REG-Fidelity Japan Trust Plc: Publication of Circular and Notice of General Meeting

Fidelity Japan TrustAnnouncement

14/10/2025 13:45

14 October 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in any jurisdiction in which the same would be unlawful.
Neither this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever.

 

Fidelity Japan Trust Plc ("FJV" or the "Company")

Publication of Circular and Notice of General Meeting

 

Introduction

As announced by the Company on 12 August 2025, the Board has agreed terms with
the board of directors of AVI Japan Opportunity Trust plc ("AJOT") for a
combination of the assets of the Company with AJOT. If approved by the
Shareholders, the combination will be implemented by way of a scheme of
reconstruction and members' voluntary winding up of the Company under section
110 of the Insolvency Act (the "Scheme") and the associated transfer of part
of the Company's cash, assets and undertaking to AJOT in exchange for the
issue of New AJOT Shares to Shareholders who have elected or who are deemed to
have elected to roll over their investment in the Company into AJOT.

The Company is today publishing a circular (the "Circular") in respect of the
Scheme.  The date on which the Scheme becomes effective (the "Effective
Date") is expected to be 27 November 2025. 

Under the Scheme, Shareholders (other than Restricted Shareholders) will be
entitled to elect to receive in respect of some or all of their Shares:

(a) New AJOT Shares (the "Rollover Option"); and/or

(b) cash upon the winding-up of the Company (the "Cash Option").

The Proposals are conditional upon, amongst other things, the approval of
Shareholders at the General Meetings and the approval by AJOT Shareholders of
the issue of the New AJOT Shares. The Cash Option is limited to 50 per cent.
of the Company's Shares in issue (excluding Shares held in treasury) as at the
Calculation Date. Should total Elections for the Cash Option exceed 50 per
cent. of the issued Shares (excluding any Shares held in treasury), any excess
Elections for the Cash Option will be scaled back into Elections for New AJOT
Shares on a pro rata basis, among all Shareholders who have made such excess
Elections, as further detailed below. In order to agree the transaction with
AJOT, the Cash Option is being offered at a discount of one per cent. of the
Cash Pool NAV after the Cash Pool Costs Adjustment (if any) (the "Cash Option
Charge"), as explained below. A limit to the option to elect for cash and a
discount to the value of the pool of assets allocated to the cash option are
common mechanisms in these kinds of transactions to support the expected level
of assets being transferred into the continuing investment company (in this
case, AJOT). This is to make such transactions sufficiently attractive to
secure an agreement with the continuing investment company to make the cash
option available to Shareholders. An option whereby all Shareholders could
realise their entire investment at around NAV would be less attractive for the
continuing investment company. However, the Board would highlight that the
level of the cap to the Cash Option (50 per cent. of the issued Shares,
excluding any Shares held in treasury) is higher and the Cash Option Charge
(at one per cent. of the Cash Pool NAV after the costs adjustment) is lower
than those on a number of recently announced transactions.

Each Shareholder who elects for the Cash Option will receive an amount in cash
equal to their pro rata share of the Cash Pool to reflect the number of
Shares held by such shareholder that have been elected, or are deemed to have
been elected, for the Cash Option. The Cash Option Charge will be allocated
for the benefit of and between the Rollover Pool and AJOT respectively as
outlined below.

New AJOT Shares will be issued as the default option under the Scheme in the
event that Shareholders do not make a valid Election for the Cash Option under
the Scheme, or only elect for the Cash Option in respect of a proportion of
their Shares, or to the extent Elections for the Cash Option are scaled back
as a result of the Cash Option being oversubscribed ("Default Option").

The Board considers the Proposals to be in the best interests of Shareholders
as a whole and recommends that Shareholders vote in favour of the Resolutions
required to implement the Proposals at the General Meetings.

The Proposals

Background to, and rationale for, the Proposals

On 17 April 2025, the Board announced that, in anticipation that the
continuation vote might not be approved by a majority of Shareholders at the
Company's Annual General Meeting on 21 May 2025 ("AGM"), it would immediately
commence a formal review process to consider the future of the Company (the
"Review"). At the AGM, the ordinary resolution in relation to the continuation
of the Company was not passed by Shareholders. A separate special resolution
seeking to extend the time period for proposals for the winding up or other
reconstruction of the Company to be developed by the Board and put to
Shareholders was withdrawn at the AGM. As a consequence, such proposals were
initially required to be put to Shareholders by 21 August 2025.

Following a subsequent general meeting held on 23 June 2025, new articles of
association were adopted by Shareholders, under which the extension was
granted. As a consequence, the latest date by which the Board must draw up
proposals for the winding up or other reconstruction of the Company and hold
the required general meeting (which will now be the First General Meeting) is
21 November 2025.

As announced on 12 August 2025, following completion of the Review, the Board
concluded that a combination with AJOT, pursuant to a scheme of
reconstruction, should be put forward to Shareholders and entered into
non-binding heads of terms for a combination of the assets of the Company with
AJOT, which will also provide Shareholders with the option of a cash
alternative (subject to scaling back as described below).

