REG - AVI Japan Opport.Tst - Completion of Scheme and Issuance of New Shares

AVI Japan Opportunity TrustAnnouncement

27/11/2025 10:30

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RNS Number : 2773J  AVI Japan Opportunity Trust PLC  27 November 2025

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR INTO
ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW.

27 November 2025

AVI Japan Opportunity Trust plc

("AJOT" or the "Company")

Completion of Scheme and Issuance of New Shares

Results of Scheme

In connection with the rollover of assets into the Company from Fidelity Japan
Trust plc ("FJV"), which was approved by FJV Shareholders earlier today, the
Board of AJOT is pleased to announce that the Company will acquire
approximately £184 million of net assets from FJV in consideration for the
issue of 110,674,880 New Shares to FJV Shareholders, in accordance with the
Scheme.

The number of New Shares to be issued was calculated based on an AJOT FAV per
Share of 166.382531 pence and an FJV Rollover FAV per Share of 238.056840
pence, producing a conversion ratio of 1.430780 New AJOT Shares for every FJV
Share held by an FJV Shareholder rolling into AJOT, each calculated in
accordance with the Scheme. As set out in the shareholder circular published
by the Company on 14 October 2025 (the "Circular"), fractions of New Shares
arising as a result of the conversion ratio will not be issued under the
Scheme and entitlements to such New Shares will be rounded down to the nearest
whole number.

Also, for information, the FJV Adjusted Cash NAV per Share is 234.925588
pence.

Admission and Total Voting Rights

Applications have been made for the 110,674,880 New Shares to be admitted to
the closed-ended investment funds category of the Official List of the
Financial Conduct Authority and to trading on the main market of the London
Stock Exchange (together, "Admission"). Admission is expected to become
effective, and dealings in the New Shares are expected to commence, at 8.00
a.m. on 28 November 2025.

Following Admission, the Company's share capital will consist of 247,873,823
Shares. 1,360,716 Shares are held in treasury. Therefore, the total number of
Shares with voting rights in the Company will be 246,513,107.

Reduced Management Fee

As stated in the Circular, with effect from today (the "Effective Date"), the
Company and the Investment Manager have agreed a new competitive management
fee structure pursuant to which the Investment Manager shall be entitled to
receive a reduced annual management fee, calculated as follows:

(i)    1.0 per cent. on the first £300 million on the lesser of NAV or the
Company's market capitalisation;

 

(ii)    0.95 per cent. (reduced from 1.0 per cent.) on the lesser of NAV or
the Company's market capitalisation over £300 million up to £350 million;
and

 

(iii)   0.90 per cent. (reduced from 1.0 per cent.) on the lesser of NAV or
the Company's market capitalisation over £350 million,

For the avoidance of doubt, 25 per cent. of the management fee will continue
to be reinvested by the Investment Manager into Shares of the Company.

Capitalised terms used but not defined in this announcement will have the same
meaning as set out in the Circular.

 

 

AVI Japan Opportunity Trust plc

Norman Crighton

ajot_cosec@cm.mpms.mufg.com (mailto:ajot_cosec@cm.mpms.mufg.com)

MUFG Corporate Governance Limited (Company Secretary)

Nezia Morgan

0204 617 1038

LEI: 894500IJ5QQD7FPT3J73

Singer Capital Markets Limited (Sole Sponsor and Joint Financial Adviser to
AJOT)

James Maxwell

James Waterlow

Asha Chotai

Anthony Debson

0207 496 3000

Marex Group (Joint Financial Adviser to AJOT)

Mark Thompson

Priyan Rayatt

0203 017 2697

KL Communications (Financial PR Adviser to AJOT)

Charles Gorman

Henry Taylor

020 3882 6644

This announcement is not for publication or distribution in or into the United
States of America. This announcement is not an offer of securities for sale
into the United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1993, as amended, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of securities is
being made in the United States.

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. Figures refer
to past performance and past performance should not be considered a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

Singer Capital Markets ("Singer") which is authorised in the United Kingdom by
Financial Conduct Authority is acting as Sole Sponsor and Joint Financial
Adviser alongside Marex Group ("Marex") for AJOT and for no-one else in
connection with the Transaction, will not regard any other person as it client
in relation to the Transaction and will not be responsible to anyone other
than AJOT for providing the protections afforded to its clients or for
providing advice in relation to the Transaction, or any of the other matters
referred to in this announcement. This does not exclude any responsibilities
or liabilities of Singer or Marex under the Financial Services and Markets Act
2000, as amended, or the regulatory regime established thereunder.

 

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