Fidelity Japan Trust Plc - Result of General Meeting

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in any jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

27 November 2025

For Immediate Release

FIDELITY JAPAN TRUST PLC

Result of General Meeting

Further to the circular to shareholders dated 14 October 2025 (the " Circular "), the Board of Fidelity Japan Trust PLC (the " Company ") announces that at the second general meeting of the Company which was held today (the " Second GM "), the special resolution set out in the notice of the Second GM (the " Resolution ") was duly passed by shareholders.

By the passing of the Resolution, shareholders have authorised:

a)       placing the Company into liquidation;

b)       appointing the Liquidators and agreeing the basis of their remuneration;

c)        instructing the Company Secretary to hold the books to the Liquidators' order; and

d)       providing the Liquidators with appropriate powers to carry into effect the amendments to the Articles made at the First General Meeting.

The Resolution was voted on by way of a poll. Details of the number of votes cast for, against and withheld in respect of the Resolution are set out in the table below and will also be published on the Company's website, https://www.fidelity.co.uk/Japan .

*denotes special resolution

 

Notes:

1. Each holder of Shares present at the Second GM, in person or by proxy, was entitled to one vote per Share held at the voting record time, being close of business on 25 November 2025 (the " Second GM Record Time "). At the Second GM Record Time, the Company's issued share capital comprised 113,677,866 Ordinary Shares of £0.25 each and the Company held no Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company as at the Second GM Record Time was 113,677,866.
2. Rounded to two decimal places.
3. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" the Resolution or in the calculation of the proportion of issued share capital voted.

 

A copy of the Resolution passed at the Second GM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Following this Second GM, the expected timetable is provided in full below.  

Suspension of Reclassified Shares

In accordance with the timetable, the Company's Reclassified Shares were suspended from listing on the Official List of the Financial Conduct Authority and from trading on the London Stock Exchange at 7.30 a.m. this morning, 27 November 2025 in anticipation of the Second General Meeting.

Entitlements under the Scheme

As at the Calculation Date, Shareholders' entitlements under the Scheme calculated in accordance with the terms of the Scheme were as follows:

• Company FAV per Share: 238.056840 pence
• Adjusted Cash NAV per Share: 234.925588 pence
• AJOT FAV per Share: 166.382531 pence

Therefore, Shareholders will receive the following:

For Shareholders that elected (or are deemed to have elected) for the Rollover Option:

• each Reclassified Share with "A" rights attached to it will entitle the holders thereof to 1.430780 New AJOT Shares.

Fractional entitlements to New AJOT Shares will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number.

For Shareholders that elected for the Cash Option:

• each Reclassified Share with "B" rights attached to it will entitle the holders thereof to 234.925588 pence in cash.

Shareholder entitlements under the Cash Option will be rounded down to the nearest penny.

As set out in the Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated current and future, actual and contingent liabilities of the Company, including the costs of the winding-up of the Company and the costs of implementing the Scheme.

The Liquidation Pool will be applied by the Liquidators in discharging all current and future, actual and contingent liabilities of the Company and any balance remaining after discharging such liabilities will in due course be distributed to Shareholders on the Register on the Record Date in accordance with the terms of the Scheme.

As at the Calculation Date, excluding cash, the Company held approximately £1 million (0.92 pence per Ordinary Share) of current assets principally comprising accrued income. This amount was transferred to the Liquidation Pool and once the Liquidators have collected in the cash in respect of these assets, they will, in due course, make a further distribution to all FJV Shareholders holding Reclassified Shares with “A” rights and Reclassified Shares with “B” rights.  

Except for Spiber Inc., all of the Company’s Unlisted Investments held as at the date of the Circular will be transferred to AJOT through the Rollover Pool at the valuations as at 12 August 2025 (as of the 30 June revaluation round) which also reflects their valuation at the Calculation Date.  

The Company’s holding in Spiber Inc. (which represented approximately 0.27 per cent. of NAV as at the Calculation Date) has been transferred to the Liquidation Pool. The Liquidators, with the support of the Investment Manager and the AIFM, will seek to realise the holding in Spiber Inc. for cash. Any net proceeds from the disposal of Spiber Inc. during the liquidation period will be returned to Shareholders in due course however there can be no guarantee as to the value or timing of any realisation of Spiber Inc.   Following the appointment of the Liquidators, all further enquiries regarding the Company should be made to the Liquidators, whose contact details are below.

In accordance with the timetable, Shareholders will receive their New AJOT Shares: (i) in relation to Shareholders who hold their Shares in CREST, via CREST on 28 November 2025; and (ii) in relation to certificated Shareholders, within 10 business days following the Effective Date.

Circular

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

A copy of the Circular is available for viewing at the National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website, https://www.fidelity.co.uk/Japan .

Enquiries:

 

Legal Entity Identifier (LEI): 549300ND695NEJ5GPI72

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 1933, 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.