Amongst other matters as set out further below, it was also agreed with AJOT
that:
* based on the Scheme becoming effective by no later than the end of November
2025, AJOT's 100 per cent. realisation opportunity, which it is anticipated
will take place in Q4 2025, will be made available to those Shareholders who
receive New AJOT Shares under the Scheme; and 
* on the Effective Date, and subject to any consents required, the Company's
Unlisted Investments will be transferred to AJOT at the carrying value as at
12 August 2025 (as of the 30 June revaluation round). Please see paragraph
entitled "Unlisted Investments" for further information; and
* the majority of the remaining quoted assets, other than certain existing
investments which are anticipated to be retained and transferred to AJOT
through the Rollover Pool, would be realised and held in cash or cash
equivalent investments ahead of the Effective Date.
Following the 12 August 2025 announcement, the Company started realising
certain less liquid quoted holdings and reinvesting into exchange traded funds
which track the TOPIX or Nikkei 225 indices ("ETFs") such that at the Latest
Practicable Date (9 October 2025), 18.77 per cent. of the Company's NAV is
comprised of ETFs. It has also been agreed with AJOT that the only quoted
holding required to be transferred to AJOT is Sharingtechnology Inc.

Benefits of the Proposals 

The Directors consider that the Proposals will have the following benefits for
all Shareholders:
* The opportunity to remain invested in a Japanese strategy via AJOT: as well
as being a larger investment company after the transaction, the investment
strategy pursued by AJOT has generated a significantly better performance than
the Company - over 5 years to the Latest Practicable Date, AJOT's NAV total
return is 71.4 per cent., whereas the Company's NAV total return is -0.36 per
cent. Further details are set out in the table below.
* The opportunity to realise a significant portion of their shareholding for
cash at a price close to prevailing NAV per share: the Cash Option allows up
to 50 per cent. of Shares held by Shareholders to be elected for the Cash
Option.
* The opportunity to invest in an investment company with a better record of
shares trading at a narrower discount to NAV per share: since inception under
the existing management team (23 October 2018) to the close of business on 11
August 2025 (the day before the announcement of the Heads of Terms), AJOT's
shares have traded at an average discount of 0.2 per cent. to NAV. The average
discount at which the Company's Shares traded over the same period was 9.2 per
cent. The discount of the expanded AJOT is likely to remain relatively narrow
compared to the Company's historical discount in the future, as under AJOT's
discount control mechanism, if, under normal market conditions, the four
month-average share price discount to NAV is greater than 5 per cent., AJOT
will buy back shares with the intention of reducing the discount to a level no
greater than 5 per cent. Furthermore, AJOT has an annual exit opportunity, for
up to 100 per cent. of its share capital, further details of which are set out
below. 
* Value preserved in respect of the Unlisted Investments: with them expected
to transfer to AJOT via the Rollover Pool at their current value, except in
the case of the Company's small investment in Spiber Inc. (which is expected
to be transferred to the Liquidation Pool, further details of which are set
out below). The alternative would be for all of these assets to be transferred
to the Liquidation Pool. Under that scenario the Unlisted Investments would be
managed by the Liquidators in accordance with an orderly realisation. Any net
proceeds from the disposal of the Unlisted Investments during the liquidation
period would be returned to Shareholders in due course. However, there could
have been no guarantee as to the value, if any, and/or timing of distributions
that resulted from their realisation and it would be subject to prevailing
market conditions.
* Access to liquidity: It is the intention of the AJOT Directors that an exit
opportunity, for up to 100 per cent. of AJOT's share capital, is offered to
AJOT Shareholders every year. The next opportunity is expected to take place
in Q4 2025, which FJV Shareholders who have elected for the Rollover Option
and who receive New AJOT Shares are expected to be able to participate in. In
2024, an exit opportunity was offered by AJOT and this was undertaken through
an uncapped tender offer at a discount to the prevailing net asset value per
share, at the calculation date, less any transaction costs directly associated
with realising the assets to satisfy elections under the tender offer.
Shareholders who elect for the Cash Option in respect of some or all of their
investment will receive cash in the liquidation of the Company to the extent
of such Election. Shareholders should note that, depending on their particular
circumstances, this may trigger a chargeable gains tax liability.

Information about AJOT

AJOT's strategy is to generate returns in excess of the MSCI Japan Small Cap
Index by investing in a concentrated (typically between 15 and 25 stocks,
whereas the Company's portfolio has been typically  between 80 and 110
stocks), high-conviction portfolio of small to mid-cap companies in Japan
which are considered under-valued and where cash, listed securities and/or
realisable assets make up a significant proportion of the market
capitalisation. The AVI team, led by Joe Bauernfreund, seeks to unlock value
through constructive and proactive engagement with management teams, and by
taking advantage of the increased focus on corporate governance and
shareholder returns developing in Japan.

