REG-Fidelity Japan Trust Plc: AGM Statement

Fidelity Japan TrustAnnouncement

21/05/2025 14:45

LEI: 549300ND695NEJ5GP172

 

 

FIDELITY JAPAN TRUST PLC (the "Company")

 

Results of the Annual General Meeting

 

At the Company's Annual General Meeting held on 21 May 2025, resolutions 1 to
12 were duly passed by way of poll. Resolution 13, the ordinary resolution in
relation to the continuation of the Company was not passed.

 

The Board has held discussions with representatives of a number of the
Company's largest shareholders and, following those discussions, in
anticipation of Resolution 13 not passing, the Board announced on 17 April
that it had started a formal review process to consider the future of the
Company (the "Review").  The Board also announced it had appointed Stifel
Nicolaus Europe Limited ("Stifel") to prepare a process to invite formal
proposals to be made privately to the Board.

 

The Board has recently received formal written non-binding proposals from a
small number of London listed investment companies focused on investing in
Japan.  Each of the proposals would require the Company to enter into a
scheme of reconstruction pursuant to section 110 of the Insolvency Act 1986. 

 

The Board is currently reviewing the proposals and will update the market on
the progress of the Review in due course.

 

The resolutions passed under special business at the Company's Annual General
Meeting were as follows:

 

-  to renew the Directors' authority to allot a limited number of currently
unissued ordinary shares (or sell any ordinary shares held as Treasury shares)
for cash;

 

-  to issue such shares without first offering them to existing ordinary
shareholders pro-rata to their existing holdings; and

 

- to renew the Company's authority to purchase up to 17,047,380 of its own
ordinary shares for immediate cancellation or for retention as Treasury shares
at the determination of the Board.  This represents approximately 14.99% of
the number of ordinary shares in issue on 26 March 2025.

 

The Board withdrew Resolution 14 from the Annual General Meeting.  Resolution
14 was a special resolution regarding the adoption of the new Articles of
Association which principally permitted the deadline for the Board to draw up
proposals in respect of a failed continuation resolution to be extended from 3
months to 6 months. The Board became aware that the intentions of shareholders
were incorrectly reflected in the proxy voting for the resolution at today's
AGM.  Accordingly, the Board intends to convene a General Meeting to be held
in June to vote on such a Resolution. 

 

Full details of the resolutions will soon be filed with Companies House and
will be uploaded to the national storage mechanism ("NSM").

The poll results and the Portfolio Manager's presentation will be available on
the Company's website at www.fidelity.co.uk/japan

 

Enquiries

 Fidelity Japan Trust Plc David Graham (Chairman)  Via Stifel                 
 Stifel Edward Gibson-Watt Andrew Yeo              Tel: +44 (0) 20 7710 7600  

 

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial advisor and broker to FJV and no one else in
connection with the Review and the matters and arrangements set out in this
announcement. Stifel will not regard any other person as its client in
relation to the Review or any other matter or arrangement set out in this
announcement and will not be responsible to anyone other than FJV for
providing the protections afforded to clients of Stifel, nor for providing
advice in relation to the Review or any other matter or arrangement referred
to in this announcement. Neither Stifel nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Stifel in connection with the
Review, this announcement, any statement contained herein or otherwise. No
representation or warranty, express or implied, is made by Stifel as to the
contents of this announcement.

 



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