Annual Financial Report

abrdn Japan Investment Trust plc
06 June 2023
 

ABRDN JAPAN INVESTMENT TRUST PLC

ANNUAL FINANCIAL REPORT ANNOUNCEMENT

FOR THE YEAR ENDED 31 MARCH 2023

 

Performance Highlights

 

Net asset value total returnA 

Topix Index total return

Figures to 31 March 2023

Figures to 31 March 2023

-4.4%

+2.8%

Figures to 31 March 2022

-10.0%

Figures to 31 March 2022

-2.7%

Return since 8 October 2013 (change of mandate)

+100.4%

Return since 8 October 2013 (change of mandate)

+105.1%

Share price total returnA

Ongoing charges ratioA

Figures to 31 March 2023

Year to 31 March 2023

-10.0%

1.17%

Figures to 31 March 2022

-10.9%

Year to 31 March 2022

1.00%

Return since 8 October 2013 (change of mandate)

+85.8%

Discount to net asset valueA

Dividend per share

As at 31 March 2023

Year to 31 March 2023

16.4%

12.00p

As at 31 March 2022

11.0%

Year to 31 March 2022

15.00p

A Alternative Performance Measure (see pages 86 to 88 of the 2023 Annual Report). Comparatives for the corresponding period can be also be found on these pages.



Financial Calendar, Dividends and Highlights

Payment dates of dividends

July 2023
December 2023

Annual General Meeting (London)

To be confirmed by separate notice

Half year end

30 September 2023

Expected announcement of results for the six months ending 30 September 2023

November 2023

Financial year end

31 March 2024

Expected announcement of results for the year ending 31 March 2024

June 2024

Dividends

Rate

Ex-dividend date

Record date

Payment date

Proposed second interim dividend 2023

7.00p

22 June 2023

23 June 2023

21 July 2023

Interim dividend 2023

5.00p

1 December 2022

2 December 2022

29 December 2022

Total dividends 2023

12.00p

Final dividend 2022

9.00p

23 June 2022

24 June 2022

22 July 2022

Interim dividend 2022

6.00p

2 December 2021

3 December 2021

30 December 2021

Total dividends 2022

15.00p



Highlights

31 March 2023

31 March 2022

% change

Total assets (as defined on page 101 of the 2023 Annual Report)

£93,273,000

£100,564,000

-7.3

Total equity shareholders' funds (net assets)

£82,954,000

£89,930,000

-7.8

Market capitalisation

£69,309,000

£80,043,000

-13.4

Share price (mid market)

557.50p

635.00p

-12.2

Net asset value per Ordinary share

667.26p

713.43p

-6.5

Discount to net asset valueA

16.4%

11.0%

Net gearingA

12.3%

11.4%

Operating costs

Ongoing charges ratioA

1.17%

1.00%

Earnings

Total return per Ordinary share

(33.72p)

(81.70p)

Revenue return per Ordinary share

7.11p

8.54p

Dividends per Ordinary shareB

12.00p

15.00p

Revenue reserves (prior to payment of proposed second interim dividend)

£1,456,000

£1,631,000

A Considered to be an Alternative Performance Measure. See pages 86 and 87 of the 2023 Annual Report for more information.

B The figure for dividends reflects the years in which they were earned.



Chairman's Statement

Performance Record

The last year to 31 March 2023 was a difficult period for stock markets globally, in particular for better quality growth stocks, as well as the broader global economy. Japanese equities faced an uphill struggle for much of the period with investors seemingly overly focused on the macro at the expense of company fundamentals which, for the most part, remain strong.

The Company's net asset value (NAV) total return for the year to 31 March 2023 was -4.4%, in sterling terms underperforming the TOPIX Index, the Company's benchmark's gain of 2.8%. The Company's Ordinary share price ended the year at 557.5p, down from 635.0p at the start of the period, and the discount to NAV per Ordinary share widened from 11.0% to 16.4%.  Over one, three and five years to 31 March 2023 the Company's NAV total return has lagged the TOPIX Index (in sterling terms) by 7.2% and 9.9% and 13.1% respectively; and, since the change of mandate in October 2013, the Company's NAV total return has lagged the TOPIX Index by 0.4% per annum in sterling terms.

Every year the Company has a defined discount monitoring period, being 90 days up to 31 March 2023 (the "Discount Monitoring Period").  The average discount for this year's monitoring period was 14.0%, above the target of 10.0% requiring a continuation vote to be put to shareholders at the next Annual General Meeting ("AGM") or a general meeting held before the AGM. 

The Board, while an enthusiastic supporter of the attractions of Japan's equity markets for investment opportunities, has long been mindful of the need for the Company to deliver consistent competitive investment performance, increased scale, greater liquidity and a more modest discount.  Increased investment resources, an enhanced dividend policy, more focused marketing and a change of corporate broker are some of the strategies the Board has employed in an attempt to address the challenges relating to performance, scale, liquidity and the discount

Strategic Review

Following consultation with a number of the Company's major shareholders, the Board undertook a rigorous strategic review of the opportunities in the Japan fund sector, to consider which investment strategy would be best for shareholders while remaining invested in the Japanese market. The Board considered solutions among closed-end investment trusts, where greater liquidity and a lower discount can reasonably be expected and where there is a clear, focused and differentiated investment strategy which has delivered strong performance.

The Board believes the strategic review demonstrated that the case for taking advantage of the corporate governance changes in Japan is more compelling than ever.  Over recent decades, many Japanese companies have accumulated significant cash reserves and have reduced their reliance on debt financing. This has resulted in many companies having excess capital and, consequently, generating lower returns for equity investors. The Japanese authorities are seeking to address this by implementing regulations to improve governance and deliver improved returns to shareholders. The Board is of the view that this provides a highly favourable background for an active investment approach, particularly in smaller quoted companies.

Proposed rollover into Nippon Active Value Fund plc ("NAVF")

As announced on 18 May 2023, the Board has agreed terms for a proposed combination of the assets of the Company with the assets of NAVF (the "Proposal").  NAVF is a top-performing UK investment trust which targets attractive capital growth for its shareholders through active engagement with a focused portfolio of small and mid-cap quoted companies which have the majority of their operations in, or revenue derived from, Japan and that have been identified as being undervalued.

The proposed combination with NAVF is expected to improve the enlarged fund's liquidity as well as spreading the fixed costs of NAVF over a larger pool of assets. Following completion of the Proposal, it is expected that a director of the Company will join the Board of NAVF, taking the total number of directors of NAVF to six. The Company has consulted with a number of its major shareholders, together holding around 30% of the Company's issued share capital, who have indicated support for the Proposal.

Implementation of the Proposal is subject to the approval, inter alia, of the Company's shareholders as well as regulatory and tax approvals and approval by the shareholders of NAVF.  A circular providing further details of the Proposal and convening general meetings to seek the necessary shareholder approvals will be published by the Company as soon as practicable.  It is anticipated that the Proposal, if approved, will be implemented in Q3 2023.

The Board believes that implementation of the Proposal is in the best interest of shareholders as a whole and many shareholders will wish to continue to be invested in the enlarged fund.  The Board would encourage them to roll over their interest into NAVF, as Sir David Warren and I, being the members of the Board with shares in the Company, intend to do with our holdings. Nevertheless, given the proposed change of investment strategy represented by the Proposal, the Board believes it is appropriate to offer shareholders the opportunity to realise part, or potentially all, of their investment in the Company via a cash exit for up to 25% of the Company's shares in issue, at 2% discount to fair value ("FAV") per share of the Company.

Japan Economic Background

One of the most significant developments domestically over the year to 31 March 2023 was regarding the Bank of Japan (BoJ) and monetary policy. Despite inflation creeping up to its highest level in more than 30 years (albeit much lower than elsewhere), BoJ Governor Haruhiko Kuroda stuck to his no-intervention policy for much of the year, even in the face of an increasingly weak currency; the yen fell to its lowest point against the US dollar in more than 20 years. At the same time, the BoJ remained committed to its policy of yield-curve control and restricting sales of 10-year Japanese Government Bonds to ensure that yields stayed around zero.

Towards the end of 2022, the BoJ relaxed its rules. And, with Kuroda's retirement in April 2023, there are expectations that new governor Kazuo Ueda will start to unpick some of the policies that have been pushed through in previous years. If this happens, the banking sector could start to become more profitable. Notably, despite some profit-taking and news from the US regarding the failure and subsequent buyout of Silicon Valley Bank, financials were the best performing sector over the review period.

Prevailing global concerns - the ongoing Ukraine war, rising inflation and disruption to supply chains - combined with domestic worries, not least the weaker yen, weighed on the market. While companies considered to be more sensitive to rising interest rates, and the more 'defensive' sectors fared well, most other sectors lost ground. The weaker yen was particularly damaging for the margins of the better quality companies favoured by the Investment Manager. Within the portfolio, this translated into weaker performance for sectors including consumer discretionary, communication services and real estate. The best relative performance came from consumer staples and materials holdings. For more detail on company-specific performance, see the Investment Manager's Review on pages 12 to 13 of the 2023 Annual Report.

There are already signs of improving macroeconomic conditions. The yen has bounced back from its October lows, there is general consensus that interest rate rises that have hurt the global economy should slow from here, while soaring inflation should slowly start to moderate. Meanwhile, China's reopening is proving to be a positive for the supply-chain issues that have beset many Japanese businesses, where shortages of essential components, such as semiconductors, have delayed production.

Dividend

The Company's revenue return per Ordinary share for the financial year was 7.1p (2022 - 8.5p). An interim dividend of 5.0p has already been declared and was paid to shareholders on 29 December 2022. The Board proposes a second interim dividend of 7.0p, making a total dividend of 12.0p (2022 - 15.0p) for the year ended 31 March 2023. The dividend comprises 7.1p from revenue return, 10.1p from revenue reserves and 1.9p from capital reserves.

Gearing

The Company continued to make use of its capacity to gear through its loan facilities provided by ING Bank. Earlier in the year these were renewed with the Yen 1.3 billion fixed term loan now expiring in January 2024 and the Yen 1.0 billion floating rate facility now extended to expire in December 2024.

Environmental, Social & Corporate Governance ("ESG")

Corporate governance remains highly topical in Japan and this is key to the Board's decision to recommend the Proposal given NAVF's active investment strategy is well aligned with these trends. There are signs of real progress in how Japanese companies seek to improve shareholder returns. There is a strong focus on making responsible use of capital, evident in the share buybacks that have reached their highest level in 16 years. The Tokyo Stock Exchange is also encouraging companies trading below book value to work to raise valuations and has detailed how it wants listed companies to become more aware of their cost of capital and stock price, to encourage more sustainable growth and promote longer-term increases in shareholder value.