The table below shows, in GBP, the Company's performance, alongside the
Company's reference index (TOPIX Total Return Index), AJOT's performance and
AJOT's benchmark (MSCI Japan Small Cap Index), to the Latest Practical Date
over one, three and five years, and since inception under the existing
management team.

 

 Total Return performance (%)      1 year  3 years  5 years  Inception*  
 Company NAV total return          16.38   21.78    -0.36    41.05       
 Company share price total return  35.37   35.37    7.77     50.51       
 TOPIX Total Return Index          17.89   45.62    50.19    66.78       
 AJOT NAV total return             21.2    55.4     71.4     93.6        
 AJOT share price total return     26.2    61.0     73.5     85.7        
 MSCI Japan Small Cap Index        18.5    35.3     32.1     45.1        

Source: Morningstar

Past performance is not a guarantee of future results

* Being 23 October 2018, the date that Joe Bauernfreund was appointed as
portfolio manager of AJOT.

 

Scheme Mechanics

General

On the Calculation Date, once the NAV of each of the Company and AJOT has been
determined:
* the Company's assets and undertaking will be split into three pools:
* the Liquidation Pool, into which there will be appropriated such assets and
costs of the Company (including the Retention) which is estimated by the
Liquidators to be sufficient to meet the current and future, actual and
contingent liabilities of the Company (including any unpaid Scheme Costs),
together with any holdings of the Company which are determined by the
Liquidators (in consultation with AJOT and the Company) not to be suitable for
transfer to AJOT and will not have been realised prior to the Effective Date
(which it is anticipated will include the Company's holding in Spiber Inc.) as
set out below; and
* the Residual Net Asset Value (being the balance after the appropriation of
cash and assets to the Liquidation Pool) shall then, on a Pro Rata Allocation
basis, be split into:
1. the interests of the Shareholders who have Elected for the Rollover Option
(being the Rollover Pool); and
2. the interests of the Shareholders who have Elected to receive the Cash
Option (being the Cash Pool),
(together, the "Pools"); and
* the NAV of the Rollover Pool and the Cash Pool will then be adjusted as
detailed below.
As described above, under the Scheme, the Shareholders will be entitled to
elect to receive in respect of some, or all of their Shares:
* New AJOT Shares, which is the Default Option; and/or
* the Cash Option.
In order to effect the Scheme and in accordance with valid Elections
(including deemed elections) made, the Company will be required to reclassify
its Ordinary Share capital into Shares with "A" rights and Shares with "B"
rights. "A" Shares will entitle the holders thereof to be issued with New AJOT
Shares and "B" Shares will entitle the holders thereof to cash under the Cash
Option, all in accordance with the detailed terms of the Scheme as set out in
the Circular.

As noted above, the Cash Option is limited to 50 per cent. of the Company's
Shares in issue (excluding any Shares held in treasury) and will be offered at
a discount of one per cent. of the Cash Pool NAV after the Cash Pool Costs
Adjustment. Should total Elections for the Cash Option exceed 50 per cent. of
the Company's Shares in issue (excluding any Shares held in treasury), excess
Elections for the Cash Option will be scaled back into Elections for New AJOT
Shares on a pro rata basis. Each Shareholder who elects, or is deemed to
elect, for the Cash Option will receive an amount in cash equal to their pro
rata share of the Cash Pool after the adjustments under the Scheme as set out
below. The Cash Option Charge will be deducted from the Cash Pool and
allocated for the benefit of and between the Rollover Pool and AJOT
respectively.

New AJOT Shares will be issued as the Default Option under the Scheme if
Shareholders do not make a valid Election for the Cash Option under the
Scheme, or only elect for the Cash Option in respect of a proportion of their
Shares, or to the extent Elections for the Cash Option are scaled back as a
result of the Cash Option being oversubscribed. However, the default position
is different for Restricted Shareholders, who should ensure they have read the
section titled "Restricted Shareholders" below.

Adjustments under the Scheme

Rollover Pool

On the Calculation Date, the Rollover Pool NAV will be adjusted for the
following:
* the Rollover Pool Costs Adjustment (if any);
* an uplift arising from the Rollover Pool's allocation of the Cash Option
Charge; and
* an uplift from the AVI Contribution (if any), (being the Company FAV).
Cash Pool

On the Calculation Date, the Cash Pool NAV will be adjusted for the following:
* the Cash Pool Costs Adjustment (if any); and
* a reduction for the Cash Option Charge, (being the Adjusted Cash Pool NAV).
AJOT

On the Calculation Date, the AJOT NAV will be adjusted for:
* a reduction for the AJOT Costs, to the extent only such costs have not
already been accrued in the AJOT NAV; 
* a reduction for any Unpaid AJOT Dividends; and
* an uplift arising from AJOT's allocation of the Cash Option Charge, (being
the AJOT FAV).
Cash Option Charge

