Statement re Proposed Bonus Issue

Fidelity Japanese Values PLC Proposed Bonus Issue of up to 19,115,490 Subscription Shares, Adoption of New Articles of Association and Change to Investment Policy Introduction The Company announced on 20 August 2009 that the Board was considering proposals for a bonus issue of Subscription Shares to existing Shareholders. A prospectus has been sent out today to the Company's shareholders setting out details of the Bonus Issue, and describing certain changes that the Board is proposing be made to the Company's Investment Policy and, following the final implementation of the Companies Act 2006, to the Articles. Implementation of the Bonus Issue requires amendments to the Articles to provide for the rights of the Subscription Shares and to obtain authority to allot the Subscription Shares. The Bonus Issue is conditional on the passing of a Special Resolution to be proposed at the General Meeting of the Company to be held on 10 November 2009, as well as on the admission of the Subscription Shares to the Official List and to trading on the London Stock Exchange. The Board is also proposing an amendment to the Company's Investment Policy to allow the Company to obtain a geared exposure to Japanese equities through the use of contracts for difference ("CFDs"). The proposal is being driven by the need for the Company to repay its loan from The Royal Bank of Scotland plc which matures in November 2009. To be implemented, the proposal requires Shareholder consent and accordingly a suitable Ordinary Resolution is also to be proposed at the General Meeting. PART A: The Bonus Issue The Company is proposing to issue Subscription Shares to Qualifying Shareholders on the basis of one Subscription Share for every five Existing Ordinary Shares held on the Record Date, subject to the passing of the Special Resolution set out in the Notice of General Meeting. The Subscription Shares will be issued by way of a bonus issue to Qualifying Shareholders and will be listed and tradable on the main market for listed securities of the London Stock Exchange. The ISIN of the Subscription Shares is GB00B4PF8J20 and the ticker is FJVS. Each Subscription Share will confer the right (but not the obligation) to subscribe for one Ordinary Share upon exercise of the Subscription Share Rights and on payment of the Subscription Price, as set out below. The Subscription Share Rights may be exercised on the last business day of each month commencing in February 2010 and finishing on the last business day in February 2013 after which the Subscription Share Rights will lapse. The Ordinary Shares arising on exercise will be allotted within ten Business Days of the relevant exercise date. To be exercised, a notice of exercise must be received by the Registrars no later than ten business days prior to the relevant exercise date. Qualifying Shareholders' entitlements will be assessed against the register of members on the Record Date, which is expected to be 5.00 p.m. on 10 November 2009. Subscription Shares will rank equally with each other and will not carry the right to receive any dividends from the Company or the right to attend and vote at general meetings of the Company. The Subscription Price will be equal to the published NAV per Ordinary Share as at 5.00 p.m. on 10 November 2009, plus a 1% premium to such NAV per Ordinary Share, rounded up to the nearest whole penny. The NAV for the purpose of calculating the Subscription Price will be the unaudited value of the Company's assets calculated in accordance with the Company's accounting policies (including revenue items for the current financial year) less all prior charges and other creditors at their fair value (including the costs of the Bonus Issue). The New Articles provide that the Subscription Price is subject to adjustment upon the occurrence of certain corporate events by or affecting the Company before the last business day in February 2013. The relevant corporate events include consolidations or sub-divisions of share capital, pre-emptive offers of securities to Ordinary Shareholders, takeover offers and the liquidation of the Company. Such adjustments serve to protect either the intrinsic value or the time value of the Subscription Shares or both. The percentage premium applying upon exercise and the resulting Subscription Prices reflect the Board's confidence in the Company's medium to long term prospects and its hope that holders of Subscription Shares will be able to exercise their Subscription Share Rights and acquire Ordinary Shares on favourable terms in the future. It is expected that an announcement setting out the Subscription Price will be made on 11 November 2009. Fractions of Subscription Shares will not be allotted or issued and entitlements will be rounded down to the nearest whole number of Subscription Shares. Advantages of the Bonus Issue The Directors believe that the Bonus Issue of Subscription Shares will have the following advantages: (a) Subscription Shares should represent an attractive way for investors to participate in any future NAV growth of the Company through conversion into Ordinary Shares at a predetermined price; (b) Qualifying Shareholders will receive securities with a monetary value which may be traded in a similar fashion to their Existing Ordinary Shares or converted into Ordinary Shares; (c) on any exercise of the Subscription Share Rights, the capital base of the Company will increase, allowing operating costs to be spread across a larger number of Ordinary Shares, and this may cause the total expense ratio to fall; (d) following the exercise of any Subscription Share Rights, the Company will have an increased number of Ordinary Shares in issue, which may improve the liquidity in the market for its Ordinary Shares; and (e) Qualifying Shareholders will receive securities