares held by Dissenting AJIT Shareholders;
AJIT Cash Pool NAV	the AJIT FAV per Share multiplied by the total number of AJIT Cash Shares, minus the AJIT Cash Option Discount multiplied by the total number of AJIT Cash Shares;

AJIT Cash Shares	AJIT Shares elected, or deemed to have elected, for the AJIT Cash Option;
AJIT Circular	the circular to be sent to AJIT Shareholders containing details of the AJIT Scheme and convening the AJIT General Meetings;
AJIT Directors	the directors of AJIT;
AJIT FAV	means the difference between the Residual AJIT Net Asset Value and the AJIT Cash Pool NAV;
AJIT FAV per Share	the AJIT FAV divided by the total number of the AJIT Rollover Shares (expressed in pence and rounded down to six decimal places);
AJIT Form of Election	the form of election for use by AJIT Shareholders in connection with the AJIT Scheme;
AJIT General Meetings	means the First AJIT General Meeting and the Second AJIT General meeting;
AJIT Interim Dividend	the interim dividend to be paid by AJIT to AJIT Shareholders prior to winding-up in order to meet the requirements on AJIT as an investment trust;
AJIT Liquidation Pool	the pool of cash and other assets to be retained by the AJIT Liquidators in connection with the AJIT Scheme to meet all known and unknown liabilities of AJIT and other contingencies;
AJIT Liquidators	the liquidators of AJIT to be appointed in connection with the implementation of the AJIT Scheme;
AJIT NAV	the net asset value of AJIT as at the AJIT Scheme Calculation Date, determined in accordance with the normal accounting principles adopted by AJIT from time to time;
AJIT Rollover Option	the option for AJIT Shareholders to elect to receive New Shares under the terms of the AJIT Scheme;
AJIT Rollover Pool	the pool of cash and other assets to be established under the AJIT Scheme to be transferred to the Company pursuant to the AJIT Transfer Agreement;
AJIT Rollover Shares	AJIT Shares elected, or deemed to have elected, for the AJIT Rollover Option;
AJIT Scheme	the scheme of reconstruction of AJIT under section 110 of the Insolvency Act 1986;
AJIT Scheme Calculation Date	means the time and date to be determined by the Directors and the AJIT Directors (but expected to be 5.00 p.m. on 6 October 2023), at which AJIT's assets and liabilities will be determined for the creation of the AJIT Liquidation Pool, the AJIT Cash Pool and the AJIT Rollover Pool, and at which the Residual AJIT Net Asset Value, the Residual Net Asset Value per AJIT Share, the AJIT FAV per Share, the AJIT Scheme Company FAV per Share, the AJIT Cash Pool NAV and the Cash NAV per AJIT Share will be calculated for the purposes of the AJIT Scheme;
AJIT Scheme Company FAV	means the Company's NAV as at the AJIT Scheme Calculation Date in accordance with its normal accounting policies, on a cum income

	basis as adjusted for debt calculated at fair value post the costs of the proposals and adjusted to exclude any dividends declared but not paid prior to the AJIT Scheme Effective Date by the Company to Shareholders;
AJIT Scheme Company FAV per Share	means the AJIT Scheme Company FAV divided by the number of Shares in issue (excluding treasury shares) at the AJIT Scheme Calculation Date (expressed in pence) and rounded down to six decimal places;
AJIT Scheme Effective Date	the date on which the AJIT Scheme becomes effective, which is expected to be 10 October 2023;
AJIT Scheme Election	the choice made by an AJIT Shareholder for the AJIT Rollover Option and/or the AJIT Cash Option pursuant to the AJIT Scheme (including, where the context so permits, a deemed choice for the AJIT Rollover Option or the AJIT Cash Option) and any reference to "elect" or "election" will, except where the context requires otherwise, mean "elect or is deemed to elect" or "election or deemed election", respectively;
AJIT Scheme Receiving Agent's Agreement	the receiving agent's agreement between the Company and the Receiving Agent in relation to the AJIT Scheme, a summary of which is set out in paragraph 6.7 of Part 15 (General Information) of this Prospectus;
AJIT Scheme Record Date	the record date for determining AJIT Shareholders' entitlements under the AJIT Scheme;
AJIT Shareholders	the holders of AJIT Shares;
AJIT Shares	ordinary shares of AJIT of £0.10 each;
AJIT Transfer Agreement	the agreement for the transfer of assets from AJIT to the Company pursuant to the AJIT Scheme;
Applications	the applications to be made to the Financial Conduct Authority and the London Stock Exchange for Admission (and the term "Application" will mean any one of them as the context requires);
	Articles or Articles of Association the articles of association of the Company, a summary of which is set out in paragraph 3 of Part 15 (General Information) of this Prospectus;
Audit Committee	the audit committee of the Company as described in paragraph 7.3 of Part 7 (Directors, Management and Administration) of this Prospectus;
Berenberg	Joh. Berenberg, Gossler & Co. KG, London Branch;
Board or Directors	the directors of the Company whose names are set out in the paragraph headed 'Directors and Proposed Directors' in paragraph 1 of Part 7 (Directors, Management and Administration) of this Prospectus;
Business Days	any day on which the London Stock Exchange is open for business and banks are open for business in London (excluding Saturdays and Sundays);

Cash NAV per AJG Share	shall be equal to the AJG Cash Pool NAV divided by the total number of AJG Cash Shares, and rounded down to six decimal places;
Cash NAV per AJIT Share	will be equal to the AJIT Cash Pool NAV divided by the total number of AJIT Cash Shares, and rounded down to six decimal places;
C Shares	C Shares of £0.10 each in the capital of the Company having the rights and restrictions set out in paragraph 3.19 of Part 15 (General Information) of this Prospectus;
Co-Invest Entities	Michael 1925 LLC and Earle 1927 LLC;
Company	Nippon Active Value Fund plc;
Corporate Governance Code	the UK Corporate Governance Code dated July 2018 (as amended from time to time);
CREST	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations;
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755);
CRS	the Common Reporting Standard developed by the OECD;
Dalton	Dalton Investments LLC and Dalton Investments, Inc.;
Dalton MoU	the memorandum of understanding between the Company, the Investment Adviser and Dalton Investments, Inc., a summary of which is set out in paragraph 6.11 of Part 15 (General Information);
Default Shares	has the meaning given to it in paragraph 3.9 of Part 15 (General Information) of this Prospectus;
Disclosure Guidance and Transparency Rules	the Disclosure Guidance and Transparency Rules made by the FCA under section 72 of FSMA;
Dissenting AJIT Shareholder	means an AJIT Shareholder who has validly dissented from the AJIT Scheme pursuant to section 111(2) of the Insolvency Act 1986;
DP Act	the Data Protection Act 2018, as amended;
EEA State	the member states of the European Economic Area from time to time;
Eligible U.S. AJG Shareholder	means a U.S. AJG Shareholder who is not an Ineligible U.S. AJG Shareholder;
Eligible U.S. AJIT Shareholder	means a U.S. AJIT Shareholder who is not an Ineligible U.S. AJIT Shareholder;
Enlarged Company	the Company following completion of the AJIT Scheme and/or the AJG Scheme, as the context requires;
ERISA	the United States Employee Retirement Income Security Act of 1974, as amended;
EU or European Union	the European Union first established by the treaty made at Maastricht on 7 February 1992;

EU AIFM Directive	the Alternative Investment Fund Managers Directive (2011/61/ EU);
EU Market Abuse Regulation	Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC;
EU PRIIPs Regulation	Regulation (EU) No. 1286/2014 on key information documents for packaged retail and insurance-based investment products;
EU Prospectus Regulation	Regulation (EU) 2017/1129 as amended from time to time and any successor or replacement regulation;
Euroclear	Euroclear UK and International Limited, a company incorporated in England and Wales with registered number 02878738, being the operator of CREST;
European Economic Area or EEA	the European Union, Iceland, Norway and Liechtenstein;
EUWA	European Union (Withdrawal) Act 2018, as amended;
Exchange Act	the United States Securities Exchange Act of 1934, as amended;
Existing Shares	the Ordinary Shares in issue as at the date of this Prospectus;
Exit Opportunity	the exit opportunity which the Directors intend to offer Shareholders around the fifth anniversary of First Admission;
FATCA	Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986 (as amended) and any associated regulations, and any treaty, law or regulation of any jurisdiction which facilitates the implementation or pursuant to the implementation of such sections or regulations;
FAV	formula asset value;
FCA	the Financial Conduct Authority;
FCA Rules	the handbook of rules and guidance of the FCA, as amended;
First AJIT General Meeting	the first general meeting of AJIT to be convened in connection with the AJIT Scheme (or any adjournment thereof);
FSA	the Financial Services Agency, the regulator responsible for the regulation of the financial sector in Japan;
FSMA	the Financial Services and Markets Act 2000, as amended;
GDPR	the General Data Protection Regulation (EU) 2016/679;
GFSC	the Guernsey Financial Services Commission;
GICS	Global Industry Classification Standards;
Group	the Company and its subsidiary undertakings from time to time;
Gross Asset Value	the value of the gross assets of the Company as determined in accordance with the accounting principles adopted by the Company from time to time;
HMRC	His Majesty's Revenue and Customs;

IFRS	UK-adopted international accounting standards;
Ineligible U.S. AJG Shareholder	a U.S. AJG Shareholder which does not execute and return the AI/QP Investor to the Company and which, by acquiring New NAVF Shares, the Board believes would: (i) give rise to an obligation on Company to register as an "investment company" under the Investment Company Act or any similar legislation; (ii) give rise to an obligation on the Company to register under the Exchange Act or any similar legislation; (iii) result in the Company no longer being considered a "foreign private issuer" for the purposes of the Securities Act or the Exchange Act; or (iv) result in a U.S. Person holding Shares in violation of the transfer restrictions and put forth in any prospectus published by the Company from time to time;
Ineligible U.S. AJIT Shareholder	a U.S. AJIT Shareholder which does not execute and return the AI/QP Investor Letter to the Company and which, by acquiring New Shares, the Board believes would: (i) give rise to an obligation on the Company to register as an "investment company" under the Investment Company Act or any similar legislation; (ii) give rise to an obligation on the Company to register under the Exchange Act or any similar legislation; (iii) result in the Company no longer being considered a "foreign private issuer" for the purposes of the Securities Act or the Exchange Act; or (iv) result in a U.S. Person holding Shares in violation of the transfer restrictions put forth in any prospectus published by the Company from time to time;
Investment Advisory Agreement	the Investment Advisory Agreement between the Company, the AIFM and Rising Sun, as amended from time to time, a summary of which is set out in paragraph 6.2 of Part 15 (General Information) of this Prospectus;
Investment Company Act	the United States Investment Company Act of 1940, as amended;
Investment Policy	the investment policy of the Company, as may be amended from time to time;
IPO	initial public offering;
IPO Admission Date	21 February 2020, being the date on which the Company's Ordinary Shares were first admitted to trading on the Specialist Fund Segment in connection with the Company's IPO;
IPO Prospectus	the prospectus published by the Company relating to its IPO dated 7 January 2020, as supplemented by a supplementary prospectus dated 13 February 2020;
ISA	an investment plan for the purposes of chapter 3 of Part 6 of the Income Tax (Trading and Other Income) Act 2005 and the Individual Savings Account Regulations 1998 (SI 1998/1870), as amended;
JPX	Japan Exchange Group;
Key Information Document	any key information document relating to Shares in the Company produced pursuant to the UK PRIIPs Regulation or the EU PRIIPs Regulation, as amended from time to time;
Listing Rules	the listing rules made by the FCA pursuant to Part VI of FSMA;
London Stock Exchange	London Stock Exchange plc;