The Cash Option Charge (being an amount equal to one per cent. of the Cash
Pool NAV as adjusted for the Cash Pool Costs Adjustment (if any)) shall be
allocated between the Rollover Pool and AJOT, based on the number of Shares
which have validly elected, or are deemed to have elected, for the Rollover
Option as follows:
* first, the Rollover Pool shall be allocated a percentage of the Cash Option
Charge equal to the percentage of Elections made, or deemed to have been made,
for the Rollover Option;
* second, AJOT shall be allocated an amount equal to the lesser of: (i) the
balance of the Cash Option Charge after the allocation in the bullet above;
and (ii) the AJOT Costs; and
* lastly, the Rollover Pool shall be allocated the balance (if any) of the
Cash Option Charge after the allocations under the two bullets above.
Basis of Calculation

The calculations as described above will be calculated in accordance with the
companies' respective normal accounting policies (NAV calculated on a
cum-income basis and debt at fair value) and will take into account the
adjustments outlined above. The calculations relating to each of the adjusted
values, as well as the calculations of entitlements using the FAV-to-FAV
ratio, will be reviewed by the Independent Accountant, acting on behalf of
both the Company and AJOT.

Cash Entitlements

Under the Scheme, a holder of "B" Shares will be entitled to an amount of cash
equal to the Adjusted Cash NAV per Share multiplied by the number of "B"
Shares they hold. The Adjusted Cash NAV per Share will be equal to the
Adjusted Cash Pool NAV divided by the total number of "B" Shares (expressed in
pence) and calculated to six decimal places (with 0.0000005 rounded down).

Cash Entitlements payable to Shareholders who elect (or are deemed to elect)
for the Cash Option under the Scheme will be distributed by the Liquidators,
through the Receiving Agent and pursuant to the Scheme, in cash to each
Shareholder entitled thereto.

New AJOT Shares

The issue of New AJOT Shares under the Scheme will be effected on a FAV for
FAV basis as at the Calculation Date as described above.

Calculation Date

The Calculation Date for determining the value of the Rollover Pool and the
Cash Pool under the Scheme is expected to be 5.00 p.m. on 20 November 2025.
The Record Date for the basis of determining Shareholders' entitlements under
the Scheme is 6.00 p.m. on 7 November 2025. It is expected that the
Liquidators will distribute Cash Entitlements (rounded down to the nearest
penny) through the Receiving Agents and pursuant to the Scheme, not later than
10 Business Days following the Effective Date.

Costs of implementing the Scheme

Subject to the AVI Contribution, the Company and AJOT have each agreed to bear
their own costs in relation to the Proposals.

If either Shareholders or AJOT Shareholders resolve not to proceed to
implement the Scheme or the Company's Directors or the AJOT Directors decide
not to implement the Scheme on the terms described in this announcement, then
each party will bear its own abort costs. For the avoidance of doubt, in any
event where the Scheme is not implemented, the listing fees and transfer
taxes/costs that would have been payable by AJOT, as enlarged, will not be
payable, but dealing costs will have been incurred by the Company in disposing
of assets in order to meet Elections made or deemed to have been made and in
reorganising the Company's portfolio in respect of the Rollover Pool to be
established pursuant to the Scheme.

Termination Costs

On 13 October 2025 the Company served notice in respect of the termination of
the Management Agreement on the AIFM and the Investment Management Services
Agreement on the AIFM and the Investment Manager, to end on the day falling 5
Business Days after the Effective Date. It has been agreed between the
Company, the AIFM and the Investment Manager that the Investment Manager and
the AIFM will provide such assistance to the Company, and, from the Effective
Date, to the Liquidators, as may be reasonably requested in respect of giving
effect to the Scheme. This shall include, without limitation, providing
assistance to the Company in relation to the transfer or other realisation of
the Unlisted Investments pursuant to the Scheme after the termination of the
Management Agreement and the Investment Management Services Agreement as the
Liquidators may request, in each case at no additional cost. The Board entered
into the Notice Agreement with the AIFM and the Investment Manager on 6 May
2025, which effectively reduced the normal notice period, to minimise the
costs associated with terminating those arrangements. It has been agreed that,
pursuant to the terms of the Notice Agreement, there are no Termination Costs
as full notice has been given pursuant to the Notice Agreement and any
assistance provided by the Investment Manager and the AIFM following the end
of the notice period will be provided without further charge.

Scheme Costs

The Scheme Costs (which for the avoidance of doubt includes both the
Transaction Costs and the Termination Costs, as described above) are expected
to be approximately £0.82 million inclusive of VAT (where applicable, which
is assumed to be irrecoverable), in aggregate. The expected Scheme Costs have
already been included in the Company's published NAV at the Latest Practicable
Date. Each of the Rollover Pool and the Cash Pool shall bear its respective
Pro Rata Allocation of the Scheme Costs, however, the Rollover Pool's share of
the Scheme Costs are capped at £1,000,000 and, to the extent they are not
fully offset by the Rollover Pool's allocation of the Cash Option Charge, will
be met through the AVI Contribution, as described below. For the avoidance of
doubt, Scheme Costs exclude the Retention (estimated at £100,000) to cover
unknown or unascertained liabilities of the Company. The Rollover Pool is not
expected to suffer any reduction for Scheme Costs (other than through the
Retention, as applicable). For the avoidance of doubt, Scheme Costs also
exclude any portfolio realisation costs. 