External Service Providers

As usual, the Board has been monitoring costs generally and service providers during the year, considering the best interests of shareholders. This year, there have been some changes to service providers as a result of these discussions.

As mentioned in the last Half Yearly Report, KPMG resigned as the Company's external audit firm on 15 November 2022 following discussions regarding increasing fees and the Board's completion of a successful audit tender, which resulted in the appointment of Johnston Carmichael LLP ("Johnston Carmichael") to undertake the Company's audit for the year ended 31 March 2023. The appointment of Johnston Carmichael as auditor is recommended by the Board to shareholders at the Company's forthcoming Annual General Meeting ("AGM"). More information can be found in the Audit Committee Report on pages 50 to 52 of the 2023 Annual Report.

The Board also undertook a review of the terms of the Registrar during the year and, following careful consideration, determined that it was in the best interests of the Company to change Registrar. The transfer of services to Computershare was undertaken successfully in February 2023. Contact details are on page 106 of the 2023 Annual Report.

Annual General Meeting ("AGM")

Normally, the notice of the Company's AGM would accompany this Annual Report and the AGM would take place in early July. As a result of the average discount at which the Company's shares traded throughout the discount monitoring period to 31 March 2023, the Company is required to put a continuation resolution to shareholders at or before the forthcoming AGM. The outcome of the strategic review also requires that general meetings are convened to seek necessary shareholder approvals for the Proposal. The Board anticipates the continuation vote will be subsumed into the business of these meetings, and the Company's AGM is likely to be delayed accordingly. The Board will update shareholders on the timings of all shareholder meetings once these are confirmed by notice of meeting as usual and by RNS announcement.



Investment Manager's Review

Overview

Japanese shares fell initially but rebounded to finish the year 4.4% higher in Yen terms. Initial selling pressure came from fears over high inflation and concerns that central bank overreactions, particularly from the US Federal Reserve, would push economies into recession. As the period progressed, investors became more optimistic about the prospects for a recovery in global growth. While the Bank of Japan ("BoJ") held interest rates unchanged, it took steps to relax its market yield controls, a potential sign of tightening to come now that Kazuo Ueda has taken over from Haruhiko Kuroda as governor in April 2023.

There was a notable factor rotation within Japanese equities, which impacted our investment style and also led to our stock selection underperforming. This rotation also produced investment opportunities, as we capitalised on pockets of mispricing to identify new ideas and add to holdings which we deemed to be oversold given their strong fundamentals. As long-term investors in Japanese equities, we maintain our conviction that quality companies will outperform over the long term. This is particularly the case where there is inflation; price rises have been less extreme in Japan than in many other developed economies, but we have looked to invest in quality companies which have the ability to pass cost increases on to their customers.

The technology sector also saw testing times. Many global manufacturers struggled with high shipping costs and supply chain issues, particularly through China's intense lockdowns. The shortages were particularly acute in semiconductors, which in turn limited output for many companies in the technology sector. Signs of weakening end-demand also emerged amid a slowing global economy. At this stage, however, there are good reasons for optimism. After a difficult period at the end of 2022, China has now relaxed its harsh Covid-19 restrictions; logistical bottlenecks are moving and component shortages are easing: this bodes well for a consumer recovery.

Environmental, social and governance

Within corporate Japan, one key theme of ESG engagement has been the push to improve investor returns. In particular, the Tokyo Stock Exchange is encouraging companies that trade at low valuations to improve their capital efficiency, as it seeks to create a more vibrant stock market.

This has been an ongoing point of engagement with many of our portfolio companies; for instance, automotive lamp maker Koito Manufacturing has been growing its business continuously and with it, the amount of cash held on its balance sheet. As of December 2022, Koito held cash and cash equivalents that made up nearly 60% of its book value.  We have petitioned the company to move towards a more independent board and improve its capital efficiency.

We have also been suggesting to the management of Japan Exchange Group that they make a clear statement on what they consider to be excess capital, and how they intend to use these funds. The company has announced a share buyback, which we see as a positive step, but we still see room for further improvement.

Across other areas, we reached out to endoscope maker Olympus to discuss its disclosure on responsible marketing. We were encouraged to learn that the company intends to set specific key performance indicators and action plans for the issues that have been identified internally and we will continue to track its progress in this area. We also engaged with Seven & i regarding the restructuring of its domestic businesses, a governance factor as it concerns good use of capital on its balance sheet.

You can read more about our engagement efforts in our case study on Keyence on page 34 of the 2023 Annual Report.

Portfolio Review

The Company's NAV fell by 4.4% in sterling total return terms during the year to 31 March 2023, underperforming the benchmark's (TOPIX Index) rise of 2.8%.

The Company's underperformance was primarily due to currency and stock selection effects. Within the portfolio, industrial, financial and healthcare stocks have generally detracted. However, information technology, communication services and consumer staples sectors have been positive for performance.

In terms of individual holdings, Ajinomoto performed well. The seasonings manufacturer delivered consistently good results as it grew its sales despite price increases. Semiconductor tester maker Advantest also contributed to returns, owing to growing confidence in the prospects for artificial intelligence ("AI"). Investors expect increased use of AI will boost demand for high-performance computing chips. AI marketing solution provider Appier Group was another key contributor on the back of good results.

The biggest detractor from performance was ValueCommerce, which was sold during the period. Its share price lagged on concerns that its parent company was introducing competing online marketing solutions. Electronic component maker Kohoku Kogyo reported weaker earnings due to a rapid rise in metal prices, but the company expects to pass this cost inflation on through price increases with a time lag of a few months. In our view, Kohoku's pricing power stems from a lack of competitors that can match its product quality and cost leadership.

Portfolio Activity

Over the year we added stocks to the portfolio which we believe offer good potential for upside in the current economic environment. In the first six months, the initiations were across various sectors. We invested in Seven & i, the convenience shop chain which benefits from economies of scale and a strong logistical advantage. The market is discounting the potential for meaningful restructuring of its domestic businesses which we see as an opportunity to add value. We also bought Olympus, the leader in gastrointestinal endoscopes, which has grown market share by investing in service centres and customer training. Another new holding was system integrator Nomura Research Institute ("NRI"). We believe Japanese corporate technology spend will remain firm, given rising digitisation and digitalisation, and NRI has a track record of providing high value-added solutions. We also introduced Katitas, which buys properties at appealing discounts, then re-models them into good quality homes for sale at affordable prices.

In the second half of the year, we initiated positions in Suntory Beverage & Food, MUFJ, Hitachi and Internet Initiative Japan. Suntory Beverage & Food owns many leading soft drinks brands across the globe. The company offers attractive exposure to resilient consumption trends in the soft-drinks market. Its focus on the low-sugar, energy and health-conscious segments has enabled the company to grow at a faster pace than the industry generally. Under its current management, geographic expansion into Vietnam and Thailand has proved successful and we see this as key to its further growth. In its home market of Japan and in Europe, price increases, product revamps and operational restructuring support further growth in sales and margins.

MUFJ is the largest of the three mega-banks in Japan with significant overseas operations that contribute a third of the group's profits. Under the current management led by CEO, Hironori Kamezawa, we believe that the company has become committed to a more disciplined and shareholder friendly approach to capital management. Its efforts to improve capital efficiency include the sale of US-based Union Bank last year. At the same time, MUFJ assesses new acquisitions based on stringent criteria. As the company uses excess capital to maintain attractive shareholder returns or fund growth initiatives, we believe that its share price discount will gradually narrow.

At the broader industry level, we have previously been concerned about the impact of the BoJ's policy. However, the recent adjustment to the trading band for 10-year Japanese government bonds showed the potential for policy changes to positively impact the banking sector.

Hitachi is Japan's major industrial and engineering conglomerate, covering a broad range of manufacturing and services in power generation, defence systems, electronics, construction and infrastructure, digital and other products. Over the past decade, its restructuring has led to an expansion in margins and a portfolio that is more resilient over differing business cycles. We expect its profitability and growth to improve further, led by the power-grid business that has world-leading technology for power-loss reduction during transmission. Hitachi stands to benefit from greater demand for renewable energy, as well as Lumada, an Internet of Things ("IoT") platform, and digital product engineering company GlobalLogic, which will capture rising digitalisation demand for factories and infrastructure.

Internet Initiative Japan is one of two business-to-business internet service providers remaining in Japan. The company is uniquely positioned to capture the rising corporate demand for bandwidth on the back of digital transformation needs. It can also leverage on its network know-how to cross-sell other services such as IoT, network security and system integration.

To fund these more attractive opportunities, we sold our positions in electronics components supplier Murata Manufacturing on concerns over an inventory correction affecting its earnings, semiconductor maker Sanken Electric, and laboratory operator BML. As we mentioned in the Half Yearly Report, this was a small holding which had benefited from the rise in testing over the Covid-19 pandemic. With the impact of the pandemic waning, we saw more limited potential for upside.

More recently, we sold Workman, over concerns that the company's unwillingness to raise prices in spite of cost inflation will lead to a deterioration in profitability and Heiwa Real Estate, in view of limited further upside to shareholder returns. ValueCommerce was another disposal. This company generates a large portion of its profits from providing advertising solutions to tenants on the e-commerce platforms of Z Holdings, which recently introduced competing advertising solutions. Other sales included Fukui Computer, which we sold due to concerns over a reduction in government subsidies affecting demand, and Renesas Electronics, Nippon Sanso and Daifuku, in view of better opportunities elsewhere.

Outlook

Looking ahead, there is cause for optimism. The macroeconomic conditions that have hurt some of our holdings in the recent past appear to be reversing: the yen has strengthened, inflationary pressures are easing, and interest rate rises are moderating. While there are still concerns that the market may be underestimating the persistence of inflation, and that geopolitics could still lead to sudden changes in the economic outlook, we believe that the prospects for better run businesses in Japan should improve and, over time, see them outperform. We remain true to our investment philosophy: that investing in a group of well-run companies, alongside increasing active engagement, will lead to better outcomes for shareholders.

 

Kwok Chern-Yeh,
abrdn Japan Limited

5 June 2023



Overview of Strategy

Business Model

This report provides shareholders with details of the Company's current business model and strategy as well as the principal risks and challenges it faces.

The Company is an investment trust which seeks to deliver a competitive return to its shareholders through the investment of its funds in accordance with the investment policy as approved by shareholders.

