T&K Toka Tender Offer

22 January 2024

LEI: 213800JOFEGZJYS21P75

Nippon Active Value Fund plc

T&K Toka Tender Offer

Portfolio company actions

Nippon Active Value Fund plc ("NAVF"), targeting attractive returns by active engagement with undervalued Japanese equities, is delighted to today announce that K.K. BCJ-74, an entity which is indirectly owned by a fund that receives investment advice from Bain Capital Private Equity, LP (the "Offering Vehicle") has announced the launch of a tender offer to acquire all of the shares in T&K TOKA CO., LTD. ("T&K Toka") (the "Tender Offer"), and that NAVF has agreed to tender its existing holding in T&K Toka in the Tender Offer as part of the transaction.

NAVF is pleased that its previous tender offer appears to have had the intended effect of prompting management to assess the strategic future of T&K Toka.

NAVF is furthermore pleased that following the de-listing of T&K Toka, NAVF and certain co-investors in T&K Toka (Dalton Investments, Inc. and NAVF Select LLC, the "Co-Investors") have agreed with the Offering Vehicle that NAVF and the Co-Investors will reinvest an amount of their tender offer proceeds for a total of 15 per cent. of the unlisted equity in a holding company of the Offering Vehicle (the "Reinvestment"). The precise terms of the Reinvestment are subject to good faith discussions between NAVF, the Co-Investors and the holding company of the Offering Vehicle.

Furthermore, pursuant to the tender agreement Mr Kazutaka Mizuochi, President of NAVF's investment adviser, Rising Sun Management Limited, will be appointed as a director of the holding company of the Offering Vehicle.

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

Although it is NAVF's strategy to invest in Japanese public equities, through its successful engagement with portfolio companies, and as a result of corporate actions it is expected that a small proportion of the overall portfolio may be invested in unlisted entities. NAVF believes that T&K Toka has a bright future under its new ownership, a future which NAVF is pleased to remain part of.

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 About NAVF

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