To the extent that the Rollover Pool's Pro Rata Allocation of the Scheme Costs
exceeds £1,000,000, such Excess Rollover Costs will be allocated to the Cash
Pool pursuant to the Rollover Pool Costs Adjustment and the Cash Pool Costs
Adjustment.

The Retention is estimated at £100,000 and will be retained by the
Liquidators to meet any unknown or unascertained liabilities of the Company.
To the extent that some or all of the Retention remains at the conclusion of
the liquidation, this will be returned to Shareholders on the Register as at
the Record Date (excluding Dissenting Shareholders). If, however, any such
amount payable to any Shareholder is less than £5.00, it will not be paid to
such Shareholder and will instead be paid by the Liquidators to the Nominated
Charity.

AVI Contribution

To the extent the Rollover Pool's allocation of the Scheme Costs after the
Rollover Pool Costs Adjustment (which caps those costs at £1,000,000 as
described above), are not fully defrayed by its allocation of the Cash Option
Charge (as described above), AVI has undertaken to make a cash contribution to
the costs of the Rollover Pool equal to the balance of the Rollover Pool's
allocation of Scheme Costs, pursuant to the Cost Contribution Agreement. The
value of the AVI Contribution will be determined by the Liquidators (in
consultation with the parties to the Cost Contribution Agreement and reviewed
by the Independent Accountant) and will be settled by transfer of cleared
funds by AVI to an account designated by the Company for that purpose on the
terms of the Cost Contribution Agreement (the "AVI Contribution"). The
availability of the AVI Contribution to the Rollover Pool is subject to the
Scheme becoming effective. On the basis of the other assumptions set out
below, the AVI Contribution is expected to be payable if Shareholders elect
(or are deemed to have elected) for the Rollover Option in respect of more
than 68 per cent. of the Ordinary Shares (excluding any treasury shares). 

Illustrative financial effects of the Proposals for the Company's Shareholders

The number of New AJOT Shares or the amount of cash to which a Shareholder
electing for the options under the Scheme will become entitled under the
Scheme can only be determined on the Effective Date.

By way of illustration only, however, had the Scheme become effective on the
Latest Practicable Date and:
* assuming the Cash Option is elected to the maximum of 50 per cent. of the
Ordinary Shares (excluding any treasury shares);
* based on the Company's and AJOT's NAV of 226.21 pence and 173.65 pence per
share respectively at the Latest Practicable Date;
* based on the Company's and AJOT's share price discount to NAV of 1.9 per
cent. and 0.7 per cent. respectively at the Latest Practicable Date; and
* based on additional key assumptions under Additional key assumptions
underlying the financial effects of the Proposals below,
the impact of the Scheme on the Company's Shareholders' NAV (which, as above,
already includes the Scheme Costs) and market value would have been as
follows:

 Election         NAV per share  Market value per share  
 New AJOT Shares  0.0%           +1.5%                   
 Cash Option      -1.5%          +0.3%                   

The Proposals were announced on 12 August 2025, by applying the Company's and
AJOT's average share price discount to NAV over the period since inception of
AJOT under the existing management team on 23 October 2018 to the Latest
Practicable Date of 9.1 per cent. and 0.2 per cent. respectively (instead of
the above share price discounts to NAV at the Latest Practicable Date), the
impact of the Proposals on the Company's Shareholders' market value would have
been as follows:

 Election         Market value per share  
 New AJOT Shares  +10.1%                  
 Cash Option      +8.3%                   

The figures shown in both tables above are illustrative only, are calculated
as at the Latest Practicable Date and do not constitute forecasts. The figures
resulting from the Proposals will depend on the net assets of the Company at
the time of implementation of the Scheme and the factors identified in the
assumptions set out above, and below. Based on the illustrative figures and
the assumptions set out above and below, the Proposals would have resulted in
the issue of 1.3067 New AJOT Shares for every Share owned by the Company's
Shareholders. Accordingly, the Company's Shareholders and AJOT Shareholders
would respectively hold 35% and 65% of the total voting rights of the combined
company (i.e. of AJOT following the issue of New AJOT Shares pursuant to the
Scheme). Based on the assumption that the Cash Option is elected to the
maximum of 50 per cent. of the Ordinary Shares, the AVI Contribution would
have been £0.