Main Market	the Main Market of the London Stock Exchange;
Management Engagement Committee	the management engagement committee of the Company as described in paragraph 7.4 of Part 7 (Directors, Management and Administration) of this Prospectus;
Memorandum	the memorandum of association of the Company;
Migration	the proposed admission of the Existing Shares to the Official List (under Chapter 15 of the Listing Rules) and to trading on the premium segment of the Main Market;
NAVF General Meeting	the general meeting of the Company convened for 9.30 a.m. on 20 September 2023 (or any adjournment thereof) to consider the adoption of the New Investment Policy and the Share Allotment Authorities;
Net Asset Value or NAV	in relation to an Ordinary Share, its net asset value, in relation to Ordinary Shares, the net asset value per Ordinary Share multiplied by the number of Ordinary Shares in issue (excluding, for the avoidance of doubt, any Ordinary Shares held in treasury), in relation to a C Share, its net asset value, in relation to C Shares, the net asset value per C Share multiplied by the number of C Shares in issue (excluding, for the avoidance of doubt, any C Shares held in treasury) and in relation to the Company, the net asset value of the Company as a whole, in each case calculated in accordance with the Company's normal reporting policies from time to time;
New AJG Articles	the new articles of incorporation of AJG to be adopted pursuant to the passing of the relevant resolution at the AJG EGM;
New AJIT Articles	the new articles of association of AJIT to be adopted subject to the passing of the relevant resolution to be proposed at the First AJIT General Meeting;
New Investment Policy	the proposed new investment policy of the Company, in the form set out in Part 3 of this Prospectus, to be adopted subject to the passing of the relevant resolution at the NAVF General Meeting;
New Shares	means (i) the Ordinary Shares to be issued pursuant to the AJIT Scheme; (ii) the Ordinary Shares to be issued pursuant to the AJG Scheme; and/or (iii) the Ordinary Shares and/or C Shares to be issued pursuant to the Placing Programme, as the context may require;
OECD	Organisation for Economic Co-operation and Development;
Official List	the Official List maintained by the FCA pursuant to Part VI of FSMA;
Ordinary Shares	ordinary shares of £0.01 each in the capital of the Company;
Overseas AJG Shareholder	means an AJG Shareholder (excluding any Eligible U.S. AJG Shareholder) who has a registered address outside of, or who is a resident in, or citizen, resident or national of, any jurisdiction outside the United Kingdom, the Channel Islands or the Isle of Man;
Overseas AJIT Shareholder	means an AJIT Shareholder (excluding any Eligible U.S. AJIT Shareholder) who has a registered address outside of, or who is a resident in, or citizen, resident or national of, any jurisdiction outside the United Kingdom, the Channel Islands or the Isle of Man;

Placee	any investor with whom New Shares are placed by Shore Capital or Berenberg, in either case as agents of the Company, pursuant to a Placing;
Placing	a placing of Ordinary Shares or C Shares pursuant to the Placing Programme;
Placing Programme	the proposed programme of placings in the 12-month period from the publication of this Prospectus up to 250 million new Ordinary Shares and/or C Shares as described in this Prospectus;
Placing Programme Price	100p per C Share and such price per Ordinary Share as is determined by the Directors as described in Part 13 of this Prospectus;
Portfolio	the Company's portfolio of Investments;
Prime Broker or J.P. Morgan	J.P. Morgan Securities PLC;
Prime Brokerage Agreement	the international prime brokerage agreement between the Company and J.P. Morgan, a summary of which is set out in paragraph 6.10 of Part 15 (General Information) of this Prospectus;
Proposed Directors	Claire Boyle and Noel Lamb, being prospective Directors whose appointments are subject to completion of the AJIT Scheme and the AJG Scheme respectively;
Prospectus	this prospectus;
Prospectus Regulation Rules	the prospectus regulation rules made by the FCA under section 73A of FSMA;
QIB or Qualified Institutional Buyer	A qualified institutional buyer as defined in Rule 144A under the Securities Act;
QP or Qualified Purchaser	qualified purchaser as defined in section 2(a)(51) of the Investment Company Act;
Receiving Agent	Computershare Investor Services PLC;
Receiving Agent's Agreements	the AJIT Scheme Receiving Agent's Agreement and the AJG Scheme Receiving Agent's Agreement;
Redeemable Preference Shares	Redeemable preference shares of £1.00 each in the capital of the Company, having the rights and being subject to the restrictions set out in the Articles, which are summarised in paragraph 3.19 of Part 15 (General Information), of this Prospectus (no such shares being in issue as at the date of this Prospectus);
Registrar	Computershare Investor Services PLC;
Registrar's Agreement	the registrar's agreement between the Company and the Receiving Agent, a summary of which is set out in paragraph 6.6 of Part 15 (General Information);
Regulation D	Regulation D under the Securities Act;
Regulation S	Regulation S under the Securities Act;

Regulatory Information Service or RIS	a regulatory information service that is on the list of regulatory information services maintained by the FCA;
Residual AJG Net Asset Value	the gross assets of AJG as at the AJG Scheme Calculation Date less the value of the cash and other assets appropriated to the AJG Liquidation Pool and adjusted for any dividends declared by AJG;
Residual AJIT Net Asset Value	the gross assets of AJIT as at the AJIT Scheme Calculation Date less the value of the cash and other assets appropriated to the AJIT Liquidation Pool (which includes any assets attributable to any Dissenting AJIT Shareholders) and adjusted for any dividends declared by AJIT including the AJIT Interim Dividend;
Residual Net Asset Value per AJG Share	the Residual AJG Net Asset Value divided by the number of AJG Shares in issue (excluding any AJG Shares held in treasury) (expressed in pence and rounded down to six decimal places);
Residual Net Asset Value per AJIT Share	the Residual AJIT Net Asset Value divided by the number of AJIT Shares in issue (excluding any AJIT Shares held in treasury and AJIT Shares held by Dissenting AJIT Shareholders) (expressed in pence and rounded down to six decimal places);
Rising Sun AJG Scheme Contribution	the contribution by the Investment Adviser of up to £800,000 of the costs of the AJG Scheme;
Rising Sun AJIT Scheme Contribution	the contribution by the Investment Adviser of up to £800,000 of the costs of the AJIT Scheme;
Rising Sun or Investment Adviser Rising Sun Management Ltd.;
Rising Sun Management Team	Rising Sun's investment professionals and the senior team members
	responsible for providing the investment advisory services, whose profiles are set out in paragraph 3.3 of Part 7 (Directors, Management and Administration);
Rosenwald Associates	has the meaning given to such term in paragraph 4.2 of Part 15 (General Information);
Rosenwald Clients	has the meaning given to such term in paragraph 5.5 of Part 15 (General Information);
Rosenwald Capital	Rosenwald Capital Management, Inc.;
Rule 9	Rule 9 of the Takeover Code;
Rule 144A	Rule 144A under the Securities Act;
Sanctions Authority	means each of: (i) the United States government; (ii) the United Nations; (iii) the United Kingdom; (iii) the European Union (or any of its member states); (iv) any other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or (v) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and His Majesty's Treasury;

	or is directly or indirectly owned or controlled by a person that is, described or designated in (a) the current "Specially Designated Nationals and Blocked Persons" list (which list is maintained by the US Office of Foreign Assets Control); and/or (b) the current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which list is maintained by the EU Directorate-General for Financial Stability, Financial Services and Capital Markets Union); or (c) the current "Consolidated list of financial sanctions targets in the UK" (which list is maintained by the UK Office for Financial Sanctions Implementation (forming part of His Majesty's Treasury); or (iii) that is otherwise the subject of or in violation of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the current "Sectoral Sanctions Identifications" list (which list is maintained by the US Office of Foreign Assets Control) (the "SSI List"), (b) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014 (the "EU Annexes"), or (c) any other list maintained by a Sanctions Authority with similar effect to the SSI List or the EU Annexes;
Schemes	the AJIT Scheme and/or the AJG Scheme, as the context requires;
Second AJIT General Meeting	the second general meeting of AJIT to be convened in connection with the AJIT Scheme (or any adjournment thereof);
Securities Act	the United States Securities Act of 1933, as amended;
Share Allotment Authorities	the resolutions to be proposed at the NAVF General Meeting granting the Directors the authority to allot New Shares pursuant to the Schemes and the Placing Programme and relating to the disapplication of pre-emption rights in respect of the Shares to be issued pursuant to the Schemes and the Placing Programme;
Shareholder	a holder of Shares;
Shares	Ordinary Shares and/or C Shares as the context requires;
Shore Capital	Shore Capital Stockbrokers Limited together with, where the context requires, companies within its group;
SIPP	self-invested personal pension;
Specialist Fund Segment	the Specialist Fund Segment of the Main Market;
Sponsor and Placing Agreement	the conditional sponsor and placing agreement between the Company, the Directors, the Proposed Directors, Rising Sun, Shore Capital and Berenberg, details of which are set out in paragraph 6.5 of Part 15 (General Information) of this Prospectus;
Takeover Code	the City Code on Takeovers and Mergers, as amended from time to time;
Takeover Panel	the UK Panel on Takeovers and Mergers;
Target Market Assessment	has the meaning given in Part 2 (Important Information) of this Prospectus;
TOPIX	Tokyo Stock Price Index;

United States or U.S.	the United States of America, its possessions or territories, any State of the United States of America and the district of Columbia or any area subject to its jurisdiction or any political subdivision thereof;
U.S. AJG Shareholder	an AJG Shareholder who is a U.S. Person;
U.S. AJIT Shareholder	an AJIT Shareholder who is a U.S. Person;
U.S. Person	a U.S. person as defined in Regulation S;
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland;
UK AIFM Directive	the requirements of the FCA Rules implementing the EU AIFM Directive (Directive 2011/61/EU) in the United Kingdom and related UK laws (including Commission Delegated Regulation (EU) No 231/2013, as it forms part of UK law by virtue of the EUWA);
UK Market Abuse Regulation	the UK version of the EU Market Abuse Regulation, as adopted into UK law by virtue of the EUWA;
UK PRIIPs Regulation	the UK version of the EU PRIIPs Regulation, as adopted into UK law by virtue of the EUWA;
UK Prospectus Regulation	the UK version of the EU Prospectus Regulation, which is part of UK law by virtue of the EUWA;
VAT	value added tax; and
Website	www.nipponactivevaluefund.com.

PART 17

TERMS AND CONDITIONS OF APPLICATION UNDER A PLACING PURSUANT TO THE PLACING PROGRAMME

A11.5.1.1 A11.5.1.5

A11.5.2.4

A11.5.2.3(h)

A11.5.1.8

1. Introduction

Each investor which confirms its agreement to subscribe for Shares under a Placing to Shore Capital and/or Berenberg (for the purposes of this Part 17, (a "Placee") will be bound by these terms and conditions and will be deemed to have accepted them.

The Company and/or Shore Capital and/or Berenberg, as applicable, may require a Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter (for the purposes of this Part 17, a "Placing Letter"). The terms of this Part 17 will, where applicable, be deemed to be incorporated into that Placing Letter.

2. Agreement to Subscribe for Shares pursuant to a Placing

Conditional on, amongst other things: (i) the Share Allotment Authorities relating to the Placing Programme being approved by Shareholders and not having been revoked or superseded; (ii) an Admission occurring and becoming effective by 8.00 a.m. (London time) on such later time and/or date, not being later than 8.00 a.m. on 30 August 2024 as the Company, the Investment Adviser and Shore Capital and Berenberg may agree prior to the closing of the relevant Placing; (iii) to the extent required by Article 23(1) of the UK Prospectus Regulation, a valid supplementary prospectus being published by the Company; (iv) the Sponsor and Placing Agreement becoming otherwise unconditional in all respects (other than in respect of any condition regarding an Admission) in relation to the relevant Placing and not having been terminated in accordance with its terms on or before 8.00 a.m. on the date of the relevant Admission, as applicable; and (v) Shore Capital and/or Berenberg confirming to the Placees their allocation of Ordinary Shares or C Shares, as applicable, a Placee agrees to become a member of the Company and agrees to subscribe for those Ordinary Shares and/or C Shares allocated to it by Shore Capital and/or Berenberg at the Placing Programme Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

Multiple applications or suspected multiple applications on behalf of a single investor are liable to be rejected. Fractions of shares will not be issued.

3. Payment for Ordinary Shares/C Shares

Each Placee undertakes to pay in full the Placing Programme Price, as applicable, for the Ordinary Shares or C Shares issued to such Placee in the manner and by the time directed by Shore Capital and/or Berenberg. In the event of any failure by a Placee to pay as so directed and/or by the time required by Shore Capital and/or Berenberg, the relevant Placee will be deemed hereby to have irrevocably and unconditionally appointed Shore Capital and or any nominee of Shore Capital and/or Berenberg and or any nominee of Berenberg, as its agent to use its reasonable endeavours to sell (in one or more transactions) any or all of the Ordinary Shares or C Shares (as applicable) in respect of which payment will not have been made as directed, and to indemnify Shore Capital and/or Berenberg and their respective affiliates on demand in respect of any liability for stamp duty and/or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales.

A sale of all or any of such Ordinary Shares or C Shares will not release the relevant Placee from the obligation to make such payment for relevant Ordinary Shares or C Shares to the extent that Shore Capital and/or Berenberg or their nominee has failed to sell such Ordinary Shares or C Shares at a consideration which, after deduction of the expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned, is equal to or exceeds the Placing Programme Price.

