TIDMAJOT
RNS Number : 9300L
AVI Japan Opportunity Trust PLC
18 January 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX HERETO (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR
TO THE UNITED STATES , AUSTRALIA , CANADA , THE REPUBLIC OF SOUTH
AFRICA , JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE
UNITED KINGDOM ) OR ANY OTHER JURISDICTION IN WHICH THE
PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY
OFFER TO SELL OR ISSUE, OR A SOLICITATION OF ANY OFFER TO PURCHASE
OR OTHERWISE ACQUIRE, ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER OR INVITATION TO SELL OR ISSUE, OR
ANY SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE, SUCH SECURITIES BY ANY PERSON IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
18 January 2021
AVI Japan Opportunity Trust plc ("AJOT" or the "Company")
Proposed Placing
The Board of AJOT announces that the Investment Manager, Asset Value Investors Limited, continues
to find attractive opportunities for the Company to deliver returns for Shareholders through
the active management of a focussed portfolio of equity investments listed or quoted in Japan,
which have been identified by the Investment Manager as undervalued and having a significant
proportion of their market capitalisation held in cash, listed securities and/or realisable
assets.
As such, the Company is seeking to raise up to GBP35 million in new Ordinary Shares under
its existing Placing Programme, pursuant to the prospectus published on 3 March 2020, to fund
investments in line with its investment policy (the "Placing").
The issue price will be at a premium of 2 per cent. of the unaudited NAV per Ordinary Share
at close of business on the day that the Placing closes, which is expected to be Friday 12
February 2021, and such premium is expected to be sufficient to cover the anticipated costs
and expenses associated with the Placing (the "Placing Price"). As such, the issue of the
new Ordinary Shares under the Placing will not be dilutive to the prevailing NAV per Ordinary
Share immediately prior to the Placing.
Joe Bauernfreund, CEO and CIO of Asset Value Investors, commented:
"We want to take advantage of valuations which in many cases remain depressed despite encouraging
signs of recovering earnings and heightened levels of corporate activity. In addition to investing
in a number of new opportunities, the proceeds will be used to increase the size of the shareholdings
in several companies where the manager is planning on submitting shareholder proposals at
the AGM later this year. The increased stakes will improve the likelihood of a successful
outcome."
The proposed Placing will take place through the Company's broker, Nplus1 Singer Advisory
LLP ("N+1 Singer"), acting as Placing Agent.
The Placing will be conducted under the authorities for the Placing Programme granted by Shareholders
at the Company's General Meeting on 26 March 2020.
The number of new Ordinary Shares to be issued under the Placing will be determined by the
Company and N+1 Singer and will be announced on the date of Admission of the new Ordinary
Shares. The Directors will determine, in their sole discretion, the basis of allocation of
new Ordinary Shares under the Placing.
The proposed Placing shall commence immediately following this announcement and is expected
to close at 12.00 p.m. (London time) on Friday 12 February 2021, but may be closed earlier
or later at the discretion of the Company and N+1 Singer. The final number of new Ordinary
Shares will be agreed between the Company and N+1 Singer following close of the Placing and
announced shortly thereafter.
The Placing is being made pursuant to the terms and conditions set out in Part 6 of the Company's
prospectus dated 3 March 2020 (the "Prospectus") and the Share Issuance Agreement dated 3
March 2020 (the "Share Issuance Agreement"). Investors are invited to apply for new Ordinary
Shares pursuant to the Placing by contacting their usual contact at N+1 Singer.
N+1 Singer may choose to accept applications, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale back any applications for
this purpose on such basis as the Company and the N+1 Singer may determine. N+1 Singer may
also, notwithstanding the above and subject to the prior consent of the Company: (i) allocate
new Ordinary Shares after the time of any initial allocation to any person submitting an application
after that time, and (ii) allocate new Ordinary Shares after the Placing has closed to any
person submitting an application after that time. The Company's Board, in consultation with
the N+1 Singer, may also decide not to proceed with the Placing for any reason. In this case,
an announcement will be made by the Company.