Additional key assumptions underlying the financial effects of the Proposals
* The Scheme Costs are as set out under the paragraph "Scheme Costs" above.
* Pursuant to the Notice Agreement, there are no Termination Costs payable in
respect of the termination of the Management Agreement on the AIFM and the
Investment Management Services Agreement on the AIFM and the Investment
Manager .
* Reflecting gearing, the 82.97 per cent. of NAV (as at the Latest Practicable
Date) that needs to be realised (which excludes the percentage held in
Sharingtechnology Inc., the ETFs and the Unlisted Investments) to form the
Liquidation Pool, the Rollover Pool and the Cash Pool is realised and (where
necessary) reinvested at an aggregate cost of 0.25% of that portion of NAV
realised.
* Save in respect of the Company's investment in Spiber Inc., the Unlisted
Investments transfer to AJOT and do not go to the Liquidation Pool.
* No value is reflected in the illustrative financial effects for the
Liquidator's Retention nor for the investment in Spiber Inc. which is expected
to be transferred to the Liquidation Pool.
* Prior to the application of the uplift arising from AJOT's allocation of the
Cash Option Charge, the AJOT Direct Transaction Costs are £808,600, inclusive
of VAT, where applicable, and the AJOT Other Costs are £645,000, inclusive of
VAT, where applicable.   None of these costs have been accrued in AJOT's NAV
as at the Latest Practicable Date. 
Unlisted Investments

The Company has six Unlisted Investments with a carrying value of
approximately 5.38 per cent. of the Company's NAV as of the Latest Practicable
Date. One of these Unlisted Investments is in Spiber Inc., which has a
carrying value of approximately 0.29 per cent. of the Company's NAV as at the
Latest Practicable Date. Except for Spiber Inc,. where the Company is in
discussions with Spiber Inc. regarding the repurchase of its holding and which
is expected to be transferred to the Liquidation Pool, the Company's Unlisted
Investments held immediately prior to the Effective Date are expected to be
transferred, upon implementation of the Scheme, to AJOT through the Rollover
Pool at the valuations as at 12 August 2025 (as of the 30 June revaluation
round) which also reflects their current valuation. The Board of each
Unlisted Investment (other than Spiber Inc.) has consented to the transfer
under the Scheme. Given that the remaining steps for transferring the Unlisted
Investments are largely procedural in nature, it is expected that the Unlisted
Investments (other than Spiber Inc.) will be transferred to AJOT at their
valuation at 12 August 2025 (as of the 30 June revaluation round).

Management

The Company

The Investment Manager will remain responsible for the management of the
Company's portfolio (in accordance with the Investment Management Services
Agreement ) up until the date upon which the Company is placed into
liquidation pursuant to the Scheme. The Company and AJOT have agreed to
procure that their respective investment managers will liaise with each other,
in the period prior to the liquidation, to ensure an orderly transition of the
Company's portfolio under the Scheme. For the avoidance of doubt, any advice
or guidance provided by AVI in this regard shall not involve the exercise of
any discretion on the part of AVI over the Company's portfolio and shall in no
circumstances amount to AVI acting as the AIFM or Investment Manager to the
Company.

AJOT

Following completion of the Scheme, AVI will continue to manage AJOT in
accordance with AJOT's current investment objective and policy.

Following the Effective Date, AVI has agreed to reduce its management fee from
one per cent. per annum (based on the lower of market capitalisation or NAV)
to a tiered structure on assets above £300 million, as follows:

 Tier (lower of market capitalisation or NAV)  Annual management fee  
 Less than £300 million                        1.0%                   
 £300 million to £350 million                  0.95%                  
 Greater than £350 million                     0.90%                  

For the avoidance of doubt, 25% of the annual management fee will continue to
be reinvested by AVI into AJOT Shares.

Upon the Scheme becoming effective, the board of AJOT is expected to continue
to comprise four directors.

Transfer Agreement

If the Proposals become effective, the Liquidators (in their personal capacity
and on behalf of the Company) will enter into the Transfer Agreement with the
Company and AJOT on or around the Effective Date pursuant to which the
Rollover Pool will be transferred to AJOT in consideration for the issue of
New AJOT Shares to the Liquidators on behalf of the holders of "A" rights, who
will then receive such New AJOT Shares on the basis described in the Circular.
Each of the parties to the Transfer Agreement has agreed and undertaken to the
others that, so far as may be within its respective power, it will take all
such reasonable steps as may be necessary or desirable to implement the
Scheme.

Scaling back of Elections for the Cash Option

The maximum number of Shares that can be elected for the Cash Option is 50 per
cent. of the total number of Shares in issue (excluding any Shares held in
treasury). However, Shareholders are entitled to elect for the Cash Option in
respect of more than 50 per cent. of their individual holdings of Shares (the
"Basic Entitlement", such excess amount being an "Excess Application"). If
aggregate Elections have been made for the Cash Option which exceed 50 per
cent. of the issued Shares (excluding any Shares held in treasury),
Shareholders who have made an Election for the Cash Option in excess of their
Basic Entitlement shall have their Excess Applications scaled back in a manner
which is, as near as practicable, pari passu and pro rata among all
Shareholders who have made such Excess Applications. It is expected that the
Liquidators will distribute to Shareholders who have elected, or are deemed to
have elected, for the Cash Option their Cash Entitlements (being rounded down
to the nearest penny) not later than 10 Business Days following the Effective
Date.

