REG - AVI Japan Opport.Tst - Result of General Meeting and Tender Offer

AVI Japan Opportunity TrustAnnouncement

13/01/2026 16:15

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RNS Number : 7547O  AVI Japan Opportunity Trust PLC  13 January 2026

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PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART
IN CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE
UNLAWFUL.

 

AVI Japan Opportunity Trust PLC

(the "Company")

 

Result of General Meeting and Tender Offer

 

Result of General Meeting

 

AVI Japan Opportunity Trust plc announces that, at its General Meeting held
earlier today, convened with the purpose of approving the Tender Offer, the
resolution put to Shareholders authorising the Company to make market
purchases of Shares was duly passed.

Details of the number of 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:

 Resolution                                                 Votes For including Discretionary  %(1)   Votes Against  %(2)  Total votes cast  Issued Share Capital ("ISC") voted (%)  Votes withheld
 1 - Authority to make market purchases of ordinary shares  96,706,552                         99.74  251,833        0.26  96,958,385        39.83                                   108,936

For the purposes of section 341 of the Companies Act 2006, the ISC voted is
expressed in the table above as a percentage of the Company's total voting
rights as at the close of business on 9 January 2026, being the time at which
a Shareholder had to be registered in the register of members in order to vote
at the General Meeting. A vote "withheld" is not a vote in law and has not
been counted as a vote "for" or "against" the resolution.

The full text of the resolution can be found in the notice of General Meeting
contained in the Company's circular to Shareholders dated 9 December 2025 (the
"Circular").

Capitalised terms shall have the meaning attributed to them in the Circular
unless otherwise defined in this announcement.

Result of Tender Offer

 

On 9 December 2025, the Company announced that it would offer Shareholders the
opportunity to tender some or all of their Shares for sale. The Company has
received applications from Eligible Shareholders to tender in aggregate
26,899,713 Shares, equivalent to 10.91 per cent. of the Company's issued share
capital at the Record Date (excluding Shares held in treasury). The Company
intends to complete the Tender Offer by purchasing 26,899,713 Shares at a 2
per cent. discount to the NAV per Share at the Calculation Date less any
transaction costs directly associated with realising assets to satisfy
elections under the Tender Offer. The Tender Price is expected to be announced
on 14 January 2026.

 

Norman Crighton, Chairman, commented:

 

"Following a sustained period of excellent performance for the Company and its
successful combination with FJV, the Board recognises some Shareholders'
requirements to rebalance their portfolio holdings in the enlarged Company. We
are delighted with the outcome of the uncapped tender offer and would like to
thank all our shareholders for their support, and look forward to future
long-term success."

 

Total Voting Rights

 

Following the completion of the Tender Offer, the Company will have
247,873,823 Shares in issue, with 31,350,429 Shares held in treasury.
Therefore, the total number of voting rights in the Company will be
216,523,394 and this figure may be used by Shareholders as the denominator for
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

 

13 January 2026

LEI: 894500IJ5QQD7FPT3J73

 (1) Votes "For" any resolution are expressed as a percentage (rounded to two
decimal places) of votes validly cast for that resolution.

(2) Votes "Against" any resolution are expressed as a percentage (rounded to
two decimal places) of votes validly cast against that resolution.

Notice for US Shareholders

 

The Tender Offer relates to securities of a non-US company registered in
England and Wales and with a listing on the London Stock Exchange and is
subject to the disclosure requirements, rules and practices applicable to
companies listed in the United Kingdom, which differ from those of the United
States in certain material respects.  A circular has been prepared in
accordance with UK style and practice for the purpose of complying with the
laws of England and Wales and the rules of the FCA and of the London Stock
Exchange.  The Tender Offer is not subject to the disclosure or other
procedural requirements of Regulation 14D under the US Securities Exchange Act
of 1934, as amended.  The Tender Offer will be made in the United States
pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act,
subject to the exemptions provided by Rule 14d-1 thereunder, and otherwise in
accordance with the requirements of the rules of the FCA and the London Stock
Exchange.  Accordingly, the Tender Offer will be subject to disclosure and
other procedural requirements that are different from those applicable under
US domestic tender offer procedures and law.  The Company is not listed on an
American securities exchange, is not subject to the periodic reporting
requirements of the Exchange Act and is not required to, and does not, file
any reports with the SEC thereunder.

 

It may be difficult for US shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws,
because the Company is located outside the United States, and its officers and
directors reside outside the United States. It may not be possible to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws.  It also might not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's judgment.

 

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company or Singer Capital Markets or any of their affiliates may
make certain purchases of, or arrangements to purchase, shares of the Company
outside the United States during the period in which the Tender Offer remains
open for acceptance, including sales and purchases of shares effected by
Singer Capital Markets acting as market maker in the shares

 

 

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