The Board appoints and oversees an investment manager, decides the appropriate financial policies to manage the assets and liabilities of the Company, ensures compliance with legal and regulatory requirements and reports objectively to shareholders on performance.

Investment Objective and Purpose

To achieve long-term capital growth principally through investment in listed Japanese companies which are believed by the Investment Manager to have above average prospects for growth.

The Board's strategy is represented by its investment policy, financial policies, and risk management policies.

Investment Policy

The Company primarily invests in the shares of companies which are listed in Japan. The portfolio is constructed through the identification of individual companies of any market capitalisation and in any business sector, which offer long-term growth potential.

The portfolio is selected from the 3,800 listed stocks in Japan and is actively managed to contain between 30 and 70 stocks which, in the Manager's opinion, represent the best basis for producing higher returns than those of the market as a whole in the long term. There will therefore inevitably be periods in which the Company's portfolio either outperforms or underperforms the market as represented by the Company's benchmark.

The Board does not impose any restrictions on these shorter term performance variations from the benchmark, nor any limits on the concentration of stock or sector weightings within the portfolio, except that no individual shareholding shall exceed 10% of the Company's portfolio at the time of purchase, although market movements may subsequently increase
this percentage.

The full text of the Company's investment policy is provided on page 91 of the 2023 Annual Report.

Benchmark Index

Tokyo Stock Price Index, TOPIX (in Sterling terms)

Investment Approach

The Investment Manager's investment philosophy is that markets are not always efficient. The Investment Manager's approach is therefore that superior investment returns are attainable by investing in companies with good fundamentals and above average growth prospects that in the Investment Manager's opinion drive share prices over the long-term. The Investment Manager follows a bottom-up investment process based on a disciplined evaluation of companies through active engagement, at least twice a year, with management on performance including environmental, social and governance issues by its fund managers who are based in Japan and supported by the Manager's Asian investment team in Singapore. The Manager estimates a company's worth in two stages; quality, defined by reference to management, business focus, the balance sheet and corporate governance; and then price, calculated by reference to key financial ratios, the market, the peer group and business prospects. Understanding a company's management and gauging its experience is essential and no stock is bought without the fund managers having first met management.

Stock selection is key in constructing a diversified portfolio of companies with macroeconomic, political factors and benchmark weightings being secondary. 

Given the long-term fundamental investment philosophy, the Manager expects to hold most companies in which the Company invests for extended periods of time.

Financial Policies

The Board's main financial policies cover the management of shareholder capital, risk management of the Company's assets and liabilities, including currency risk, the use of gearing and the reporting to shareholders of the Company's performance and financial position.

Management of shareholder Capital

The Board's policy for the management of shareholder capital is primarily to ensure its long term growth. This growth will reflect both the Manager's investment performance and from time to time the issue of shares, when sufficient demand exists to do this, without diluting the value of existing shareholder capital.

The Board's dividend policy is to make distributions on a semi-annual basis and currently consists of the Company's earnings for the year, 3.0p per share released from the revenue reserves and an amount from the distributable capital reserves.

The Board may authorise the buyback of shares in order to avoid excessive variability in the discount and if, despite this, the average discount exceeds 10% during the 90 day period preceding its financial year end, the Board will offer shareholders the opportunity to vote on the continuation of the Company at a general meeting. The average discount for this year's monitoring period was above the target, requiring a continuation vote to be put to shareholders at the next Annual General Meeting ("AGM") or a general meeting held before the AGM, to be confirmed in due course.

Risk Management

The policy for risk management is primarily focused on the investment risk in the portfolio using the Manager's risk management systems and risk parameters, overseen by the Board.

Derivatives

The Company may use derivatives from time to time for the purpose of mitigating risk in its investments. The performance of the Company is subject to fluctuations in the Yen/£ exchange rate. The Company's exposure to Yen fluctuations is partially offset by the natural hedge provided by any borrowing in Yen as well as by investments in Japanese companies which have significant sources of income from exports of goods or from non-Japanese operations.

The wider corporate risks, including those arising from the increasingly regulated and competitive marketplace, are managed directly by the Board. The principal risks are more fully described under the paragraph 'Principal Risks and Uncertainties'.

Use of Gearing

Gearing is the amount of borrowing used to increase the Company's portfolio of investments in order to enhance returns when and to the extent it is considered appropriate to do so or to finance share buybacks when necessary. The level of borrowing under the Company's investment policy is subject to a maximum of 25% of net assets but will normally be set at a stable and lower level than the maximum. The Board has currently established a gearing level of around 10% of net assets although, with stock market fluctuations, this may range between 5% and 15%.

Principal Risks and Uncertainties

There are a number of risks which, if realised, could have a material adverse effect on the Company and its business model, financial position, performance and prospects.

The Board has in place a robust process to identify, assess and monitor the principal risks and uncertainties facing the Company and to identify and evaluate newly emerging risks, such as geopolitical risk and cyber risk referenced in the table below. The Company's risks are regularly assessed by the Audit Committee and managed by the Board through the adoption of a risk matrix which identifies the key risks for the Company, including emerging risks, and covers strategy, investment management, operations, shareholders, regulatory and financial obligations and third party service providers. The principal risks and uncertainties facing the Company, which have been identified by the Board, are described in the table below, together with the mitigating actions.

Description

Mitigating Action

Market, Economic and Political Risk

The Company's assets consist mainly of listed securities and the principal risks are therefore market-related. This includes concerns about stock market volatility caused by geopolitical instability, political change, economic growth, interest rates, currency, and other price risks, as well as national or global crises that are harder to predict and may cause major market shocks

An explanation of these risks and the management of them is included in Note 16 to the Financial Statements on pages 81 to 83 of the 2023 Annual Report. The risk is considered to have increased due to increased interest rates and inflation. The Board considers the composition and diversification of the portfolio by industry, size and growth rates, as well as purchases and sales, at each meeting, and in monthly papers. Individual holdings are discussed with the Manager, as well as views by sector and industry.

Investment Strategy Risk

The Company and its investment objective may become unattractive to investors, leading to reduced returns for shareholders, decreased demand for the Company's shares, reduced value of shareholder funds and possible widening of the share price discount to NAV.

The Board regularly reviews and monitors: the Company's investment objective, policy and strategy; the portfolio and its performance; longer term trends in investor demand; and the performance of the Manager in operating the investment policy against the long-term objectives of the Company. If appropriate, the Board can propose changes in the investment objective or undertake a strategic review as it has done this year.  The risk increased during the year due to the widening discount of the share price to NAV.

Investment Management Risk

Investment risk arises from the Company's exposure to variations of share prices within its portfolio in response to individual company and to wider Japanese or international factors. Investment in a focussed portfolio of shares can lead to greater short-term changes in the portfolio's value than in a larger portfolio of stocks and these variations will be amplified by the use of gearing. Inappropriate investment decisions may result in the Company's underperformance against the benchmark index and peer group and a widening of the
Company's discount.

The Board relies on the Investment Manager's skills and judgment to make investment decisions based on research and analysis of stocks and sectors. The Board regularly monitors the investment performance of the portfolio and reviews holdings, purchases and sales on a monthly basis, as well as with the Manager at Board meetings. The Board regularly reviews performance data and attribution analysis and other relevant factors and, were any underperformance seen as likely to be sustained, would be able to take remedial measures, such as a strategic review.

Operational Risk

The Company relies on a number of third-party service providers, principally the Manager, Registrar, Custodian and Depositary. Major events or market developments, including significant corporate transactions, geopolitical developments or global pandemic may impact the operations and services provided by third-party suppliers.

The Manager has extensive business continuity procedures and contingency arrangements to ensure that they are able to continue to service their clients. Third parties are subject to risk-based reviews by the Manager. The Board reviews reports on the operation and efficacy of the risk management and control systems of the Manager and other key third- party service providers, including those relating to cyber security and cybercrime.

Regulatory Risk

The Company operates under a complex regulatory environment. Serious breaches of regulations, such as Section 1158 of the Corporation Tax Act 2010, the UKLA Listing Rules, Companies Act 2006 and the Alternative Investment Fund Managers Directive could lead to a number of detrimental outcomes and reputational damage.

The Board is active in ensuring that it fully complies with all applicable laws and regulation and is assisted by the Manager and other advisers in doing this. The Board believes that, while the consequences of non-compliance can be severe, the control arrangements it has put in place reduce the likelihood of
this happening.

Share Price and Discount Risk

The principal risks described above can affect the movement of the Company's share price and in some cases have the potential to increase the discount in the market value of the Company compared with the NAV.

The price of the Company's shares and its discount to NAV are not wholly within the Company's control, as both are subject to market volatility. The discount has widened during the year. The Board has limited influence over the discount, when deemed to be in the best interests of shareholders, through its ability to authorise the buyback of existing shares up to a limit agreed by shareholder resolution. The share price, NAV and discount are monitored daily by the Manager and regularly reviewed by the Board.

 

If the average discount exceeds 10% during the 90 day monitoring period preceding the Company's financial year end, the Board will offer shareholders the opportunity to vote on the continuation of the Company at a general meeting. A continuation vote has been triggered by the widening discount and, accordingly, will be put to shareholders at the forthcoming AGM.

Leverage

The Company may borrow money for investment purposes. If investments fall in value, gearing has the effect of magnifying the extent of this fall.

The maximum level of borrowing permitted by the Company's investment policy is 25% of net assets. All borrowing requires prior approval of the Board. In order to manage the level of gearing, the Board has established a gearing level of around 10% of net assets although, with stock market fluctuations, this may range between 5% and 15%. The Board regularly reviews the Company's gearing levels and its compliance with bank covenants.

ESG Risks

There is a risk that the Manager's integration of ESG in the investment process is not optimised, potentially leading to loss of value to the Company's portfolio. The Manager also monitors and responds to ESG and sustainability risks at portfolio companies as they evolve over time. This may have a positive or negative impact on performance.

The Board supports the Manager's approach to integration of ESG in Equity investing, including its active engagement with companies and analysis of ESG and risks associated with climate change. The Board reviews ESG engagement by the Manager on a quarterly basis, and company research notes in the board papers address and rate ESG risks for all new investments.



Promoting the Success of the Company

The Board is required to report on how it has discharged its duties and responsibilities under section 172 of the Companies Act 2006 (the "s172 Statement"). Under section 172, the Directors have a duty to promote the success of the Company for the benefit of its members as a whole, taking into account the likely long term consequences of decisions, the need to foster relationships with the Company's stakeholders and the impact of the Company's operations on the environment.

