REG-Fidelity Japan Trust Plc: Results of Scheme Elections

Fidelity Japan TrustAnnouncement

10/11/2025 12:30

10 November 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")

Results of Scheme Elections

                       

In connection with the recommended proposals for the combination of the
Company with AVI Japan Opportunity Trust plc ("                     AJOT      
             "), to be effected by way of a scheme of reconstruction and
members' voluntary winding up of the Company under section 110 of the
Insolvency Act (the "                     Scheme                    "), the
Board announces the following Elections pursuant to the Scheme:
*            Rollover Option: 77,353,152 Shares / 68 per cent. of issued
Shares which will be reclassified as Reclassified Shares with "A" rights,
being the right to receive New AJOT Shares; and
 
*            Cash Option: 36,324,714 Shares / 32 per cent. of issued Shares
which will be reclassified as Reclassified Shares with "B" rights, being the
right to receive cash.
In accordance with the Scheme, eligible Shareholders that made no Election
have been deemed to have elected for the Rollover Option.

The Cash Option is limited in aggregate to 50 per cent. of the issued Shares
(excluding treasury Shares) as at 6 p.m. on 7 November 2025. However,
Shareholders were entitled to elect for the Cash Option in respect of more
than 50 per cent. of their individual holdings of Shares (such excess amount
being an "                     Excess Application                    "), with
Excess Applications being scaled back in the manner described in the Company's
circular to Shareholders dated 14 October 2025 (the "                    
Circular                    ").

In light of the above elections, any Shareholders electing for the Cash Option
will have their Election satisfied in full (including any Excess Application).
          

The Shares were disabled for settlement in CREST from 6.00 p.m. on 7 November
2025 and trading was suspended from 7.30 a.m. this morning, 10 November 2025.
In accordance with the timetable, applications have been made to the FCA and
to the London Stock Exchange for the Shares to be reclassified for listing
purposes with effect from 8.00 a.m. on 26 November 2025. The listing of, and
dealings in, the Company's Reclassified Shares are subsequently expected to be
suspended at 7.30 a.m. on 27 November 2025.

Defined terms used in this announcement have the meanings given in the
Company's Circular. The Circular is available for viewing at the National
Storage Mechanism which can be located at                                    
       https://data.fca.org.uk/#/nsm/nationalstoragemechanism                 
                        and on the Company's website at                      
           https://www.fidelity.co.uk/Japan                               .
EXPECTED TIMETABLE
 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 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 of
securities 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.

 



Copyright (c) 2025 PR Newswire Association,LLC. All Rights Reserved