4. Representations, Warranties and Undertakings

• 4.1 By agreeing to subscribe for Ordinary Shares or C Shares (as applicable), each Placee which enters into a commitment to subscribe for Ordinary Shares or C Shares (as applicable) (for the purposes of this Part 17, a "Placing Commitment") will (for itself and for any person(s) procured by it to subscribe for Ordinary Shares or C Shares and any nominee(s) for any such person(s)) be deemed to acknowledge, understand, undertake, represent and warrant to each of the Company, the Investment Adviser, the Registrar, Shore Capital and Berenberg, that:
• 4.1.1 in agreeing to subscribe for Ordinary Shares or C Shares (as applicable) under a Placing, it is relying solely on this Prospectus and any supplementary prospectus issued by the Company prior to the relevant Admission and not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Ordinary Shares, the C Shares or any Placing. It agrees that none of the Company, the Investment Adviser, the Registrar, Shore Capital and Berenberg, nor any of their respective officers, agents, employees or affiliates, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have against any such persons in respect of any other information or representation;
• 4.1.2 if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Ordinary Shares or C Shares under any Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any such territory or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, the Investment Adviser, the Registrar, Shore Capital and Berenberg, or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with any Placing.
• 4.1.3 it has carefully read and understands this Prospectus and any supplementary prospectus issued by the Company prior to the relevant Admission in its entirety and acknowledges that it is acquiring Ordinary Shares or C Shares on the terms and subject to the conditions set out in this Part 17 and, as applicable, in the contract note or oral or email placing confirmation, as applicable, referred to in paragraph 4.1.11 of this Part 17 (for the purposes of this Part 16 the "Contract Note" or the "Placing Confirmation") and the Placing Letter (if any) and the Articles as in force at the date of the relevant Admission;
• 4.1.4 it has not relied on Shore Capital or Berenberg , or any person affiliated with Shore Capital or Berenberg in connection with any investigation of the accuracy of any information contained in this Prospectus;
• 4.1.5 the content of this Prospectus and any supplementary prospectus issued by the Company is exclusively the responsibility of the Company and its Directors and none of Shore Capital, Berenberg, the Investment Adviser, the Registrar, nor any person acting on their behalf nor any of their respective affiliates are responsible for or will have any liability for any information, representation or statement contained in this Prospectus (and any such supplementary prospectus issued by the Company) or any information previously published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in any Placing based on any information, representation or statement contained in this Prospectus or otherwise;
• 4.1.6 no person is authorised in connection with any Placing to give any information or make any representation other than as contained in this Prospectus and any supplementary prospectus issued by the Company prior to the date of the relevant Admission and, if given or made, any information or representation must not be relied upon as having been authorised by Shore Capital, Berenberg, the Company, the Investment Adviser or the Registrar;
• 4.1.7 it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;
• 4.1.8 the price per Ordinary Share and/or C Share is fixed at the Placing Programme Price (which will be 100p in respect of any C Shares) as applicable and is payable to Shore Capital or

Berenberg on behalf of the Company in accordance with the terms of this Part 17 and, as applicable, in the Contract Note or Placing Confirmation and the Placing Letter (if any);

• 4.1.9 it has the funds available to pay in full for the Ordinary Shares or C Shares for which it has agreed to subscribe pursuant to its Placing Commitment and that it will pay the total subscription in accordance with the terms set out in this Part 17 and, as applicable, as set out in the Contract Note or Placing Confirmation and the Placing Letter (if any) on the due time and date;
• 4.1.10 its commitment to acquire Ordinary Shares and/or C Shares under any Placing will be agreed orally or in writing (which will include by email) with Shore Capital or Berenberg as agent for the Company and that a Contract Note or Placing Confirmation will be issued by Shore Capital or Berenberg as soon as possible thereafter. That oral or written agreement will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Shore Capital and Berenberg to subscribe for the number of Ordinary Shares and/or C Shares (as applicable) allocated to it and comprising its Placing Commitment at the Placing Programme Price on the terms and conditions set out in this Part 17 and, as applicable, in the Contract Note or Placing Confirmation and the Placing Letter (if any) and in accordance with the Articles in force as at the date of the relevant Admission. Except with the consent of Shore Capital and Berenberg such oral or written commitment will not be capable of variation or revocation after the time at which it is made;
• 4.1.11 its allocation of Ordinary Shares and/or C Shares under a Placing will be evidenced by Contract Note or Placing Confirmation, as applicable, confirming: (i) the number of Ordinary Shares and/or C Shares that such Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be required to pay for such Ordinary Shares and/or C Shares; and (iii) settlement instructions to pay Shore Capital or Berenberg as agent for the Company. The terms of this Part 17 will be deemed to be incorporated into that Contract Note or Placing Confirmation;
• 4.1.12 settlement of transactions in the Ordinary Shares and/or C Shares following the relevant Admission, will take place in CREST but each of Shore Capital and Berenberg reserves the right in its absolute discretion to require settlement in certificated form if, in its opinion, delivery or settlement is not possible or practicable within the CREST system within the timescales previously notified to the Placee (whether orally, in the Contract Note or Placing Confirmation, in the Placing Letter or otherwise) or would not be consistent with the regulatory requirements in any Placee's jurisdiction;
• 4.1.13 none of the Ordinary Shares or C Shares have been or will be registered under the laws of any EEA State (other than any EEA member state where such Shares are lawfully marketed), the United States, Canada, Japan, Australia, the Republic of South Africa or any other jurisdiction where the extension or availability of any Placing would breach any applicable law. Accordingly, neither the Ordinary Shares nor the C Shares may be offered, sold, issued or delivered, directly or indirectly, within any of the following: any EEA State (other than any EEA member state where the Shares are lawfully marketed), the United States, Canada, Japan, Australia, the Republic of South Africa or any other jurisdiction where the extension or availability of any Placing would breach any applicable law unless an exemption from any registration requirement is available;
• 4.1.14 it: (i) is entitled to subscribe for the Ordinary Shares and/or C Shares under the laws of all relevant jurisdictions; (ii) has fully observed the laws of all relevant jurisdictions; (iii) has the requisite capacity and authority and is entitled to enter into and perform its obligations as a subscriber for Ordinary Shares and/or C Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;
• 4.1.15 if it is within the United Kingdom, it is (a) (i) a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and (ii) a person who falls within Articles 49(2)(a) to (d), 19(1) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom the Ordinary Shares or C Shares may otherwise lawfully be offered whether under such Order or otherwise; or (b) if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Ordinary Shares or C Shares may be lawfully offered under that other jurisdiction's laws and regulations;
• 4.1.16 if it is a resident in a EEA State, it is (a) a "qualified investor" within the meaning of Article 2(e) of the EU Prospectus Regulation; and (b) otherwise permitted to be marketed to in accordance with the provisions of the EU AIFM Directive as implemented in the relevant Member State in which it is located;
• 4.1.17 in the case of any Ordinary Shares or C Shares acquired by a Placee as a financial intermediary within the meaning of Article 5(1) of the UK Prospectus Regulation or the EU Prospectus Regulation (as applicable): (i) the Ordinary Shares or C Shares acquired by it in any Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the UK or any relevant Member State other than qualified investors, as that term is defined in the UK Prospectus Regulation or the EU Prospectus Regulation (as applicable), or in circumstances in which the prior consent of Shore Capital and Berenberg has been given to the offer or resale; or (ii) where Ordinary Shares or C Shares have been acquired by it on behalf of persons the UK or in any relevant Member State other than qualified investors, the offer of those Ordinary Shares or C Shares to it is not treated under the UK Prospectus Regulation or the EU Prospectus Regulation (as applicable) as having been made to such persons;
• 4.1.18 if it is outside the United Kingdom, neither this Prospectus (and any supplementary prospectus issued by the Company) nor any other offering, marketing or other material in connection with any Placing or the Ordinary Shares or C Shares (for the purposes of this Part 17, each a "Placing Document") constitutes an invitation, offer or promotion to, or arrangement with, it or any person for whom it is procuring to subscribe for Ordinary Shares or C Shares pursuant to any Placing unless, in the relevant territory, such offer, invitation, promotion or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Ordinary Shares or C Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
• 4.1.19 (i) the Ordinary Shares and C Shares have not been and will not be registered under the Securities Act and are being offered solely (a) outside the United States to non-U.S. Persons in "offshore transactions" as defined in and pursuant to Regulation S; or (b) within the United States to, or to U.S. Persons who are, both QIBs and QPs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (ii) the Company has not registered, and does not intend to register, as an investment company under the Investment Company Act; and the Ordinary Shares and C Shares may only be transferred in circumstances which will not result in the Company being required to register under the Investment Company Act; and (iii) that, in each case, it agrees to sell, transfer, assign, pledge or otherwise dispose of the Ordinary Shares and C Shares to non-US Persons in offshore transactions in compliance with Regulation S (which includes, for the avoidance of doubt, any bona fide sale on the Main Market) or in transactions that are exempt from registration under the Securities Act and do not require the Company to register under the Investment Company Act;
• 4.1.20 if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Ordinary Shares or C Shares under any Placing, that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any such territory or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, the Investment Adviser, the Registrar, Shore Capital or Berenberg, or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with any Placing;
• 4.1.21 If (a) it is a U.S. Person, it is an QIB that is also a QP, and has acknowledged and complied with all of the requirements set forth in section 5 below, including the delivery of a signed QIB/QP Investor Letter to the Company and Shore Capital and Berenberg and (b) if it is not a U.S. Person, that (i) neither the Ordinary Shares nor the C Shares have been or will be registered under the Securities Act and are being offered outside the United States in compliance with Regulation S and that it is purchasing such Shares outside the United States in compliance with such regulations; (ii) the Company has not registered, and does not intend to register, as an investment company under the Investment Company Act and the Ordinary

Shares and C Shares may only be transferred under circumstances which will not result in the Company being required to register under the Investment Company Act and (iii) that, in each case, it agrees to sell, transfer, assign, pledge or otherwise dispose of the Shares to non-U.S. Persons in offshore transactions in compliance with Regulation S (which includes, for the avoidance of doubt, any bona fide sale on the Main Market) or in transactions that are exempt from registration under the Securities Act and do not require the Company to register under the Investment Company Act;

• 4.1.22 it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Prospectus (and any supplementary prospectus issued by the Company) or any other Placing Document to any persons within the United States or to any U.S. Person, nor will it do any of the foregoing;
• 4.1.23 it does not have a registered address in, and is not a citizen, resident or national of any EEA State (other than any EEA member state where the Shares are lawfully marketed), Canada, Japan, Australia, the Republic of South Africa or any other jurisdiction in which it is unlawful to make or accept an offer of the Ordinary Shares or C Shares and it is not acting on a non-discretionary basis for any such person;
• 4.1.24 if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for Ordinary Shares and/or C Shares under any Placing and will not be any such person on the date that such subscription is accepted;
• 4.1.25 (i) it has communicated or caused to be communicated and will communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Ordinary Shares and C Shares only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person; and (ii) that no Placing Document is being issued by either of Shore Capital or Berenberg in its capacity as an authorised person under section 21 of FSMA and the Placing Documents may not therefore be subject to the controls which would apply if the Placing Documents were made or approved as a financial promotion by an authorised person;
• 4.1.26 it is aware of and acknowledges that it is required to comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Programme from, or otherwise involving, the United Kingdom;
• 4.1.27 it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, the UK Market Abuse Regulation and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
• 4.1.28 no action has been taken or will be taken in any jurisdiction other than the United Kingdom that would permit a public offering of the Ordinary Shares or C Shares or possession of this Prospectus (and any supplementary prospectus issued by the Company), in any country or jurisdiction where action for that purpose is required;
• 4.1.29 neither Shore Capital nor Berenberg, nor any of their respective affiliates, nor any person acting on any of their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with any Placing or providing any advice in relation to any Placing and participation in any Placing is on the basis that it is not and will not be a client of Shore Capital or Berenberg and that neither Shore Capital nor Berenberg has duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to any Placing nor, if applicable, in respect of any representations, warranties, undertaking or indemnities contained in any Placing Letter;
• 4.1.30 that, save in the event of fraud on the part of Shore Capital or Berenberg, none of Shore Capital, Berenberg, their respective ultimate holding companies, any direct or indirect subsidiary undertakings of such holding Company, any of their respective directors, members, partners, officers and employees will be responsible or liable to a Placee or any of its clients for any matter arising out of a role as sponsor, bookrunner, broker or otherwise in connection with any Placing and that where any such responsibility or liability nevertheless arises as a matter of law the Placee and, if relevant, its clients, will immediately and irrevocably waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof;
• 4.1.31 that where it is subscribing for Ordinary Shares or C Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Ordinary Shares or C Shares for each such account; (ii) to make on each such account's behalf the undertakings, acknowledgements, representations, warranties and agreements set out in this Prospectus; and (iii) to receive on behalf of each such account any documentation relating to any Placing in the form provided by the Company, Shore Capital or Berenberg. It agrees that the provision of this paragraph will survive any resale of the Ordinary Shares or C Shares by or on behalf of any such account;
• 4.1.32 it irrevocably appoints any Director and any director or duly authorised employee or agent of Shore Capital or Berenberg to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Ordinary Shares and/or C Shares comprising its Placing Commitment in the event of its own failure to do so;
• 4.1.33 if any Placing does not proceed or the relevant conditions under the Sponsor and Placing Agreement are not satisfied for any reason whatsoever then none of Shore Capital, Berenberg, the Company, the Investment Adviser or persons controlling, controlled by or under common control with any of them, and any of their respective employees, agents, officers, members, stockholders, partners or representatives, will have any liability whatsoever to it or any other person;
• 4.1.34 in connection with its participation in any Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and terrorist financing and that its application for Ordinary Shares or C Shares under any Placing is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied for Ordinary Shares and/or C Shares. In addition, it warrants that it is a person: (i) subject to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 in force in the United Kingdom (the "Money Laundering Regulations"); or (ii) subject to the Money Laundering Directive (2015/849/EC of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Regulations;
• 4.1.35 due to anti-money laundering requirements, Shore Capital, Berenberg or the Company may require proof of identity and verification of the source of the payment before the application for Ordinary Shares or C Shares under any Placing can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Shore Capital, Berenberg, or the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will hold harmless and indemnify Shore Capital, Berenberg, and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been requested has not been provided by it in a timely manner;
• 4.1.36 it acknowledges and agrees that information provided by it to the Company or the Registrar will be stored both on the Registrar's and the Company Secretary's computer system and manually. It acknowledges and agrees that for the purposes of the Data Protection Legislation, the Registrar, the Company Secretary, Shore Capital, Berenberg are each required to specify the purposes for which they will hold personal data. For the purposes of this Part 17 "Data Protection Legislation" means any law applicable from time to time relating to the processing of personal data and/or privacy, as in force at the date of this Agreement or as re-enacted, applied, amended, superseded, repealed or consolidated, including without limitation, the UK Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (as implemented in the UK), and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as implemented in the UK), in each case including any legally binding regulations, direction and orders issued from time to time under or in connection with any such law. The Registrar, the Company Secretary, Shore Capital and Berenberg will only use such information for the purposes set out below (collectively, the "Purposes"), being to:
• (a) process its personal data (including special categories of personal data (as defined in applicable Data Protection Legislation)) as required for or in connection with the holding

