Final Results

FIDELITY JAPANESE VALUE PLC Final Results for the year ended 31 December 2013 FINANCIAL SUMMARY % 2013 2012 Change Assets at 31 December Total portfolio exposure1 £105.1m £70.2m +49.7 Shareholders' funds2 £90.0m £58.0m +55.2 Total portfolio exposure in excess of Shareholders' funds (gearing) 16.8% 21.0% NAV per ordinary share - undiluted 79.02p 59.94p +31.8 NAV per ordinary share - diluted3 n/a 59.19p Stockmarket data at 31 December Russell Nomura Mid/Small Cap Index (in sterling terms) 2.1562 1.7716 +21.7 Yen/£ exchange rate 174.080 140.549 -19.3 Ordinary share price at the year end 72.00p 51.63p +39.5 year high 80.38p 55.50p year low 50.50p 47.88p Discount - undiluted at the year end 8.9% 13.9% year high 19.9% 16.4% year low 4.7% 12.8% Results for year to 31 December Revenue loss per ordinary share (0.30p) (0.06p) Capital return/(loss) per ordinary share 20.64p (4.24p) Total return/(loss) per ordinary share 20.34p (4.30p) Returns for the year to 31 December NAV per share (undiluted) - total return2 +31.8% -6.6% Ordinary share price - total return +39.5% -1.7% Russell Nomura Mid/Small Cap Index (in sterling terms) +21.7% -3.1% Ongoing charges for the year to 31 December4 1.80% 2.00% 1 The total exposure of the investment portfolio, including exposure to the investments underlying the long CFDs 2 The change in Shareholders' funds of +55.2% is greater than the NAV per share (undiluted) total return of +31.8% because Shareholders' funds were increased by the net proceeds of the subscription share rights exercised during the year 3 There was no diluted net asset value per ordinary share at 31 December 2013 because there were no subscription shares at that date. At 31 December 2012 there was dilution because there were subscription shares in issue and the NAV per ordinary share was higher than the exercise price of the rights attached 4 Ongoing charges (excluding finance costs and taxation) based on average net asset values for the reporting year (prepared in accordance with methodology recommended by the Association of Investment Companies) CHAIRMAN'S STATEMENT I have pleasure in presenting the Annual Report of Fidelity Japanese Values PLC for the year ended 31 December 2013. PERFORMANCE REVIEW In last year's Annual Report we commented on the landslide victory of the Liberal Democrat Party in the December 2012 elections and the appointment of Shinzo Abe as Prime Minister. Since then, Japanese stock markets have responded positively to Mr Abe's "Three Arrows" policy, aimed at rejuvenating the Japanese economy, with the Company's Benchmark, the Russell Nomura Mid/Small Cap Index, rising by 21.7%, in sterling terms, during 2013. I am pleased to report that the Company comfortably outperformed the Benchmark, with the net asset value ("NAV") per share increasing by 31.8% to 79.02 pence and the share price increasing by 39.5% to 72.00 pence. At the same time, the discount narrowed from 13.9% to 8.9%. RESULTS AND DIVIDENDS The revenue column of the Income Statement shows a net loss on ordinary activities after taxation for the year of £331,000 (2012: £55,000). As the revenue reserve was in deficit at 31 December 2013, the Directors do not recommend the payment of a dividend. GEARING The Company gears through the use of long Contracts For Difference ("CFDs"). Total portfolio exposure was £105.1m at the year end, equating to gearing of 16.8%. Using long CFDs continues to provide more flexibility for the Company's needs at a much lower cost than traditional debt finance. THE BOARD The Board currently consists of five Directors who, between them, have good knowledge and wide experience of business in Japan, the Asian region generally and of investment trusts. The Board considers that lengthy service does not of itself compromise the independence or effectiveness of a Director and that experience is a positive benefit. There is, nonetheless, a recognition that refreshing the composition of the Board from time to time can be beneficial. The Company will therefore seek to recruit an additional Director during the course of 2014. MANAGEMENT FEE ARRANGEMENTS I am pleased to report that, with effect from 1 January 2014, the annual management fee payable by the Company has been reduced from 1.00% of gross assets to 0.85% of gross assets. This will be further reviewed later in the year in the light of the competitive environment, not only considering fees charged by other investment trusts, but also those of open ended vehicles where costs have declined significantly since the introduction of the Retail Distribution Review in January 2013. SUBSCRIPTION SHARE ISSUE During the year under review all the outstanding subscription shares were exercised resulting in the issue of 17,232,149 ordinary shares at a fixed price of 55 pence per share. This had the benefit of increasing the liquidity of the Company's shares and reducing the ongoing charges by spreading costs across a wider asset base but also had the impact of diluting the NAV per share return for the year. The Company is considering a further bonus issue of subscription shares to ordinary shareholders on the basis of one subscription share for every five ordinary shares held (the "Bonus Issue"). The Board believes that, over the medium term, investment in Japan will deliver capital growth and that subscription shares represent an attractive option for shareholders to subscribe in the future for further ordinary shares in the Company. In addition, the Bonus Issue may broaden the Company's shareholder base as the subscription shares are dispersed in the market, attracting new investors and improving liquidity for shareholders. REVISED ARTICLES OF ASSOCIATION There have been a number of recent changes in the tax, regulatory and company law environment which affect investment trusts. The Board is therefore seeking approval at the forthcoming Annual General Meeting to adopt new Articles of Association, substantially in the form of the existing Articles of Association but updated to reflect these changes. In particular, the new Articles of Association have been amended: (i) to remove the prohibition on the distribution of realised capital profits; this change will help to keep our Articles in line with what is allowable under current legislation. I believe we should move with legislative changes, but stress that the Board has no intention of using this power in the immediate future and would only do so if it felt that it were in the best interests of the Company's shareholders; and (ii) to incorporate provisions to facilitate compliance with the Alternative Investment Fund Managers Directive. ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE The Alternative Investment Fund Managers Directive ("AIFMD") is a European Union Directive that affects investment funds which are managed or promoted within the European Union. Under the terms of the Directive the Company is required to appoint an Alternative Investment Fund Manager ("AIFM"). Whilst the implementation date for the Directive was July 2013, the Financial Conduct Authority has permitted a transitional period of one year. The Board has reviewed the impact of the Directive on the Company's operations and has decided in principle to appoint FIL Investment Services (UK) Limited (part of Fidelity Worldwide Investments) as its AIFM, before the end of the transitional period on 22 July 2014. There will be no additional fee for this service, though there will be a small additional cost from the appointment of a depositary, in this case J.P. Morgan Europe Limited, which is also required by the Directive. OTHER REGULATORY CHANGES There have been a number of revisions to reporting requirements for companies with accounting periods beginning on or after 1 October 2012. These include the addition of a new Strategic Report which replaces the Business Review section of the Directors' Report, providing insight into the Company's objectives, strategy and principal risks, and enabling shareholders to assess how effective the Directors have been in promoting the success of the Company during the course of the year under review. Other changes comprise additional Audit Committee reporting requirements on the external audit process and changes to the structure and voting requirements in respect of the Directors' Remuneration Report and are explained in more detail in the Annual Report. ANNUAL GENERAL MEETING The Annual General Meeting will be held at midday on 14 May 2014 at Fidelity's offices at 25 Cannon Street, London EC4M 5TA (St Paul's or Mansion House tube station) and all investors are encouraged to attend. The Board is looking forward to the opportunity to speak to shareholders. The Portfolio Manager will be attending and will give a presentation on the past year and the prospects for the current year. OUTLOOK: THE CASE FOR JAPAN REMAINS INTACT Since the onset of Abenomics and the appointment of a new Governor of the Bank of Japan, the rate of growth in Japan's monetary base has been much faster than in the US. As this trend continues, we can expect the yen to weaken further, albeit at a more subdued rate than in 2013. The depreciation of the yen has been one of the key drivers of the rapid increase in corporate profits over the past year. Another factor that is less widely appreciated is the decline in the aggregate break even exchange rate. As the yen has appreciated over time, Japanese exporters have continually cut costs and become more efficient. While in the 1990s they broke even at around ¥130/$, by the end of 2012 they were profitable at ¥82/$. The weaker yen is undoubtedly helping Japanese companies, but their previous efforts to bring down costs and raise productivity are also providing a significant tailwind. The patient bottom-up observer can find encouraging signs of change on the ground, but it is also important to be realistic about the likelihood of sudden transformation in Japan. It seems Prime Minister Abe may have raised expectations too high. When looking at how 2014 will differ from 2013, we believe the management of expectations is a key factor. In the opening months of his tenure, Prime Minister Abe acted as a cheerleader for Japan. In order to generate optimism, he toured the world to promote his reform agenda and explain how it would give birth to a virtuous cycle of rising asset prices and increasing confidence, leading to a stronger economy. But by raising expectations too high, he increased the scope for disappointment amongst non-Japanese investors. In the near term, we believe the biggest risk to the current rally is policy disappointment with the 'Third Arrow', namely structural reform. Investors continue to monitor closely the progress Prime Minister Abe is making on key reform policies, including labour markets, corporate tax, agriculture, energy and corporate governance. The increase in the consumption tax from 5% to 8% which is scheduled for April 2014 is also a risk factor, but monetary policy is aggressively loose and the authorities are determined to off set any negative impact. On the external front, we expect investors will remain vigilant for signs of weaker global growth, yen appreciation and raised tensions with China. At the time of writing, global financial markets are experiencing turbulence triggered by weaker-than-expected US macro data and instability in emerging markets. Given the pace of the rally experienced last year, a period of correction is not unexpected. However, the pick-up in the global economy appears to remain broadly on track and Japan's recovery continues to proceed steadily. Furthermore, Japan has led the world in terms of positive earnings revisions over the past year and the outlook for earnings growth continues to compare favourably with all other major regions. While risk assets are likely to remain volatile for the time being, the outlook for the Japanese economy and market remains positive. David Robins Chairman 26 March 2014 MANAGER'S REVIEW MARKET REVIEW While the much anticipated rotation from bonds to equities did not quite fully unfold in 2013, a shift out of higher risk assets, particularly emerging markets, into developed markets did take place. Worries over the timing and magnitude of the US Federal Reserve's tapering of quantitative easing triggered a sell-off in emerging markets that had benefited from the ultra-loose monetary policy. Speculation about a hard landing scenario in China also fuelled panic selling in the summer. Subsequently, the Federal Reserve's decision to delay cutting back on quantitative easing in September, combined with modest cyclical improvements around the world and generally low valuations, underpinned a broad-based recovery in equities towards the end of the year. During the year, Japan was one of the best performing markets in the world in local currency terms. The advent of Abenomics in late 2012 drove a rapid rise in Japanese stocks, with the broad based TOPIX ending the year at its highest level since August 2008. The Bank of Japan's expansionary monetary policy guided the yen lower against other currencies and boosted exporters' earnings. Meanwhile, deflation finally started to give way to inflation, with the Consumer Price Index at its highest level in five years. Throughout the year, the inverse correlation between the yen and the Japanese equity market remained strong. The year-end market rally gained momentum as the yen depreciated to a five-year low of ¥105 against the US dollar amid