The Board comprises four independent non-executive Directors and has no employees or customers in the traditional sense. As the Company has no employees, the culture of the Company is embodied in the Board of Directors. The Board seeks to promote a culture of strong governance and to challenge, in a constructive and respectful way, the Company's advisers and other stakeholders.

The Board's principal concern has been, and continues to be, the interests of the Company's shareholders and potential investors.

The Manager undertakes an annual programme of meetings with the largest shareholders and investors and reports back to the Board on issues raised at these meetings. The Investment Manager, who is based in the Manager's Tokyo office, will attend such meetings. The Board encourages all shareholders to attend and participate in the Company's AGM and shareholders can contact the Directors via the Company Secretary. Shareholders and investors can obtain up-to-date information on the Company through its website and the Manager's information services and have direct access to the Company through the Manager's customer services team or the Company Secretary.

As an investment trust, a number of the Company's functions are outsourced to third parties. The key outsourced function is the provision of investment management services to the Manager and other stakeholders support the Company by providing secretarial, administration, depositary, custodial, banking and audit services.

The Board undertakes a robust evaluation of the Manager, including investment performance and responsible ownership, to ensure that the Company's objective of providing sustainable income and capital growth for its investors is met. The Board typically visits the Manager's offices in Tokyo annually and last visited in November 2022. This enables the Board to conduct face to face meetings with the fund management and research teams. The portfolio activities undertaken by the Manager on behalf of the Company can be found in the Manager's Review and details of the Board's relationship with the Manager and other third party providers, including oversight, is provided in the Statement of Corporate Governance (pages 44 to 49 of the 2023 Annual Report).

Whilst the Company's direct operations are limited, the Board recognises the importance of considering the impact of the Company's investment strategy and policy on the wider community and the environment. The Board believes that its oversight of environmental, social and governance ("ESG") matters is an important part of its responsibility to stakeholders, and its proper consideration aligns with the Company's objective to achieve long-term capital growth. The Board's review of the Manager includes an assessment of their approach to ESG integration in the investment process. Further information can be found on pages 92 to 94 of the 2023 Annual Report.

During the year, the Board focused on the performance of the Manager in achieving the Company's investment objective within an appropriate risk framework. In addition to ensuring that the Company's investment objective was being pursued, key decisions and actions undertaken by the Directors during the financial year and up to the date of this report have included:

-      conducting an extensive review of investment strategies in the Japan fund sector following the ongoing evaluation of the performance of the Manager, and in view of the requirement to hold a continuation vote under the articles of association. As a result of this process, the Board has announced the agreement of heads of terms for a proposed combination of the assets of the Company with the assets of Nippon Active Value Fund plc.

-      renewal of the Company's fixed-term loan facility which matured in January 2023, in order to continue to take advantage of the Company's investment structure to allow the use of gearing, where appropriate, to enhance long-term total returns to shareholders.

-      the appointment of Johnston Carmichael LLP as the Company's external auditor, following an early audit tender (more details can be found on page 10 of the 2023 Annual Report).

-      change of the Company's registrar following review of contract provisions, specifically around data protection, and fees (new contact details can be found on page 106 of the 2023 Annual Report).

-      the decision to pay an interim dividend of 5.0p per share and a second interim dividend of 7.0p.

In summary, the Directors are cognisant of their duties under section 172 and decisions made by the Board take into account the interests of all of the Company's key stakeholders and reflect the Board's belief that the long-term sustainable success of the Company is linked directly to its key stakeholders.

Key Performance Indicators ("KPIs")

Performance is compared against the Company's benchmark, the TOPIX Index in sterling terms, and its Peer Group. In view of the Manager's style of investing, there can be, in the short-term, considerable divergence from both comparators. The Board uses a three year rolling performance for the following KPIs: total NAV return against the benchmark index and share price total return compared with the Peer Group. The KPI for the discount comparison to its Peer Group is over one year. The Company's Ongoing Charges Ratio ("OCR") is compared with the Peer Group, taking into account its size, to ensure that total running costs remain competitive.

KPI

Achievement of KPI

NAV (total return) relative to the Company's benchmark index (3 years)A

No

Share price (total return) vs Peer Group (3 years)A

No

Discount or premium of the share price to NAV vs Peer Group on an annual average (1 year)A

No

OCR vs Peer Group B

No

A See page 22 of the 2023 Annual Report for details of key performance indicator results.

B See page 87 of the 2023 Annual Report for details of the OCR calculation.

Over the three year period to 31 March 2023, the Company underperformed against all of the KPI's monitored by the Board.

Duration

The Company does not have a fixed life. However, under the articles of association (the "Articles"), if, in the 90 days preceding the Company's financial year-end (31 March), the Ordinary shares have been trading, on average, at a discount in excess of 10% to the underlying NAV over the same period, notice will be given of an ordinary resolution to be proposed at the following AGM to approve the continuation of the Company. In the 90 days to 31 March 2023, the Ordinary shares traded at an average discount of 14.0% to the underlying NAV and therefore exceeded the 10% limit defined in the Articles. A continuation vote is therefore required. A notice confirming the date of the AGM will be sent in due course together with details of General Meetings where resolutions will be recommended relating to the Proposal.

Board Diversity

The Board recognises the importance of having a diverse group of Directors with the appropriate mix of competencies and expertise to allow the Board to fulfil its obligations. At 31 March 2023 there were two male Directors and two female Directors, all of whom bring a variety of knowledge, experience and skills and contribute individually to the Board's performance. Further detail, including the Board's first formal Diversity Statement, is provided on pages 45 to 46 of the 2023 Annual Report.

Employee, Environmental, Social & Human Rights Issues

The Company has no employees as it has delegated operational management to the Manager. There are therefore no disclosures to be made in respect of employees. Further information on the Manager's approach to socially responsible investment can be found on pages 92 to 94 of the 2023 Annual Report.

Global Greenhouse Gas Emissions and Streamlined Energy and Carbon
Reporting ("SECR")

All of the Company's activities are outsourced to third parties. The Company therefore has no greenhouse gas emissions to report from the operations of its business other than Directors' travel, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013. For the same reason as set out above, the Company considers itself to be a low energy user under the SECR regulations and therefore is not required to disclose energy and carbon information.

Modern Slavery Act

Due to the nature of the Company's business, being a company that does not offer goods and services to customers, the Board considers that it is not within the scope of the Modern Slavery Act 2015 because it has no turnover. The Company is therefore not required to make a slavery and human trafficking statement. In any event, the Board considers the Company's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter.

Viability Statement

The Company's business model is designed to deliver long term capital growth to its shareholders through investment in readily realisable stocks in the Japanese equity markets. Its plans are therefore based on having no fixed or limited life provided the global equity markets continue to operate normally.

The Board has assessed the Company's prospects over a three year period, notwithstanding its announcement on 18 May 2023 of the proposed combination with NAVF and the material uncertainty identified in relation to this matter. The Board considers that this period reflects a balance between looking out over a long-term horizon and the inherent uncertainties of looking out further than three years. In assessing the viability of the Company over the review period the Directors have focused upon the following factors:

-      The requirement under the articles of association to hold a continuation vote at the next AGM;

-      The ongoing relevance of the Company's investment objective in the current economic environment, considered via an extensive strategic review;

-      The Proposal arising from the strategic review, to combine the assets of the Company with those of NAVF by means of a section 110 scheme of reconstruction, which is subject to shareholder and regulatory approvals at the date of this Annual Report;

-      The principal risks detailed in the strategic report on pages 16 to 17 of the 2023 Annual Report and the steps taken to mitigate these risks;

-      The liquidity of the Company's underlying portfolio, which is invested in liquid and readily realisable securities;

-      Recent stress testing has confirmed that shares can be easily liquidated, despite continued uncertainty and a volatile economic environment;

-      The level of forecast revenue surplus generated by the Company and its ability to achieve the dividend policy;

-      The level of gearing is closely monitored by the Board. Covenants are actively monitored and there is adequate headroom in place; and

-      The Company has a fixed term loan facility of JPY 1.3 billion in place until January 2024 and a revolving loan facility of JPY 1.0 billion in place until December 2024. The Company has the ability to renew or repay its gearing through proceeds from equity sales.

Following the strategic review, the Board believes that the Proposal will benefit shareholders and expects that the required approvals will be received at a general meeting of the Company. Should the Proposal not receive the necessary approval, or the Continuation vote not be passed, the Board believes from the work carried out during their review, that other attractive options remain available for shareholders in the Japan sector which can be pursued.   

Accordingly, taking into account the Company's current position and its prospects, and the potential impact of its principal risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of three years from the date of this Report.

In making this assessment, the Board has considered that matters such as significant economic or stock market volatility (including the possibility of a greater than anticipated economic impact of geopolitical developments), a substantial reduction in the liquidity of the portfolio, or changes in investor sentiment, and the outcome of the general meeting(s), could have an impact on its assessment of the Company's prospects and viability in the future.

The Strategic Report was approved by the Board of Directors and signed on its behalf for abrdn Japan Investment Trust plc (formerly named Aberdeen Japan Investment Trust plc) by:

 

Karen Brade,
Chairman
5 June 2023



Results

Key Performance Indicators

Return since

1 year

3 year

5 year

8 October 2013

return

return

return

(change of mandate)

Net asset value total returnA

-4.4%

+14.9%

+6.5%

+100.4%

Topix Index total return

+2.8%

+24.8%

+19.5%

+105.1%

Share price total returnA

-10.0%

+8.5%

+5.3%

+85.8%

Peer Group share price total return

-6.4%

+29.3%

+6.5%

+118.5%

Over period since

Over

Over

Over

8 October 2013

1 year

3 years

5 years

(change of mandate)

Average discount - Company

-14.5%

-12.5%

-12.1%

-10.8%

Average discount - Peer Group

-9.6%

-8.6%

-7.5%

-6.7%

A Considered to be an Alternative Performance Measure. See page 88 of the 2023 Annual Report for further details.

Source: abrdn plc, Lipper & Morningstar.

Peer group is the average of Baillie Gifford Japan, CC Japan Income & Growth, Fidelity Japan, JP Morgan Japanese and Schroder Japan Growth.