of Ordinary Shares and/or C Shares, including processing personal data in connection with credit and money laundering checks on it and effecting the payment of dividends and other distributions to Shareholders;

• (b) communicate with it as necessary in connection with the proper running of its business affairs and generally in connection with the holding of Ordinary Shares and/or C Shares;
• (c) provide personal data to such third parties as are or will be necessary in connection with the proper running of its business affairs and generally in connection with the holding of Ordinary Shares and/or C Shares or as the Data Protection Legislation may require, including to third parties outside the United Kingdom or the European Economic Area (subject to the use of a transfer mechanism which is approved at the relevant time by the European Commission or any other regulatory body which has or acquires the right to approve methods of transfer of personal data outside the UK); and
• (d) process its personal data for the purpose of their internal record-keeping and reporting obligations.
• 4.1.37 in providing Shore Capital, Berenberg, the Registrar and/or the Company Secretary with information, and to the extent that such information relates to a third party procured by a Placee to subscribe for Ordinary Shares and/or C Shares and any nominee for any such persons, it hereby represents and warrants to Shore Capital, Berenberg, the Registrar and the Company Secretary that it has obtained any necessary consents of any data subject whose data it has provided, to Shore Capital, Berenberg, the Registrar and the Company Secretary and their respective associates holding and using their personal data for the Purposes (including, where required, the explicit consent of the data subjects for the processing of any personal data (including special categories of personal data (as defined in applicable Data Protection Legislation)) for the Purposes set out in paragraph 4.1.34 above) and will make the list of "Purposes" for which Shore Capital, Berenberg, the Registrar and the Company Secretary will process the data (as set out in paragraph 4.1.36) of this Agreement) available to all data subjects whose personal data may be shared by it in the performance of this Agreement. For the purposes of this Part 17, "data subject", "data controller", "data processor", "personal data" and "sensitive personal data" will have the meanings attributed to them in the Data Protection Legislation;
• 4.1.38 each of Shore Capital and Berenberg is entitled to exercise any of its rights under the Sponsor and Placing Agreement (including, without limitation, rights of termination) or any other right in its absolute discretion without any liability whatsoever to it;
• 4.1.39 the representations, undertakings and warranties contained in this Part 17 and, as applicable, in the Contract Note or Placing Confirmation and the Placing Letter (if any), are irrevocable. It acknowledges that Shore Capital, Berenberg and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and undertakings and it agrees that if any of the representations or warranties or undertakings made or deemed to have been made by its subscription of the Ordinary Shares and/or C Shares under any Placing are no longer accurate, it will promptly notify Shore Capital, Berenberg, and the Company;
• 4.1.40 where it or any person acting on behalf of it is dealing with Shore Capital or Berenberg, any money held in an account with Shore Capital or Berenberg on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Shore Capital or Berenberg to segregate such money, as that money will be held by Shore Capital or Berenberg under a banking relationship and not as trustee;
• 4.1.41 any of its clients, whether or not identified to Shore Capital or Berenberg, will remain its sole responsibility and will not become clients of Berenberg or Shore Capital, for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
• 4.1.42 the allocation of Ordinary Shares or C Shares in respect of a Placing will be determined by Shore Capital and Berenberg in their absolute discretion (in consultation with the Company and the Investment Adviser) and that Shore Capital and Berenberg may scale back any Placing Commitment on such basis as Shore Capital and Berenberg may determine (which may not be the same for each Placee);

A11.5.2.3(e)

• 4.1.43 time will be of the essence as regards its obligations to settle payment for the Ordinary Shares or C Shares subscribed under any Placing and to comply with its other obligations under any Placing;
• 4.1.44 it authorises Shore Capital and Berenberg to deduct from the total amount subscribed under any Placing the aggregate commission (if any) (calculated at the rate agreed with the Placee) payable on the number of Ordinary Shares or C Shares allocated under any Placing, as applicable;
• 4.1.45 in the event that a supplementary prospectus is required to be produced pursuant to Article 23(1) of the UK Prospectus Regulation and in the event that it chooses to exercise any right of withdrawal pursuant to Article 23(2) of the UK Prospectus Regulation, such Placee will immediately re-subscribe for the Ordinary Shares and/or C Shares previously comprising its Placing Commitment;
• 4.1.46 the commitment to subscribe for Ordinary Shares and/or C Shares on the terms set out in this Part 17 and, as applicable, in the Contract Note or Placing Confirmation and the Placing Letter (if any) will continue notwithstanding any amendment that may in the future be made to the terms of any Placing and that it will have no right to be consulted or require that its consent be obtained with respect to the Company's conduct of any Placing;
• 4.1.47 if it is acting as a "distributor" (for the purposes of the relevant product governance requirements pursuant to the FCA PROD3 Rules):
• (i) it acknowledges that the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares, and each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels;
• (ii) notwithstanding any Target Market Assessment, it confirms that, other than where it is providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Shares and that it has considered the compatibility of the risk/reward profile of such Shares with the end target market;
• (iii) it agrees that, if so requested by Shore or Berenberg, it will provide aggregated summary information on sales of Shares under PROD 3.3.30R and information on the reviews carried out under PROD 3.3.26R to PROD 3.3.28R; and
• (iv) it acknowledges that the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and in investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result.

The Company, the Investment Adviser, the Registrar, Shore Capital and Berenberg will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings and acknowledgements. You agree to indemnify and hold each of the Company, the Investment Adviser, the Registrar, Shore Capital and Berenberg and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Part 17.

5. Purchase and Transfer Restrictions for U.S. Persons

5.1 By participating in any Placing, each Placee located within the U.S. or is, or is acting for the account or benefit of, a U.S. Person, acknowledges and agrees that it will (for itself and any person(s) procured by it to subscribe for Ordinary Shares or C Shares and any nominee(s) for any such person(s)) be further deemed to acknowledge, understand, undertake, represent and warrant to each of the Company, the Investment Adviser, the Registrar, Shore Capital and Berenberg that:

• 5.1.1 it is an QIB, as defined in Rule 144A under the Securities Act, that is also a QP, as defined in Section 2(a)(51) of the Investment Company Act and has delivered to the Company and Shore Capital and Berenberg a signed QIB/QP Investor Letter;
• 5.1.2 it confirms that: (i) it was not formed for the purpose of investing in the Company; and (ii) it is acquiring an interest in the Ordinary Shares or C Shares for its own account as principal, or for the account of one or more other persons who are able to and who will be deemed to make all of the representations and agreements in this section 5 and in the QIB/QP Investor Letter and for whom it exercises sole investment discretion;
• 5.1.3 it understands that the Ordinary Shares and any C Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
• 5.1.4 it acknowledges that the Company has not registered, and does not intend to register, as an investment company under the Investment Company Act and that the Company has put in place transfer and offering restrictions with respect to persons located in the United States and U.S. Persons described herein so that the Company will qualify for the exemption provided under Section 3(c)(7) of the Investment Company Act and to ensure that the Company will not be required to register as an investment company;
• 5.1.5 it will not be entitled to the benefits of the U.S. Investment Company Act;
• 5.1.6 it is knowledgeable, sophisticated and experienced in business and financial matters and it fully understands the limitations on ownership and transfer and the restrictions on sales of the Ordinary Shares or C Shares;
• 5.1.7 it is able to bear the economic risk of its investment in the Ordinary Shares and/or C Shares and is currently able to afford the complete loss of such investment and is aware that there are substantial risks incidental to the purchase of the Ordinary Shares, and/or C Shares including those summarised under the heading "Risk Factors" in this Prospectus;
• 5.1.8 unless the Company expressly consents in writing otherwise, no portion of the assets used to purchase, and no portion of the assets used to hold, the Ordinary Shares or C Shares or any beneficial interest therein constitutes or will constitute the assets of: (i) an "employee benefit plan" as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974 as amended (for the purposes of this Part 14, "ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the United States Internal Revenue Code of 1986, as amended (for the purposes of this Part 14, the "U.S. Internal Revenue Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Internal Revenue Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the U.S. Internal Revenue Code. In addition, if a Placee is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Internal Revenue Code, its purchase, holding, and disposition of the Ordinary Shares or C Shares must not constitute or result in a non-exempt violation of any such substantially similar law;
• 5.1.9 any Ordinary Shares or C Shares delivered to the Placee in certificated form will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:

"THE SECURITY OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THIS LEGEND. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS SECURITY, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY EXCEPT IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") TO A PERSON OUTSIDE THE UNITED STATES AND NOT KNOWN BY THE TRANSFEROR TO BE A U.S. PERSON, IF EITHER (1) AT THE TIME THE BUY ORDER ORIGINATED THE TRANSFEREE WAS OUTSIDE THE UNITED STATES, OR THE TRANSFEROR AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVED THE TRANSFEREE WAS OUTSIDE THE UNITED STATES OR (2) THE SALE IS MADE IN A TRANSACTION EXECUTED IN A DESIGNATED OFFSHORE SECURITIES MARKET, AND TO A PERSON NOT KNOWN TO THE TRANSFEROR TO BE A U.S. PERSON BY PRE-ARRANGEMENT OR OTHERWISE, AND UPON CERTIFICATION TO THAT EFFECT BY THE TRANSFEROR IN WRITING IN AN OFFSHORE TRANSACTION LETTER (IN THE FORM OF APPENDIX II TO THE INVESTOR REPRESENTATION LETTER) OR ANOTHER FORM ACCEPTABLE TO THE ISSUER. THE TERMS "US PERSON", "OFFSHORE TRANSACTION" AND "DESIGNATED OFFSHORE SECURITIES MARKET" HAVE THE MEANINGS SET FORTH IN REGULATION S. NIPPON ACTIVE VALUE FUND PLC HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT").