speculation that the Bank of Japan would engage in further monetary easing, while stronger US economic data, including employment, increased confidence in the Federal Reserve's decision to start scaling back its asset purchase programme. Overseas investors were active buyers of Japanese stocks, with total net purchases reaching a record high for the year. This helped to off set net selling by individuals ahead of a rise in the tax rate on capital gains and dividends in January 2014. PERFORMANCE REVIEW As noted in the Chairman's Statement, the Company outperformed its Benchmark during the year under review. The market environment remained favourable as liquidity in the small cap universe increased and earnings upgrades continued throughout the year. As demonstrated in the Attribution Analysis, the market's movement added 30.42 pence to the NAV per share, stock selection added 2.80 pence and gearing added 5.78 pence. Although the devaluation of the yen has improved the competitiveness of the Japanese economy and helped drive the re-rating of Japanese equities, it detracted 17.70 pence when converting the yen value of assets into sterling. Year ended Attribution Analysis 31 December 2013 (pence) NAV at 31 December 2012 (undiluted) 59.94 Impact of the Benchmark Index (in yen terms) +30.42 Impact of Benchmark Index income (in yen terms) +1.54 Impact of stock selection (relative to the Index) +2.80 Impact of gearing +5.78 Impact of exchange rate -17.70 Impact of charges -1.11 Impact of share issues -2.77 Impact of share repurchases +0.01 Cash/residual +0.11 NAV at 31 December 2013 (undiluted) 79.02 Stock selection was particularly successful in the services sector where holdings in internet-related companies added value. Core holdings also reacted well to improving macroeconomic data such as housing starts, employment and consumer spending. Three of the top ten contributors to performance over the year were online businesses, namely Kakaku.com, WirelessGate and M3. Both Kakaku.com and M3 are long-term holdings, which have consistently added value over time since the positions were initiated in 2007. Other notable performers included three businesses that are well positioned to benefit from the so-called 'Third Arrow', or Prime Minister Abe's structural reform strategy. JP-Holdings is a leading operator of nursery schools in Japan which should benefit from greater female participation in the workforce. The Government's initiatives to set a favourable backdrop for companies with innovative technologies, will benefit companies such as Asahi Intecc, a specialist manufacturer of guidewires used in non-surgical procedures for patients suffering from heart disease. Elsewhere, expectations for domestic reflation buoyed the share prices of homebuilders and housing-related materials makers. Ahead of the sales tax hike in April 2014, Sekisui Chemical, a key overweight position, enjoyed strong growth in housing orders. LIXIL Group, a producer of housing equipment and materials, also benefited from robust housing starts. Moreover, LIXIL's aggressive expansion in overseas markets through M&A is expected to enhance its growth potential further over the long term. On the other hand, the performance of holdings in global cyclical stocks was mixed. In the transport equipment sector, auto-parts maker Takata lost ground as product recalls resulted in disappointing earnings results and the position was sold. In the electrical machinery sector, LED lighting makers Odelic and Endo Lighting fell on short-term earnings weakness. The holding in Odelic has been sold since the year end. However, we maintain an overweight position in Endo Lighting, as we believe that it will benefit from secular growth in energy saving in Japan. The table below shows the principal five contributors to, and principal five detractors from, the Company's performance relative to the Benchmark Index. Contribution to Company performance versus the Index Principal contributors to Return absolute return %* Kakaku.com +3.5 +2.3 M3 +2.3 +1.4 JP-Holdings +2.1 +1.5 WirelessGate +2.0 +1.6 Sekisui Chemical +2.0 +1.0 * Simple price return sourced from Bloomberg. Detraction to Company performance versus the Index Principal detractors to Return absolute return %* Fuji Kyuko -0.8 -0.5 Honeys -0.8 -0.4 Endo Lighting -0.7 -0.3 Gulliver International -0.6 -0.2 Tachi-S -0.5 -0.2 * Simple price return sourced from Bloomberg. PRINCIPAL CONTRIBUTORS Kakaku.com operates Japan's leading online price comparison site. In light of improving domestic consumption, e-commerce continued to grow at a healthy pace, reflecting the rising penetration of smartphones and the increased convenience of online shopping. We took some profits in the stock, notably during its strongest period of performance from July through September. However, Kakaku.com remains a long-term structural winner in the expanding e-commerce market and valuations look more attractive following the recent correction. M3 provides web-based, two-way marketing/customer support services for pharmaceutical companies and doctors. Pharmaceutical marketing is not a growth industry, but by changing existing business practices through the utilisation of its internet infrastructure M3 has created its own niche within the pharmaceutical industry. M3 remains a long-term holding, which has consistently added value over time since the position was initiated in 2007. JP-Holdings is the leading nursery school operator in Japan. As the rate of female labour participation is low in Japan compared with other developed countries, the Government will improve support for working mothers by increasing the number of private nursery schools. This should encourage future growth in the child daycare service market, in which JP-Holdings has an advantageous position. The stock was sold on valuation grounds during the second half of the year. WirelessGate is a provider of high-speed wireless broadbandservices. Its share price more than doubled in the fourth quarter of 2013. The rising penetration of smartphones/tablets and higher data requirements are encouraging more users to adopt Wi-Fi services. We took some profits in December 2013, but continue to hold the shares as we expect earnings to continue to grow in line with rising demand for wireless communication services. Sekisui Chemical builds and sells residential houses. It also produces PVC housing products. Expectations for domestic reflation buoyed the share prices of homebuilders and housing-related materials makers during the period. Sekisui Chemical also enjoyed strong growth in housing orders ahead of the sales tax hike in April 2014. The stock remains a key holding and we expect housing volume growth to drive earnings upwards. PRINCIPAL