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.

14 October 2025

AVI Japan Opportunity Trust plc

("AJOT" or the "Company")

Publication of Prospectus and Circular in connection with the proposed rollover from Fidelity Japan Trust plc

Introduction

The Board of AVI Japan Opportunity Trust plc (the "Company") announced on 12 August 2025 that it had entered into non-binding heads of terms with the Board of Fidelity Japan Trust plc ("FJV") in respect of the proposed combination of the assets of AJOT with the assets of FJV. The combination, if approved by AJOT shareholders and FJV Shareholders, will be effected by way of a scheme of reconstruction and members' voluntary winding up of FJV under section 110 of the Insolvency Act (the "Scheme") and the associated transfer of part of the undertaking, cash and other assets comprising the Rollover Pool to the Company in exchange for the issue of new ordinary shares in the capital of the Company (the "New Shares") to FJV Shareholders who are deemed to have elected for the Rollover Option (the "Issue") (together, the "Proposals").

The Board announces that the Company has today published a prospectus (the "Prospectus") in relation to the Issue, together with a circular to provide Shareholders with further details of the Proposals and to convene a general meeting of the Company (the "General Meeting") to seek approval from Shareholders for the implementation of the Proposals (the "Circular").

Following implementation of the Proposals, the Company's portfolio will continue to be managed by Asset Value Investors Limited ("AVI" or "Investment Manager") in accordance with the Company's investment objective and investment policy.

Benefits of the Proposals

The combination is expected to result in the following benefits for Shareholders:

·                 Larger scale: A combination of AJOT and FJV should result in both sets of shareholders benefiting from a more liquid, larger fund, targeting attractive investment opportunities in Japanese equities. The enlarged AJOT is also expected to have increased capability to take influential positions in companies where AVI has identified a significant opportunity to unlock value through AVI's active engagement, in line with AJOT's existing investment strategy. Assuming full take up of the Cash Option, the enlarged AJOT is expected to have net assets in excess of £360 million.

·                 Reduced management fee: subject to the Scheme becoming effective, AVI has agreed to reduce its management fee from 1% per annum (based on the lower of market capitalisation or NAV) to a tiered structure on assets above £300 million as detailed below. Additionally, 25% of the management fee will continue to be reinvested by AVI into AJOT shares.

·                 Lower ongoing charges: the new reduced management fee structure and the economies of scale, which the combination will bring, will result in an estimated annual ongoing charge of 1.25% on a normalised basis.

Overview of the Scheme

The issue of the New Shares under the Scheme will be effected on a FAV to FAV basis. FAVs for the purposes of the Scheme will be calculated in accordance with AJOT's and FJV's normal accounting policies and will take into account the adjustments outlined below. FAVs will be calculated based on the NAVs (cum income with debt at fair value) of the respective companies, on the Calculation Date.

Under the Scheme, FJV Shareholders (who are not Excluded FJV Shareholders) will be entitled to elect to receive cash in respect of part or all of their shareholding, subject to an aggregate limit of 50% of FJV's issued share capital (excluding shares held in treasury) at the Calculation Date (the "Cash Option").

Subject to the separate arrangements for Excluded FJV Shareholders detailed below, New Shares will be issued as the default option under the Scheme in the event that either no election, or a partial election, for the Cash Option is made by an FJV Shareholder or because an election for the Cash Option is scaled back in accordance with the Scheme (the "Rollover Option").

Pursuant to the Scheme, on the Calculation Date, once the NAV of each of FJV and the Company has been determined, FJV's assets and undertaking will be split into three pools:

(i) the Liquidation Pool, into which there will be appropriated such assets and costs of FJV (including the Liquidators' Retention) which is estimated by the Liquidators to be sufficient to meet the current and future, actual and contingent liabilities of FJV (including any unpaid FJV's Scheme Costs), together with any holdings of FJV which are determined by the Liquidators (in consultation with FJV and the Company) not to be suitable for transfer to the Company and will not have been realised prior to the Effective Date; and

(ii) the Residual Net Asset Value (being the balance after the appropriation of cash and assets to the Liquidation Pool) shall then, on a Pro Rata Allocation basis, be split into: (a) the interests of FJV Shareholders who elect, or are deemed to elect, for the Rollover Option (the "Rollover Pool"); and (b) the interests of FJV Shareholders who elect, or are deemed to elect, for the Cash Option (the "Cash Pool"). The NAV of the Rollover Pool and the Cash Pool will then be adjusted as detailed further below.

In order to effect the Scheme and in accordance with valid elections (including deemed elections) made, FJV will be required to reclassify its FJV Share capital into shares with "A" rights (""A" Shares") and shares with "B" rights (""B" Shares"). "A" Shares will entitle the holders thereof to be issued with New Shares and "B" Shares will entitle the holders thereof to cash under the Cash Option, in accordance with the terms of the Scheme.