Applications will be made to the UK Listing Authority and the London Stock Exchange for the
new Ordinary Shares to be admitted to the premium listing segment of the Official List and
to trading on London Stock Exchange's main market (the "Admission"). It is expected that Admission
will become effective on 17 February 2021 and that dealings in the new Ordinary Shares will
commence at that time.
Expected Timetable
Each of the times and dates set out below and mentioned elsewhere in this document may be
adjusted by the Company, in which event details of the new times and dates will be announced
via a Regulatory Information Service. References to a time of day are to London time.
Placing opens 18 January 2021
Latest time and date for commitments 12.00 p.m. on 12 February
under the Placing 2021
Announcement of results of the Placing 15 February 2021
Trade date 15 February 2021
Admission 8.00 a.m. on 17 February
2021
Crediting of CREST stock accounts in 17 February 2021
respect of the new Ordinary Shares
Any capitalised terms used but not otherwise defined in this announcement have the meaning
set out in the Prospectus dated 3 March 2020.
For further information, please contact: Asset Value Investors Tel: 020 7659 4800
Joe Bauernfreund
N+1 Singer Tel: 020 7496 3000
James Maxwell / Justin McKeegan / James
Fischer (Corporate Finance)
Alan Geeves / James Waterlow / Sam
Greatrex (Sales)
Quill PR Tel: 020 7466 5058 / 020
Fiona Harris / Sarah Gibbons-Cook 7466 5060
Appendix
DETAILS OF THE PLACING
N+1 Singer has entered into the Share Issuance Agreement with the Company and the Investment
Manager under which N+1 Singer has, on the terms and subject to the conditions set out therein,
undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers
for the Ordinary Shares at the Placing Price. The Share Issuance Agreement contains customary
warranties given by the Company and the Investment Manager to N+1 Singer as to matters relating
to the Company and its business.
The Company (after consultation with N+1 Singer and the Investment Manager) reserves the right
to scale back the number of Ordinary Shares to be subscribed by any Placee in the event of
applications in excess of the target amount under the Placing. The Company and N+1 Singer
also reserve the right not to accept offers to subscribe for Ordinary Shares or to accept
such offer in part rather than in whole.
Each Placee's obligations will be owed to the Company and to N+1 Singer. Following the confirmation
referred to below in the paragraph entitled "Participation in, and principal terms of, the
Placing", each Placee will also have an immediate, separate, irrevocable and binding obligation,
owed to N+1 Singer, to pay to N+1 Singer (or as N+1 Singer may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of Ordinary Shares which such
Placees has agreed to acquire.
Each Placee agrees to indemnify on demand and hold each of N+1 Singer, the Company and the
Investment Manager and their respective affiliates harmless from any all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in connection with any
breach of the acknowledgments, undertakings, representations, warranties and agreements set
forth in these terms and conditions and any Contract Note or Placing Confirmation.
The Placing is also conditional upon the Company having complied in all material respects
with its obligations under the Share Issuance Agreement and the obligations of N+1 Singer
not having been terminated pursuant to the terms of the Share Issuance Agreement.
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the FCA and the London Stock Exchange for Admission. It is expected
that settlement of any such Ordinary Shares and Admission will become effective on or around
8.00 a.m. on 17 February 2021 and that dealings in the Ordinary Shares will commence at that
time.
PAYMENT FOR SHARES
Each Placee must pay the Placing Price for the Ordinary Shares issued to the Placee in the
manner and by the time directed by N+1 Singer. If any Placee fails to pay as so directed and/or
by the time directed, the relevant Placee's application for Ordinary Shares shall at N+1 Singer's
discretion either be rejected or accepted in which case the paragraph below entitled "Registration
and Settlement" shall apply to such application.
