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

AVI Japan Opportunity TrustAnnouncement

09/12/2025 07:00

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RNS Number : 7316K  AVI Japan Opportunity Trust PLC  09 December 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN CANADA, AUSTRALIA,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 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 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

 

Following the Company's successful combination with Fidelity Japan Trust PLC,
and in keeping with the Board's intention to offer Shareholders an exit
opportunity on an annual basis for up to 100 per cent. of the Company's issued
share capital, the Company has today published a circular to Shareholders (the
"Circular") which contains details of the Tender Offer, including 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

 

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, 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 and in 2024 determined to offer an exit opportunity on
an annual basis (rather than biennially).

 

On 12 August 2025, the Company announced that it had entered into heads of
terms with Fidelity Japan Trust PLC ("FJV") in respect of a proposed
combination of the Company with FJV. The combination completed on 28 November
2025 with the Company acquiring approximately £184 million of assets from
FJV, representing 44.9 per cent. of the net asset value of the enlarged
Company, in consideration for the issue of 110,674,880 new Shares in the
Company, representing 44.9 per cent. of the Shares in the enlarged Company.

The Board is proposing to offer an uncapped tender offer to Shareholders on
the Register at 6.00 p.m. on 10 December 2025 (the "Record Date"). This will
enable all Eligible Shareholders on the Register on the Record Date, including
those Shareholders who received new Shares upon the Company's combination with
FJV, to participate in the Tender Offer if they wish to do so.

The Tender Offer

 

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 NAV 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)

 

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 20 May 2025, the Company was authorised to issue or sell from treasury up
to 27,224,600 Shares 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 in the future 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 potential reissuance 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 and if they do not wish to
participate in the Tender Offer, they should not complete or return their
Tender Form or submit a TTE Instruction in CREST.

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 £100 million following completion of
the Tender Offer, based on the Net Asset Value as at the Calculation Date,
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.

(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.

 

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 the AIC, 9th
Floor, 24 Chiswell Street, London EC1Y 4YY at 11.00 a.m. on 13 January 2026.

 

Expected timetable

 

 Record Date for participation in the Tender Offer                       6.00 p.m. on 10 December 2025
 Latest time and date for receipt of Forms of Proxy or electronic proxy  11.00 a.m. on 9 January 2026
 appointments for the General Meeting
 Closing Date: latest time and date for receipt of Tender Forms and TTE  1.00 p.m. on 12 January 2026
 Instructions
 General Meeting                                                         11.00 a.m. on 13 January 2026
 Results of General Meeting and Tender Offer                             13 January 2026
 Calculation Date                                                        close of business on 13 January 2026
 Tender Price announced                                                  14 January 2026
 CREST accounts credited with the Tender Offer cash consideration        21 January 2026
 Cheques despatched in respect of the Tender Offer cash consideration    by 28 January 2026
 Despatch of balance share certificates                                  by 28 January 2026

All references to times in this document are to London time unless otherwise
stated.

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.

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.

 

09 December 2025

 

LEI: 894500IJ5QQD7FPT3J73

 

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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