Conditions of the Scheme

Implementation of the Scheme is subject to a number of conditions, including:
* the passing of the Resolutions to be proposed at the First General Meeting
and the Resolution to be proposed at the Second General Meeting (or any
adjournment of those General Meetings) without amendment, and any conditions
of such Resolutions being fulfilled;
* the AJOT Allotment Resolution being duly passed without amendment and
becoming unconditional in all respects;
* the FCA agreeing to admit the New AJOT Shares to the closed-ended investment
funds category of the Official List and the London Stock Exchange agreeing to
admit the New AJOT Shares to trading on the Main Market, subject only to
allotment; and
* the Directors and AJOT Directors resolving to proceed with the Scheme.
If any condition is not satisfied, the Scheme will not become effective, the
Company will not proceed with the members' voluntary winding up and will
instead continue in existence, being managed under its current investment
policy. In such circumstances the Board will reassess the options available to
the Company at that time.

Restricted Shareholders

The terms of the Proposals, as they relate to Restricted Shareholders, may be
affected by laws of the relevant jurisdiction. Restricted Shareholders should
inform themselves about, and observe, any applicable legal requirements. It is
the responsibility of Restricted Shareholders to satisfy themselves as to the
full observance of the laws of the relevant jurisdiction in connection with
the Proposals, including the obtaining of any governmental or other consent
which may be required, compliance with necessary formalities and the payment
of any issue, transfer or other taxes due to such jurisdiction. To the extent
a US Shareholder validly executes and returns a US Investor Representation
Letter to the satisfaction of the Directors, AJOT Directors and the
Liquidators, such US Shareholder will not be deemed a Restricted Shareholder.
US Shareholders should also refer to the section below for further
information.

Shareholders who will otherwise be Restricted Shareholders who wish to receive
New AJOT Shares in respect of their entitlement under the Scheme should
contact the Company directly as soon as possible and, in any event, by no
later than 7 November 2025 if they are able to demonstrate, to the
satisfaction of the Directors, the AJOT Directors and the Liquidators that
they can make an Election and be issued New AJOT Shares without breaching any
relevant laws or regulations.

Restricted Shareholders will be deemed to have elected for their Basic
Entitlement in respect of the Cash Option and to receive New AJOT Shares for
the remainder of their Shares. Such New AJOT Shares will be retained (and not
renounced) by the Liquidators as nominees for the relevant Restricted
Shareholder and sold by the Liquidators as nominees in the market for the
relevant Restricted Shareholder (which shall be done by the Liquidators
without regard to the personal circumstances of the relevant Restricted
Shareholder and the value of the Shares held by the relevant Restricted
Shareholder) and the net proceeds of such sale (after deduction of any costs
incurred in effecting such sale) will be paid: (i) to the relevant Restricted
Shareholder entitled to them as soon as reasonably practicable, save that
entitlements of less than £5.00 per Restricted Shareholder will be paid by
the Liquidators to the Nominated Charity; or (ii) in respect of Sanctions
Restricted Persons, at the sole and absolute discretion of the Liquidators and
will be subject to applicable laws and regulations.

Subject to certain exceptions described herein, no action has been taken or
will be taken in any jurisdiction other than the UK where action is required
to be taken to permit the distribution of this announcement and/or the AJOT
Prospectus. Accordingly, such documents may not be used for the purpose of,
and do not constitute, an offer or solicitation by anyone in any jurisdiction
or in any circumstances in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or solicitation.

Those Shareholders with a registered address and/or who are resident in, or
citizen, resident or national of, any jurisdiction outside the United Kingdom,
the Channel Islands or the Isle of Man should note that they will not receive
a Form of Election or a copy of the AJOT Prospectus, unless they have
satisfied the Directors, AJOT Directors and the Liquidators that they are
entitled to receive and hold New AJOT Shares without breaching any relevant
securities laws and without the need for compliance on the part of AJOT or the
Company with any overseas laws, regulations, filing requirements or the
equivalent. Sanctions Restricted Persons will not be entitled to receive a
copy of the AJOT Prospectus in any circumstance.

Shareholders should consult their tax advisers as to the tax consequences of
the Proposals for them.

General Meetings

The implementation of the Proposals will require two General Meetings of the
Company which have been convened for:

a)                    8.30 a.m. on 7 November 2025 at 4
Cannon Street, London, EC4M 5AB (the "First General Meeting"); and

b)                    9.00 a.m. on 27 November 2025 at 4
Cannon Street, London, EC4M 5AB (the "Second General Meeting").

The notices convening these meetings are set out at the end of the Circular.
All Shareholders are entitled to attend and vote at the First General Meeting
and the Second General Meeting and, on a show of hands, shall each have one
vote and, on a poll, shall have one vote for every Ordinary Share held by
them.

The Resolutions to be proposed at the General Meetings will, if passed,
approve the Scheme and put the Company into liquidation, as further described
below.