Adjustments under the Scheme

Cash Pool

(a)              On the Calculation Date, the Cash Pool NAV will be adjusted for the following:

(i)               the Cash Pool Costs Adjustment (if any, as described below); and

(ii)              a reduction for the Cash Option Charge (as described below),

(the Cash Pool NAV as adjusted by the above being the "FJV Adjusted Cash Pool NAV").

Under the Scheme, a holder of "B" Shares will be entitled to an amount of cash equal to the FJV Adjusted Cash NAV per Share multiplied by the number of "B" Shares they hold. The FJV Adjusted Cash NAV per Share will be equal to the FJV Adjusted Cash Pool NAV divided by the total number of "B" Shares (expressed in pence and rounded down to six decimal places).

Rollover Pool

(b)              On the Calculation Date, the Rollover Pool NAV will be adjusted for the following:

(i)               the Rollover Pool Costs Adjustment (if any, as described below);

(ii)              an uplift arising from the Rollover Pool's allocation of the Cash Option Charge (as described below); and

(iii)             an uplift from the AVI Costs Contribution (if any, as described below),

(the Rollover Pool NAV as adjusted by the above being the "FJV Rollover FAV").

The "FJV Rollover FAV per Share" shall be equal to the FJV Rollover FAV divided by the total number of "A" Shares (expressed in pence and rounded down to six decimal places).

FJV Shareholders who are deemed to elect for the Rollover Option shall have New Shares issued to them based on the ratio of the FJV Rollover FAV per Share to the AJOT FAV per Share, multiplied by the total number of "A" Shares held by the relevant FJV Shareholder.

AJOT

(c)              On the Calculation Date, the AJOT NAV will be adjusted for:

(i)               a reduction for the AJOT Costs, to the extent only such costs have not already been accrued in the AJOT NAV;

(ii)              a reduction for any Unpaid AJOT Dividends; and

(iii)             an uplift arising from AJOT's allocation of the Cash Option Charge (as described below),

(the AJOT NAV as adjusted by the above being the "AJOT FAV").

Cash Option Charge

(d)              The Cash Option Charge (being an amount equal to one per cent. of the Cash Pool NAV as adjusted for the Cash Pool Costs Adjustment (if any)) shall be allocated between the Rollover Pool and AJOT, based on the number of FJV Shares which have validly elected, or are deemed to have elected, for the Rollover Option as follows:

(i)               first, the Rollover Pool shall be allocated a percentage of the Cash Option Charge equal to the percentage of elections made, or deemed to have been made, for the Rollover Option;

(ii)              second, AJOT shall be allocated an amount equal to the lesser of: (i) the balance of the Cash Option Charge after the allocation under paragraph (i) above; and (ii) the AJOT Costs; and

(iii)             lastly, the Rollover Pool shall be allocated the balance (if any) of the Cash Option Charge after the allocations under paragraphs (i) and (ii) above.

Termination Costs

(e)              On 13 October 2025 FJV served notice in respect of the termination of the FJV Management Agreement on the FJV AIFM and the FJV Investment Management Services Agreement on the FJV AIFM and the FJV Investment Manager, to end on the day falling five Business Days after the Effective Date.  The FJV Board entered into the Notice Agreement with the FJV Investment Manager on 6 May 2025, which effectively reduced the normal notice period, to minimise the costs associated with terminating those arrangements.

FJV's Scheme Costs

(f)               FJV's Scheme Costs (which for the avoidance of doubt includes both the Transaction Costs and the Termination Costs, as described above) are expected to be approximately £820,900 inclusive of VAT (where applicable, which is assumed to be irrecoverable), in aggregate. The expected FJV's Scheme Costs have already been included in FJV's published NAV at the Latest Practicable Date. Each of the Rollover Pool and the Cash Pool shall bear its respective Pro Rata Allocation of FJV's Scheme Costs, however, the Rollover Pool's share of FJV's Scheme Costs are capped at £1,000,000 (with any balance over such cap being allocated to the Cash Pool) and to the extent they are not fully offset by the Rollover Pool's allocation of the Cash Option Charge, will be met through the AVI Costs Contribution, as described below. For the avoidance of doubt, FJV's Scheme Costs exclude the Liquidators' Retention (estimated at £100,000) to cover unknown or unascertained liabilities of FJV. The Rollover Pool is not expected to suffer any reduction for FJV's Scheme Costs (other than through the Liquidators' Retention, as applicable). For the avoidance of doubt, FJV's Scheme Costs also exclude any portfolio realisation costs.    

