Tender Offer and Notice of General Meeting
Summary by AI BETAClose X
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION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
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 a tender offer (the “Tender Offer”), including how Shareholders can tender Shares for sale, if they wish to do so. The Tender Offer will only be available to Eligible Shareholders on the Register as at the Record Date, being 6.00 p.m. on 20 October 2026.
Capitalised terms shall have the meaning attributed to them in the Circular unless otherwise defined in this announcement.
Background
Since 2024, the Company has offered Shareholders the opportunity to exit their investment in the Company at close to NAV on an annual basis. In both 2024 and 2025, the exit opportunity offered by the Company was for up to 100 per cent. of the Company’s issued share capital, undertaken through a tender offer at a discount to the prevailing NAV per Share. The Board this year is again proposing an uncapped tender offer at a small discount to the NAV per Share to enable Shareholders on the Register at close of business on 20 October 2026 (the "Record Date") to exit their investment in the Company at close to NAV if they wish.
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 (such NAV adjusted to reflect the pro rata share of the fixed costs and expenses of the Tender Offer to be borne by Tendering Shareholders) net of the stamp duty or stamp duty reserve tax payable in respect of the subsequent repurchase of the Tendered Shares by the Company from Singer Capital Markets and/or Canaccord Genuity and 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 5 May 2026, the Company was authorised to issue or sell from treasury up to 44,214,600 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 NAV of the Company being below £100 million following completion of the Tender Offer, based on the NAV 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.
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 Asset Value Investors Limited, 2 Cavendish Square, London, W1G 0PU at 10.30 a.m. on 10 November 2026.
Expected timetable
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Tender Offer opens |
19 October 2026 |
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Record Date for participation in the Tender Offer |
6.00 p.m. on 20 October 2026 |
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Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for the General Meeting |
10.30 a.m. on 6 November 2026 |
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General Meeting |
10.30 a.m. on 10 November 2026 |
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Result of General Meeting announced |
10 November 2026 |
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Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions |
1.00 p.m. on 16 November 2026 |
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Calculation Date |
close of business on 17 November 2026 |
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Result of Tender Offer and Tender Price announced |
18 November 2026 |
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CREST accounts credited with the Tender Offer cash consideration |
26 November 2026 |
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Cheques despatched in respect of the Tender Offer cash consideration |
by 3 December 2026 |
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Despatch of balance share certificates |
by 3 December 2026 |
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All references to times in this announcement 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 and Canaccord Genuity, 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.
19 October 2026
LEI: 894500IJ5QQD7FPT3J73
ISIN: GB00BD6H5D36
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company registered in England and Wales 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 & Wales, the UK Listing Rules and the rules of the London Stock Exchange. The Tender Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934 as amended (the “Exchange Act”), subject to the exemptions provided by Rule 14d-1(d) thereunder and otherwise in accordance with the requirements of the UK Listing Rules. 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. US Shareholders should note that the Company is not listed on a US securities exchange, subject to the periodic reporting requirements of the Exchange Act or required to, and does not, file any reports with the SEC thereunder. Tenders from the United States will be accepted only from Qualifying US Shareholders who have returned a signed US shareholder representation letter.
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 since 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 may 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, Singer Capital Markets, Canaccord Genuity or any of their affiliates may make certain purchases of, or arrangements to purchase, Shares 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 or Canaccord Genuity acting as market maker in the Shares.
[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.
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