THE HOLDER OF THIS SECURITY AND ANY SUBSEQUENT TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT (I) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR UNLESS IT ACQUIRES THE SECURITY ON OR PRIOR TO ADMISSION WITH THE WRITTEN CONSENT OF THE COMPANY, AND (II) (A) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH SECURITY DOES NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986 (THE "CODE") AND (B) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), (1) IT IS NOT, AND FOR SO LONG AS IT HOLDS SUCH SECURITY OR INTEREST THEREIN WILL NOT BE, SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT COULD CAUSE THE UNDERLYING ASSETS OF THE COMPANY TO BE TREATED AS ASSETS OF A SHAREHOLDER BY VIRTUE OF ITS INTEREST IN THE SECURITY AND THEREBY SUBJECT THE COMPANY (OR ANY PERSONS RESPONSIBLE FOR THE INVESTMENT AND OPERATION OF THE COMPANY'S ASSETS) TO ANY SIMILAR LAW AND (2) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH SECURITY WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW AND (III) IT WILL AGREE TO CERTAIN TRANSFER RESTRICTIONS REGARDING ITS INTEREST IN SUCH SECURITIES. A "BENEFIT PLAN INVESTOR" MEANS (1) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA), SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF ERISA, (2) A PLAN TO WHICH SECTION 4975 OF THE CODE APPLIES, OR (3) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY.";

• 5.1.10 if in the future the Placee decides to offer, sell, transfer, assign or otherwise dispose of the Ordinary Shares or C Shares, it will do so only to non-U.S. Persons in an offshore transaction in compliance with Regulation S, provided it executes an Offshore Transaction Letter, and under circumstances which will not require the Company to register under the U.S. Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles (as amended from time to time);
• 5.1.11 the Company reserves the right to make inquiries of any holder of the Ordinary Shares and/or the C Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such Ordinary Shares and/or C Shares, or interests in accordance with the Articles (as amended from time to time);
• 5.1.12 the Company is required to comply with FATCA and any regulations made thereunder or associated therewith and that the Company will follow FATCA's extensive reporting and withholding requirements. The Placee agrees to furnish any information and documents which the Company may from time to time request, including but not limited to information required under FATCA;
• 5.1.13 it is entitled to acquire the Ordinary Shares and/or C Shares, under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Ordinary Shares and/or C Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Adviser, the Registrar, Shore Capital or Berenberg or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Placing or its acceptance of participation in any Placing;
• 5.1.14 it has received, carefully read and understands this Prospectus (and any supplementary prospectus issued by the Company), and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Prospectus (and any supplementary prospectus issued by the Company) or any other presentation or offering materials concerning the Ordinary Shares and/or the C Shares to or within the United States or to any U.S. Persons, nor will it do any of the foregoing; and
• 5.1.15 it understands that this Prospectus (and any supplementary prospectus issued by the Company) has been prepared according to the disclosure requirements of the United Kingdom, which are different from those of the United States.

6. Supply and Disclosure of Information

If Shore Capital, Berenberg, the Registrar or the Company or any of their agents request any information about a Placee's agreement to subscribe for Ordinary Shares or C Shares under any Placing, such Placee must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

7. Miscellaneous

The rights and remedies of Shore Capital, Berenberg, the Registrar, the Investment Adviser and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, their nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with any Placing will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified by such Placee to Shore Capital or Berenberg.

Each Placee agrees to be bound by the Articles (as amended from time to time) once the Ordinary Shares or C Shares, as applicable, which the Placee has agreed to subscribe for pursuant to any Placing, have been acquired by the Placee. The contract to subscribe for Ordinary Shares or C Shares under any Placing and the appointments and authorities mentioned in this Prospectus and all disputes and claims arising out of or in connection with its subject matter or formations (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Shore Capital, Berenberg, the Company, the Investment Adviser and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.

In the case of a joint agreement to subscribe for Ordinary Shares or C Shares under any Placing, references to a "Placee" in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

Shore Capital and Berenberg and the Company expressly reserve the right to modify any Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined. Each Placing is subject to the satisfaction of the conditions contained in the Sponsor and Placing Agreement and to the Sponsor and Placing Agreement not having been terminated. Further details of the terms of the Sponsor and Placing Agreement are contained in Part 15 of this Prospectus.

APPENDIX 1

GIPS DALTON JAPAN LONG ONLY PRESENTATION

	COMPOSITE	COMPOSITE	MSCI DAILY
	GROSS RETURN	NET RETURN	TR NET JAPAN
	Cumulative	Cumulative	Cumulative
	Performance	Performance	Performance
1996	-9.03%	-9.03%	-16.44%
1997	-12.30%	-12.30%	-23.67%
1998	15.03%	15.03%	5.05%
1999	116.95%	116.95%	61.53%
2000	-22.84%	-22.84%	-28.16%
2001	-23.21%	-23.21%	-29.40%
2002	-19.63%	-19.63%	-10.28%
2003	39.74%	39.74%	35.91%
2004	20.39%	20.27%	15.86%
2005	29.79%	29.49%	25.52%
2006	5.43%	4.59%	6.25%
2007	-9.43%	-9.79%	-4.23%
2008	-21.91%	-22.28%	-29.21%
2009	5.65%	4.83%	6.26%
2010	31.61%	30.60%	15.44%
2011	1.95%	1.16%	-14.33%
2012	10.92%	10.06%	8.18%
2013	42.94%	41.24%	27.16%
2014	1.96%	1.23%	-4.02%
2015	23.65%	22.02%	9.57%
2016	6.73%	5.66%	2.38%
2017	29.35%	28.40%	23.99%
2018	-13.89%	-14.53%	-12.88%
2019	20.20%	19.53%	19.61%
2020	13.63%	12.69%	14.48%
2021	-0.64%	-1.30%	1.71%
2022	-12.87%	-13.51%	-16.65%
2023	15.09%	14.46%	13.00%
MTD	3.44%	3.34%	4.10%
Current QTD	6.56%	6.26%	6.42%
YTD	15.09%	14.46%	13.00%
3 Year (p.a.)	6.87%	6.04%	5.70%
5 Year (p.a.)	2.79%	2.09%	3.13%
10 Year (p.a.)	8.81%	7.89%	5.23%
ITD (p.a.)	7.52%	6.95%	1.63%
Rolling Quarter	6.56%	6.26%	6.42%
Rolling Year	24.80%	23.63%	18.14%

1. Dalton Investments LLC and Dalton Investments, Inc. (collectively, "Dalton Investments" or the "Firm") are investment advisers registered with the United States Securities and Exchange Commission ("SEC"). The Global Investment Performance Standards ("GIPS®") definition of the Firm excludes: (i) Dalton Investments' affiliates, such as Rosenwald Capital Management, Inc., (ii) its non-core real estate investment mandates and (iii) its closed, private client, high net-worth business.

2. Dalton Investments claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. Dalton Investments has been independently verified for the periods 01/01/2010 – 31/12/2022. A firm that claims compliance with the GIPS standards must establish policies and procedures for complying with all the applicable requirements of the GIPS standards. Verification provides assurance on whether the firm's policies and procedures related to composite and pooled fund maintenance, as well as the calculation, presentation, and distribution of performance, have been designed in compliance with the GIPS standards and have been implemented on a firm-wide basis. The Dalton Japan Long Only Composite (the "Composite") has had a performance examination for the periods 01/01/2010 – 31/12/2022. The Firm's list of pooled fund descriptions for limited distribution pooled funds is available upon request. Policies for valuing investments, calculating performance, and preparing GIPS Reports are available upon request. The verification and performance examination reports are available upon request. The Firm's list of composite descriptions is available upon request.

3. 1. The Composite's inception date was 1 July 1996 and contains all discretionary portfolio accounts managed within the Dalton Japan Long Only strategy. The Composite's strategy seeks to follow a disciplined value investment process to identify intrinsically undervalued Japanese companies or companies that derive substantial revenue from Japan. The Composite's strategy invests primarily in local ordinary shares and for Composite accounts that permit currency trading, certain currency instruments. The Composite's strategy typically does not permit use of leverage including derivatives or shorts. Illiquid securities are not a significant part of this Composite strategy. The Composite was created in December 2014.
4. 1. The Composite's benchmark is the MSCI Daily Total Return Net Japan Index (MSCI Japan (JPY), symbol: NDDUJN) (the "Benchmark") and is compiled by Morgan Stanley Capital International, Inc. It is a total return, free float-adjusted, capitalization-weighted index that is designed to track the performance of Japanese securities listed on the Tokyo Stock Exchange, Osaka Stock Exchange, JASDAQ and Nagoya Stock Exchange. Net total return indices reinvest dividends after the deduction of withholding taxes, using (for international indices) a tax rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. For comparison purposes, Benchmark returns do not reflect transaction costs, investment management fees or other fees and expenses that would reduce performance in an actual account. It is not possible to invest in the Benchmark. The Composite's portfolio accounts have held and are expected to continue to hold securities that are not included in the Benchmark and the Firm makes no representations that any account in the Composite is comparable to the Benchmark in composition or element of risk involved. Benchmark returns are not covered by the report of the independent verifiers.
5. 1. Composite and Benchmark performance presented is calculated on a total return basis, which includes the reinvestment of all income, plus realized and unrealized gains/ losses, if applicable. Individual portfolio account returns within the Composite may vary substantially for such factors including, among others, account specific restrictions – e.g., whether currency investments are permitted, timing of transactions, contributions, withdrawals, and market conditions at the time of investment. Performance is expressed in Japanese Yen and is presented net of estimated foreign withholding taxes on dividends, which vary amongst the Composite's portfolio accounts. To compute currency exchange rates, the Composite uses Bloomberg at 4PM EST close while the Benchmark uses WM Reuters at 4PM GMT close, which may result in differing exchange rates. For partial year periods, partial period Benchmark returns are used.
6. 1. Gross-of-fees returns for the Composite are presented before management and performance fees, but after all trading expenses, withholding taxes and custodial fees (if applicable). The current standard management and performance fees for the Dalton Japan Long Only strategy are 1.00 per cent. and 20.00 per cent. per annum, respectively. Actual fees may differ due to various factors including, but not limited to, account size. Returns do not reflect the deduction of investment advisory fees. The Firm's investment advisory fees are described in Dalton Investments' Form ADV Part 2.

The deduction of the management and performance fees (and the compounding effect thereof over time) will reduce the performance results and, correspondingly, an account's return. For example if ¥100 million were invested and experienced a 10 per cent. compounded annual total return for ten years, its ending value without giving effect to the deduction of the management or performance fees would be ¥259,374,246. If a 1 per cent. annual management fee, calculated and deducted quarterly, and 20 per cent. performance fee, calculated and deducted annually, were applied for the 10 year period, the total return would be 7.1 per cent. and the ending value would be ¥199,121,463.

1. Performance shown prior to July 1999 represents the performance of an account (the "Ported Account") managed by James B. Rosenwald III ("Mr. Rosenwald") through a Dalton Investments affiliated adviser (the "Ported Performance"). The investment management agreement for the Ported Account was transferred to Dalton Investments upon the firm's inception. The Ported Performance is linked to the Composite performance given that the strategy for Ported Performance account is substantially similar to the Composite's strategy. Mr. Rosenwald continues to be the primary portfolio manager.

2. 1. Internal dispersion is calculated using the equal weighted standard deviation of the gross annual returns of all portfolio accounts included in the Composite for the entire year. Dispersion is not presented for periods less than one year or when there were five or fewer portfolios in the composite for the entire year as it is not considered statistically meaningful.
3. 1. The three-year annualized standard deviation which uses gross annual returns measures the variability of the Composite and the Benchmark returns over the preceding 36-month period. The standard deviation is not presented for 1996 through 1998 as three years of data was not available at that point.
4. 1. GIPS® is a registered trademark of CFA Institute. CFA Institute does not endorse or promote this organization, nor does it warrant the accuracy or quality of the content contained herein.

Past performance does not guarantee future results. All investments involve risk including the loss of principal.

ANNEX 1

PRE-INVESTMENT DISCLOSURES

AIFM Directive disclosures

The Company is an externally managed alternative investment fund and has appointed FundRock Management Company (Guernsey) Limited as its AIFM. Set out below is the information required to be disclosed in accordance with Article 23 of the UK AIFM Directive:

Investment strategy and objective of the AIF

The current investment objective of the Company is set out in Annex 3 to this Prospectus. Subject to Shareholder approval of the relevant resolution at the NAVF General Meeting, the investment objective of the Company will be as set out in the section headed "investment objective" in Part 6 (Information on the Company) of this Prospectus.

Information on where any master AIF is established

Not applicable.

If the AIF is a fund of funds, the domicile of investee funds

Not applicable.

The type of assets in which the AIF may invest

The current investment policy of the Company is set out in Annex 3 to this Prospectus. Subject to Shareholder approval of the relevant resolution at the NAVF General Meeting, the investment policy of the Company will be as set out in the section headed "Investment Policy" in Part 6 (Information on the Company) of this Prospectus.

Investment techniques that may be employed by the AIF and all associated risks

Please see the headings titled "Investment Objective and Policy" and "Investment Strategy" in Part 6 (Information on the Company) of this Prospectus. Further please see the heading titled Risks Relating to the Company in Part 1 (Risk Factors) of this Prospectus.

Investment restrictions

Please see the heading titled "Investment restrictions" in Part 6 (Information on the Company) of this Prospectus.

Circumstances in which the AIF may use leverage, the types and sources of leverage permitted and the associated risks, any restrictions on the use of leverage and the maximum level of leverage which the AIFM is entitled to employ on behalf of the AIF

Please see the heading titled "Gearing Policy" in Part 6 (Information on the Company) of this Prospectus.

Any collateral and asset reuse arrangements

Not applicable.

Procedures by which the AIF may change its investment strategy or investment policy or both

Please see the heading titled "Amendment to the investment policy" in Part 6 (Information on the Company) of this Prospectus.

