Nippon Active Value Fund : Single prospectus

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.

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.

LR2.2.10(2)

A1.1.5

A4.1.6

A11.1.5

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.

A1.1.1

A1.1.2

A11.1.1

A11.1.2

LR2.2.3

LR2.2.9(1)

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

2

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

3

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.

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	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.

PR7.3

PR7.4(a)

PR7.5

PR7.4(b)

PR7.6(a)

4

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.

What is the key financial information regarding the issuer?

PR7.6(b)

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

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