DETRACTORS Fuji Kyuko provides passenger rail and bus services in Shizuoka, Yamanashi and Kanagawa prefectures. The stock was purchased from April 2013 onwards and your Company did not fully participate in the initial phase of the rally. However, we view Fuji Kyuko as a key beneficiary of Prime Minister Abe's policy focus of increasing inbound tourism and expect an improvement in the share price in the future. Honeys is a retailer of ladies' casual clothing and accessories. Its shares performed poorly as sales in China struggled due to intensifying competition, whilst domestic customer traffic slowed sharply in response to product price increases. An anticipated improvement in the sales climate failed to materialise and the position was gradually reduced towards the end of the period. Endo Lighting is a leading producer of LED lighting fixtures. The shares performed poorly due to short-term earnings weakness. However, we maintain an overweight position in the company, as we believe that it is highly levered to secular growth in energy saving in Japan. Gulliver International operates Japan's largest nationwide chain of used car stores. The stock was purchased in April 2013, which in hindsight marked a near-term peak. Retail sales, a key earnings driver, fell short of expectations due to adverse pricing strategies. However, the used-car business has since stabilised and we expect the company's efforts to strengthen its retail operations through aggressive new store openings to drive future growth. Tachi-S manufactures passenger seats for cars and trucks. We initiated a position in the stock in May 2013, after which both absolute and relative performance was disappointing. Production start-up costs diminished the company's near-term profit growth, but we expect to see a recovery from fiscal 2014 as one-time factors expire and contributions from new seats emerge. PORTFOLIO REVIEW The following tables show the key stock positions versus the Russell Nomura Mid /Small Cap Index at 2012 and 2013. Company Index Active Top Ten Positions Holding Weight Weight At 31 December 2012 % % % LIXIL Group 3.3 0.5 2.8 Sekisui Chemical 3.2 0.3 2.9 Maruwa 2.9 - 2.9 Honeys 2.8 - 2.8 Takata 2.8 0.1 2.7 Bit-Isle 2.8 - 2.8 Kakaku.com 2.5 0.1 2.4 M3 2.3 0.1 2.2 Sumitomo Rubber 2.0 0.2 1.8 1st Holdings 2.0 - 2.0 Company Index Active Top Ten Positions Holding Weight Weight At 31 December 2013 % % % Sanix 3.0 - 3.0 M3 2.8 0.1 2.7 LIXIL Group 2.7 0.5 2.2 Sekisui Chemical 2.5 0.3 2.2 Tosho 2.4 - 2.4 Seria 2.2 - 2.2 Livesense 2.2 - 2.2 Nihon Nohyaku 2.1 - 2.1 Stanley Electric 2.0 0.2 1.8 Japan Aviation Electronics 1.9 - 1.9 The Company maintains a diversified portfolio, keeping a balance between domestic consumer services and pro-cyclical manufacturers. Portfolio turnover in 2013 increased to 86% from 70% in the previous year. In response to the strong market rally, positions where share price valuations already discounted foreseeable growth were actively trimmed and recycled into new stocks with reasonable valuations. Meanwhile, low-growth, defensive stocks in the foods, power utilities, pharmaceuticals and railway sectors remain underweight. The investment focus remains on highly competitive, mid/small cap stocks in the consumer services sector. Whilst the portfolio has relatively large overweight positions in internet-based service companies such as M3 and Kakaku.com, it also includes a diverse range of business models including solar power integration, leisure & entertainment, and recruitment. Sanix, which has become the largest single stock position, was added to the portfolio in March 2013. The company's mainstay business is termite extermination, but it has transformed itself into a solar power integrator that installs small-scale solar panels for both commercial and residential use. Thanks to the Government's subsidies for purchasing clean energy, the number of applications for solar power system installation is growing at record rates, and Sanix is enjoying strong growth in its orders and sales. Another new position is Tosho, which operates sports club facilities and hotels primarily in Aichi prefecture. Strong earnings momentum is driven by new openings of sports clubs and hotels. Business expansion outside of Aichi is expected to be the key earnings driver for the medium-term. Round One is also a recent addition to the portfolio. It operates bowling alleys and video game arcades. Sales growth has been sluggish, but there are some early signs of a recovery due to the introduction of special promotions (e.g. weekday all you can bowl, low priced drinks after midnight at Karaoke facilities etc) and price reductions. In addition, recruitment and temporary staffing agencies, including Livesense, Temp Holdings and Outsourcing, make up a relatively large position within the consumer service sector. Within pro-cyclical sectors, electronic component manufacturers and electronic material makers with strong earnings growth momentum are favoured due to a cyclical upturn in demand for smartphones and automobile parts. An overweight position in Stanley Electric has proved rewarding. The company makes various automotive electronic parts including LED headlamps and stands to benefit from a weaker yen and increased automobile production at Honda Motor. Japan Aviation Electronics ("JAE") appears to be undervalued. JAE is a niche manufacturer of connectors used for smartphones and automobiles, the strong growth potential of which appears underappreciated by the market. Brother Industries is a recent addition to the portfolio, as it will benefit from a cyclical recovery in capital spending. A position in Fujibo Holdings has also been initiated. Whilst the company is a textile manufacturer, its main earnings growth driver currently is synthetic abrasive materials used to polish semiconductors. Its niche product is steadily gaining market share and the company is well positioned to benefit from a recovery in production by semiconductor makers. While new growth opportunities have been identified, a number of positions that have met target prices have been closed. These include Nidec (spindle motors for hard disk drives), Nitto Denko (LCD polarising films for smartphones and tablets), Kubota (agricultural machinery), and Seino Holdings (haulage). OUTLOOK Despite the market's strong rise in 2013, valuations do not appear stretched because earnings growth has been accelerating in line with the stock price appreciation. This is why we believe that the downside to the market is limited. The correction since the beginning of 2014 is related to global uncertainty rather than any specific concerns regarding the domestic economic outlook or valuation levels in Japan. The indiscriminate selling