which are qualifying investments for the purposes of the stocks and shares ISA and permitted investments for the purposes of a SIPP. Implementation of Bonus Issue Implementation of the Bonus Issue requires Shareholders to approve the Special Resolution to be proposed at the General Meeting. If passed, the Special Resolution will: (a) approve the adoption of New Articles containing the rights attaching to the Subscription Shares and incorporating certain changes to reflect the final implementation of the 2006 Act; (b) authorise the Directors to allot the Subscription Shares pursuant to the Bonus Issue; (c) authorise the capitalisation of sums standing to the credit of the Company's share premium account, capital redemption reserve, special reserve and any other applicable reserve (excluding the revenue reserve) in paying up the Subscription Shares to be issued pursuant to the Bonus Issue; (d) authorise the consolidation, sub-division or redemption of any share capital in connection with the exercise of the Subscription Share Rights so as to enable conversion of the Subscription Shares into Ordinary Shares in accordance with the Subscription Share Rights; and (e) authorise the repurchase by the Company of Subscription Shares representing up to 14.99% of the Company's issued Subscription Share capital following Admission (subject to certain conditions), as more fully described below. Continuation Vote Under the Articles, the Company is required to propose a continuation vote as an ordinary resolution at every third AGM. If a continuation vote is not passed the Directors are required to convene a general meeting within three months, at which proposals for the winding up or other reconstruction of the Company would be considered. The last continuation vote took place in May 2007 and the next is due at the AGM to be held in 2010, when all or some of the Subscription Shares may still be outstanding. Subscription Shares do not carry the right to attend and vote at any general meeting of the Company, including any meeting convened to consider a continuation vote. If the continuation vote is not passed and the Company is wound up or restructured, the entitlements of Subscription Shareholders would be calculated in accordance with the rights attaching to the Subscription Shares. Broadly, this means that Subscription Shareholders as a whole would receive a proportionate amount of each and every payment made under a winding up or reconstruction, where such proportion is not less than the market capitalisation of the Subscription Shares divided by the total assets available to ordinary shareholders calculated at the outset of a winding up or reconstruction. This amount would be divided between the holders of the outstanding Subscription Shares pro rata to their holdings at the outset of the winding up or reconstruction. Although any formal recommendation as to the continuation vote will only be taken at the time of the approval of the annual results for 2009, the Bonus Issue proposal underlines the Board's confidence in the long term prospects of the Company. Admission and Dealings Applications will be made to the UK Listing Authority for the Subscription Shares to be admitted to the Official List and to the London Stock Exchange for such shares to be admitted to trading on its market for listed securities. It is expected that Admission will occur, and that dealings will commence, on 12 November 2009. On Admission, the Subscription Shares will confer rights to subscribe for new Ordinary Shares representing, in aggregate, up to 20% of the then issued ordinary share capital of the Company. The Ordinary Shares resulting from the exercise of the Subscription Share Rights will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares). PART B: Proposed Change to the Investment Policy The Board is proposing that the Investment Policy be amended to allow the Company to use CFDs to maintain exposure to Japanese equities on a geared basis. Derivatives (including CFDs) may currently only be used for efficient portfolio management to protect the portfolio against market risk. In previous years, the Company was able to utilise traditional forms of bank debt to finance replacement funding but, in the current lending market conditions, bank debt, if available, is more difficult, restrictive and expensive to obtain. The Board believes that it is in the best interests of Shareholders for the Company to continue to have the ability to employ gearing and believes that the proposed ability to use CFDs will provide an appropriate method of alternative finance. The costs of using CFDs are currently lower than those that would be involved in traditional borrowing and, depending on the level of gearing required, CFDs can provide greater flexibility. The Board will continue to monitor and review the Company's gearing level on an ongoing basis. How CFDs will Operate The Company will enter into CFDs with a counterparty that will provide the Company with an exposure to Japanese equities selected by the Manager. The counterparty will purchase the relevant stocks (or exposure to them) in the market onto its own balance sheet and hold the stocks (or exposure) to cover its exposure to the Company for the period that the Company holds the relevant CFDs. The counterparty is obliged to pay the Company to the extent the market price of the securities rises, as well as to pay a sum equal to any dividend income. The Company is obliged to pay the counterparty to the extent the market price falls. The Company does not actually purchase the underlying securities, but is exposed to any movement in the price. The counterparty also charges the Company a daily funding charge, based on the initial market price of the securities that are the subject of the CFD. The effect is to give the Company an exposure to the securities