Result of General Meeting and Tender Offer
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AVI Japan Opportunity Trust PLC
(the "Company")
Result of General Meeting and Tender Offer
Result of General Meeting
AVI Japan Opportunity Trust plc announces that, at its General Meeting held earlier today, convened with the purpose of approving the Tender Offer, the resolution put to Shareholders authorising the Company to make market purchases of Shares was duly passed.
Details of the number of votes cast for, against and withheld in respect of the resolution are set out below and will also be published on the Company's website:
|
Resolution |
Votes For including Discretionary |
%1 |
Votes Against |
%2 |
Total votes cast |
Issued Share Capital ("ISC") voted (%) |
Votes withheld |
|
1 - Authority to make market purchases of ordinary shares |
96,706,552
|
99.74
|
251,833
|
0.26 |
96,958,385
|
39.83 |
108,936
|
For the purposes of section 341 of the Companies Act 2006, the ISC voted is expressed in the table above as a percentage of the Company's total voting rights as at the close of business on 9 January 2026, being the time at which a Shareholder had to be registered in the register of members in order to vote at the General Meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" the resolution.
The full text of the resolution can be found in the notice of General Meeting contained in the Company's circular to Shareholders dated 9 December 2025 (the "Circular").
Capitalised terms shall have the meaning attributed to them in the Circular unless otherwise defined in this announcement.
Result of Tender Offer
On 9 December 2025, the Company announced that it would offer Shareholders the opportunity to tender some or all of their Shares for sale. The Company has received applications from Eligible Shareholders to tender in aggregate 26,899,713 Shares, equivalent to 10.91 per cent. of the Company's issued share capital at the Record Date (excluding Shares held in treasury). The Company intends to complete the Tender Offer by purchasing 26,899,713 Shares at a 2 per cent. discount to the NAV per Share at the Calculation Date less any transaction costs directly associated with realising assets to satisfy elections under the Tender Offer. The Tender Price is expected to be announced on 14 January 2026.
Norman Crighton, Chairman, commented:
"Following a sustained period of excellent performance for the Company and its successful combination with FJV, the Board recognises some Shareholders' requirements to rebalance their portfolio holdings in the enlarged Company. We are delighted with the outcome of the uncapped tender offer and would like to thank all our shareholders for their support, and look forward to future long-term success."
Total Voting Rights
Following the completion of the Tender Offer, the Company will have 247,873,823 Shares in issue, with 31,350,429 Shares held in treasury. Therefore, the total number of voting rights in the Company will be 216,523,394 and this figure may be used by Shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
13 January 2026
LEI: 894500IJ5QQD7FPT3J73
1 Votes "For" any resolution are expressed as a percentage (rounded to two decimal places) of votes validly cast for that resolution.
2 Votes "Against" any resolution are expressed as a percentage (rounded to two decimal places) of votes validly cast against that resolution.
Notice for US Shareholders
The Tender Offer relates to securities of a non-US company registered in England and Wales and with a listing on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. A circular has been prepared in accordance with UK style and practice for the purpose of complying with the laws of England and Wales and the rules of the FCA and of the London Stock Exchange. The Tender Offer is not subject to the disclosure or other procedural requirements of Regulation 14D under the US Securities Exchange Act of 1934, as amended. The Tender Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemptions provided by Rule 14d-1 thereunder, and otherwise in accordance with the requirements of the rules of the FCA and the London Stock Exchange. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures and law. The Company is not listed on an American securities exchange, is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.
It may be difficult for US shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws, because the Company is located outside the United States, and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also might not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company or Singer Capital Markets or any of their affiliates may make certain purchases of, or arrangements to purchase, shares of the Company outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of shares effected by Singer Capital Markets acting as market maker in the shares
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