The main implications of the contractual relationship entered into for the purpose of investment including information on jurisdiction, the applicable law and on the existence (or not) of any legal instruments providing for the recognition and enforcement of judgments in the territory where the AIF is established

The Company is a public company limited by shares, incorporated in England and Wales. While investors acquire an interest in the Company on subscribing for or purchasing Shares, the Company is the sole legal and/or beneficial owner of its investments. Consequently, Shareholders have no direct legal or beneficial interest in those investments. The liability of Shareholders for the debts and other obligations of the Company is limited to the amount unpaid, if any, on the Shares held by them. Shareholders' rights in respect of their investment in the Company are governed by the Articles of Association and the Act. Under English law, the following types of claims may in certain circumstances be brought against a company by its shareholders: contractual claims under its articles of association; claims in misrepresentation in respect of statements made in its prospectus and other marketing documents; unfair prejudice claims and derivative actions. In the event that a Shareholder considers that it may have a claim against the Company in connection with such investment in the Company, such Shareholder should consult its own legal advisers.

Jurisdiction and applicable law

Shareholders' rights are governed principally by the Articles of Association and the Act. By subscribing for the Shares, investors agree to be bound by the Articles of Association which are governed by, and construed in accordance with, the laws of England and Wales.

Recognition and enforcement of foreign judgments

Regulation (EC) 593/2008 ("Rome I") must be applied in all member states of the European Union (other than Denmark). Accordingly, where a matter comes before the courts of the relevant member state, the choice of governing law in any given agreement is subject to the provisions of Rome I. Under Rome I, the member state's court may apply any rule of that member state's own law which is mandatory irrespective of the governing law and may refuse to apply a rule of governing law if it is manifestly incompatible with the public policy of that member state. Further, where all other elements relevant to the situation at the time of the choice are located in a country other than the country whose law has been chosen, the choice of the parties will not prejudice the application of provisions of the law of that country which cannot be derogated from by agreement. The United Kingdom has legislated to the effect that, immediately upon the conclusion of the Brexit transition period (i.e. 31 December 2020), the rules in Rome I were incorporated into domestic law. As a result, English choice of law clauses in contracts continue to be respected both in the UK and the EU member states.

Under the terms of the Withdrawal Agreement between the UK and the EU, a foreign judgment obtained in an EU member state relating to proceedings commenced prior to the expiry of the Brexit transition period (i.e. 31 December 2020) may be recognised and enforced in England pursuant to Council Regulation (EC) 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters. The position is the same in respect of a judgment which has been certified as a European Enforcement Order pursuant to Regulation (EC) 805/2004, so long as the relevant proceedings were commenced prior to the expiry of the Brexit transition period.

The identity of the AIFM, auditor and other service providers together with a description of their duties and the investors' rights

Alternative Investment Fund Manager

FundRock Management Company (Guernsey) Limited has been appointed to act as the alternative investment fund manager of the Company in compliance with the provisions of the AIFM Directive.

Investment Adviser

Rising Sun Management Ltd. has been appointed by the Company to provide certain advisory services to the Company and the AIFM in respect of the Portfolio.

Registrar

Computershare Investor Services PLC has been appointed as registrar to the Company in respect of the transfer and settlement of Shares held in certificated and uncertificated form.

Administrator

Apex Listed Companies Services (UK) Limited has been appointed as administrator to the Company. The Administrator provides the day-to-day administration of the Company and is also responsible for the Company's general administrative functions, such as calculation and publication of the Net Asset Value and maintenance of the Company's accounting and statutory records. The Administrator is responsible for calculating the Net Asset Value of the Ordinary Shares in consultation with the AIFM and Rising Sun and reporting this to the Board.

Company Secretary

Apex Listed Companies Services (UK) Limited has also been appointed as Company Secretary to the Company. The Company Secretary will provide company secretarial services and a registered office to the Company.

Custodian

The Northern Trust Company has been appointed by the Company to act as custodian of certain assets and to provide certain services as a custodian.

Auditor

BDO LLP has been appointed by the Company as its statutory auditor.

Since the service providers are engaged by the Company, investors will have no direct right to enforce any rights against any of the service providers.

Management of professional liability risk

The provisions of the UK AIFM Directive concerning professional indemnity insurance or additional own funds to cover professional negligence risk do not apply to the AIFM. Nevertheless, the AIFM has the benefit of professional indemnity and directors' and officers' liabilities insurance coverage.

Delegated management function

The Company has delegated responsibility for day-to-day management of the investments comprised in the Company's portfolio to the AIFM (which has in turn delegated portfolio management activities to the Investment Adviser). The Directors have responsibility for exercising supervision of the AIFM and the Investment Adviser.

The Company's valuation procedure and pricing methodology

Please see the heading titled "Net Asset Value" in Part 6 (Information on the Company) of this Prospectus.

The Company's liquidity risk management, including redemption rights and redemption arrangements

Please see the headings titled "Discount Management Provisions" in Part 1 (Risk Factors) and "The Articles of Association" in Part 15 (General Information) of this Prospectus. The Ordinary Shares are not redeemable.

Fees, charges and expenses, which are directly or indirectly borne by investors

Please see the heading titled "Fees and Expenses" in Part 7 (Directors, Management and Administration) of this Prospectus.

Fair and preferential treatment of investors

The AIFM ensures that investors are treated fairly in a number of ways, including by ensuring that any preferential treatment granted by the AIFM to one or more investors does not result in an overall material disadvantage to the other investors by: (i) ensuring that its decision-making procedures are applied fairly as between investors; (ii) applying relevant policies and procedures properly; (iii) ensuring, to the extent within its power, that investors do not bear directly or indirectly fees, charges and expenses which are inappropriate in nature or amount; (iv) complying with the rules and guidance of the GFSC (or equivalent) applicable to it; and (v) conducting its activities honestly, fairly and with due skill, care and diligence.

The Company's latest net asset value or latest market price of its share

The Company's Net Asset Value is published daily by way of an RIS announcement.

The Company's historical performance

The Company's historical performance data, including the Company's annual and interim reports are available on the Company's website.

The Company's prime brokerage firm together with a description of any material arrangements of the AIF with its prime brokerage firm and the way any conflicts of interest are managed, the provision in the contract with the depositary on the possibility of transfer and reuse of AIF assets, and information about any transfer of liability to the prime brokerage firm that may exist

J.P. Morgan Securities plc has been appointed as the Company's prime broker. Please see the heading titled "Prime Brokerage Agreement" in Part 15 (General Information) for a description of the Company's arrangements with the Prime Broker. The Company does not consider that any conflicts of interest arise from the appointment of the Prime Broker. The Prime Broker manages conflicts of interest in accordance with its conflicts of interest policy which has been prepared in accordance with all applicable regulation (including MiFID).

The Company's annual report, and periodic disclosure requirements

The information required to be disclosed under paragraphs 3.2.5 and 3.2.6 of the FUND sourcebook within the FCA Handbook is and will be disclosed in the Company's audited annual report.

EU Sustainable Finance Disclosure Regulation (EU) 2019/2088 ("SFDR") and EU Taxonomy Regulation (EU) 2020/852

Pursuant to Article 6 of the Sustainable Finance Disclosure Regulation ("SFDR"), FundRock Management Company (Guernsey) Limited (as AIFM) is required to describe the manner in which sustainability risks are integrated into its investment decision-making processes. In relation to the Company, the AIFM has delegated the day-to-day investment management to Rising Sun, and as such looks to Rising Sun to implement and adhere to its own sustainability risk policies and processes in respect of the Company. The AIFM considers sustainability risks as part of its initial and ongoing due diligence on Rising Sun, including:

• l the manner in which Rising Sun integrates sustainability risks into its investment decision-making process;
• l ongoing monitoring of Rising Sun's approach to the integration of sustainability risks, which may include the receipt of periodic reporting on Rising Sun's approach to sustainability risks and, where relevant, the impact of sustainability risks on the Company;
• l expecting Rising Sun to have in place an investment policy and process that includes consideration of the sustainability risks that could impact the risk and return profile of current and potential investments of the Company; and
• l expecting Rising Sun to make decisions in line with its stated investment philosophy, including Rising Sun's approach to the integration of sustainability risks.

Further detail on the AIFM's approach to the integration of sustainability risk, including pre-investment due diligence and portfolio monitoring can be found in its sustainability risk policy available on the AIFM's website at https://www.fundrock.com/media/mbtpjl0j/ifm_-_sustainability_risk_policy.pdf.

As investment adviser to the Company, Rising Sun has adopted a sustainability policy incorporating principles based on the United Nation's Principles for Responsible Investment ("UNPRI") and which covers the integration of environmental, social and governance risk analysis into its investment process and its policy on the stewardship of its client assets.

SFDR requires an AIFM to make certain disclosures on its website explaining whether it considers principal adverse impacts of investment decisions on sustainability factors ("PAI"). The AIFM is also required, inter alia, to disclose for each fund it operates whether, and if so how, that fund considers principal adverse impacts on sustainability factors. The AIFM does not currently consider the PAI of investment decisions on sustainability factors as it considers that for the strategies and funds operated by the AIFM (including the Company), either PAI are not relevant or there is currently a lack of available and reliable data for the AIFM to report in this in the detailed way that SFDR requires.

The investments underlying this financial product do not take into account the EU criteria for environmentally sustainable economic activities.

ANNEX 2

FORM OF ACCREDITED INVESTOR/QUALIFIED PURCHASER INVESTOR LETTER [PLACE ON AI/QP LETTERHEAD]

Nippon Active Value Fund plc (the "Company") C/O Computershare Investor Services PLC The Pavilions, Bridgewater Road, Bristol BS13 8AE By email to: NAVFOffer@computershare.co.uk

Date: [Insert Date] Dear Sir or Madam,

In connection with my receipt of ordinary shares (the "Shares") in the capital of the Company pursuant to the scheme of reconstruction of [abrdn Japan Investment Trust plc under section 110 of the Insolvency Act 1986/ Atlantis Japan Growth Fund Limited under section 391(1)(b) of the Companies (Guernsey) Law, 2008], I hereby represent, warrant and agree for the benefit of the Company and each of their respective directors, officers and affiliates that:

• 1. I understand that the offer and sale of the Shares (the "Sale") has not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act").
• 1. I am acquiring the Shares either for my own account or as a fiduciary or agent for one or more investor accounts, as to which I exercise sole investment discretion and have authority to make, and do make, the statements contained in this letter ("Accounts"), and in each case the acquisition of the Shares is being made for investment purposes.
• 1. I am, and each Account is, both (i) an "accredited investor" ("AI") as defined in Rule 501(a) of Regulation D under the Securities Act and (ii) a "qualified purchaser" ("QP") as defined in Section 2(a)(51) of the United States Investment Company Act of 1940, as amended (the "Investment Company Act"); and I further represent and warrant that the information set forth in the AI certification attached hereto as Appendix I and completed by me is true and correct.
• 1. I am not and each Account is not (and neither I nor any Account will be deemed for purposes of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the U.S. Internal Revenue Code of 1986, as amended (the "Code") to be) and, for so long as I hold or any Account holds the Shares will not be (or be deemed for such purposes to be) (i) (A) an "employee benefit plan" as defined in ERISA and that is subject to Part 4 of Subtitle B of Title I of ERISA, (B) a "plan" as defined in and subject to Section 4975 of the Code or (C) any entity whose underlying assets include, or are deemed for purposes of ERISA or the Code to include, "plan assets" by reason of such plan investment in the entity (each of the foregoing, a "Benefit Plan Investor"), or (ii) (A) an employee benefit plan that is not a Benefit Plan Investor which is subject to any U.S. federal, state, local or non-U.S. law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code ("Similar Law") and (B) the purchase and holding of such Shares, as applicable, does not and will not violate any such substantially Similar Law.
• 1. The Shares have not been offered to me by the Company or any other person connected to the Sale by means of any form of any "general solicitation" or "general advertising" (as such terms are defined in Regulation D under the Securities Act).
• 1. I have sufficient knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of the purchase of the Shares, and I am and each Account is able to bear the economic and financial risk (including a complete loss) of such a purchase.
• 1. I acknowledge that in making my decision to acquire any Shares, I: (i) have had access to such information as I deem necessary or appropriate in connection with my acquisition of the Shares; and (ii) have made my own investment decision regarding the Shares based on my own knowledge and information which is publicly available with respect to the Shares and the Company.
• 1. I understand that the Shares will be listed on the regulated market of the London Stock Exchange, and the Company is therefore required to publish or make publicly available certain business and financial information in accordance with the rules and practices of the London Stock Exchange, and I am able to obtain or access such information without undue difficulty.
• 1. I understand that an offering document has been prepared in accordance with local UK disclosure standards which differs from U.S. format and style, in particular, but without limitation: (i) it does not purport to comply, and may not comply, with the disclosure requirements set out under the U.S. federal securities laws, rules and regulations or those of any state or other jurisdiction of the United States, and (ii) the financial information contained and incorporated by reference in the offering document has been prepared in accordance with UK adopted international accounting standards, and thus may not be comparable to financial statements of U.S. companies prepared in accordance with U.S. generally accepted accounting principles.
• 1. I am not acquiring the Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act, except in accordance with the provisions set forth below.
• 1. I acknowledge that: (i) the Shares are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act); (ii) the Shares may not be reoffered, sold, pledged or otherwise transferred and neither I nor any Account will directly or indirectly reoffer, sell, pledge or otherwise transfer the Shares except pursuant to an exemption from the registration requirements of the Securities Act; and (iii) no representation is made as to the availability of the exemption provided in Rule 144A under the Securities Act or any other exemption.
• 1. I agree that so long as the Shares are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act), neither I nor any Account will deposit the Shares in a depositary receipt programme in the United States or for U.S. investors.
• 1. I understand that the Company will not be registered as an investment company under the Investment Company Act and that: (i) if in the future I decide to offer, resell, pledge or otherwise transfer any of the Shares, such Shares may be offered, resold, pledged or otherwise transferred only in an offshore transaction to non-U.S. Persons in accordance with the legend set out below and having executed an Offshore Transaction Letter in the form set out in Appendix II attached hereto except, in the case of a transfer through CREST of the Shares in uncertificated form only, where such notification is not possible.
• 1. I acknowledge that the Company and the registrar or its/their agents reserve the right to make inquiries of any holder of the Shares or interests therein at any time as to such person's status under U.S. securities laws, and to require any such person that has not satisfied the Company that such person is holding appropriately under U.S. securities laws to transfer such Shares or interests therein immediately to the Company.
• 1. I understand that if any shares are delivered to me in certificated form, the certificate to be delivered in respect of the Shares will bear a legend substantially to the following effect:

"THE SECURITY OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THIS LEGEND. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS SECURITY, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY EXCEPT IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") TO A PERSON OUTSIDE THE UNITED STATES AND NOT KNOWN BY THE TRANSFEROR TO BE A U.S. PERSON, IF EITHER (1) AT THE TIME THE BUY ORDER ORIGINATED THE TRANSFEREE WAS OUTSIDE THE UNITED STATES, OR THE TRANSFEROR AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVED THE TRANSFEREE WAS OUTSIDE THE UNITED STATES OR (2) THE SALE IS MADE IN A TRANSACTION EXECUTED IN A DESIGNATED OFFSHORE SECURITIES MARKET, AND TO A PERSON NOT KNOWN TO THE TRANSFEROR TO BE A U.S. PERSON BY PRE-ARRANGEMENT OR OTHERWISE, AND UPON CERTIFICATION TO THAT EFFECT BY THE TRANSFEROR IN WRITING IN AN OFFSHORE TRANSACTION LETTER (IN THE FORM OF APPENDIX II TO THE INVESTOR REPRESENTATION LETTER) OR ANOTHER FORM ACCEPTABLE TO THE ISSUER. THE TERMS "US PERSON", "OFFSHORE TRANSACTION" AND "DESIGNATED OFFSHORE SECURITIES MARKET" HAVE THE MEANINGS SET FORTH IN REGULATION S. NIPPON ACTIVE VALUE FUND PLC HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT").

THE HOLDER OF THIS SECURITY AND ANY SUBSEQUENT TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT (I) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR UNLESS IT ACQUIRES THE SECURITY ON OR PRIOR TO ADMISSION WITH THE WRITTEN CONSENT OF THE COMPANY, AND (II) (A) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH SECURITY DOES NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986 (THE "CODE") AND (B) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), (1) IT IS NOT, AND FOR SO LONG AS IT HOLDS SUCH SECURITY OR INTEREST THEREIN WILL NOT BE, SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT COULD CAUSE THE UNDERLYING ASSETS OF THE COMPANY TO BE TREATED AS ASSETS OF A SHAREHOLDER BY VIRTUE OF ITS INTEREST IN THE SECURITY AND THEREBY SUBJECT THE COMPANY (OR ANY PERSONS RESPONSIBLE FOR THE INVESTMENT AND OPERATION OF THE COMPANY'S ASSETS) TO ANY SIMILAR LAW AND (2) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH SECURITY WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW AND (III) IT WILL AGREE TO CERTAIN TRANSFER RESTRICTIONS REGARDING ITS INTEREST IN SUCH SECURITIES. A "BENEFIT PLAN INVESTOR" MEANS (1) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA), SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF ERISA, (2) A PLAN TO WHICH SECTION 4975 OF THE CODE APPLIES, OR (3) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY."

• 1. I acknowledge and understand that the Company is likely a passive foreign investment company ("PFIC") for U.S. federal income tax purposes and is likely to be a PFIC in future years. If the Company is a PFIC, U.S. taxable investors may be subject to adverse U.S. tax consequences in respect of their investment in the Shares, and I further acknowledge and understand that the Company does not expect to provide to U.S. shareholders the information needed to report income and gain pursuant to a "qualified electing fund" election, which election would alleviate some of the adverse tax consequences of PFIC status. I have taken independent tax advice in this regard, to the extent deemed relevant, to assess the relevance of the PFIC status of the Company to my investment in the Shares.
• 1. I acknowledge that the Company and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties, I consent to such reliance and agree that if any such acknowledgement, representation or warranty deemed to have been made by virtue of my purchase of Shares is no longer accurate, I will promptly notify the Company.
• 1. I understand that these representations are required in connection with the laws of the United States and the states thereof. I irrevocably authorise the Company to produce this letter to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters covered thereby.

This letter is governed by and construed in accordance with the laws of the State of New York.

Very truly yours –––––––––––––––––––––––––––––––––––––––––
Name: _____
Date: ______
Address: _________
–––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––

APPENDIX I

ACCREDITED INVESTOR QUESTIONNAIRE

The purpose of this Questionnaire is to determine whether you are an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the "Securities Act"), in connection with your purchase of securities ("Investment") from Nippon Active Value Fund plc (the "Issuer").

Your answers to the questions contained herein must be true and correct in all respects, and a false representation by you may constitute a violation of law. All information supplied will be treated in strict confidence. This Questionnaire may be provided to such parties as deemed appropriate by the Issuer to establish the availability of an exemption from registration under the Securities Act and under state securities laws.

GENERAL INFORMATION

PLEASE ANSWER EACH QUESTION. (Please print or type.) If the answer to any question is "None" or "Not Applicable," please so state.

1.	Name:		_____________
2.	Address:	_____________ Number and street (no p.o. boxes)
		City, state and zip code	_____________
3.	Telephone:	Home ______	Work ______
4.	Fax (if any):	Home ______	Work ______
5.		Email address: _____________
6.	Send mail to: (check one): _ Home _ Office
	Other: (address) _________
			_________
7.	Social Security Number (or, if entity, EIN): _________
8.	Date of Birth: _____________
9.	Account Registration Type (check one):
	Individual Account		If entity, ensure full name of entity is
	Joint Account		properly given above in item 1.
	Individual Retirement Account
	Corporation/Partnership/Other
	Trust

ACCREDITED INVESTOR QUALIFICATION

The undersigned understands that the representations contained below are made for the purpose of qualifying him or her as an "accredited investor" as that term is defined in Regulation D under the Securities Act and for the purpose of inducing a sale of the securities to him or her. The undersigned hereby represents that the statement or statements initialed below are true and correct in all respects. The undersigned understands that a false representation may constitute a violation of law, and that any person who suffers damage as a result of a false representation may have a claim against the undersigned for damages.

1. QUESTIONNAIRE FOR INDIVIDUALS

The undersigned certifies that he or she is an "accredited investor" by virtue of being at least one of the following (CHECK ALL THAT ARE APPLICABLE):

• ____(1) I had individual income in excess of \$200,000 in each of the two most recent years or joint income with my spouse or spousal equivalent in excess of \$300,000 in each of those years and have a reasonable expectation of reaching the same income level in the current year.
• ____(2) My individual net worth, or joint net worth with my spouse or spousal equivalent, exceeds \$1,000,000. For purposes of calculating net worth under this paragraph my primary residence is not included as an asset; indebtedness that is secured by my primary residence, up to the estimated fair market value of the primary residence at the time of the purchase of securities, is not included as a liability (except that if the amount of such indebtedness outstanding at the time of purchase of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess is included as a liability); and indebtedness that is secured by my primary residence in excess of the estimated fair market value of the primary residence at the time of the purchase of securities is included as a liability.
• ____(3) I am a director or executive officer of the Issuer.
• ____(4) I hold one of the following licenses in good standing: General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65).
  • The undersigned is not an "accredited investor".

2. QUESTIONNAIRE FOR CORPORATIONS, PARTNERSHIPS AND OTHER ENTITIES

The undersigned certifies that it is an "accredited investor" by virtue of being at least one of the following (CHECK ALL THAT ARE APPLICABLE):

• _____(1) The undersigned hereby certifies that all of the beneficial equity owners of the undersigned qualify as accredited individual investors under items 1 or 2 above.
• _____(2) The undersigned has total assets in excess of \$5,000,000, was not formed for the specific purpose of acquiring the securities offered and is one or more of the following (check one or more, as appropriate):
• ____(a) an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended;
• ____(b) corporation;
• ____(c) a Massachusetts or similar business trust;
• ____(d) partnership; or
• ____(e) limited liability company.
• _____(3) The undersigned is a trust with total assets exceeding \$5,000,000, which was not formed for the specific purpose of acquiring the securities offered and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the investment in the securities offered.
• _____(4) The undersigned is a bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity.
• _____(5) The undersigned is a broker or dealer registered pursuant to section 15 of the U.S. Securities Exchange Act of 1934.
• _____(6) The undersigned is an investment adviser registered pursuant to section 203 of the U.S. Investment Advisers Act of 1940 or registered pursuant to the laws of a state.
• _____(7) The undersigned is an investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the U.S. Investment Advisers Act of 1940.
• _____(8) The undersigned is an insurance company as defined in section 2(a)(13) of the Securities Act.
• _____(9) The undersigned is an investment company registered under the U.S. Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act.
• _____(10) The undersigned is a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.
• _____(11) The undersigned is a Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act.
• _____(12) The undersigned is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of \$5,000,000.
• _____(13) The undersigned is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and (check one or more, as applicable):
• ____(a) the investment decision is made by a plan fiduciary, as defined therein, in Section 3(21), which is either a bank, savings and loan association, insurance company, or registered investment adviser;
• ____(b) the employee benefit plan has total assets in excess of \$5,000,000; or
• ____(c) the plan is a self-directed plan with investment decisions made solely by persons who are "accredited investors" as defined therein.
• _____(14) The undersigned is a private business development company as defined in Section 202(a)(22) of the US Investment Advisers Act of 1940.
• _____(15) The undersigned is an entity, of a type not listed in paragraphs (1) to (14), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of \$5,000,000.
• _____(16) The undersigned is a "family office," as defined in rule 202(a)(11)(G)-1 under the U.S. Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) with assets under management in excess of \$5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
• _____(17) The undersigned is a "family client," as defined in rule 202(a)(11)(G)-1 under the U.S. Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (16) above and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (16)(iii) above.
  • The entity is not an "accredited investor."

C. REPRESENTATIONS AND SIGNATURE

The undersigned hereby represents that all the information supplied herein is true, correct and complete as of the date hereof. The undersigned understands that the answers to the questions submitted will be relied on by the Issuer in connection with the Investment. The undersigned agrees to notify the Issuer immediately of any change in the foregoing answers.

_________________________________________

––––––––––––––––––––––––––––––––––––––––– Print Name

By: ______________________________________

Signature of Authorized Signatory

Name of Authorized Signatory (if an entity)

_________________________________________

Title of Authorized Signatory (if an entity)

APPENDIX II

FORM OF OFFSHORE TRANSACTION LETTER

Nippon Active Value Fund plc C/O Computershare Investor Services PLC The Pavilions, Bridgewater Road, Bristol BS13 8AE By email to: NAVFOffer@computershare.co.uk

Date: [Insert Date]

Dear Sir or Madam,

This letter (an "Offshore Transaction Letter") relates to the sale or other transfer by us of Shares (the "Securities") of Nippon Active Value Fund plc (the "Company") in an offshore transaction pursuant to Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Terms used in this Offshore Transaction Letter are used as defined in Regulation S, except as otherwise stated herein.

The undersigned acknowledges (or if the undersigned is acting for the account of another person, such person has confirmed that it acknowledges) that the Securities have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and that the Company has not registered and will not register as an investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act").