AVI Costs Contribution

(g)              To the extent the Rollover Pool's allocation of FJV's Scheme Costs after the Rollover Pool Costs Adjustment (which caps the allocation of these costs to the Rollover Pool at £1,000,000 as described above), are not fully defrayed by its allocation of the Cash Option Charge (as above), AVI has undertaken to make a cash contribution to the costs of the Rollover Pool equal to the balance of the Rollover Pool's allocation of FJV's Scheme Costs, pursuant to the Cost Contribution Agreement. The value of the AVI Costs Contribution will be determined by the Liquidators (in consultation with the parties to the Cost Contribution Agreement and reviewed by the Independent Accountant) (the "AVI Costs Contribution"). The availability of the AVI Costs Contribution to the Rollover Pool is subject to the Scheme becoming effective.

Elections under the Scheme

For illustrative purposes only, had the Calculation Date been close of business on the Latest Practicable Date and assuming that no FJV Shareholders had exercised their right to dissent from participation in the Scheme, assuming that the maximum number of FJV Shares is elected for the Cash Option:

·      the FJV Rollover FAV per Share would have been 226.13 pence and the AJOT FAV per Share would have been 173.05 pence which, for the Rollover Option, would have produced a conversion ratio of 1.31 (i.e. for every FJV Share, 1.31 AJOT Shares would be issued) and, in aggregate, 74,272,534 New Shares would have been issued to FJV Shareholders who were deemed to have elected for the Rollover Option under the Scheme; and

·      the FJV Adjusted Cash NAV per Share would have been 222.75 pence.

For the avoidance of doubt, the illustrative FJV Rollover FAV per Share does not take into account all portfolio realisation costs as they are unquantifiable as at close of business on the Latest Practicable Date.  

Conditions of the Issue and the Scheme

The Issue and the Scheme are conditional upon the:

i.      passing of the Resolution and such Resolution becoming unconditional in all respects;

ii.     passing of the FJV Resolutions to approve the Scheme and the winding-up of FJV at the FJV General Meetings and the Scheme becoming unconditional in all respects;

iii.    the FCA having acknowledged to the Company or its agents (and such acknowledgement not having been withdrawn) that the application for the admission of the New Shares to the Official List has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject (for the purposes of this paragraph, the "listing conditions")) will become effective as soon as notice of admission to the Official List has been issued by the FCA and any listing conditions having been satisfied, and the London Stock Exchange having acknowledged to the Investment Manager or its agents (and such acknowledgement not having been withdrawn) that the New Shares will be admitted to trading on the Main Market, subject only to allotment; and

iv.    Directors and the FJV Directors resolving to proceed with the Scheme.

Unless the conditions referred to above have been satisfied or, to the extent permitted, waived by both the Company and FJV on or before 28 November 2025, the Scheme will not become effective, and the New Shares will not be issued.

Costs and expenses of the Proposals

Subject to the AVI Costs Contribution, the Company and FJV have each agreed to bear their own costs in relation to the Proposals, as specified above.

The Direct Transaction Costs to be borne by the Company are expected to be approximately £808,600, inclusive of VAT, where applicable.

If the Scheme is implemented, there will also be Other Costs payable by AJOT (expected to be approximately £645,000, inclusive of VAT, where applicable). However, the Company will also benefit from an uplift to the AJOT NAV arising from the allocation of the Cash Option Charge between the Company and the FJV Rollover Pool, respectively, as detailed above.      

In the event that implementation of the Scheme does not proceed each party will bear its own costs. In this scenario, Direct Transaction Costs would still be borne by the Company but the Other Costs that would have been payable by AJOT, as enlarged, will not be payable.

Reduced management fee

The Investment Manager is currently entitled to annual management fees equal to 1.00% of the lesser of NAV or the Company's market capitalisation. 

With effect from the Effective Date, and conditional on the Scheme becoming effective, 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 reduced annual management fees, calculated as follows:

i.      1.0% on the first £300 million on the lesser of NAV or the Company's market capitalisation;

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

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

For the avoidance of doubt, 25% of the management fee will continue to be reinvested by the Investment Manager into shares of the enlarged Company.

Non-material amendments to the Company's investment policy

To better reflect the fact that the Company's pre-existing investment policy does not technically prohibit a very small holding of unlisted/unquoted investments in its portfolio (and that this would remain the case going forward), the Board recently adopted certain minor amendments to the Company's investment policy. The investment policy also now expressly sets out the Company's existing cash management policy. The Board consider that these amendments are non-material in nature. The full wording of the Company's current investment policy is set out in the appendix to this announcement, with the amendments shown in bold font.

Allotment of New Shares

The resolution to be proposed at the General Meeting seeks Shareholder approval for the allotment of New Shares pursuant to the Issue (the "Resolution"). Pursuant to the Resolution, the maximum number of Shares that the Directors will be authorised to allot in connection with the Issue is 160,000,000 Shares (representing approximately 118% of the issued share capital of the Company, excluding Shares held in treasury, at the Latest Practicable Date). The Scheme, amongst other things, is conditional on the passing of the Resolution. The authority granted by the Resolution shall (unless previously revoked) expire on 31 December 2025.

