29 September 2023
LEI: 5493007LN438OBLNLM64
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.
The information communicated in this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this information is considered to be in the public domain.
ABRDN JAPAN INVESTMENT TRUST PLC (the "Company" or "AJIT")
Results of First General Meeting and Annual General Meeting
Results of First General Meeting and Annual General Meeting
In connection with the proposals for the voluntary winding up of the Company and combination with Nippon Active Value Fund plc ("NAVF") by means of a scheme of reconstruction and winding up of the Company under section 110 of the Insolvency Act 1986 (the "Scheme"), the Board is pleased to announce that the special resolutions, which were put forward at the First General Meeting, and the ordinary and special resolutions put forward at the Annual General Meeting, both held today, have been approved by Shareholders. Please note that of the resolutions numbered 1 to 12 presented at the Annual General Meeting, numbers 11 and 12 were special resolutions.
As set out in the circular to shareholders dated 1 September 2023 (the "Circular"), as a result of the passing of the first special resolution at the First General Meeting, the Company's articles of associations were amended to remove the continuation vote provisions therein and therefore the Company was not required to put Resolution 13 to shareholders at the Annual General Meeting.
Details of the number of proxy votes cast for, against and withheld in respect of the resolutions are set out below and will also be published on the Company's website: abrdnjapan.co.uk.
Resolutions Presented at the First General Meeting
|
|
| For (inc Discretionary) | Against | Abstained | Total | |||
| Resolution | Votes | % | Votes | % | Votes | % |
| |
| 1 | Reclassification of the shares in issue as shares with "A" rights or shares with "B" rights as the case may be in accordance with the terms of the Scheme and amendment of the Company's articles of association to give effect to the Scheme
| 6,182,834 | 99.96 | 2,226 | 0.04 | 2,622 | 0.04 | 6,185,060 |
| 2 | Subject to the successful passing of resolution 1: the voluntary winding-up of the Company and the appointment of Liquidators, and amendment of the Articles of Association | 6,183,489
| 99.96 | 2,768 | 0.04 | 1,311 | 0.02 | 6,186,257 |
Resolutions Presented at the Annual General Meeting
|
|
| For (inc Discretionary) | Against | Abstained | Total | |||
| Resolution | Votes | % | Votes | % | Votes | % |
| |
| 1 | To receive and adopt the Directors' Report and Financial Statements and independent auditor's report thereon.
| 6,219,672 | 99.95% | 2,913 | 0.05% | 347 | 0.01 | 6,222,585 |
| 2 | To receive and adopt the Directors' Remuneration Report
| 6,202,208 | 99.77% | 14,203 | 0.23% | 6,522 | 0.10 | 6,216,411 |
| 3 | To approve the Remuneration Policy
| 6,196,053
| 99.77% | 14,078 | 0.23% | 12,802 | 0.21 | 6,210,131 |
| 4 | To re-elect Karen Brade
| 6,215,747 | 99.92% | 5,115 | 0.08% | 2,070 | 0.03 | 6,220,862 |
| 5 | To re-elect Claire Boyle
| 6,212,073 | 99.87% | 8,380 | 0.13% | 2,479 | 0.04 | 6,220,453 |
| 6 | To re-elect Sam Dean
| 6,208,579 | 99.80% | 12,224 | 0.20% | 2,129 | 0.03 | 6,220,803 |
| 7 | To re-elect Sir David Warren
| 6,214,338 | 99.95% | 2,816 | 0.05% | 5,778 | 0.09 | 6,217,154 |
| 8 | To appoint Johnston Carmichael LLP as independent auditor
| 6,210,381 | 100.00% | 198 | 0.00% | 12,353 | 0.20 | 6,210,579 |
| 9 | To authorise the Directors to agree the remuneration of the independent auditor
| 6,221,639 | 100.00% | 198 | 0.00% | 1,095 | 0.02 | 6,221,837 |
| 10 | To authorise the Directors of the Company to allot shares
| 6,117,172
| 98.33% | 103,916 | 1.67% | 1,844 | 0.03 | 6,221,088 |
| 11 | To approve the disapplication of pre-emption rights
| 6,115,348 | 98.30% | 105,804 | 1.70% | 1,780 | 0.03 | 6,221,152 |
| 12 | To authorise the Company to purchase own shares
| 6,218,168 | 99.97% | 1,731 | 0.03% | 3,033 | 0.05 | 6,219,899 |
The ordinary shares will be disabled for settlement in CREST from the close of business on 5 October 2023, trading will be suspended from 7.30am on 6 October 2023 and the ordinary shares will be suspended from listing at 7.30 a.m. on 10 October 2023.
The full text of the special and ordinary resolutions can be found in the notice of First General Meeting contained in the Circular. The Circular is available for viewing at the National Storage Mechanism which can be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at abrdnjapan.co.uk/en-gb.
Pre-liquidation interim dividend
As announced on 1 September 2023, a pre-liquidation interim dividend of 3.0 pence per ordinary share will be paid on 29 September 2023 to Shareholders on the register on 15 September 2023.
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
Enquiries
| abrdn Japan | Karen Brade | E: abrdnjapan@shorecap.co.uk |
| Shore Capital
| Robert Finlay/Rose Ramsden/Angus Murphy (Corporate Advisory) Fiona Conroy (Corporate Broking) | T: 020 7408 4090
|
abrdn Holly Kidd (Company Secretary) T: +44 131 372 2200
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