has created opportunities to invest in attractive businesses at a cheaper price. The Japanese small-cap market is a rich hunting ground for entrepreneurial companies and yet research coverage remains patchy. This means that many growth opportunities have yet to be reflected in share prices. Furthermore, it is encouraging to see a buoyant initial public offering ("IPO") market. Almost all of the 54 IPOs in 2013 rose on their first day of trading with some even quadrupling. These new companies often have characteristics that are in line with your Company's investment strategy - innovative business models that are changing existing business practices in their own areas and gaining share from incumbents. A healthy expansion of the small-cap universe provides a further reason to be optimistic about the outlook for Japan. FIL Investments international 26 March 2014 STRATEGIC REPORT The Directors present the Strategic Report of the Company which replaces reporting previously included in the 'Business Review' section of the Directors' Report. It provides a review of the Company's business and describes the principal risks and uncertainties it faces. An analysis of the performance of the Company during the financial year and the position at the year end is included taking into account its objective, strategy and risks and how these are measured using key performance indicators. BUSINESS AND STATUS The Company carries on business as an investment trust and has been accepted as an approved investment trust by HM Revenue & Customs under Sections 1158 and 1159 of the Corporation Tax Act 2010, subject to the Company continuing to meet eligibility conditions. The Directors are of the opinion that the Company has conducted its affairs in a manner which will satisfy the conditions for continued approval. The Company is registered as an investment company under Section 833 of the Companies Act 2006 and operates as such. It is not a close company and has no employees. PRIMARY OBJECTIVE The primary objective of your Company is to enhance shareholder value, achieved through long term capital growth from an actively managed portfolio of securities primarily of small and medium sized Japanese companies listed or traded on Japanese stockmarkets. STRATEGY In order to achieve its investment objective, the Company has delegated the management of the investment portfolio and certain other services to FIL Investments International. The Manager will aim to achieve a capital return on the Company's total assets over the longer term in excess of the equivalent return on the Russell Nomura Mid/Small Cap Index, as expressed in sterling. The Board recognises that investing in equities is a long term process and that the Company's returns will vary from year to year. Unlike equivalent open-ended investment vehicles, the investment trust structure offers investors a portfolio which may be geared. The Board takes the view that long term returns can be enhanced by the use of gearing in a carefully considered and monitored way. The gearing range is considered by the Board at each of its meetings. INVESTMENT POLICY The markets in which the Company may invest comprise primarily the Tokyo Stock Exchange along with, the Jasdaq and the regional stockmarkets of Fukuoka, Nagoya, Osaka and Sapporo. In order to diversify the Company's portfolio, the Board has set guidelines for the Manager to restrict investment to a maximum of 7.5% in the aggregate of all securities of any one company or other investment entity (10% for any group of companies) at the time of purchase, which is further limited to 12% of the Company's equity portfolio based on the latest market value. The Company is permitted to invest up to 30% of its assets (at the time of acquisition) in equity-related and debt instruments. The Company may also invest in derivatives for efficient portfolio management to protect the portfolio against market risk. However, any such investment would normally be at a low level and the Company invests primarily in shares. (At the year end the Company was 16.8% geared). The Company may invest up to 5% of its assets (at the time of acquisition) in securities which are not listed on any stock exchange or traded on the Jasdaq market, but the Company would not normally make any such investment except where the Manager expects that the securities would shortly become registered for trading on the OTC market or become listed on a Japanese stockmarket. A maximum of 15% of the Company's total assets may be invested in the securities of other investment trust companies. As at 31 December 2013 there were no such holdings in the Company's portfolio (2012: nil). The Company's investment policy was amended on 10 November 2009 to permit gearing through Contracts For Difference ("CFDs") following the repayment of the Company's bank loans. The Company's policy is to be geared in the belief that long term investment returns will exceed the costs of gearing. This gearing is obtained through the use of borrowing and/or through the use of CFDs to obtain exposure to Japanese equities selected by the Manager. The effect of gearing is to magnify the consequence of market movements on the portfolio and if the portfolio value rises the NAV will be positively impacted, but if it falls the NAV will be adversely impacted. The Board is responsible for the level of gearing in the Company and reviews the position on a regular basis. The aggregate exposure of the Company to Japanese equities, whether held directly or through CFDs, will not exceed shareholders' funds by more than 30% at the time at which any CFD is entered into or a security acquired. The Board also intends that the exposure will not exceed shareholders' funds by more than 40% at any other time unless exceptional circumstances exist. The majority of the Company's exposure to Japanese equities will be through direct investment, not CFDs. In addition, the limits on exposure to individual companies and groups set out above will be calculated as if the Company had acquired the securities to which any CFD is providing exposure (i.e. on a total exposure basis). The investment in Japanese equities achieved through borrowings and/or CFDs will be subject to the acquisition and holding limits set out above. Generally, the maximum that the Company will hold in cash will be 25% of the total value of the Company's assets, but this limit will not include any cash or cash equivalent paid as collateral for unrealised losses on CFDs. In practice the cash position will normally be much lower. The spread of risk within the Company's portfolio is achieved by having exposure to a wide range of stocks which are chosen on their individual merits. No material change will be made to the