on a geared basis, in effect as if the counterparty had lent the Company the money necessary for the Company to acquire the securities and the Company had acquired them. The net balance payable between the counterparty (on all CFDs) and the Company is calculated on a daily basis and represents the unrealised profit or loss on the outstanding CFDs. The balance of either party to the other is then covered by a payment of collateral, again on a daily basis, but collateral will only be supplemented if the balance exceeds the collateral by US$1 million or more. The Counterparty It is intended that UBS AG, the parent company of a global financial services group will act as the counterparty for the Company. New Investment Policy The Board is proposing to amend the Investment Policy to permit the use of CFDs to obtain exposure to Japanese equities selected by the Manager in order to provide gearing for the Company: The Company's policy is to be geared, whether through the use of borrowing or CFDs, in the belief that long term investment returns will exceed the cost of gearing. 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 under CFDs, will not exceed 130% of total net assets at the time at which any CFD is entered into or any security acquired. The Board also intends that the exposure will not exceed 140% at any other time unless exceptional circumstances exist. It should be stressed that 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 on the basis that the Company has acquired the securities to which any CFD is providing exposure. The investment of any borrowed money in Japanese equities will be subject to the exposure limits set out above and the total amount borrowed will not exceed 30% of shareholders' funds at the time of borrowing. 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. Additional Risk of Using CFDs The additional risk to the Company of using CFDs rather than traditional forms of finance is that the Company does not own the Japanese equities to which the CFDs give exposure and is at risk if the counterparty defaults, for example for insolvency reasons. The balance on all outstanding CFDs is calculated on a daily basis with collateral then adjusted so that collateral equal to the outstanding balance has been posted, although no collateral adjustment is made where the 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. Costs Involved in Using CFDs A funding charge approximately equal to one week LIBOR for Yen deposits plus 0.35% will accrue daily on the initial cost of the Japanese equities to which the CFD gives exposure adjusted to reflect changes in the value of the equities and the daily payments by and to the counterparty. If cash is deposited with UBS as collateral to act as security for the unrealised losses on CFDs, the Company will receive interest at a rate of LIBOR for Yen deposits minus 0.2%. Under current market conditions the costs involved in using CFDs as outlined would be less than the costs that would be incurred in traditional methods of borrowing. To be implemented, the proposed changes to the Investment Policy require the approval of Shareholders and a suitable Ordinary Resolution is to be proposed to the General Meeting. PART C: New Articles If the Special Resolution is approved, the New Articles will be adopted. The New Articles will set out the rights attaching to the Subscription Shares and incorporate certain changes to reflect recent legal developments, in particular certain provisions of the 2006 Act which came into force in 2008 and 2009. The New Articles will not otherwise vary from the existing Articles. The New Articles will be on display at the registered office of the Company from today until the end of the General Meeting and at the General Meeting itself for the duration of the meeting and for at least 15 minutes prior to the meeting. General Meeting A General Meeting of the Company has been convened for 2.00 p.m. on 10 November 2009 at 25 Cannon Street, London EC4M 5TA at which the Special Resolution and the Ordinary Resolution will be proposed. Voting Intention of the Manager The Manager has declared its intention that FIL Limited, the ultimate parent company of the Manager, will vote its holding of 6,854,100 Ordinary Shares (representing approximately 7.17% of the issued ordinary share capital of the Company) in favour of the Resolutions. For those Shares held through the Savings Schemes (as at 13 October 2009 15,897,688 Ordinary Shares representing approximately 16.63% of the issued ordinary share capital of the Company), Fidelity will arrange to vote those Shares in favour of the Resolutions where voting directions are not received. Publication of the Prospectus Two copies of the Prospectus dated 15 October 2009 and the proxy form have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Defined terms used in this announcement shall have the same meaning as ascribed to them in the Company's Prospectus dated 15 October 2009. For further information please contact: Rebecca Burtonwood 01737 836869 FIL Investments International, Company Secretary Andrew Zychowski/David Yovichic 020 7523 8000 Collins Stewart Europe Limited Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor to Fidelity Japanese Values PLC and is acting for no-one else in connection with the Bonus Issue and the contents of this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Collins Stewart Europe Limited nor for providing advice in connection with the Bonus Issue and the contents of this announcement or any other matter referred to herein. Collins Stewart Europe Limited is not responsible for the contents of this announcement. This does not exclude or limit any responsibilities which Collins Stewart Europe Limited may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.
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