At the First General Meeting, Resolutions will be proposed which, if passed,
will:

a)                    approve the terms of the Scheme set
out in ‎the Circular;

b)                    amend the Articles to give effect to
the Scheme; and

c)                    authorise the Liquidators to enter
into and give effect to the Transfer Agreement with AJOT, distribute New AJOT
Shares to Shareholders in accordance with the Scheme and to purchase the
interests of any Dissenting Shareholders.

If the Scheme is not approved by Shareholders at the First General Meeting,
the Proposals will be abandoned and the Second General Meeting will be
adjourned indefinitely. In this event, the Board will consider alternative
proposals for the future of the Company, the implementation of which may
result in additional costs being incurred.

At the Second General Meeting, a special resolution will be proposed which, if
passed, will place the Company into liquidation, appoint the Liquidators and
agree the basis of their remuneration, instruct the Company Secretary to hold
the books to the Liquidators' order, and provide the Liquidators with
appropriate powers to carry into effect the amendments to the Articles made at
the First General Meeting. The Resolution to be proposed at the Second General
Meeting is conditional upon the passing of the Resolutions at the First
General Meeting, the AJOT Allotment Resolution being duly passed and becoming
unconditional in all respects, the approval of the FCA and the London Stock
Exchange to the Admission of the New AJOT Shares to the Official List and to
trading on the Main Market of the London Stock Exchange, respectively, and the
Directors and the AJOT Directors resolving to proceed with the Scheme. The
Resolution will require at least 75 per cent. of the votes cast in respect of
it, whether in person or by proxy, to be voted in favour to be passed.

 

Circular

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

The Circular can be viewed on the Company's website at
https://www.fidelity.co.uk/Japan shortly 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
shortly. In addition, those Shareholders (other than Restricted Shareholders)
who have elected to receive hard copies of documents will receive a copy of
the Circular by post.

 
EXPECTED TIMETABLE
 Publication Date of the AJOT Prospectus                                                                                          14 October 2025                                          
 Latest time and date for receipt of proxy appointments from Shareholders for the First General Meeting                           8.30 a.m. on 5 November 2025                             
 Latest time and date for receipt of the Form of Election from Shareholders wishing to elect for the Cash Option                  1.00 p.m. on 7 November 2025                             
 First General Meeting                                                                                                            8.30 a.m. on 7 November 2025                             
 Scheme Entitlements Record Date                                                                                                  6.00 p.m. on 7 November 2025                             
 Ordinary Shares disabled in CREST                                                                                                6.00 p.m. on 7 November 2025                             
 Suspension of trading in Ordinary Shares                                                                                         7.30 a.m. on 10 November 2025                            
 Announcement of the results of Elections                                                                                         10 November 2025                                         
 Calculation Date                                                                                                                 5.00 p.m. on 20 November 2025                            
 Latest time and date for receipt of proxy appointments from Shareholders for the Second General Meeting                          9.00 a.m. on 25 November 2025                            
 Reclassification of the Ordinary Shares                                                                                          8.00 a.m. on 26 November 2025                            
 Suspension of dealings in Reclassified Shares                                                                                    7.30 a.m. on 27 November 2025                            
 Second General Meeting                                                                                                           9.00 a.m. on 27 November 2025                            
 Appointment of the Liquidators                                                                                                   27 November 2025                                         
 Effective Date and Transfer Agreement executed and implemented                                                                   27 November 2025                                         
 Announcement of the results of Elections, the Company FAV per Share, the Adjusted Cash NAV per Share and the AJOT FAV per Share  27 November 2025                                         
 New AJOT Shares issued pursuant to the Scheme                                                                                    28 November 2025                                         
 First day of dealing in New AJOT Shares                                                                                          28 November 2025                                         
 CREST accounts credited with, and dealings commence in, New AJOT Shares                                                          28 November 2025                                         
 Cancellation of listing of Reclassified Shares                                                                                   as soon as practicable Effective Date                    
 Cheques expected to be despatched and CREST payments made to Shareholders in respect of the Cash Option                          Not later than 10 Business Days from the Effective Date  
 Share certificates in respect of New AJOT Shares despatched                                                                      Not later than 10 Business Days from the Effective Date  
 The times and dates set out in the expected timetable of events above and mentioned throughout this announcement may be adjusted by the Company in which event details of the new times and dates will be notified, as requested, to the FCA, the London Stock Exchange and, where appropriate, Shareholders. All references to time in this announcement are to UK time. 

 

 For further information please contact:

 

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

Legal Entity Identifier

549300ND695NEJ5GPI72

This announcement is not for publication or distribution in or into the United
States of America.  This announcement is not an offer 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 1933, 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. 

Stifel Nicolaus Europe Limited ("Stifel") which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and no one else in
connection with the Proposals and other matters referred to in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Stifel or for providing
advice in relation to the Proposals, the contents of this announcement, or any
other matter referred to herein or therein. Neither Stifel nor any of their
respective affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Stifel in
connection with this announcement, any statement contained herein or
otherwise.

 

 



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