Ten Year Financial Record

Year to 31 March

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Total revenue (£'000)

1,710

1,222

1,681

2,015

1,879

1,839

1,981

1,815

1,996

1,804

Per share (p)

Net revenue return

6.00

3.70

5.67

7.25

6.59

6.83

8.08

6.57

8.54

7.11

Total return

(30.91)

174.47

(36.18)

102.69

75.83

(70.63)

19.03

203.49

(81.70)

(33.72)

Dividends paid from revenue reserves

4.50

2.60

4.20

6.00

5.20

5.40

11.00

9.50

11.50

10.10

Dividends paid from capital reserves

-

-

-

-

-

-

4.00

5.50

3.50

1.90

Net asset value

377.94

547.91

511.29

611.41

682.31

607.89

617.09

807.66

713.43

667.26

shareholders' funds (£'000)

55,148

79,949

79,723

92,168

100,472

88,025

85,206

107,438

89,930

82,954



Ten Largest Investments

As at 31 March 2023

4.6%

Total assets

Sony Corporation

The electronics giant has a dominant market share in image sensors and video games. The company has been able to leverage on these and its other distinct businesses - particularly in music, TV and motion pictures - to collectively create greater value.


4.0%

Total assets

Tokio Marine Holdings, Inc.

Tokio Marine is the most progressive of the three largest local property and casualty insurers. Of note is its positive view on shareholder returns, which we expect will grow gradually as it makes further inroads abroad that add value to its business.






3.7%

Total assets

Keyence Corporation

Keyence runs an efficient direct sales organisation that develops and manufactures sensors, vision systems, barcode readers, and laser markers, amongst other factory automation equipment, across the world. The company has a cash generative business and is backed by a strong balance sheet and technological expertise.


3.2%

Total assets

Shin-Etsu Chemical Company

The Japanese maker of specialty chemicals remains a global leader in the majority of its businesses: PVC, silicon wafers, and silicones, amongst others. Over the long term, the company has been very prudent in its use of capital.






2.9%

Total assets

Advantest Corporation

Advantest operates in a duopolistic market of semiconductor testing equipment. Demand is expected to rise from increasingly complex components and from a wider range of applications, including 5G networks.

 


2.9%

Total assets

Asahi Group Holdings

Japan's largest brewer is well positioned to achieve growth through premiumisation, cost synergies and cross-selling across different brands and geographies. In addition to its leading market share in Japan, the company has a strong presence in Europe and Australia, a result of acquisitions in recent years.






2.8%

Total assets

Hitachi

Hitachi is Japan's major industrial and engineering conglomerate. Hitachi has gone through a restructuring over the last decade, which has led to an expansion in margins and a business portfolio that is more resilient to business cycles.


2.8%

Total assets

Misumi Group

Misumi produces and distributes precision machinery parts and other automation equipment, and it has successfully extended its business model abroad in recent years. We see its growth prospects underpinned by China and expansion to new areas such as logistics automation.






2.7%

Total assets

Nippon Paint Holdings Company

Nippon Paint is among the world's leading paint companies. It has a strong presence in decorative paints in Asia and Oceania, holding the top spot in both China and Australia. It derives most of its earnings from the decorative paint market in China.


2.4%

Total assets

Toyota Motor Corporation

The automaker has continued to gain market share and post strong profitability, despite a challenging operating environment. In the medium to longer term, the company's focus on research and technology places it ahead of many peers in the areas of autonomous driving, connectivity, sharing and subscription services, and electrification.



Investment Portfolio

As at 31 March 2023 

Valuation

Total

2023

investments

Company

Sector

£'000

%

Sony Corporation

Leisure Goods

4,279

4.6

Tokio Marine Holdings, Inc.

Non-life Insurance

3,699

4.0

Keyence Corporation

Electronic and Electrical Equipment

3,484

3.8

Shin-Etsu Chemical Company

Chemicals

2,994

3.2

Advantest Corporation

Technology Hardware and Equipment

2,754

3.0

Asahi Group Holdings

Beverages

2,734

2.9

Hitachi

General Industrials

2,613

2.8

Misumi Group

Industrial Engineering

2,589

2.8

Nippon Paint Holdings Company

General Industrials

2,511

2.7

Toyota Motor Corporation

Automobiles and Parts

2,252

2.4

Top ten investments

29,909

32.2

Resorttrust

Travel and Leisure

1,931

2.1

Tokyo Electron

Technology Hardware and Equipment

1,900

2.1

KDDI Corporation

Telecommunications Service Providers

1,862

2.0

Ibiden

Technology Hardware and Equipment

1,835

2.0

AGC

General Industrials

1,801

1.9

Tokyu Fudosan Holdings

Real Estate Investment and Services

1,792

1.9

Mitsubishi UFJ Financial Group

Banks

1,781

1.9

Seven & I Holdings                                   

Retailers

1,757

1.9

Ajinomoto

Food Producers

1,695

1.8

Welcia Holdings Company

Personal Care, Drug and Grocery Stores

1,673

1.8

Top twenty investments

47,936

51.6

Daiichi Sankyo

Pharmaceuticals and Biotechnology

1,657

1.8

Olympus Corporation                                         

Medical Equipment and Services

1,639

1.8

Daikin Industries

Construction and Materials

1,623

1.7

Nomura Research Institute                             

Software and Computer Services

1,584

1.7

Sho-Bond Holdings Company

Construction and Materials

1,549

1.7

Denso Corporation

Automobiles and Parts

1,519

1.6

Shoei Co

Household Goods and Home Construction

1,497

1.6

Suntory Beverage & Food                   

Beverages

1,478

1.6

Hoya Corporation

Medical Equipment and Services

1,451

1.6

Zenkoku Hosho Company

Finance and Credit Services

1,419

1.5

Top thirty investments

63,352

68.2

TechnoPro Holdings                               

Software and Computer Services

1,411

1.5

Astellas Pharma

Pharmaceuticals and Biotechnology

1,396

1.5

Tokyo Century Corporation

Consumer Services

1,282

1.4

Jeol

Electronic and Electrical Equipment

1,219

1.3

Kaga Electronics

Technology Hardware and Equipment

1,191

1.3

Amada Company

Industrial Engineering

1,187

1.3

Fanuc Corporation

Industrial Engineering

1,186

1.3

Milbon Company

Personal Goods

1,176

1.3

Kansai Paint Company

General Industrials

1,152

1.2

Shiseido Company

Personal Goods

1,122

1.2

Top forty investments

75,674

81.5

Nabtesco Corporation

Industrial Engineering

1,097

1.2

Otsuka Corporation

Software and Computer Services

1,062

1.1

Internet Initiative Japan                           

Telecommunications Service Providers

1,043

1.1

Makita Corporation

Household Goods and Home Construction

1,029

1.1

Nitori Holdings

Retailers

1,024

1.1

Chugai Pharmaceutical Company

Pharmaceuticals and Biotechnology

965

1.0

Zuken

Software and Computer Services

887

1.0

Appier Group

Software and Computer Services

823

0.9

Daiseki Company

Waste and Disposal Services

735

0.8

Elecom Company

Technology Hardware and Equipment

725

0.8

Top fifty investments

85,064

91.6

Katitas                                           

Household Goods and Home Construction

686

0.7

Sansan

Software and Computer Services

678

0.7

As One Corporation

Medical Equipment and Services

636

0.7

Recruit Holdings Corporation

Industrial Support Services

630

0.7

Kohoku Kogyo

Electronic and Electrical Equipment

616

0.7

NEC Corporation

Technology Hardware and Equipment

608

0.7

Menicon Company

Medical Equipment and Services

567

0.6

Asahi Intecc Company

Medical Equipment and Services

517

0.6

Takuma

Construction and Materials

463

0.5

Yamaha Corporation

Leisure Goods

444

0.5

Top sixty investments

90,909

98.0

WealthNavi

Investment Banking and Brokerage Services

400

0.4

Scroll Corporation

Retailers

383

0.4

Nihon M&A Centre

Investment Banking and Brokerage Services

322

0.3

Japan Exchange Group

Investment Banking and Brokerage Services

287

0.3

Koito Manufacturing

Automobiles and Parts

272

0.3

JSB

Real Estate Investment and Services

249

0.3

Total investments

92,822

100.0

Unless otherwise stated, foreign stock is held and all investments are equity holdings. 



Investment Case Studies

Keyence Corporation

Keyence Corporation ("Keyence") specialises in making precision equipment used in factory automation, such as sensors, measurement devices, lasers, barcode readers and other devices. The company was founded almost 50 years ago and has grown steadily to become a global leader in factory automation and inspection equipment for manufacturing and research and development needs.

Standing out above its peers

Keyence has been included in the Company's portfolio since the change in mandate in 2013. From a top-down perspective, the Investment Manager believes that factory automation is a secular growth sector, as companies globally are increasingly automating processes to reduce labour costs and improve production standards. Keyence has, over time, positioned itself as a global leader, growing its customer base across a wide range of sectors with diverse requirements.

The Investment Manager has been impressed by the company's resilience through cycles. In the past few years, Keyence has delivered solid results with growth across its key markets and geographical regions, with five-year operating profit compound annual growth rate of 11%. The company runs on a fabless model, this means that it outsources its manufacturing process rather than making its products in-house, which allows it to operate a capital-light model. In more recent times, Keyence has weathered supply chain headwinds well, focusing on same-day shipment of its products. This is thanks to a flexible procurement and inventory management strategy, which includes dual sourcing and component interchangeability.

Keyence operates a direct sales model. Its in-house consultants develop products that meet the latest customer requirements. Keyence continues to expand sales locations and build its workforce overseas. This has allowed the company to be nearer to its customers locally and hence more responsive to their needs, which adds value to customers and builds loyalty.

Areas of engagement: Improving shareholder returns

A key area of the Investment Manager's engagement has been around the dividend. More broadly, returning capital to shareholders has also been an area of focus within corporate Japan, with the Tokyo Stock Exchange, among others, placing pressure on listed companies to return excess cash to investors. Keyence raised its annual dividend forecast for the financial year ended March 2023 by 50%. In its interaction with the company, the Investment Manager has discussed shareholder returns and has voted against its dividend policy at shareholder meetings.

Despite the increased pay-out, the company continues to hold cash and cash equivalents on its books that amount to nearly 80% of its total assets, and more than 10% of its market capitalisation. The company is able to pay out more to its shareholders, and the Investment Manager continues to engage on this subject, using proxy votes to reinforce good governance where required.



Zenkoku Hosho Company

Zenkoku Hosho Company ("Zenkoku") is the largest independent guarantor of home mortgages in Japan. It offers guarantee services for mortgages, and educational and card loans. The company is also involved in the insurance-agency and credit-research businesses.

Founded in 1981 to guarantee housing loans originated by the Japan Housing Finance Agency, Zenkoku now focuses on residential mortgages provided by private banks. In its early years it dealt mainly with smaller regional financial institutions, but has since used its track record, know-how and scale to gain market share with regional, city and
trust banks.

