TIDMAJIT
RNS Number : 0657O
abrdn Japan Investment Trust plc
29 September 2023
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 %
--------------- --------- ------ ----- ------ ----- ----------
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
1 to the Scheme 6,182,834 99.96 2,226 0.04 2,622 0.04 6,185,060
--------------------- --------------- --------- ------ ----- ------ ----- ----------
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
2 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 %
-------------- ---------- -------- ------ ------- ----- ----------
To receive
and adopt
the Directors'
Report and
Financial
Statements
and independent
auditor's
1 report thereon. 6,219,672 99.95% 2,913 0.05% 347 0.01 6,222,585
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To receive
and adopt
the Directors'
Remuneration
2 Report 6,202,208 99.77% 14,203 0.23% 6,522 0.10 6,216,411
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To approve
the Remuneration
3 Policy 6,196,053 99.77% 14,078 0.23% 12,802 0.21 6,210,131
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To re-elect
4 Karen Brade 6,215,747 99.92% 5,115 0.08% 2,070 0.03 6,220,862
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To re-elect
5 Claire Boyle 6,212,073 99.87% 8,380 0.13% 2,479 0.04 6,220,453
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To re-elect
6 Sam Dean 6,208,579 99.80% 12,224 0.20% 2,129 0.03 6,220,803
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To re-elect
Sir David
7 Warren 6,214,338 99.95% 2,816 0.05% 5,778 0.09 6,217,154
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To appoint
Johnston Carmichael
LLP as independent
8 auditor 6,210,381 100.00% 198 0.00% 12,353 0.20 6,210,579
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To authorise
the Directors
to agree the
remuneration
of the independent
9 auditor 6,221,639 100.00% 198 0.00% 1,095 0.02 6,221,837
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To authorise
the Directors
of the Company
10 to allot shares 6,117,172 98.33% 103,916 1.67% 1,844 0.03 6,221,088
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To approve
the disapplication
of pre-emption
11 rights 6,115,348 98.30% 105,804 1.70% 1,780 0.03 6,221,152
--------------------- -------------- ---------- -------- ------ ------- ----- ----------
To authorise
the Company
to purchase
12 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 T: 020 7408 4090
Murphy (Corporate Advisory)
Fiona Conroy (Corporate
Broking)
abrdn Holly Kidd (Company Secretary) T: +44 131 372 2200
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END
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