NO PROSPECTUS
The Ordinary Shares are being offered to Relevant Persons only and will not be offered in
such a way as to require a prospectus in the United Kingdom or elsewhere. No offering document
or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing
and Placees' commitments will be made solely on the basis of the information contained in
this announcement (including this Appendix) and certain business and financial information
the Company is required to publish in accordance with the rules and practices of the FCA (collectively
"Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees that the content of this
announcement, including this Appendix, is exclusively the responsibility of the Company and
confirms that it has not relied on any other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the Company or N+1 Singer or
any other person and neither N+1 Singer nor the Company nor the Investment Manager nor any
other person will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in accepting a participation in
the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Ordinary Shares (ISIN: GB00BYMTBG55) following Admission
will take place within CREST provided that, subject to certain exceptions, N+1 Singer reserves
the right to require settlement for, and delivery of, the Ordinary Shares (or a portion thereof)
to Placees by such other means that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this announcement or would not
be consistent with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Ordinary Shares in the Placing will be sent a Contract Note or Placing
Confirmation stating the number of Ordinary Shares allocated to it at the Placing Price, the
aggregate amount owed by such Placee to N+1 Singer (as agent for the Company) and settlement
instructions. Each Placee agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the CREST or certificated settlement instructions
that it has in place with N+1 Singer.
In the event of any failure by a Placee to pay as so directed and/or by the time required
by N+1 Singer, as applicable, the relevant Placee shall be deemed hereby to have irrevocably
and unconditionally appointed N+1 Singer, or any nominee of N+1 Singer as its agent to use
its reasonable endeavours to sell (in one or more transactions) any or all of the Ordinary
Shares in respect of which payment shall not have been made as directed, and to indemnify
N+1 Singer and its respective affiliates on demand in respect of any liability for stamp duty
and/or stamp duty reserve tax or any other liability whatsoever arising in respect of any
such sale or sales.
A sale of all or any of such Ordinary Shares shall not release the relevant Placee from the
obligation to make such payment for the relevant Ordinary Shares to the extent that N+1 Singer
or its nominee has failed to sell the Ordinary Shares at a consideration which, after deduction
of the expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned,
is equal to or exceeds the Placing Price.
MISCELLANEOUS
Solely for the purposes of the product governance requirements contained within: (a) the UK
version of EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of the UK version of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance
Requirements"), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements)
may otherwise have with respect thereto, the Ordinary Shares have been subject to a product
approval process, which has determined that the Ordinary Shares are: (i) compatible with an
end target market of investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, Placees should note that: the price of the Ordinary Shares may
decline and investors could lose all or part of their investment; the Ordinary Shares offer
no guaranteed income and no capital protection; and an investment in the Ordinary Shares is
compatible only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, N+1 Singer will only procure investors who meet the criteria of professional clients
and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in, or purchase,
or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect
of the Ordinary Shares and determining appropriate distribution channels.
The content of this announcement has been prepared by, and is the sole responsibility of,
AVI Japan Opportunity Trust plc.
The information contained in this announcement is given at the date of its publication (unless
otherwise marked) and is subject to updating, revision and amendment from time to time. Neither
the content of the Company's website nor any website accessible by hyperlinks to the Company's
website is incorporated in, or forms part of, this announcement.
Certain statements in this announcement are forward-looking statements which are based on
the Company's expectations, intentions and projections regarding its future performance, anticipated
events or trends and other matters that are not historical facts. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not historical facts.
These forward-looking statements involve risks, assumptions and uncertainties that could cause
the actual results of operations, financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses operate to differ materially
from the impression created by the forward-looking statements. These statements are not guarantees
of future performance and are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and uncertainties, prospective investors
are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements
speak only as of the date of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events
or otherwise.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with
the Placing. N+1 Singer will not regard any other person as its client in relation to the
Placing and will not be responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in relation to the Placing, the contents
of this announcement or any transaction, arrangement or other matter referred to herein.
None of the Investment Manager or N+1 Singer, or any of their respective directors, officers,
employees, advisers, affiliates or agents, accepts any responsibility or liability whatsoever
for or makes any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this announcement (or
whether any information has been omitted from the announcement) or for any loss howsoever
arising from any use of the announcement or its contents. The Investment Manager and N+1 Singer,
and their respective directors, officers, employees, advisers, affiliates or agents, accordingly
disclaim all and any liability whether arising in tort, contract or otherwise which they might
otherwise have in respect of this announcement or its contents or otherwise arising in connection
therewith.
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IOEMZGMMRKRGMZM
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January 18, 2021 02:00 ET (07:00 GMT)
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