Publication of Prospectus Re. Subscription Shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHCH THE SAME COULD BE UNLAWFUL OR TO U.S. PERSONS. Fidelity Japanese Values PLC Publication of Prospectus in respect of proposed Bonus Issue of up to 22,790,966 Subscription Shares 22 July 2014 Further to the announcement made by the Board of Fidelity Japanese Values PLC (the "Company") on 27 March 2014 in which it was stated that the Company was considering a bonus issue of subscription shares to the Company's existing shareholders, the Company has today published a prospectus (the "Prospectus") setting out details of the proposed bonus issue and convening a general meeting to consider a resolution to give effect, inter alia, thereto. Implementation of the bonus issue requires certain amendments to the Company's articles of association to provide for the rights of the Subscription Shares and to obtain authority to allot the Subscription Shares. The Bonus Issue is conditional upon the passing of the Special Resolution to be proposed at the General Meeting of the Company to be held on 26 August 2014, as well as on the admission of the Subscription Shares to the standard segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities. The Bonus Issue The Company is proposing to issue Subscription Shares to Qualifying Shareholders on the basis of one Subscription Share for every five Existing Ordinary Shares held on the Record Date, subject to the passing of the Resolution set out in the Notice of General Meeting. The Subscription Shares will be issued by way of a bonus issue to Qualifying Shareholders and will be listed and tradable on the main market for listed securities of the London Stock Exchange. The ISIN of the Subscription Shares is GB00BLY2CK21 and the ticker is FJVS. Each Subscription Share will confer the right (but not the obligation) to subscribe for one Ordinary Share upon exercise of the Subscription Share Rights and on payment of the Subscription Price, as set out below. The Subscription Share Rights may be exercised on the last business day of each month commencing in September 2014 and finishing on the last business day in April 2016 after which the Subscription Share Rights will lapse. The Ordinary Shares arising on exercise will be allotted within ten Business Days of the relevant Subscription Date. To be exercised, a notice of exercise must be received by the Registrars no later than 5.00p.m. on the relevant Subscription Date. Qualifying Shareholders' entitlements will be assessed against the register of members on the Record Date, which is expected to be 5.00 p.m. on 26 August 2014. Subscription Shares will rank equally with each other and will not carry the right to receive any dividends from the Company or the right to attend and vote at general meetings of the Company (although the holders of the Subscription Shares have the right to vote in certain circumstances where there is a variation of the rights attached to the Subscription Shares). The Subscription Price will be equal to the published NAV per Ordinary Share as at 5.00 p.m. on 26 August 2014, plus a 2% premium to such NAV per Ordinary Share, rounded up to the nearest quarter penny. The NAV for the purpose of calculating the Subscription Price will be the unaudited value of the Company's assets calculated in accordance with the Company's accounting policies (including revenue items for the current financial year) less all prior charges and other creditors at their fair value (including the costs of the Bonus Issue). The New Articles provide that the Subscription Price is subject to adjustment upon the occurrence of certain corporate events by or affecting the Company before the last business day in April 2016. The relevant corporate events include consolidations or sub-divisions of share capital, pre-emptive offers of securities to Ordinary Shareholders, takeover offers and the liquidation of the Company. Such adjustments serve to protect either the intrinsic value or the time value of the Subscription Shares or both. The percentage premium applying upon exercise and the resulting Subscription Price reflect the Board's confidence in the Company's medium to long term prospects and its hope that holders of Subscription Shares will be able to exercise their Subscription Share Rights and acquire Ordinary Shares on favourable terms in the future. It is expected that an announcement setting out the Subscription Price will be made on 27 August 2014. Fractions of Subscription Shares will not be allotted or issued and entitlements will be rounded down to the nearest whole number of Subscription Shares. Advantages of the Bonus Issue The Directors believe that the Bonus Issue of Subscription Shares will have the following advantages: a. Subscription Shares should represent an attractive way for investors to participate in any future NAV growth of the Company through conversion into Ordinary Shares at a predetermined price; b. Qualifying Shareholders will receive securities with a monetary value which may be traded in a similar fashion to their Existing Ordinary Shares or converted into Ordinary Shares; c. on any exercise of the Subscription Share Rights, the capital base of the Company will increase, allowing operating costs to be spread across a larger number of Ordinary Shares, and this may cause the ongoing charges as a percentage of total assets to fall; d. following the exercise of any Subscription Share Rights, the Company will have an increased number of Ordinary Shares in issue, which may improve the liquidity in the market for its Ordinary Shares; e. Qualifying Shareholders will receive securities which are qualifying investments for the purposes of an ISA and permitted investments for the purposes of a SIPP; and f. the Bonus Issue may broaden the Company's Shareholder base as the Subscription Shares are dispersed in the market, attracting new investors and improving liquidity for Shareholders. Implementation of Bonus Issue Implementation of the Bonus Issue requires Shareholders to approve the Resolution to be proposed at the General Meeting. If passed, the Resolution will: a. approve the adoption of New Articles containing the rights attaching to the Subscription Shares; b. authorise the Directors to allot the Subscription Shares pursuant to the Bonus Issue and Ordinary Shares pursuant to the Subscription Share Rights; c. authorise the capitalisation of sums standing to the credit of the Company's share premium account, capital redemption reserve, special reserve