General Meeting

The implementation of the Proposals requires a general meeting of the Company to be held. The notice convening the General Meeting (to be held at 3.00 p.m. on 6 November 2025) is set in the Circular.

The Resolution to be proposed at the General Meeting, on which all Shareholders may vote, is to approve the allotment of New Shares pursuant to the Issue in connection with the Scheme. The Scheme is conditional on the passing of the Resolution.

The Resolution will be proposed as an ordinary resolution. An ordinary resolution requires a majority of the votes cast in respect of it, whether in person or by proxy, to be voted in favour in order for it to be passed.

If the Resolution is not passed, the Scheme will not become effective and no New Shares will be issued.

Recommendation

The Board considers the Proposals and the Resolution to be proposed at the General Meeting to be in the best interests of Shareholders as a whole.

Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial holdings, which total 96,575 Shares as at the Latest Practicable Date.

EXPECTED TIMETABLE

General Meeting

Scheme

Note: All references to time are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the general meetings) may be extended or brought forward. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.

Singer Capital Markets is acting as sponsor to the Company in connection with the Proposals.

Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the Circular.

The Prospectus and Circular have been submitted to the Financial Conduct Authority and will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/a/nsm/nationalstoragemechanism and on the Company's website at https://www.assetvalueinvestors.com/ajot/

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 information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

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.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding AJOT's or FJV's respective financial positions, strategies, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, AJOT's or FJV's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance.

Subject to its legal and regulatory obligations, AJOT expressly disclaims any obligations or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority.

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.

None of AJOT, Singer or Marex, or any of their respective affiliates, 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 any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made by them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of AJOT, Singers and Marex, and their respective affiliates, 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.

APPENDIX

1.     Non-material amendments to the Company's investment policy

To better reflect the fact that the Company's pre-existing investment policy does not technically prohibit a very small holding of unlisted/unquoted investments in its portfolio (and that this would remain the case going forward), the Board recently adopted certain minor amendments to the Company's investment policy. The investment policy also now expressly sets out the Company's existing cash management policy. The Board consider that these amendments are non-material in nature. The full wording of the Company's current investment policy is set out below, with the amendments shown in bold font below:

Investment policy

The Company invests in a diversified portfolio of equities listed or quoted in Japan which are considered by the Investment Manager to be undervalued and where cash, listed securities and/or realisable assets make up a significant proportion of the market capitalisation. AVI seeks to unlock this value through proactive engagement with management and taking advantage of the increased focus on corporate governance and returns to shareholders in Japan. The Board has not set any limits on sector weightings or stock selection within the portfolio. Whereas it is not expected that a single holding (including any derivative instrument) will represent more than 10 per cent. of the Company's gross assets at the time of investment, the Company has discretion to invest up to 15 per cent. of its gross assets in a single holding, if a suitable opportunity arises.

No restrictions are placed on the market capitalisation of investee companies, but the portfolio is weighted towards small and mid-cap companies. The portfolio normally consists of between 15 and 25 holdings although it may contain a lesser or greater number of holdings at any time.

The Company may invest in exchange traded funds, listed anywhere in the world, in order to gain exposure to equities listed or quoted in Japan.

On acquisition, no more than 15 per cent. of the Company's gross assets will be invested in other UK listed closed-ended investment funds.

The Company's portfolio may include Japanese securities which are unlisted or unquoted (the "Unlisted Japanese Securities"), although it is not expected that the Company's direct holding of Unlisted Japanese Securities will represent more than 5 per cent. of the Company's gross assets at the time of investment.

The Company may also use derivatives for gearing and efficient portfolio management purposes. The Company will not be constrained by any index benchmark in its asset allocation.

Cash management

The Company may hold cash on deposit and may invest in cash equivalent investments, which may include short-term investments in money market type funds ("Cash and Cash Equivalents"). There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents position. For the avoidance of doubt, the restrictions set out above in relation to investing in collective investment vehicles do not apply to money market type funds.

Borrowing policy

The Company may use borrowings for settlement of transactions, to meet ongoing expenses and may be geared through borrowings and/or by entering into long-only contracts for difference or equity swaps that have the effect of gearing the Company's portfolio to seek to enhance performance.

The aggregate of borrowings and long-only contracts for difference and equity swap exposure will not exceed 25 per cent. of NAV at the time of drawdown of the relevant borrowings or entering into the relevant transaction, as appropriate. It is expected that any borrowings entered into will principally be denominated in JPY

Material change to the investment policy

No material change will be made to the investment policy without the prior approval of the FCA and Shareholders by ordinary resolution.

Hedging policy

The Company does not hedge its currency exposure using financial instruments such as derivatives, forward contracts, or options. Although there are no current plans to hedge investments denominated in JPY, the Investment Manager and the Board will periodically review this policy.