REG - abrdn Japan IT abrdn Japan IT -AJIB - Results of Second General Meeting

abrdn Japan Investment TrustAnnouncement

10/10/2023 16:45

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RNS Number : 6753P  abrdn Japan Investment Trust plc  10 October 2023

10 October 2023

LEI: 5493007LN438OBLNLM64

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.

 

The information communicated in this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014. Upon the publication of this announcement, this information is
considered to be in the public domain.

 

 

ABRDN JAPAN INVESTMENT TRUST PLC (the "Company" or "AJIT")

 

Results of Second General Meeting, Suspension and Cancellation of Reclassified
Shares and Scheme Entitlements

 

Results of Second General Meeting

 

In connection with the proposals for a combination of the assets of abrdn
Japan Investment Trust (the "Company") with Nippon Active Value Fund ("NAVF")
by means of a scheme of reconstruction and winding up of the Company under
section 110 of the Insolvency Act 1986 (the "Scheme"), the Board is pleased to
announce that the special resolution to place the Company into members'
voluntary liquidation was approved by the Company's shareholders at the
General Meeting held earlier today and Gareth Morris and Andrew Sheridan of
FRP Advisory Trading Limited have been appointed as joint liquidators of the
Company.

 

Details of the number of proxy votes cast for, against and withheld in respect
of the resolution are set out below and will also be published on the
Company's website: https://www.abrdnjapan.co.uk/en-gb
(https://www.abrdnjapan.co.uk/en-gb) .

 

  Special Resolution                                                           Votes For (including Discretionary)  %      Votes Against  %     Votes Total  Votes Withheld
                                                                               4,647,342                            99.82  8,592          0.18  4,655,934    1,926

 To appoint the Liquidators, place the Company into members' voluntary
 liquidation in accordance with the Scheme and grant the Liquidators certain
 powers.

 

The full text of the special resolution can be found in the notice of Second
General Meeting contained in the Company's circular to Shareholders dated 1
September 2023 (the "Circular"). The Circular is available for viewing at the
National Storage Mechanism which can be located
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)  and on the
Company's website at https://www.abrdnjapan.co.uk/en-gb
(https://www.abrdnjapan.co.uk/en-gb) .

 

Suspension and Cancellation of Reclassified Shares

 

As set out in the Circular, the Reclassified Shares were suspended from
listing on the Official List of the Financial Conduct Authority at 7.30 a.m.
this morning, 10 October 2023, in anticipation of the Second General Meeting.

 

The Company, through its advisers, has notified the London Stock Exchange of
the Company's intention to cancel the Company's admission of the ordinary
shares to trading at 8:00 a.m. on 12 October 2023. Application has been made
to the Financial Conduct Authority for the cancellation of the listing of the
Reclassified Shares, such cancellation to take effect from 8.00 a.m. on 12
October 2023.

 

Scheme Entitlements

 

As at the calculation date the scheme entitlements calculated in accordance
with the terms of the Scheme were as follows:

 

- AJIT FAV per Share: 660.641809 pence

 

- Cash NAV per Share: 647.494707 pence

 

- NAVF FAV per Share: 155.483788 pence

 

Therefore, shareholders will receive the cash and/or number of NAVF shares
stipulated below.

 

For shareholders that elected for the cash option:

 

- each share with "B" rights attached to it will receive 647.494707 pence in
cash.

 

For Shareholders that elected (or are deemed to have elected) to receive NAVF
shares:

 

- each share with "A" rights attached to it will roll over into approximately
4.248943 NAVF shares.

As noted in the Circular, the Directors have set aside sufficient assets in
the Liquidation Pool to meet all estimated liabilities and contingencies,
including the costs of the winding up of the Company and the costs of
implementing the Scheme. The Directors have also provided in the Liquidation
Pool for a retention of £100,000 (equivalent to 0.8 pence per Ordinary Share)
which they, together with the Liquidators, consider sufficient to meet any
unknown or unascertained liabilities of the Company.

The Liquidation Pool will be applied by the Liquidators in discharging all
current and future actual and contingent liabilities of the Company.  Any
balance remaining after discharging such liabilities from the Liquidation Pool
will in due course be distributed to Shareholders on the Register on the
Calculation Date pro rata to their respective holdings of Ordinary Shares in
accordance with the terms of the Scheme.

Following the appointment of the joint liquidators, all further enquiries
regarding the Company should be made to the joint liquidators, whose contact
details are below.

In accordance with the Circular, Shareholders who elected, or were deemed to
have elected, for the Rollover Option will receive their new NAVF Shares via
CREST on 11 October 2023 or, in relation to certificated shareholders, the
week commencing 16 October 2023. Shareholders who elected, or were deemed to
have elected, for the Cash Option are expected to receive their entitlements
in the week commencing 16 October 2023 via CREST and/or cheque.

Defined terms used in this announcement have the meanings given in the
Circular unless the context otherwise requires.

 

Defined terms used in this announcement have the meanings given in the
Circular.

 

Enquiries:
 Joint Liquidators  Gareth Morris and Andrew Sheridan                             T: 0117 203 3700

                                                                                  Email: bristol@frpadvisory.com
 -
 Shore Capital      Robert Finlay/Rose Ramsden/Angus Murphy (Corporate Advisory)  T: 020 7408 4090

                    Fiona Conroy (Corporate Broking)

 

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