and any other applicable reserve in paying up the Subscription Shares to be issued pursuant to the Bonus Issue; d. authorise the consolidation, sub-division or redemption of any share capital in connection with the exercise of the Subscription Share Rights so as to enable conversion of the Subscription Shares into Ordinary Shares in accordance with the Subscription Share Rights; and e. authorise the repurchase by the Company of Subscription Shares representing up to 14.99% of the Company's issued Subscription Share capital following Admission (subject to certain conditions), as more fully described below. Continuation Vote Under the Articles, the Company is required to propose a continuation vote as an ordinary resolution at every third AGM. If a continuation vote is not passed the Directors are required to convene a general meeting within three months, at which proposals for the winding up or other reconstruction of the Company would be considered. The last continuation vote took place at the AGM held in 2013 and the next is due at the AGM to be held in 2016. The current intention is to hold the 2016 AGM on 1 July 2016. The next continuation vote would therefore be held after all Subscription Share Rights have either been exercised or lapsed. Admission and Dealings The Subscription Shares will be in registered form and may be issued either in certificated or uncertificated form. No temporary documents of title will be issued. Pending despatch of definitive certificates, transfers of Subscription Shares in certificated form will be certified against the Register. All documents or remittances sent by or to Shareholders will be sent through the post at the risk of the Shareholder. Applications will be made to the UK Listing Authority for the Subscription Shares to be admitted to the standard segment of the Official List and to the London Stock Exchange for such shares to be admitted to trading on its market for listed securities. It is expected that Admission will occur, and that dealings will commence, on 28 August 2014. On Admission, the Subscription Shares will confer rights to subscribe for new Ordinary Shares representing, in aggregate, up to 20% of the then issued ordinary share capital of the Company. The Ordinary Shares resulting from the exercise of the Subscription Share Rights will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares). Overseas Shareholders The issue of the Subscription Shares to persons who have a registered or mailing address in countries outside the EEA may be affected by the law or regulatory requirements of the relevant jurisdiction. The Subscription Shares to be issued under the Bonus Issue are not being issued to Overseas Shareholders. The Board will allot any Subscription Shares due under the Bonus Issue to Overseas Shareholders to a market maker who will sell such Subscription Shares promptly at the best price obtainable. The proceeds of sale will be paid to the Overseas Shareholders entitled to them save that entitlements of less than £5 per Overseas Shareholder will be retained by the Company for its own account. Notwithstanding any other provision of this Prospectus the Company reserves the right to permit any Overseas Shareholder to take up Subscription Shares under the Bonus Issue if the Company, in its sole and absolute discretion, is satisfied at any time prior to the General Meeting that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question. Overseas Shareholders who believe that they are entitled to take up Subscription Shares under the Bonus Issue should contact the Company as soon as possible to discuss the matter. General Meeting A General Meeting of the Company has been convened for 4 p.m. on 26 August 2014 at 25 Cannon Street, London EC4M 5TA at which the Resolution will be proposed. Voting Intention of the Manager The Manager has declared its intention that FIL Limited, the ultimate parent company of the Manager, will vote its holding of 21,646,178 Ordinary Shares (representing approximately 18.99% of the issued ordinary share capital of the Company) in favour of the Resolution. For those Shares held through the Savings Schemes (as at 18 July 2014, 12,512,917 Ordinary Shares representing approximately 10.98% of the issued ordinary share capital of the Company), Fidelity will arrange to vote those Shares in favour of the Resolution where voting directions are not received. Expected Timetable 2014 Latest time and date for receipt of Voting Instruction 4.00 p.m. on 18 Forms from Savings Scheme Participants August Latest time and date for receipt of Forms of Proxy 4.00 p.m. on 21 August General Meeting 4.00 p.m. on 26 August Record Date for the Bonus Issue 5.00 p.m. on 26 August Subscription Price of Subscription Shares calculated Close of business on 26 August Announcement of the Subscription Price 27 August Admission of the Subscription Shares to the Official List 8.00 a.m. on 28 and dealings in the Subscription Shares commence August Crediting of CREST stock accounts in respect of the 28 August Subscription Shares Share certificates despatched in respect of the Week commencing 8 Subscription Shares September Publication of the Prospectus The Prospectus has been approved by the UK Listing Authority. A copy of the Prospectus will be available for inspection at the National Storage Mechanism which is located at www.morningstar.co.uk/uk/NSM. Copies are also available for collection, free of charge during normal business hours from the registered office of the Company up to and including the date of Admission. The Prospectus will also shortly be available to view on the Company's website at www.fidelity.co.uk/japansubs Capitalised terms used in this announcement shall have the same meaning ascribed to them in the Prospectus. Enquiries: FIL Investments International Christopher Pirnie / Natalia De Sousa 01737 837929 Canaccord Genuity Lucy Lewis / David Yovichic 020 7523 8000 Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor to Fidelity Japanese Values plc and is acting for no-one else in connection with the Bonus Issue and the contents of this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in connection with the Bonus Issue and the contents of this announcement or any other matter referred to herein. Canaccord Genuity Limited is not responsible for the contents of this announcement. This does not exclude or limit any responsibilities which Canaccord Genuity Limited may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.
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