Broad knowledge and experience to drive market share gains and earnings

Over the past decade, regional banks have increasingly outsourced mortgage guarantees as a means of hedging credit risk in new territories. Guarantee services offered by third parties like Zenkoku have grown at a significant pace as a result.

Zenkoku's competitive edge lies in a broad database of local property values and deep expertise in handling defaults. This means it can underwrite credit guarantees anywhere in Japan. Its local rivals may have built up well in specific regions but are finding a wider knowledge base harder to acquire.

Looking ahead, Zenkoku's earnings are expected to be driven by growth in mortgage guarantees as more and more banks outsource this service in an effort to improve their capital ratios and minimise credit risk within their retail operations. The company has also taken market share from banks' captive insurers as some banks expand housing loans to less familiar customer segments
or regions.

Areas of engagement: Better capital discipline and board independence and diversity

The Investment Manager has engaged extensively with Zenkoku over several years to encourage better capital discipline. This has included focusing on its capital adequacy ratio (a measure of available capital against risk). It has reiterated that there is room for greater capital return and emphasised the importance of shareholder returns, as excessive capital on the balance sheet negatively impacts the company's return on equity ratio ("ROE").

In March 2023, the company announced a new medium-term plan, which is viewed as a meaningful step in the right direction. Management is committed to a minimum ROE target predicated not only on growing net profits, but also on capital discipline through increased shareholder return. The plan will require the company to materially raise pay-out ratios over the next three years, in conjunction with increased ad hoc buybacks to prevent overcapitalisation of the balance sheet.

The Investment Manager has also engaged on board independence and diversity and requested that the company consider appointing an additional external director to achieve a majority independent board and a better gender balance.

Social risks are also material to Zenkoku, especially regarding its workforce. Here, the company continues to develop its human capital management framework, pursuing a better working environment for its employees and offering skills upgrading programmes for its employees.



Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law, including FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

-      select suitable accounting policies and then apply them consistently;

-      make judgements and estimates that are reasonable and prudent

-      state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-      assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

-      use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the annual financial report

We confirm that to the best of our knowledge:

-      the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

-      the strategic report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

In accordance with Disclosure Guidance and Transparency Rule 4.1.14R, the financial statements will form part of the annual financial report prepared using the single electronic reporting format under the TD ESEF Regulation. The auditor's report on these financial statements provides no assurance over the ESEF format.

We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

For and on behalf of abrdn
Japan Investment Trust plc
Karen Brade,

Chairman
5 June 2023



Statement of Comprehensive Income

Year ended 31 March 2023

Year ended 31 March 2022

Revenue

Capital

Total

Revenue

Capital

Total

Notes

£'000

£'000

£'000

£'000

£'000

£'000

Net losses on investments

10

-

(5,002)

(5,002)

-

(11,731)

(11,731)

Income

3

1,804

-

1,804

1,996

-

1,996

Exchange gains

14

-

297

297

-

501

501

Management fee

4

(213)

(320)

(533)

(276)

(413)

(689)

Administrative expenses

5

(463)

(10)

(473)

(353)

(6)

(359)

Net return before finance costs and taxation

1,128

(5,035)

(3,907)

1,367

(11,649)

(10,282)

Finance costs

6

(56)

(84)

(140)

(57)

(85)

(142)

Net return before taxation

1,072

(5,119)

(4,047)

1,310

(11,734)

(10,424)

Taxation

7

(180)

-

(180)

(200)

-

(200)

Net return after taxation

892

(5,119)

(4,227)

1,110

(11,734)

(10,624)

Return per Ordinary share (pence)

9

7.11

(40.83)

(33.72)

8.54

(90.24)

(81.70)

The total column of this statement represents the profit and loss account of the Company.

All revenue and capital items in the above statement derive from continuing operations.

The accompanying notes are an integral part of the financial statements.

 

Statement of Financial Position

As at

As at

31 March 2023

31 March 2022

Notes

£'000

£'000

Fixed assets

Investments held at fair value through profit or loss

10

92,822

99,576

Current assets

Debtors

11

767

1,154

Cash at bank and in hand

283

264

1,050

1,418

Creditors: amounts falling due within one year

12

Foreign currency bank loans

(10,319)

(10,634)

Other creditors

(599)

(430)

(10,918)

(11,064)

Net current liabilities

(9,868)

(9,646)

Net assets

82,954

89,930

Share capital and reserves

Share capital

13

1,582

1,582

Share premium

6,656

6,656

Capital redemption reserve

2,273

2,273

Capital reserve

14

70,987

77,788

Revenue reserve

1,456

1,631

Equity shareholders' funds

82,954

89,930

Net asset value per Ordinary share (pence)

15

667.26

713.43

The financial statements were approved and authorised for issue by the Board of Directors on 5 June 2023 and were signed on its behalf by:

Karen Brade

Chairman

The accompanying notes are an integral part of the financial statements.



Statement of Changes in Equity

Capital

Share

Share

redemption

Capital

Revenue

capital

premium

reserve

reserve

reserve

Total

Notes

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 31 March 2022

1,582

6,656

2,273

77,788

1,631

89,930

Return after taxation

-

-

-

(5,119)

892

(4,227)

Dividends paid

8

-

-

-

(691)

(1,067)

(1,758)

Purchase of Ordinary shares to be held in treasury

13

-

-

-

(991)

-

(991)

Balance at 31 March 2023

1,582

6,656

2,273

70,987

1,456

82,954

For the year ended 31 March 2022

Capital

Share

Share

redemption

Capital

Revenue

capital

premium

reserve

reserve

reserve

Total

Notes

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 31 March 2021

1,582

6,656

2,273

95,169

1,758

107,438

Return after taxation

-

-

-

(11,734)

1,110

(10,624)

Dividends paid

8

-

-

-

(724)

(1,237)

(1,961)

Purchase of Ordinary shares to be held in treasury

13

-

-

-

(4,923)

-

(4,923)

Balance at 31 March 2022

1,582

6,656

2,273

77,788

1,631

89,930

The accompanying notes are an integral part of the financial statements.



Statement of Cash Flows

Year ended

Year ended

31 March 2023

31 March 2022

£'000

£'000

Operating activities

Net return before taxation

(4,047)

(10,424)

Adjustment for:

Losses on investments

5,002

11,731

Increase/(decrease) in other creditors

85

(114)

Finance costs

140

142

Expenses taken to capital reserve

10

6

Foreign exchange gains

(297)

(501)

Overseas withholding tax

(180)

(200)

Decrease/(increase) in accrued dividend income

126

(31)

Decrease in other debtors

-

11

Net cash inflow from operating activities

839

620

Investing activities

Purchases of investments

(44,744)

(26,105)

Sales of investments

46,829

32,137

Expenses allocated to capital

(10)

(6)

Net cash inflow from investing activities

2,075

6,026

Financing activities

Bank and loan interest paid

(135)

(146)

Equity dividends paid

(1,758)

(1,961)

Purchase of own shares to treasury

(991)

(4,791)

Net cash outflow from financing activities

(2,884)

(6,898)

Increase/(decrease) in cash

30

(252)

Analysis of changes in cash during the year

Opening balance

264

528

Effects of exchange rate fluctuations on cash held

(11)

(12)

Increase/(decrease) in cash as above

30

(252)

Closing balance

283

264

The accompanying notes are an integral part of the financial statements.



Notes to the Financial Statements

For the year ended 31 March 2023

1.

Principal activity

The Company is a closed-end investment company, registered in England and Wales No. 03582911, with its Ordinary shares being listed on the London Stock Exchange.

1.                                             

2.

Accounting policies

(a)

Basis of accounting and going concern. The financial statements have been prepared in accordance with Financial Reporting Standard 102 and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("SORP") issued by the Association of Investment Companies ("AIC") in July 2022. They have also been prepared on the assumption that approval as an investment trust will continue to be granted.

The Board has considered and sought advice on the appropriateness of continuing to prepare the Financial Statements on a going concern basis. Notwithstanding the material uncertainty in relation to the announcement of the proposed combination of the Company's assets with the assets of NAVF - which would involve a scheme of reconstruction resulting in the voluntary liquidation of the Company - the Board concluded that it remained appropriate to continue to prepare the Financial Statements on a going concern basis.

The Company's assets consist mainly of equity shares in companies listed on a recognised stock exchange and in most circumstances, including in the current market environment, are considered to be realisable within a short timescale. The Board has reviewed the results of stress testing prepared by the Manager in relation to the ability of the assets to be realised in the current market environment.

The Company does not have a fixed life. However, under the articles of association, if, in the 90 days preceding the Company's financial year-end (31 March), the Ordinary shares have been trading, on average, at a discount in excess of 10% to the underlying NAV over the same period, notice will be given of an ordinary resolution to be proposed at the following AGM to approve the continuation of the Company. In the 90 days to 31 March 2023, the Ordinary shares traded at an average discount of 14.0% to the underlying NAV. Accordingly, a resolution on the continuation of the Company will be put to the Company's shareholders as part of the Proposal at the general meetings and AGM at a date to be notified to shareholders in due course.

The Company has a fixed term loan facility of JPY 1.3 billion in place until January 2024 and a revolving loan facility of JPY 1.0 billion in place until December 2024. The Board has set limits for borrowing and regularly reviews the Company's gearing levels and its compliance with bank covenants. A replacement option would be sought in advance of the expiry of the facility in January 2024, or, should the Board decide not to renew this facility, any outstanding borrowing would be repaid through the proceeds of equity sales as required.

The Company's portfolio comprises wholly "Level 1" assets (listed on a recognisable exchange and realisable within a short timescale). The results of stress testing prepared by the Manager, which models a sharp decline in market levels and income, demonstrated that the Company had the ability to raise sufficient funds so as to remain within its debt covenants and pay expenses.

Taking the above factors into consideration, the Board has a reasonable expectation that the Company has adequate resources to continue in operational existence and discharge its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the Board continues to adopt the going concern basis in preparing the financial statements.

On 18 May 2023, the Board announced its agreement in principle of Heads of Terms for the proposed combination of the assets of the Company with the assets of NAVF, to be implemented, subject to shareholder approval, through a scheme of reconstruction under section 110 of the Insolvency Act 1986, resulting in the voluntary liquidation of the Company. More detail can be found in the Chairman's Statement on pages 8 to 10 and in the RNS announcement itself.