investment policy without shareholder approval. Details of the Company's Ten Largest Investments, the Full Portfolio Listing and the Distribution of the Portfolio can be found in the Annual Report. INVESTMENT MANAGEMENT PHILOSOPHY, STYLE AND PROCESS The Portfolio Manager utilises a "bottom up" stock picking approach. Supported by 25 research analysts based in Tokyo, he seeks to identify attractively valued companies through extensive research and rigorous valuation analysis rather than constructing the portfolio on the basis of macroeconomic analysis. The Portfolio Manager has a focus on small caps with multi-year growth potential. RESULTS AND PERFORMANCE Details of the results and performance for the year, together with an analysis of trends and factors that may impact the future performance of the Company may be found in the Chairman's Statement and Manager's Review above. The Chairman's Statement and Manager's Review form part of the Strategic Report. The ten year summary can be found in the Annual Report. KEY PERFORMANCE INDICATORS The key performance indicators ("KPIs") used to measure the progress and performance of the Company over time and which are comparable to those reported by other investment trusts are: the performance of the NAV per share, both in absolute terms and in relation to the Russell Nomura Mid/Small Cap Index (the Benchmark Index); share price performance; and the discount of the NAV per share to the share price. Details of how the Company has performed against these KPIs, may be found in the Summary of Performance in the Annual Report. As well as the KPIs set out above, the Board also regularly monitors other relevant statistics, including investment performance compared to the Company's peer group. The Directors also monitor the various factors contributing to investment results, as set out in the Attribution Analysis table above. PRINCIPAL RISKS AND UNCERTAINTIES The Board confirms that there is an ongoing process for identifying, evaluating and managing the principal risks faced by the Company. The process is regularly reviewed by the Board in accordance with the Financial Reporting Council's ("FRC's") "Internal Control: Revised Guidance for Directors". The Board is responsible for the Company's system of internal control and for reviewing its effectiveness. An internal controls report providing an assessment of risks, together with controls to mitigate these risks, is prepared by the Manager and considered by the Audit Committee. The Board also determines the nature and extent of any risks it is willing to take in order to achieve its strategic objectives. Market Risk The Company's assets largely consist of listed securities and the principal risks are therefore market related such as market downturn, interest rate movements and exchange rate movements. The Portfolio Manager's success in protecting and increasing the Company's assets against this background is core to the Company's continued success. Risks to which the Company is exposed and which form part of the market risks category are included in Note 17 to the financial statements in the Annual Report together with summaries of the policies for managing these risks. These comprise: market price risk (comprising interest rate risk, foreign currency risk and other price risk), liquidity risk, counterparty risk, credit risk and derivative instruments risk. Performance Risk The achievement of the Company's performance objective requires the assumption of risk. Strategy, asset allocation and stock selection might lead to underperformance of the Benchmark Index and target. The Company has a clearly defined strategy and investment remit which is a detailed in the management agreement between the Company and the Manager. Borrowing/ derivative limits are set by the Board. The Board relies on the Portfolio Manager's skills and judgement to make investment decisions based on research and analysis of individual stocks and sectors. The portfolio is managed by a highly experienced Portfolio Manager, supported and overseen by the Manager's investment team. The Board reviews the performance of the asset value of the portfolio against the Company's Benchmark and competitors and the outlook for the market with the Manager at each Board meeting. The emphasis is on long term investment performance and the Board accepts that by targeting long term results the Company risks volatility of performance in the shorter term. Discount Control Risk The Board is not able to control the prices at which the Company's ordinary shares trade; they may not reflect the value of the underlying investments. However, it can have a modest influence in the market by maintaining the profile of the Company through an active marketing campaign and, under certain circumstances, through repurchasing shares. Details of repurchases during the year are given in the Directors' Report in the Annual Report. The Company's share price, NAV and discount volatility are monitored daily by the Manager and considered by the Board at each of its meetings. Currency Risk The Company's total return and Balance Sheet are affected by foreign exchange movements because the Company has assets and income which are denominated in yen whilst the Company's base currency is sterling. While it is the Company's policy not to hedge currency, the fact that gearing by way of long CFDs is in yen means that part of the investment portfolio funded by gearing is naturally hedged against changes in the yen:sterling exchange rate. Further details can be found in Note 17 to the financial statements in the Annual Report. Gearing Risk The Company has the option to invest up to the total of any loan facilities or to use Contracts for Difference ("CFDs") to invest in equities. The principal risk is that gearing magnifies investment returns. Therefore, if the Company is geared in strongly performing stocks the Company will benefit from gearing. If the Company is geared in poorly performing stocks, the impact would be detrimental. Other risks are that the cost of gearing may be too high or that the term of the gearing is inappropriate in relation to market conditions. The Company currently has no bank loans and geared exposure is being achieved through the use of long CFDs. This has reduced the cost of gearing and provides greater flexibility. The Board regularly considers gearing and gearing risk and sets limits accordingly. Tax and Regulatory Risks A breach of Section 1158 of the Corporation Tax Act 2010 could lead to a loss of investment trust status, resulting in the Company being subject to tax on capital gains. A breach of other legal and regulatory rules may lead to suspension from listing on the Stock Exchange or a qualified audit report. The