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INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN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, THE
UNITED STATES 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 (AS DEFINED HEREIN) 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
Further to its announcement on 14
October 2024, the Company has today published a circular to
Shareholders (the "Circular") which contains further details of
the Tender Offer, together with details of 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
On 14 October 2024, the Board
announced its intention to offer Shareholders the opportunity to
tender some or all of their Shares for sale.
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, and the Board and the Investment Manager
firmly believe that the opportunities are now even more attractive
than they were when the Company was launched in 2018, 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. In light of the Board's keen focus on corporate
governance, the Board will in the future offer the Exit Opportunity
on an annual basis (rather than biennially).
The
Tender Offer
The Tender Offer provides Eligible
Shareholders with the opportunity to tender for sale some, none or
all of their Shares. The Record Date for participation in the
Tender Offer is 6.00 p.m. on 9 December 2024.
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
net asset value 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 1
May 2024, the Company was authorised to sell up to 28,167,200
Shares held by the Company in treasury 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 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 use 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. 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 £50 million following completion of the Tender Offer,
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 Singer Capital Markets,
1 Bartholomew Lane, London EC2N 2AX at 11.00 a.m. on 10 December
2024.
Expected timetable
|
|
2024
|
|
Latest time and date for receipt of
Forms of Proxy or electronic proxy appointments for the General
Meeting
|
11.00 a.m.
on 6 December
|
|
Closing Date: latest time and date
for receipt of Tender Forms and TTE Instructions
|
1.00 p.m.
on 9 December
|
|
Record Date for participation in the
Tender Offer
|
6.00 p.m.
on 9 December
|
|
Calculation Date
|
close of
business on 9 December
|
|
General Meeting
|
11.00 a.m.
on 10 December
|
|
Results of General Meeting, Tender
Offer and Tender Price announced
|
10
December
|
|
CREST accounts credited with the
Tender Offer cash consideration
|
18
December
|
|
Cheques despatched in respect of the
Tender Offer cash consideration
|
by 23
December
|
|
Despatch of balance share
certificates
|
by 23
December
|
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.
All references to times in this
announcement are to London time unless otherwise
stated.
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.
15 November 2024
LEI: 894500IJ5QQD7FPT3J73