The Board believes that the Proposal is in the best interests of shareholders and recommends that shareholders vote in favour of the relevant resolutions, including the continuation vote, at the general meetings to be held in due course, which would result in the scheme being implemented. However, due to the requirements for:

a) the continuation vote; and

b) approvals from shareholders of both companies, and for regulatory approval for NAVF's move to a premium listing on the Main Market of the London Stock Exchanges, which is a condition of the Proposal,

There can be no certainty of the outcome at the date of this Annual Report and, therefore, there remains material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern.

Should the Proposal not receive the necessary shareholder or regulatory approvals, or should the continuation vote not be passed, the Board believes from the work carried out during the strategic review, that other attractive options remain available for shareholders in the Japan fund sector, which can be pursued, and accordingly the Board has prepared the financial statements on a going concern basis.

The Company's financial statements are presented in Sterling, which is also the functional currency as it is the basis upon which shareholders operate and expenses are generally paid. All values are rounded to the nearest thousand pounds (£'000) except when otherwise indicated.

The accounting policies applied are unchanged from the prior year and have been applied consistently.

(b)

Valuation of investments. The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment strategy, and information about the portfolio is provided internally on that basis to the Company's Board of Directors. Accordingly, upon initial recognition the Company designates the investments 'at fair value through profit or loss'. Fair value is taken to be the investment's cost at the trade date (excluding expenses incidental to the acquisition which are written off in the Statement of Comprehensive Income, and allocated to 'capital' at the time of acquisition).

Subsequent to initial recognition, investments continue to be designated at fair value through profit or loss, which is deemed to be bid prices, where the bid price is available, or otherwise at fair value based on published price quotations.

(c)

Income. Dividends, including taxes deducted at source, are included in revenue by reference to the date on which the investment is quoted ex-dividend. Special dividends are reviewed on a case-by-case basis and may be credited to capital, if circumstances dictate. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of the cash dividend is recognised as income. Any excess in the value of the shares received over the amount of the cash dividend is recognised in capital reserves. Interest receivable on bank balances is dealt with on an accruals basis.

Where applicable the dividend income is disclosed net of irrecoverable taxes deducted at source.

(d)

Expenses. All expenses are accounted for on an accruals basis. Expenses are allocated to revenue in the Statement of Comprehensive Income except as follows:

- expenses are allocated and borne by capital where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect, the investment management fee is allocated 40% to revenue and 60% to realised capital reserves to reflect the Company's investment policy and prospective income and capital growth; and

- transaction costs associated with the purchase and sale of investments are charged to capital.

2.                                             

(e)

Taxation. The tax payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the  Statement of Comprehensive Income because it excludes items of income or expenditure that are taxable or deductible in other years and it further excludes items that are never taxable or deductible (see note 7 for a more detailed explanation). The Company has no liability for current tax.

Deferred taxation. Deferred taxation is provided on all timing differences, that have originated but not reversed at the Statement of Financial Position date, where transactions or events that result in an obligation to pay more or a right to pay less tax in future have occurred at the Statement of Financial Position date, measured on an undiscounted basis and based on tax rates expected to apply in the period that the timing differences reverse. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods. Due to the Company's status as an investment trust company, and the intention to continue to meet the conditions required to maintain approval for the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.

(f)

Nature and purpose of share capital and reserves

Share capital. The Ordinary share capital on the Statement of Financial Position relates to the number of shares in issue and in treasury. Only when the shares are cancelled, either from treasury or directly, is a transfer made to the capital redemption reserve. Share capital is not distributable.

Share premium. The balance classified as share premium includes the premium above nominal value from the proceeds on issue of any equity share capital comprising Ordinary shares of 10p. This reserve is not distributable.

Capital redemption reserve. The capital redemption reserve is used to record the amount equivalent to the nominal value of any of the Company's own shares purchased and cancelled in order to maintain the Company's capital. This reserve is not distributable.

Capital reserve. Gains or losses on disposal of investments and changes in fair values of investments are transferred to the capital reserve. The capital element of the management fee and relevant finance costs are charged to this reserve. Any associated tax relief is also credited to this reserve. The costs of share buybacks to be held in treasury are also deducted from this reserve. The capital reserve, to the extent that the gains are deemed realised, is distributable including by way of dividend.

Revenue reserve. This reserve reflects all income and costs which are recognised in the revenue column of the Statement of Comprehensive Income. The revenue reserve is distributable by way of a dividend.

3.                                             

(g)

Foreign currencies. Transactions involving foreign currencies are converted at the rate ruling at the date of the transaction.

Foreign currency asset and liability balances are translated to Sterling at the middle rate of exchange at the year end. Differences arising from translation are treated as capital gain or loss to capital or revenue within the Statement of Comprehensive Income depending upon the nature of the gain or loss.

(h)

Dividends payable. Dividends are recognised in the financial statements in the period in which they are paid.

(i)

Borrowings. All secured borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs where applicable. After initial recognition, all interest bearing borrowings are subsequently measured at amortised cost. The finance costs of such borrowings are accounted for on an accruals basis using the effective interest rate method and are charged 40% to revenue and 60% to realised capital reserves to reflect the Company's investment policy and prospective income and capital growth. 

(j)

Significant estimates and judgements. The Directors do not believe that any accounting judgements or estimates have been applied to these financial statements that have a significant risk of causing material adjustment to the carrying amount of assets and liabilities within the next financial year. The Directors believe that there are two key judgements. Firstly, that the use of the going concern basis with material uncertainty is appropriate for the Company. Secondly, that the Company's investments and borrowings are made in Japanese Yen, however the Board considers the Company's functional currency to be Sterling. In arriving at this conclusion, the Board considered that the shares of the Company are listed on the London Stock Exchange, it is regulated in the United Kingdom, principally having its shareholder base in the United Kingdom and also, pays dividends and expenses in Sterling.

4.                                             

3.

Income

2023

2022

£'000

£'000

Income from investments

Overseas dividends

1,804

1,996

Total income

1,804

1,996

 

4.

Management fee

2023

2022

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

Management fee

213

320

533

276

413

689

For the year ended 31 March 2023 management and secretarial services were provided by abrdn Fund Managers Limited ("aFML"). The agreement for the provision of investment management services has been sub-delegated to abrdn Japan Limited.

The management fee is charged on the lesser of the Company's net asset value or market capitalisation, payable monthly in arrears. Market capitalisation is defined as the closing share price quoted on the London Stock Exchange multiplied by the number of shares in issue less the number of any shares held in treasury, as determined on the last business day of the applicable calendar month to which the fee relates. The balance due to aFML at the year end was £177,000 (2022 - £101,000).

5.                                             

5.

Administrative expenses

2023

2022

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

Promotional fees

54

-

54

53

-

53

Directors' fees

118

-

118

104

-

104

Custody fees

25

-

25

20

-

20

Depositary fees

9

-

9

11

-

11

Registrars fees

35

-

35

38

-

38

Printing and postage

26

-

26

22

-

22

Legal and professional fees

38

-

38

20

-

20

Transaction costs on investment purchases

-

10

10

-

6

6

Auditor's remuneration (excluding irrecoverable VAT):

- fees payable to the Company's auditor for the audit of the annual accounts

44

-

44

44

-

44

Other

114

-

114

41

-

41

463

10

473

353

6

359

The management agreement with aFML also provides for the provision of promotional activities. The total fees paid and payable under the management agreement in relation to promotional activities were £54,000 (2022 - £53,000) with a balance of £13,000 (2022 - £13,000) being due to aFML at the year end. The Company has an agreement with aFML for the provision of company secretarial services and administration services; no separate fee is charged to the Company in respect of this agreement.

 

6.

Finance costs

2023

2022

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

Bank loans

56

84

140

57

85

142

6.                                              /

7.

Taxation

2023

2022

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

(a)

Analysis of charge for the year

Irrecoverable overseas taxation

180

-

180

200

-

200

Total tax charge

180

-

180

200

-

200

(b)

Factors affecting current tax charge for the year. The tax assessed for the year is higher (2022 - higher) than the standard rate of corporation tax in the UK. The differences can be explained below:

2023

2022

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

Net return before taxation

1,072

(5,119)

(4,047)

1,310

(11,734)

(10,424)

Net return multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)

204

(973)

(769)

249

(2,230)

(1,981)

Effects of:

Losses on investments not taxable

-

952

952

-

2,230

2,230

Currency gains not taxable

-

(56)

(56)

-

(95)

(95)

Irrecoverable overseas withholding tax

180

-

180

200

-

200

Excess management expenses

139

77

216

130

95

225

Non-taxable overseas dividends

(343)

-

(343)

(379)

-

(379)

Total tax charge for the year

180

-

180

200

-

200

(c)

Provision for deferred taxation. At 31 March 2023 the Company had surplus management expenses and loan relationship debits with a tax value of £4,174,000 (2022 - £3,893,000) based on enacted tax rates, in respect of which a deferred tax asset has not been recognised. No deferred tax asset has been recognised because the Company is not expected to generate taxable income in the future in excess of the deductible expenses of those future periods. Therefore, it is unlikely that the Company will generate future taxable revenue that would enable the existing tax losses to be utilised.

7.                                             

8.

Dividends

2023

2022

£'000

£'000

Amounts recognised as distributions to equity holders in the year:

Prior year final dividend (2022 - 9.00p; 2021 - 9.00p)

1,130

1,185

Current year interim dividend (2023 - 5.00p; 2022 - 6.00p)

628

776

1,758

1,961

In order to comply with the requirements of Sections 1158-1159 of the Corporation Tax Act 2010 the Company is required to make a dividend distribution.

The proposed second interim dividend has not been included as a liability. It is proposed that the second interim dividend will be paid on 21 July 2023 to shareholders on the register at the close of business on 23 June 2023.

The table below sets out the total dividends proposed in respect of the financial year, which is the basis on which the requirements of Sections 1158 -1159 are considered. The revenue available for distribution by way of dividend for the year is £892,000 (2022 - £1,110,000). It is anticipated that the total dividend for the year of 12.00p (2022 - 15.00p) will be funded 10.10p (2022 - 11.50p) from the revenue reserve and 1.90p (2022 - 3.50p) from the capital reserve.

2023

2022

£'000

£'000

Current year proposed second interim dividend (2023 - 7.00p; 2022 - final of 9.00p)

870

1,130

Current year interim dividend (2023 - 5.00p; 2022 - 6.00p)

628

776

1,498

1,906

The cost of the proposed second interim dividend for 2023 is based on 12,432,024 Ordinary shares in issue, being the number of Ordinary shares in issue excluding treasury shares at the date of this Report.

8.                                             

9.

