REG-Fidelity Japan Trust Plc: Company Update

Fidelity Japan TrustAnnouncement

17/04/2025 07:02

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

17 April 2025

 

FIDELITY JAPAN TRUST PLC (the "Company" or "FJV")

 

Following the publication of the Company's 2024 final results on 27 March
2025, in which changes to the portfolio management team at Fidelity were also
announced, and following the Company's announcement on 4 April 2025 in
relation to the announcement made by AVI Japan Opportunity Trust Plc, the
Board of FJV (the "Board") has held further discussions with representatives
of a number of the Company's largest shareholders.

 

As required by the Company's Articles of Association, the Company's AGM notice
dated 26 March 2025 includes a resolution for the Company to continue as an
investment company (the "Continuation Resolution"). The result of the
discussions referred to above is that the Board does not expect the
Continuation Resolution to be approved by a majority of shareholders at the
AGM on 21 May 2025.  In addition, the Board has subsequently received a small
number of unsolicited and credible indicative proposals from outside parties.

 

The possibility that the Continuation Resolution might not be approved by a
majority of shareholders was referenced in the 2024 Annual Report dated 26
March 2025. However, in accordance with the Articles of Association of the
Company, the Continuation Resolution must still be put to the AGM on 21 May
2025.  The Board continues to recommend shareholders vote in favour of all
the resolutions being put at the Company's AGM on 21 May 2025, including the
Continuation Resolution and the resolution which proposes to extend the time
permitted to draw up proposals regarding the Company's voluntary liquidation
and/or reorganisation in the event of an unsuccessful continuation vote.  At
present the Board has three months from the date of the vote to draw up
proposals and to convene and hold a general meeting. It is proposed to
increase this to six months. The proposed new timeframe is felt to provide a
more realistic time period to facilitate due diligence, for proposals to be
fully considered, and is in line with market practice.

 

Notwithstanding the fact that the Board continues to recommend that
shareholders approve the Continuation Resolution, the Board has decided it is
in the interests of all shareholders to start immediately a formal review
process to consider the future of the Company (the "Review").  

 

The Board believes it is important to consider the interests of all
shareholders and has appointed Stifel Nicolaus Europe Limited ("Stifel") to
prepare a process which will invite formal proposals to be made privately to
the Board.  The focus of the Board will be on those parties who are able to
demonstrate a current record of managing Japanese equities in an existing
London listed investment company structure.  This process will include an
invitation to AVI Japan Opportunity Trust Plc. 

 

If the Continuation Resolution is not approved by a majority of shareholders
at the AGM, the Board is currently assuming that, as a result of the Review,
the Company is likely to enter into a scheme of reconstruction pursuant to
section 110 of the Insolvency Act 1986 (a "s.110 Scheme") later in 2025.  Any
s.110 Scheme which is recommended by the Board to shareholders will require 75
per cent shareholder approval of those voting.  As part of the Review, the
Board will not actively consider the option of a transaction that would be
subject to the Takeover Code, and do not believe such a transaction is a
possible outcome of that Review.

 

The Board has been active on share buybacks during the last year.  However in
light of the Review, it has decided to suspend on-market share buybacks by the
Company.

 

The Company will update the market on the progress of the Review in due
course, noting that at this stage there can be no certainty that the Review
will result in a s.110 Scheme.

 

Enquiries

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

Important Information

 

This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of the UK version of the EU Market
Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, such
information is now considered to be in the public domain.  The person
responsible for arranging for the release of this announcement on behalf of
the Company is David Graham, Chairman.

 

Legal Entity Identifier (LEI): 549300ND695NEJ5GPI72

 

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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