AVI Japan Opport.Tst - Tender Offer and Notice of General Meeting
15/11/2024 07:00
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RNS Number : 3401M AVI Japan Opportunity Trust PLC 15 November 2024
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER
JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE
IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM
WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.
AVI Japan Opportunity Trust PLC
(the "Company")
Tender Offer and Notice of General Meeting
Further to its announcement on 14 October 2024, the Company has today
published a circular to Shareholders (the "Circular") which contains further
details of the Tender Offer, together with details of how Shareholders can
tender Shares for sale, if they wish to do so.
Capitalised terms shall have the meaning attributed to them in the Circular
unless otherwise defined in this announcement.
Background
On 14 October 2024, the Board announced its intention to offer Shareholders
the opportunity to tender some or all of their Shares for sale.
At the launch of the Company in October 2018, the Company's prospectus
published at that time stated that the Directors may, at their discretion,
offer a full or a partial Exit Opportunity to Shareholders in October 2022 and
every two years thereafter. The rationale behind including the Exit
Opportunity was to ensure that if the original investment thesis did not
generate the expected returns, or if circumstances had changed to make Japan
unattractive, then Shareholders would be offered the opportunity to exit at
close to NAV if they wish.
Although neither of the scenarios above has materialised, and the Board and
the Investment Manager firmly believe that the opportunities are now even more
attractive than they were when the Company was launched in 2018, the Directors
consider that nonetheless Shareholders should be offered the opportunity to
exit their investment in the Company at close to NAV on a regular basis. In
light of the Board's keen focus on corporate governance, the Board will in the
future offer the Exit Opportunity on an annual basis (rather than biennially).
The Tender Offer
The Tender Offer provides Eligible Shareholders with the opportunity to tender
for sale some, none or all of their Shares. The Record Date for participation
in the Tender Offer is 6.00 p.m. on 9 December 2024.
The Tender Offer, which is subject to Shareholder approval, is being made at a
tender price equal to a two per cent. discount to the prevailing net asset
value per share at the Calculation Date less any transaction costs directly
associated with realising assets to satisfy elections under the Tender Offer
(as set out in Part 3 of the Circular). 1 (#_ftn1)
Any Tendered Shares will be repurchased by the Company and may be held in
treasury and/or cancelled. At the annual general meeting of the Company held
on 1 May 2024, the Company was authorised to sell up to 28,167,200 Shares held
by the Company in treasury for cash on a non-pre-emptive basis, and therefore
the Company may elect to retain Tendered Shares in treasury for future
reissuance. Any Shares sold under this authority will only be issued at a
minimum price equal to the relevant prevailing NAV per Share plus a premium to
cover any expenses of the relevant issue and therefore should not be dilutive
to the NAV per existing Share. The use of treasury shares should assist the
Board in the objective of providing liquidity in the Shares and provide the
Board with additional flexibility to manage the Company's capital base.
Shareholders are not obliged to tender any Shares. None of the Directors nor
the Investment Manager will tender any of their own Shares under the Tender
Offer.
If the aggregate number of Shares validly tendered would result in the Net
Asset Value of the Company being below £50 million following completion of
the Tender Offer, which is the level determined by the Board in consultation
with the Investment Manager, at which the continuance of the Company would not
be in the best interests of the continuing Shareholders, it reserves the right
to terminate the Tender Offer. In these circumstances, the Directors will
instead put forward alternative proposals to Shareholders for the future of
the Company.
General Meeting
The implementation of the Tender Offer is conditional on the approval of
shareholders at a general meeting. The Circular includes notice convening a
General Meeting of the Company to be held at the offices of Singer Capital
Markets, 1 Bartholomew Lane, London EC2N 2AX at 11.00 a.m. on 10 December
2024.
Expected timetable
2024
Latest time and date for receipt of Forms of Proxy or electronic proxy 11.00 a.m. on 6 December
appointments for the General Meeting
Closing Date: latest time and date for receipt of Tender Forms and TTE 1.00 p.m. on 9 December
Instructions
Record Date for participation in the Tender Offer 6.00 p.m. on 9 December
Calculation Date close of business on 9 December
General Meeting 11.00 a.m. on 10 December
Results of General Meeting, Tender Offer and Tender Price announced 10 December
CREST accounts credited with the Tender Offer cash consideration 18 December
Cheques despatched in respect of the Tender Offer cash consideration by 23 December
Despatch of balance share certificates by 23 December
The times and dates set out in the expected timetable may be adjusted by the
Company in consultation with Singer Capital Markets, in which event details of
the new times and/or dates will be notified to Shareholders by an announcement
made by the Company through a Regulatory Information Service.
In particular, certain times and/or dates will be subject to adjustment if the
Directors exercise their discretion to direct that the Company's assets and
liabilities, following valuation on the Calculation Date, be allocated between
a Continuing Pool and a Tender Pool with the Tender Price being determined
only once the assets contained in the Tender Pool have been fully realised and
all the liabilities to be borne by the Tender Pool have been accounted for.
All references to times in this announcement are to London time unless
otherwise stated.
The Circular can be viewed on the Company's website at
https://www.assetvalueinvestors.com/ajot/
(https://www.assetvalueinvestors.com/ajot/) and will be submitted to the
National Storage Mechanism and available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
shortly.
15 November 2024
LEI: 894500IJ5QQD7FPT3J73
1 Shareholders should note that the Directors have reserved the right to
instead direct that the Company's assets and liabilities, following valuation
on the Calculation Date, be allocated between a Continuing Pool and a Tender
Pool (on the basis set out in paragraph 2.5 of Part 3 of the Circular) with
the Tender Price being determined only once the assets contained in the Tender
Pool have been fully realised and all the liabilities to be borne by the
Tender Pool have been accounted for. The Directors are more likely to exercise
this discretion if the aggregate number of Shares validly tendered is
sufficiently high that the Company is likely to take a longer time to realise
assets to fund the Tender Offer.
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