Board receives regular reports from the Manager confirming regulatory compliance during the year. There are a number of prospective regulations which could impact the Company. Of greatest significance is the Alternative Investment Fund Managers Directive ("AIFMD"). The implementation date for the Directive was July 2013 but with a transitional period whereby investment trusts will not be required to apply for AIFMD authorisation until July 2014. The Board has reviewed the impact of the directive on the Company's operations and decided in principle to appoint FIL Investment Services (UK) Limited (for no additional fee) as its Alternative Investment Fund Manager ("AIFM") before the end of the transitional period on 22 July 2014. FIL Investment Services (UK) Limited is in the process of seeking to become a registered AIFM during the transitional period so that your Company will become fully compliant by July 2014. An additional requirement of the AIFMD is to appoint a depositary on behalf of the Company which will oversee custody and cash arrangements of the Company. To this end the Board has agreed in principle to appoint J. P. Morgan Europe Limited to act as the Company's depositary. JPMorgan Chase Bank will continue to act as bankers and custodian to the Company. There will be an additional operating cost associated with this new role but it is not possible at this stage to be precise about the level of additional cost. Operational Risks The Company has no employees and relies on a number of third party service providers, principally the Manager, Registrar and Custodian. The Company is dependent on the Manager's control systems and those of its Custodian and Registrar, both of which are monitored and managed by the Manager on behalf of the Board. The security of the Company's assets, dealing procedures, accounting records and the maintenance of regulatory and legal requirements, among other things, rely on the effective operation of such systems. The Manager, Registrar and Custodian are subject to a risk-based programme of reviews by the Manager's internal audit department. In addition, service providers' own internal controls reports are received and reviewed by the Board and any concerns investigated. While it is believed that the likelihood of poor governance, compliance and operational administration by third party service providers is low, the financial consequences could be serious, including the associated reputational damage to the Company. Certain of the Company's relationships with its service providers will change as the Company implements AIFMD and in particular the Company is required to appoint a depositary. Financial Instrument Risks The financial instrument risks faced by the Company are shown in Note 17 to the financial statements in the Annual Report. The additional risk to the Company of using long CFDs rather than traditional forms of borrowing is that the Company does not own the Japanese equities to which the long CFDs give exposure and is at risk if the counterparty defaults, for example for insolvency reasons. The balance on all outstanding long CFDs is calculated on a daily basis with collateral then adjusted so that collateral equal to the outstanding balance has been recognised, although no collateral adjustment is made where the outstanding balance is less than US$1 million. This results in a potential exposure, which could be increased due to settlement practices and timing differences, to a maximum of US$1 million plus three days' unrealised trading profits. Other Risks A continuation vote takes place every three years, with the next such vote due to take place in 2016. There is a risk that shareholders may not vote in favour of continuation during periods when performance is poor. BOARD DIVERSITY When refreshing its composition the Board carries out its candidate search against a set of objective criteria on the basis of merit, with due regard for the benefits of diversity on the Board, including gender. As at 31 December 2013, there were five male Directors and no female Directors on the Board. EMPLOYEE, SOCIAL, COMMUNITY AND HUMAN RIGHTS ISSUES The Company has no employees and all of its Directors are non-executive, the Company's day-to-day activities being carried out by third parties. The Company has not adopted a policy on human rights as it has no employees and its operational processes are delegated. The Company's financial reports are printed by a company which has won awards for its environmental awareness and further details of this may be found on the back cover of this report. Financial reports and other publicly available documentation are also available on the Company's website www.fidelity.co.uk/ its. Details about Fidelity's own community involvement may be found on its website www.fidelity.co.uk. CORPORATE ENGAGEMENT The Board believes that the Company should, where appropriate, take an active interest in the affairs of the companies in which it invests and that it should exercise its voting rights at their general meetings. Unless there are any particularly controversial issues (which are then referred to the Board) it delegates the responsibility for corporate engagement and shareholder voting to the Manager. These activities are reviewed annually. FUTURE DEVELOPMENTS The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement and Manager's Review above. By order of the Board FIL Investments International Secretary 26 March 2016 RELATED PARTY TRANSACTIONS WITH THE MANAGER The Directors have complied with the provisions of Financial Reporting Standard 8 "Related Party Disclosures", which require disclosure of related party transactions and balances. FIL Investments International is the Manager and Secretary of the Company and details of the services provided and fees paid are given in the Annual Report. Fees paid to the Directors are disclosed in the Directors' Remuneration Report of the Annual Report. STATEMENT OF DIRECTORS' RESPONSIBILITIES The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial period. Under that law they have elected to prepare the financial statements in accordance with UK Generally Accepted Accounting Practice. The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss for the period. In preparing these financial statements, the Directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for ensuring that adequate accounting records are kept which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that its financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and regulations the Directors are also responsible for preparing a Strategic Report, a Directors' Report, a Corporate Governance Statement and a Directors' Remuneration Report that comply with that law