Tender Offer and Notice of General Meeting

AVI Japan Opportunity Trust PLC

09 December 2025

 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

AVI Japan Opportunity Trust PLC

(the "Company")

Tender Offer and Notice of General Meeting

Following the Company's successful combination with Fidelity Japan Trust PLC, and in keeping with the Board's intention to offer Shareholders an exit opportunity on an annual basis for up to 100 per cent. of the Company's issued share capital, the Company has today published a circular to Shareholders (the "Circular") which contains details of the Tender Offer, including how Shareholders can tender Shares for sale, if they wish to do so.

Capitalised terms shall have the meaning attributed to them in the Circular unless otherwise defined in this announcement.

Background

At the launch of the Company in October 2018, the Company's prospectus published at that time stated that the Directors may, at their discretion, offer a full or a partial exit opportunity to Shareholders in October 2022 and every two years thereafter. The rationale behind including the exit opportunity was to ensure that if the original investment thesis did not generate the expected returns, or if circumstances had changed to make Japan unattractive, then Shareholders would be offered the opportunity to exit at close to NAV if they wish. Although neither of the scenarios above has materialised, the Directors consider that nonetheless Shareholders should be offered the opportunity to exit their investment in the Company at close to NAV on a regular basis and in 2024 determined to offer an exit opportunity on an annual basis (rather than biennially).

On 12 August 2025, the Company announced that it had entered into heads of terms with Fidelity Japan Trust PLC ("FJV") in respect of a proposed combination of the Company with FJV. The combination completed on 28 November 2025 with the Company acquiring approximately £184 million of assets from FJV, representing 44.9 per cent. of the net asset value of the enlarged Company, in consideration for the issue of 110,674,880 new Shares in the Company, representing 44.9 per cent. of the Shares in the enlarged Company.

The Board is proposing to offer an uncapped tender offer to Shareholders on the Register at 6.00 p.m. on 10 December 2025 (the "Record Date"). This will enable all Eligible Shareholders on the Register on the Record Date, including those Shareholders who received new Shares upon the Company's combination with FJV, to participate in the Tender Offer if they wish to do so.

The Tender Offer

The Tender Offer, which is subject to Shareholder approval, is being made at a tender price equal to a two per cent. discount to the prevailing NAV per Share at the Calculation Date less any transaction costs directly associated with realising assets to satisfy elections under the Tender Offer (as set out in Part 3 of the Circular).¹

Any Tendered Shares will be repurchased by the Company and may be held in treasury and/or cancelled.  At the annual general meeting of the Company held on 20 May 2025, the Company was authorised to issue or sell from treasury up to 27,224,600 Shares for cash, on a non-pre-emptive basis, and therefore the Company may elect to retain Tendered Shares in treasury for future reissuance.  Any Shares sold under this authority in the future will only be issued at a minimum price equal to the relevant prevailing NAV per Share plus a premium to cover any expenses of the relevant issue and therefore should not be dilutive to the NAV per existing Share.  The potential reissuance of treasury shares should assist the Board in the objective of providing liquidity in the Shares and provide the Board with additional flexibility to manage the Company's capital base.

Shareholders are not obliged to tender any Shares and if they do not wish to participate in the Tender Offer, they should not complete or return their Tender Form or submit a TTE Instruction in CREST.

None of the Directors nor the Investment Manager will tender any of their own Shares under the Tender Offer.

If the aggregate number of Shares validly tendered would result in the Net Asset Value of the Company being below £100 million following completion of the Tender Offer, based on the Net Asset Value as at the Calculation Date, which is the level determined by the Board in consultation with the Investment Manager, at which the continuance of the Company would not be in the best interests of the continuing Shareholders, it reserves the right to terminate the Tender Offer.  In these circumstances, the Directors will instead put forward alternative proposals to Shareholders for the future of the Company.

¹ Shareholders should note that the Directors have reserved the right to instead direct that the Company's assets and liabilities, following valuation on the Calculation Date, be allocated between a Continuing Pool and a Tender Pool (on the basis set out in paragraph 2.5 of Part 3 of the Circular) with the Tender Price being determined only once the assets contained in the Tender Pool have been fully realised and all the liabilities to be borne by the Tender Pool have been accounted for. The Directors are more likely to exercise this discretion if the aggregate number of Shares validly tendered is sufficiently high that the Company is likely to take a longer time to realise assets to fund the Tender Offer.

General Meeting

The implementation of the Tender Offer is conditional on the approval of Shareholders at a general meeting. The Circular includes notice convening a general meeting of the Company to be held at the offices of the AIC, 9th Floor, 24 Chiswell Street, London EC1Y 4YY at 11.00 a.m. on 13 January 2026.

Expected timetable

Record Date for participation in the Tender Offer	6.00 p.m. on 10 December 2025
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for the General Meeting	11.00 a.m. on 9 January 2026
Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions	1.00 p.m. on 12 January 2026
General Meeting	11.00 a.m. on 13 January 2026
Results of General Meeting and Tender Offer	13 January 2026
Calculation Date	close of business on 13 January 2026
Tender Price announced	14 January 2026
CREST accounts credited with the Tender Offer cash consideration	21 January 2026
Cheques despatched in respect of the Tender Offer cash consideration	by 28 January 2026
Despatch of balance share certificates	by 28 January 2026

All references to times in this document are to London time unless otherwise stated.

The times and dates set out in the expected timetable may be adjusted by the Company in consultation with Singer Capital Markets, in which event details of the new times and/or dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.  In particular, certain times and/or dates will be subject to adjustment if the Directors exercise their discretion to direct that the Company's assets and liabilities, following valuation on the Calculation Date, be allocated between a Continuing Pool and a Tender Pool with the Tender Price being determined only once the assets contained in the Tender Pool have been fully realised and all the liabilities to be borne by the Tender Pool have been accounted for.

The Circular can be viewed on the Company's website at https://www.assetvalueinvestors.com/ajot/ 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.

09 December 2025

LEI: 894500IJ5QQD7FPT3J73

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.

 

END