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Completion of Scheme and Issuance of New Shares

27th Nov 2025 10:16

RNS Number : 2773J
AVI Japan Opportunity Trust PLC
27 November 2025
 

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.

27 November 2025

AVI Japan Opportunity Trust plc

("AJOT" or the "Company")

Completion of Scheme and Issuance of New Shares

Results of Scheme

In connection with the rollover of assets into the Company from Fidelity Japan Trust plc ("FJV"), which was approved by FJV Shareholders earlier today, the Board of AJOT is pleased to announce that the Company will acquire approximately £184 million of net assets from FJV in consideration for the issue of 110,674,880 New Shares to FJV Shareholders, in accordance with the Scheme.

The number of New Shares to be issued was calculated based on an AJOT FAV per Share of 166.382531 pence and an FJV Rollover FAV per Share of 238.056840 pence, producing a conversion ratio of 1.430780 New AJOT Shares for every FJV Share held by an FJV Shareholder rolling into AJOT, each calculated in accordance with the Scheme. As set out in the shareholder circular published by the Company on 14 October 2025 (the "Circular"), fractions of New Shares arising as a result of the conversion ratio will not be issued under the Scheme and entitlements to such New Shares will be rounded down to the nearest whole number.

Also, for information, the FJV Adjusted Cash NAV per Share is 234.925588 pence.

Admission and Total Voting Rights

Applications have been made for the 110,674,880 New Shares to be admitted to the closed-ended investment funds category of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange (together, "Admission"). Admission is expected to become effective, and dealings in the New Shares are expected to commence, at 8.00 a.m. on 28 November 2025.

Following Admission, the Company's share capital will consist of 247,873,823 Shares. 1,360,716 Shares are held in treasury. Therefore, the total number of Shares with voting rights in the Company will be 246,513,107.

Reduced Management Fee

As stated in the Circular, with effect from today (the "Effective Date"), the Company and the Investment Manager have agreed a new competitive management fee structure pursuant to which the Investment Manager shall be entitled to receive a reduced annual management fee, calculated as follows:

(i) 1.0 per cent. on the first £300 million on the lesser of NAV or the Company's market capitalisation;

 

(ii) 0.95 per cent. (reduced from 1.0 per cent.) on the lesser of NAV or the Company's market capitalisation over £300 million up to £350 million; and

 

(iii) 0.90 per cent. (reduced from 1.0 per cent.) on the lesser of NAV or the Company's market capitalisation over £350 million,

For the avoidance of doubt, 25 per cent. of the management fee will continue to be reinvested by the Investment Manager into Shares of the Company.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.

 

 

AVI Japan Opportunity Trust plc

Norman Crighton

[email protected]

MUFG Corporate Governance Limited (Company Secretary)

Nezia Morgan

0204 617 1038

LEI: 894500IJ5QQD7FPT3J73

Singer Capital Markets Limited (Sole Sponsor and Joint Financial Adviser to AJOT)

James Maxwell

James Waterlow

Asha Chotai

Anthony Debson

0207 496 3000

Marex Group (Joint Financial Adviser to AJOT)

Mark Thompson

Priyan Rayatt

0203 017 2697

KL Communications (Financial PR Adviser to AJOT)

Charles Gorman

Henry Taylor

020 3882 6644

This announcement is not for publication or distribution in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1993, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Singer Capital Markets ("Singer") which is authorised in the United Kingdom by Financial Conduct Authority is acting as Sole Sponsor and Joint Financial Adviser alongside Marex Group ("Marex") for AJOT and for no-one else in connection with the Transaction, will not regard any other person as it client in relation to the Transaction and will not be responsible to anyone other than AJOT for providing the protections afforded to its clients or for providing advice in relation to the Transaction, or any of the other matters referred to in this announcement. This does not exclude any responsibilities or liabilities of Singer or Marex under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.

 

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