and those regulations. The Directors have delegated responsibility for the maintenance and integrity of the corporate and financial information included on the Company's pages of the Manager's website www.fidelity. co.uk/its. Visitors to the website need to be aware that legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in their own jurisdictions. We confirm that to the best of our knowledge the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties it faces. We confirm that we consider that the annual report and accounts, taken as a whole, is fair balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business and strategy. Approved by the Board on 26 March 2014 and signed on its behalf. David Robins Chairman INCOME STATEMENT for the year ended 31 December 2013 2013 2012 revenue capital total revenue capital total £'000 £'000 £'000 £'000 £'000 £'000 Gains/(losses) on investments designated at fair value through profit or loss - 13,932 13,932 - (6,376) (6,376) Gains on derivative instruments held at fair value through profit or loss - 9,665 9,665 - 2,635 2,635 Income * 1,440 - 1,440 1,289 - 1,289 Investment management fee (1,076) - (1,076) (757) - (757) Other expenses (479) - (479) (441) - (441) Foreign exchange losses on other net assets (59) (654) (713) - (384) (384) Net (loss)/return before finance costs and taxation (174) 22,943 22,769 91 (4,125) (4,034) Finance costs (73) - (73) (76) - (76) Net (loss)/return on ordinary activities before Taxation (247) 22,943 22,696 15 (4,125) (4,110) Taxation on (loss)/return on ordinary activities (84) - (84) (70) - (70) Net (loss)/return on ordinary activities after taxation for the year (331) 22,943 22,612 (55) (4,125) (4,180) (Loss)/return per ordinary share - undiluted and diluted (0.30p) 20.64p 20.34p (0.06p) (4.24p) (4.30p) * INCOME 2013 2012 £'000 £'000 Income from investments designated at fair value through profit or loss Overseas dividends 1,138 1,005 Income from derivatives held at fair value through profit or loss Dividends on long CFDs 302 284 Total income 1,440 1,289 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the year ended 31 December 2013 share capital share premium redemption other capital revenue total capital account reserve reserve reserve reserve equity £'000 £'000 £'000 £'000 £'000 £'000 £'000 Opening shareholders' funds as at 1 January 2012 25,225 698 2,437 57,955 (10,364) (13,416) 62,535 Issue of ordinary shares on exercise of rights attached to subscription shares 3 4 - - - - 7 Exercise of rights attached to subscription shares and conversion into ordinary shares (1) 1 - - - - - Repurchase of ordinary shares (159) - 159 (328) - - (328) Net loss on ordinary activities after taxation for the year - - - - (4,125) (55) (4,180) Closing shareholders' funds as at 31 December 2012 25,068 703 2,596 57,627 (14,489) (13,471) 58,034 Issue of ordinary shares on exercise of rights attached to subscription shares 4,308 5,147 - - - - 9,455 Exercise of rights attached to subscription shares and conversion into ordinary shares (862) 862 - - - - - Repurchase of ordinary shares (25) - 25 (59) - - (59) Net return/ (loss) on ordinary activities after taxation for the year - - - - 22,943 (331) 22,612 Closing shareholders' funds as at 31 December 2013 28,489 6,712 2,621 57,568 8,454 (13,802) 90,042 BALANCE SHEET as at 31 December 2013 Company number 2885584 2013 2012 £'000 £'000 Fixed assets Investments designated at fair value through profit or loss 84,031 55,087 Current assets Derivative assets held at fair value through profit or loss 6,263 1,941 Debtors 309 2,632 Cash at bank 662 674 7,234 5,247 Creditors Derivative liabilities held at fair value through profit or loss (421) (301) Creditors (802) (1,999) (1,223) (2,300) Net current assets 6,011 2,947 Total net assets 90,042 58,034 Capital and reserves Share capital 28,489 25,068 Share premium account 6,712 703 Capital redemption reserve 2,621 2,596 Other reserve 57,568 57,627 Capital reserve 8,454 (14,489) Revenue reserve (13,802) (13,471) Total equity shareholders' funds 90,042 58,034 Net asset value per ordinary share Undiluted 79.02p 59.94p Diluted n/a 59.19p The financial statements were approved and authorised for issue by the Board of Directors on 26 March 2014 and were signed on its behalf by: David Robins Chairman CASH FLOW STATEMENT for the year ended 31 December 2013 2013 2012 £'000 £'000 Operating activities Investment income received 979 917 CFD dividends received 278 294 Investment management fee paid (992) (790) Directors' fees paid (82) (182) Other cash payments (272) (471) Net cash outflow from operating activities (89) (232) Finance costs Interest paid on long CFDs (73) (76) Net cash outflow from finance costs (73) (76) Financial investments Purchase of investments (98,848) (51,491) Disposal of investments 84,792 48,137 Net cash outflow from financial investments (14,056) (3,354) Derivative activities Proceeds of long CFD positions closed 5,463 986 Net cash inflow from derivative instruments 5,463 986 Net cash outflow before financing (8,755) (2,676) Financing Exercise of rights attached to subscription shares 9,456 6 Repurchase of ordinary shares (59) (328) Net cash inflow/(outflow) from financing 9,397 (322) Increase/(decrease) in cash 642 (2,998) STATUS OF RESULTS ANNOUNCEMENT The financial information contained in this announcement does not constitute statutory accounts as defined in the Companies Act 2006. The 2013 Annual Report and Financial Statements will be filed with the Registrar of Companies shortly. The report of the Auditor's for the year ended 31 December 2013 contains no qualification or statement under section 498(2) or (3) of the Companies Act 2006. The comparative figures are extracted from the audited financial statements of Fidelity Japanese Values PLC for the year ended 31 December 2012, which have been filed with the Registrar of Companies. The report of the Auditor on those financial statements contained no qualification or statement under section 498 (2) or (3) of the Companies Act 2006. This announcement was approved by the Board of Directors on 26 March 2014. A copy of the Annual Report will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM. The annual report and financial statements will be posted to shareholders as soon as is practicable and in any event no later than 11 April 2014 and will shortly be available on the Company's website at www.fidelity.co.uk/its. Enquiries: David Fallon - Company Secretary, FIL Investment International - 01737 836883 Keren Holland - Corporate Communications, FIL Investments International - 0207 074 5262 Christopher Pirnie - Head of UK Company Secretariat, FIL Investment International - 01737 837929
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