AVI Japan Opportunity Trust PLC Proposed placing (9300L)

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: [phone] 
   Joe Bauernfreund 
  N+1 Singer                                Tel: [phone] 
  James Maxwell / Justin McKeegan / James 
  Fischer (Corporate Finance) 
  Alan Geeves / James Waterlow / Sam 
  Greatrex (Sales) 
  Quill PR                                  Tel: [phone] / 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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January 18, 2021 02:00 ET (07:00 GMT)