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REG - AVI Global Trust PLC - AVI raises concerns over Fujitec’s current board

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RNS Number : 5352Q  AVI Global Trust PLC  29 June 2022

 

AVI raises concerns over Fujitec's independent directors, questioning whether
they are acting in the best interests of shareholders

 

LONDON, 29 June 2022 -- Asset Value Investors ("AVI") calls into question the
credibility of Fujitec's current Board of Directors following its failure to
hold former President Takakazu Uchiayma to account for decades of
related-party transactions and after the debacle at Fujitec's AGM where,
despite shareholders not voting for his re-election, Takakazu Uchiayma was
allowed to continue leading the Company as Chairman.

 

AVI has been a shareholder in Fujitec for almost four years, launching a
public campaign in May 2020 titled "Taking Fujitec to the Next Level" and
publishing a presentation on how to improve corporate value which can be found
at www.takingfujitectothenextlevel.com
(http://www.takingfujitectothenextlevel.com) . Since the launch of the
campaign, Fujitec has undertaken numerous improvements that AVI supports,
including the abolishment of an anti-takeover measure, improved disclosure,
enhanced shareholder returns, and efforts to standardise production. These
actions have led, at least in part, to Fujitec's +79% share price increase
following the launch of AVI's public campaign in May 2020.

 

However, Fujitec's response to legitimate concerns raised by Oasis Management
Company Ltd regarding related-party transactions has fallen short of basic
standards of good corporate governance. Despite the Board's efforts to
exonerate Mr Uchiyama of any wrongdoing, AVI remains entirely unconvinced that
the numerous related-party transactions taken by Mr Uchiyama and his family do
not pose a problem for Fujitec's corporate governance. In recognition of Mr
Uchiayma's repeated involvement in related-party transactions and abuse of
power, AVI voted against his reappointment at Fujitec's 2022 AGM.

 

Nonetheless, in what AVI believes was an effort to conceal a low approval
rating for Mr Uchiyama's reappointment, the motion to reappoint him as
President was withdrawn one hour before the AGM. Despite lacking shareholder
support, shortly after the AGM, Mr Uchiyama was reappointed as Chairman.

 

Joe Bauernfreund, CEO of AVI, commented: "Fujitec has defied the voice of
shareholders and circumnavigated the AGM voting process to appoint former
President Takakazu Uchiyama as Chairman. This flies in the face of the efforts
by the TSE, the Government and regulators to enhance corporate
governance."

 

That a Board composed of a majority of outside directors allowed such an abuse
of shareholder rights, raises concerns as to whether the current outside
directors are representing shareholders' best interests.

 

Bauernfreund continued: "Outside directors who were party to the decision to
withdraw the motion to reappoint Mr Uchiyama just one hour before the AGM and
then to reappoint him as Chairman should feel ashamed. As outside
representatives, they are there to safeguard the interests of shareholders. We
question whether the actions of the outside directors have been taken in the
best interests of shareholders and whether they have the credibility to
continue in their current positions."

 

"As a long-standing shareholder, we have had many fruitful discussions with
Fujitec representatives over the past years but we are alarmed by recent
developments. Shareholders cannot stand by idly while they are being ignored.
We are proactively evaluating our next steps."

 

ENDS

 

 

Contacts

 

For English speaking queries

daniel.lee@assetvalueinvestors.com

+44 20 7659 4800

For Japanese speaking queries

International Financial Consulting (IFC) Takasugi, Kusamoto

Tel: +81-90-5553-9666

 

About AVI

AVI is a London-based investment management company that has been investing in
Japanese equities for over 20 years. AVI's investment team aims to contribute
to the sustainable enhancement of corporate value through dialogue with the
management of its portfolio companies, and its investments in Japanese
equities which amount to approximately JPY 78 billion.

 

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