Fidelity Japan Trust Plc - Publication of Circular and Notice of General Meeting
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,
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.
Publication of Circular and Notice of General Meeting
Introduction
As announced by the Company on
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
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
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
Following a subsequent general meeting held on
As announced on
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
Benefits of the Proposals
The Directors consider that the Proposals will have the following benefits for all Shareholders:
-- The opportunity toremain 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
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
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:
o theLiquidation 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 inSpiber Inc. ) as set out below; and o the Residual Net Asset Value (being the balance after the appropriation of cash and assets to theLiquidation Pool ) shall then, on a Pro Rata Allocation basis, be split into:
a. the interests of the Shareholders who have Elected for the Rollover Option
(being the Rollover Pool ); and
b. 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
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
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).
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 theAJOT 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
-- 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
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
Termination Costs
On
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
To the extent that the
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
AVI Contribution
To the extent the
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
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
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
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
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
Subject to certain exceptions described herein, no action has been taken or will be taken in any jurisdiction other than the
Those Shareholders with a registered address and/or who are resident in, or citizen, resident or national of, any jurisdiction outside the
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)
b)
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
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 Prospectus14 October 2025 Latest time and date for receipt of proxy appointments from Shareholders8.30 a.m. on5 November 2025 for the First General Meeting Latest time and date for receipt of the Form of Election from Shareholders1.00 p.m. on7 November 2025 wishing to elect for the Cash Option First General Meeting8.30 a.m. on7 November 2025 Scheme Entitlements Record Date6.00 p.m. on7 November 2025 Ordinary Shares disabled in CREST6.00 p.m. on7 November 2025 Suspension of trading in Ordinary7.30 a.m. on10 November 2025 Shares Announcement of the results of10 November 2025 Elections Calculation Date5.00 p.m. on20 November 2025 Latest time and date for receipt of proxy appointments from Shareholders9.00 a.m. on25 November 2025 for the Second General Meeting Reclassification of the Ordinary Shares8.00 a.m. on26 November 2025 Suspension of dealings in Reclassified7.30 a.m. on27 November 2025 Shares Second General Meeting9.00 a.m. on27 November 2025 Appointment of the Liquidators27 November 2025 Effective Date and Transfer Agreement27 November 2025 executed and implemented Announcement of the results of Elections, the Company FAV per Share,27 November 2025 the Adjusted Cash NAV per Share and the AJOT FAV per Share New AJOT Shares issued pursuant to the28 November 2025 Scheme First day of dealing in New AJOT Shares28 November 2025 CREST accounts credited with, and28 November 2025 dealings commence in, New AJOT Shares Cancellation of listing of Reclassified as soon as practicable Effective Date Shares Cheques expected to be despatched and Not later than 10 Business Days from the CREST payments made to Shareholders in Effective Date respect of the Cash Option Share certificates in respect of New Not later than 10 Business Days from the AJOT Shares despatched 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 theFCA , theLondon Stock Exchange and, where appropriate, Shareholders. All references to time in this announcement are toUK time.
For further information please contact:
Fidelity Japan Trust Plc
David Graham (Chairman) Via Stifel
George Bayer (Company Secretary)
Stifel
Edward Gibson-Watt Tel. +44 (0) 20 7710 7600
Andrew Yeo
Legal Entity Identifier
549300ND695NEJ5GPI72
This announcement is not for publication or distribution in or into
