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RNS Number : 0657O abrdn Japan Investment Trust plc 29 September 2023
29 September 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 First General Meeting and Annual General Meeting
Results of First General Meeting and Annual General Meeting
In connection with the proposals for the voluntary winding up of the Company
and combination with Nippon Active Value Fund plc ("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 resolutions, which were put forward at the First General Meeting,
and the ordinary and special resolutions put forward at the Annual General
Meeting, both held today, have been approved by Shareholders. Please note that
of the resolutions numbered 1 to 12 presented at the Annual General Meeting,
numbers 11 and 12 were special resolutions.
As set out in the circular to shareholders dated 1 September 2023 (the
"Circular"), as a result of the passing of the first special resolution at the
First General Meeting, the Company's articles of associations were amended to
remove the continuation vote provisions therein and therefore the Company was
not required to put Resolution 13 to shareholders at the Annual General
Meeting.
Details of the number of proxy votes cast for, against and withheld in respect
of the resolutions are set out below and will also be published on the
Company's website: abrdnjapan.co.uk (https://www.abrdnjapan.co.uk/en-gb) .
Resolutions Presented at the First General Meeting
For (inc Discretionary) Against Abstained Total
Resolution Votes % Votes % Votes %
1 Reclassification of the shares in issue as shares with "A" rights or shares 6,182,834 99.96 2,226 0.04 2,622 0.04 6,185,060
with "B" rights as the case may be in accordance with the terms of the Scheme
and amendment of the Company's articles of association to give effect to the
Scheme
2 Subject to the successful passing of resolution 1: the voluntary winding-up of 6,183,489 99.96 2,768 0.04 1,311 0.02 6,186,257
the Company and the appointment of Liquidators, and amendment of the Articles
of Association
Resolutions Presented at the Annual General Meeting
For (inc Discretionary) Against Abstained Total
Resolution Votes % Votes % Votes %
1 To receive and adopt the Directors' Report and Financial Statements and 6,219,672 99.95% 2,913 0.05% 347 0.01 6,222,585
independent auditor's report thereon.
2 To receive and adopt the Directors' Remuneration Report 6,202,208 99.77% 14,203 0.23% 6,522 0.10 6,216,411
3 To approve the Remuneration Policy 6,196,053 99.77% 14,078 0.23% 12,802 0.21 6,210,131
4 To re-elect Karen Brade 6,215,747 99.92% 5,115 0.08% 2,070 0.03 6,220,862
5 To re-elect Claire Boyle 6,212,073 99.87% 8,380 0.13% 2,479 0.04 6,220,453
6 To re-elect Sam Dean 6,208,579 99.80% 12,224 0.20% 2,129 0.03 6,220,803
7 To re-elect Sir David Warren 6,214,338 99.95% 2,816 0.05% 5,778 0.09 6,217,154
8 To appoint Johnston Carmichael LLP as independent auditor 6,210,381 100.00% 198 0.00% 12,353 0.20 6,210,579
9 To authorise the Directors to agree the remuneration of the independent 6,221,639 100.00% 198 0.00% 1,095 0.02 6,221,837
auditor
10 To authorise the Directors of the Company to allot shares 6,117,172 98.33% 103,916 1.67% 1,844 0.03 6,221,088
11 To approve the disapplication of pre-emption rights 6,115,348 98.30% 105,804 1.70% 1,780 0.03 6,221,152
12 To authorise the Company to purchase own shares 6,218,168 99.97% 1,731 0.03% 3,033 0.05 6,219,899
The ordinary shares will be disabled for settlement in CREST from the close of
business on 5 October 2023, trading will be suspended from 7.30am on 6 October
2023 and the ordinary shares will be suspended from listing at 7.30 a.m. on 10
October 2023.
The full text of the special and ordinary resolutions can be found in the
notice of First General Meeting contained in 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 abrdnjapan.co.uk/en-gb
(https://www.abrdnjapan.co.uk/en-gb) .
Pre-liquidation interim dividend
As announced on 1 September 2023, a pre-liquidation interim dividend of 3.0
pence per ordinary share will be paid on 29 September 2023 to Shareholders on
the register on 15 September 2023.
Defined terms used in this announcement have the meanings given in the
Circular unless the context otherwise requires.
Enquiries
abrdn Japan Karen Brade E: abrdnjapan@shorecap.co.uk
Shore Capital Robert Finlay/Rose Ramsden/Angus Murphy (Corporate Advisory) T: 020 7408 4090
Fiona Conroy (Corporate Broking)
abrdn
Holly Kidd (Company
Secretary) T: +44 131 372
2200
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