The undersigned hereby represents, warrants, acknowledges and agrees, on its own behalf and on behalf of each account for which it holds Securities, that:

• 1. The offer and sale of the Securities was not and will not be made to a person in the United States or to a person known by us to be a U.S. Person.
• 1. The undersigned has no reason to believe that any portion of the assets used by the person to whom the undersigned is transferring the Securities to purchase, and no portion of the assets used by such purchaser to hold, the Securities or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" that is subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) a plan, individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), (iii) entities whose underlying assets are considered to include "plan assets" of any plan, account or arrangement described in preceding clause (i) or (ii), or (iv) any governmental plan, church plan, non-U.S. plan or other investor whose purchase or holding of Securities would be subject to any state, local, non-U.S. or other laws or regulations similar to Title I of ERISA or Section 4975 of the Code or that would have the effect of the regulations issued by the US Department of Labor set forth at 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA.
• 1. Either (a) at the time the buy order for the Securities was originated, the buyer was outside the United States or the undersigned and any person acting on the undersigned's behalf reasonably believed that the buyer was outside the United States, or (b) the transaction in the Securities was executed in, on or through the facilities of a designated offshore securities market as defined in Regulation S, and neither the undersigned nor any person acting on the undersigned's behalf knows that the transaction was pre-arranged with a buyer in the United States.
• 1. Neither the undersigned, nor any of the undersigned's affiliates, nor any person acting on the undersigned's or their behalf has made any directed selling efforts in the United States with respect to the Securities.
• 1. The proposed transfer of the Securities is not part of a plan or scheme to evade the registration requirements of the Securities Act or the Investment Company Act.
• 1. The undersigned acknowledges that each of the Company, its affiliates (as such term is defined in Rule 405 under the Securities Act) and their respective directors, officers, agents, employees and advisers, and others will rely on the representations, warranties, acknowledgments and agreements contained

in this Offshore Transaction Letter as a basis for exemption of the sale or other transfer of the Securities under the Securities Act, the Investment Company Act, under the securities laws of all applicable states, for compliance with ERISA and the Code and for other purposes. If any of the representations, warranties, acknowledgments or agreements made by the undersigned are no longer accurate or have not been complied with, the party signing this Offshore Transaction Letter has sole investment discretion with respect to each such account and it has full power to make, and does make, such foregoing representations, warranties, acknowledgments and agreements on behalf of each such account.

• 1. Neither the Company nor any of its agents or affiliates (as such term is defined in Rule 405 under the Securities Act) participated in the sale of the Securities.
• 1. The undersigned confirms that, prior to the sale of the Securities, the undersigned notified the purchaser of such Securities or the executing broker, as applicable, of any transfer restrictions that are applicable to the Securities being sold.

This letter is governed by and will be construed in accordance with the laws of the State of New York.

Where there are joint transferors, each must sign this Offshore Transaction Letter. An Offshore Transaction Letter of a corporation must be signed by an authorised officer or be completed otherwise in accordance with such corporation's constitution (evidence of such authority may be required).

The undersigned agrees that the Company and its agents and their respective affiliates (as such term is defined in Rule 405 under the Securities Act) may rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.

Very truly yours,

–––––––––––––––––––––––––––––––––––––––––
Name: _____
Date: ______
Address: _________
___________

_________________________________________ _________________________________________

ANNEX 3

PROPOSED CHANGES TO INVESTMENT POLICY

Existing Investment Policy

The Company's Investment Policy as at the date of this Prospectus is as follows:

"Investment objective

The investment objective of the Company is to provide Shareholders with attractive capital growth through the active management of a focused portfolio of quoted companies which have the majority of their operations in, or revenue derived from, Japan and that have been identified by the Investment Adviser as being undervalued.

Investment policy

The Company will invest in a highly concentrated portfolio of shares issued by quoted companies which have the majority of their operations in, or revenue derived from Japan, and which the Investment Adviser deems attractive and undervalued and typically where (i) cash constitutes a significant proportion of the investee company's market capitalisation; and (ii) the relevant company has no controlling or majority shareholders.

The Board will not set any limits on sector weightings or stock selection within the portfolio. The Board will apply the following restrictions on the size of its investments:

• l not more than 30 per cent. of the Gross Asset Value at the time of investment will be invested in the securities of a single issuer (such restriction does not, however, apply to investment of cash held for working capital purposes and pending investment or distribution in near cash equivalent instruments including securities issued or guaranteed by a government, government agency or instrumentality of any EU or OECD Member State or by any supranational authority of which one or more EU or OECD Member States are members); and
• l the value of the four largest investments at the time of investment will not constitute more than 75 per cent. of the Gross Asset Value.

The Company will not be constrained by any index benchmark in its asset allocation.

Additionally, while the Company intends that the majority of its investments will be in quoted companies, it may also make investments in unquoted companies and the Company may become invested in unquoted companies as a result of corporate actions or commercial transactions undertaken by quoted companies. The Company will only make investments in unquoted companies in order to maintain or improve its position in relation to a business which operated through a quoted entity at the time of the Company's initial investment in that business. In any event, the Company will only make an investment in an unquoted company if the aggregate interest of the Company in unquoted companies at the time of such investment is not more than 10 per cent. of the Net Asset Value of the Company at that time.

This will mean if a quoted portfolio company is delisted or an unquoted investment is revalued with the effect of increasing the Company's interest in unquoted investments to above 10 per cent. of the Company's Net Asset Value at that time, the Company will not be in breach of its investment policy and will not have to divest itself of any unquoted investments. However, while the Company's interest in unquoted investments remains above 10 per cent. of its Net Asset Value, the Company will not be able to make any further investments in unquoted companies.

Investment restrictions

There are no restrictions placed on the market capitalization of investee companies, but it is expected that the portfolio will be weighted towards small cap companies with market capitalization of up to US\$1 billion. Once fully invested, the portfolio is expected to have up to 20 holdings although there is no guarantee that this will be the case and it may contain a lesser or greater number of holdings at any time.

The Company intends to acquire large minority stakes of typically 4.9 to 25.0 per cent. in each investee company. Nevertheless, in certain limited circumstances the Company may acquire a larger stake in an investee company if the investment case so warrants. The Company will not, however, acquire any stake which could cause a change in its status as an investment trust under Chapter 4 of Part 24 of the Corporation Tax Act 2010.

The Company will comply with the following investment restrictions for so long as they remain requirements of the Listing Rules (relevant elements of which the Company has voluntarily undertaken to comply):

• l neither the Company, nor any of its subsidiaries will conduct any trading activity which is significant in the context of the Group as a whole;
• l no more than 10 per cent., in aggregate, of the value of the total assets of the Company will be invested in other listed closed-ended investment funds; and
• l the Company must, at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with the published investment policy.

Treasury policy

Until the Company is fully invested, and pending re-investment or distribution of cash receipts, the Company will invest in cash, cash equivalents, near cash instruments and money market instruments.

The Company expects to maintain any non-operational cash balances in Japanese yen.

The Company may also use derivatives for gearing and efficient portfolio management purposes.".

New Investment Policy

If the proposed amendment to the Investment Policy is approved at the NAVF General Meeting by the passing of the relevant resolution, then the full text of the Investment Policy will be amended as set out below.

"Investment objective

The investment objective of the Company is to provide Shareholders with attractive long-term capital growth primarily through the active management of a focused portfolio of quoted companies which that have the majority of their operations in, or revenue derived from, Japan , or a majority of whose consolidated net assets are held in Japan, or that are included in the TOPIX, and that have been identified by the Investment Adviser as being undervalued.

Investment policy

Asset allocation

The Company will primarily invest in a highly concentrated selective portfolio of shares issued by quoted companies which that have the majority of their operations in, or revenue derived from Japan or a majority of whose consolidated net assets are held in Japan, or that are included in the TOPIX ("Japanese Shares"), and which the Investment Adviser deems attractive and undervalued and typically where (i) cash and other liquid investments, real estate and/or tradeable securities constitutes a significant proportion of the investee company's market capitalisation; and (ii) the relevant company has no controlling or majority shareholders.

The Company may also from time to time obtain exposure to Japanese Shares, Derivatives (as defined below), cash, cash equivalents, exchange traded funds, near cash instruments and money market instruments, which may not necessarily suit activist management by the Investment Adviser, though this will be opportunistic, including as part of an acquisition of a broader portfolio, and will not form a core focus for asset allocation on an ongoing basis.

There are no restrictions placed on the market capitalisation of investee companies; but it is expected that the portfolio will be weighted towards small-cap and mid-cap companies with market capitalisation of up to US\$3 billion. The portfolio is expected to have up to 35 holdings, although there is no guarantee that this will be the case, and it may contain a lesser or greater number of holdings at any time.

The Company intends to acquire meaningful minority stakes in each investee company. The Company will not, however, acquire any stake which could cause a change in its status as an investment trust under Chapter 4 of Part 24 of the Corporation Tax Act 2010.

The Board will not set any limits on sector weightings or stock selection within the portfolio. The

Board will apply the following restrictions on the size of its investments: • not more than 30 per cent. of the Gross Asset Value at the time of investment will be invested in the securities of a single issuer (such restriction does not, however, apply to investment of cash held for working capital purposes and pending investment or distribution in near cash equivalent instruments including securities issued or guaranteed by a government, government agency or instrumentality of any EU or OECD Member State or by any supranational authority of which one or more EU or OECD Member States are members); and

• the value of the four largest investments at the time of investment will not constitute more than 75 per cent. of the Gross Asset Value.

The Company will not be constrained by any index benchmark in its asset allocation.

The Company may use derivatives for efficient portfolio management purposes. Such purposes would include the management of cash received by the Company upon the occurrence of significant liquidity events (including, without limitation, the receipt of proceeds of fundraisings, the realisation of Portfolio assets and other cash-generative events such as the completion of a management buyout by an investee company). Such derivative contracts may, for example, give the Company exposure to the whole or a sub-section of the Japanese stock market until such time as the Investment Adviser determines that the Company's derivative position should be liquidated and invested in an investee company in accordance with the Investment Policy (the foregoing derivative contracts being, for the purposes of this Investment Policy "Derivatives").

Additionally, while the Company intends that the majority of its investments will be in quoted companies, it may also make investments in unquoted companies and the Company may become invested in unquoted companies as a result of corporate actions or commercial transactions undertaken by quoted companies. The Company will only make investments in unquoted companies in order to maintain or improve its position in relation to a business which operated through a quoted entity at the time of the Company's initial investment in that business. In any event,

Investment restrictions

The Board will apply the following restrictions on the size of its investments:

• l not more than twenty per cent. (20 per cent.) of the Gross Asset Value at the time of investment will be invested in the securities of a single issuer (such restriction does not, however, apply to investment of cash held for working capital purposes and pending investment or distribution in near cash equivalent instruments including securities issued or guaranteed by a government, government agency or instrumentality of any EU or OECD Member State or by any supranational authority of which one or more EU or OECD Member States are members);
• l the Company will only make an investment in an unquoted company if the aggregate interest of the Company in unquoted companies at the time of such investment is not more than 10 ten per cent. (10 per cent.) of the Net Asset Value of the Company at that time. This will mean if a quoted portfolio company is delisted or an unquoted investment is revalued with the effect of increasing the Company's interest in unquoted investments to above 10 ten per cent. (10 per cent.) of the Company's Net Asset Value at that time, the Company will not be in breach of its Investment Policy and will not have to divest itself of any unquoted investments. However, Nevertheless, while the Company's interest in unquoted investments remains above 10 ten per cent. (10 per cent.) of its Net Asset Value, the Company will not be able to make any further investments in unquoted companies.;
• l total net investment Derivative exposure will not exceed twenty per cent. (20 per cent.) of Gross Asset Value at the time of investment; and
• l total exposure to any single counterparty which has issued Derivatives to the Company will not exceed twenty per cent. (20 per cent.) of Gross Asset Value at the time of investment.

Investment restrictions

There are no restrictions placed on the market capitalization of investee companies, but it is expected that the portfolio will be weighted towards small cap companies with market capitalization of up to US\$1 billion. Once fully invested, the portfolio is expected to have up to 20 holdings although there is no guarantee that this will be the case and it may contain a lesser or greater number of holdings at any time.

The Company intends to acquire large minority stakes of typically 4.9 to 25.0 per cent. in each investee company. Nevertheless, in certain limited circumstances the Company may acquire a larger stake in an investee company if the investment case so warrants. The Company will not, however, acquire any stake which could cause a change in its status as an investment trust under Chapter 4 of Part 24 of the Corporation Tax Act 2010.

The Company will comply with the following investment restrictions for so long as they remain requirements of the Listing Rules (relevant elements of which the Company has voluntarily undertaken to comply)::

• l neither the Company, nor any of its subsidiaries will conduct any trading activity which is significant in the context of the Group as a whole;
• l no more than 10 ten per cent. (10 per cent.), in aggregate, of the value of the total assets of the Company will be invested in other listed closed-ended investment funds (except to the extent that those investment funds have stated investment policies to invest no more than fifteen per cent. (15 per cent.) of their total assets in other investment companies which are listed on the Official List); and
• l the Company must, at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with the published Investment Policy.

Treasury policy

Until the Company is fully invested, and pending re-investment or distribution of cash receipts, the Company will invest in use Derivatives, cash, cash equivalents, exchange traded funds, near cash instruments and money market instruments in accordance with the Investment Policy.

The Company expects to maintain any non-operational cash balances in Japanese yen.

The Company may also use derivatives for gearing and efficient portfolio management purposes.".