Return per Ordinary share

2023

2023

2022

2022

p

£'000

p

£'000

Returns per share are based on the following figures:

Revenue return

7.11

892

8.54

1,110

Capital return

(40.83)

(5,119)

(90.24)

(11,734)

Total return

(33.72)

(4,227)

(81.70)

(10,624)

Weighted average number of Ordinary shares in issue

12,537,027

13,002,993

 

10.

Investments held at fair value through profit or loss

2023

2022

£'000

£'000

Opening book cost

90,973

97,537

Opening investment holding net gains

8,603

20,174

Opening fair value

99,576

117,711

Analysis of transactions made during the year

Purchases at cost (excluding transaction costs)

44,816

25,951

Sales - proceeds (net of transaction costs)

(46,568)

(32,355)

Net losses on investments

(5,002)

(11,731)

Closing fair value

92,822

99,576

2023

2022

£'000

£'000

Closing book cost

88,027

90,973

Closing investment holding net gains

4,795

8,603

Closing fair value

92,822

99,576

The Company received £46,568,000 (2022 - £32,355,000) from investments sold in the period. The book cost of these investments when they were purchased was £47,763,000 (2022 - £32,516,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.

As at 31 March 2023, all investments held are in quoted stocks (2022 - same).

Transaction costs. During the year expenses were incurred in acquiring or disposing of investments designated as fair value through profit or loss. Expenses incurred in acquiring investments have been expensed through capital and are included within administration expenses in the Statement of Comprehensive Income, whilst expenses incurred in disposing of investments have been expensed through capital and are included within losses on investments in the Statement of Comprehensive Income. The total costs were as follows:

2023

2022

£'000

£'000

Purchases

10

6

Sales

10

7

20

13

The above transaction costs are calculated in line with the AIC SORP. The transaction costs in the Company's Key Information Document are calculated on a different basis and in line with the PRIIPs regulations.

 

11.

Debtors: amounts falling due within one year

2023

2022

£'000

£'000

Amounts due from brokers

86

347

Prepayments and accrued income

681

807

767

1,154

All financial assets are included at amortised cost.

9.                                             

12.

Creditors

2023

2022

£'000

£'000

(a)

Foreign currency bank loans

Falling due within one year

10,319

10,634

The Company entered into a one year fixed term loan facility with ING Bank on 20 January 2023. At the year end, JPY 1,300,000,000 (2022 - JPY 1,300,000,000) equivalent to £7,888,000 (2022 - £8,131,000) had been drawn down at an all-in interest rate of 1.258% (2022 - 0.90%) which is due to mature on 20 January 2024.

In addition, on 21 December 2021, the Company entered into a three year JPY 1,000,000,000 revolving credit facility with ING Bank which expires on 21 December 2024.  At the year end JPY 400,000,000 (2022 - JPY 400,000,000), equivalent to £2,431,000 (2022 - £2,503,000), had been drawn down at an all-in interest rate of 1.50% (2022 - 1.50%).  At the date of this Report, the Company had drawn down JPY 400,000,000 at an all-in interest rate of 1.50%.

The terms of both loan facilities with ING Bank contain a covenant that total borrowings should not exceed 35% of the adjusted net asset value of the Company at any time and that the net asset value should not fall below £40,000,000 at any time. The Company has met these covenants throughout the period.

2023

2022

(b)

Other creditors falling due within one year

£'000

£'000

Amounts due to brokers

262

190

Sundry creditors

337

240

599

430

 

13.

Called-up share capital

2023

2022

Number

£'000

Number

£'000

Allotted, called-up and fully paid

Ordinary shares of 10p each

12,432,024

1,243

12,605,268

1,261

Held in treasury

3,389,548

339

3,216,304

321

15,821,572

1,582

15,821,572

1,582

Ordinary shares

Treasury shares

Total

Number

Number

Number

Opening balance

12,605,268

3,216,304

15,821,572

Ordinary shares bought back for holding in treasury

(173,244)

173,244

-

Closing balance

12,432,024

3,389,548

15,821,572

During the year 173,244 Ordinary shares (2022 - 697,191) were bought back and held in treasury at a cost of £991,000 (2022 - £4,923,000). Subsequent to the year end no further Ordinary shares were bought back for holding in treasury.

10.                                             /

14.

Capital reserve

2023

2022

£'000

£'000

At 1 April 2022

77,788

95,169

Losses over cost arising on movement in investment holdings

(3,807)

(11,571)

Losses on realisation of investments at fair value

(1,195)

(160)

Currency gains

297

501

Administrative expenses charged to capital

(10)

(6)

Management fee charged to capital

(320)

(413)

Buyback of Ordinary shares for holding in treasury

(991)

(4,923)

Finance costs charged to capital

(84)

(85)

Final dividend 2022 - 3.50p paid from capital (2021 - 5.50p)

(691)

(724)

At 31 March 2023

70,987

77,788

The capital reserve includes investment holding gains amounting to £4,795,000 (2022 - gains of £8,603,000) as disclosed in note 10.

Net currency gains arising during the year of £296,000 (2022 -  gains of £501,000) are analysed further in the table below.

2023

2022

£'000

£'000

Gains on revaluation of bank loan

308

513

Losses on cash deposits

(11)

(12)

297

501

11.                                            

15.

Net asset value per share

The net asset value per share and the net asset values attributable to Ordinary shareholders at the year end calculated in accordance with the Articles of Association were as follows:

Net asset value per share

Net asset values attributable

2023

2022

2023

2022

p

p

£'000

£'000

Ordinary shares

667.26

713.43

82,954

89,930

The movements during the year of the assets attributable to the Ordinary shares were as follows:

2023

2022

£'000

£'000

Net assets attributable at 1 April 2022

89,930

107,438

Capital return for the year

(5,119)

(11,734)

Revenue after taxation

892

1,110

Dividend paid from revenue

(1,067)

(1,237)

Dividend paid from capital

(691)

(724)

Purchase of Ordinary shares to be held in treasury

(991)

(4,923)

Net assets attributable at 31 March 2023

82,954

89,930

The net asset value per Ordinary share is based on net assets, and on 12,432,024 (2022 - 12,605,268) Ordinary shares, being the number of Ordinary shares in issue, after deducting 3,389,548 (2022 - 3,216,304) shares held in treasury, at the year end.

 

16.

Financial instruments

Risk management. The Company's investment activities expose it to various types of financial risk associated with the financial instruments and markets in which it invests. The Company's financial instruments comprise securities and other investments, cash balances, loans, debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income.

Certain risk management functions have been delegated to abrdn Fund Managers Limited ("aFML" or "Manager") under the terms of the management agreement (further details of which are included under notes 4 and 5). The Board regularly reviews and agrees policies for managing each type of risk, as summarised below. This approach has been applied throughout the year within the Manager's risk management framework which is described below and has not changed since the previous accounting period.

Risk management framework. The directors of aFML collectively assume responsibility for aFML's obligations under the AIFMD including reviewing investment performance and monitoring the Company's risk profile during the year.

aFML is a fully integrated member of the abrdn plc group ("the Group"), which provides a variety of services and support to aFML in the conduct of its business activities, including in the oversight of the risk management framework for the Company. The AIFM has delegated the day to day administration of the investment policy to abrdn Japan Limited, which is responsible for ensuring that the Company is managed within the terms of its investment guidelines and the limits set out in its pre-investment disclosures to investors (details of which can be found on the Company's website). The AIFM has retained responsibility for monitoring and oversight of investment performance, product risk and regulatory and operational risk for the Company.

The Manager conducts its risk oversight function through the operation of the Group's risk management processes and systems which are embedded within the Group's operations. The Group's Risk Division supports management in the identification and mitigation of risks and provides independent monitoring of the business. The Division includes Compliance, Business Risk, Market Risk and Risk Management. The team is headed up by the Group's Chief Risk Officer, who reports to the CEO of the Group. The Risk Division achieves its objective through embedding the Risk Management Framework throughout the organisation using the Group's operational risk management system ("SHIELD").

The Group's Internal Audit Department is independent of the Risk Division and reports directly to the Audit Committee of the Group's Board of Directors and to the Group's CEO. The Internal Audit Department is responsible for providing an independent assessment of the Group's control environment.

The Group's corporate governance structure is supported by several committees to assist the Board of Directors of the Group, its subsidiaries and the Company to fulfil their roles and responsibilities. The Group's Risk Division is represented on all committees, with the exception of those committees that deal with investment recommendations. The specific goals and guidelines on the functioning of those committees are described on the committees' terms of reference.

Risk management. The main risks the Company faces from its financial instruments are (i) market risk (comprising interest rate risk, price risk and currency risk), (ii) liquidity risk and (iii) credit risk.

Market risk. The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market price risk comprises three elements - interest rate risk, price risk and currency risk.

Interest rate risk. Interest rate movements may affect:

- the level of income receivable on cash deposits; and

- interest payable on the Company's variable rate borrowings.

Management of the risk. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions.

Interest rate sensitivity. Movements in interest rates would not significantly affect net assets attributable to the Company's shareholders and total profit due to there being no investments in fixed interest securities during the year and a relatively low level of bank borrowings.

12.                                            

Price risk. Price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value of quoted investments.

Management of the risk. It is the Board's investment policy for the Company's assets to be invested in a selected portfolio of securities in quoted companies as explained on page 14 of the 2023 Annual Report. The Manager has a dedicated investment management process, which ensures that the risk inherent in this investment policy is controlled. Underlying the process is the belief that risk is not that individual stock prices fluctuate in the short term, or that movement in the value of the portfolio deviates from the benchmark but that risk is investment in poorly managed expensive companies which the Manager does not understand. In-depth research and stock selection procedures are in place based on this risk control philosophy. The portfolio is reviewed on a periodic basis by the Manager's Investment Committee and by the Board.

Price sensitivity. If market prices at the Statement of Financial Position date had been 10% higher or lower while all other variables remained constant, the return attributable to Ordinary shareholders for the year ended 31 March 2023 would have increased/(decreased) by £9,282,000 (2022 increased/(decreased) by £9,958,000) and equity reserves would have increased/(decreased) by the same amount.  

Foreign currency risk. The Company primarily invests in the shares of companies which are listed in Japan but can include companies listed on other stock markets which earn significant revenue from trading in Japan or hold net assets predominantly in Japan. The Statement of Financial Position, therefore, can be significantly affected by movements in foreign exchange rates.

Management of the risk. The Company may, from time to time, match specific overseas investment with foreign currency borrowings. The Company's borrowings, as detailed in note 12, are also in foreign currency.

The revenue account is subject to currency fluctuation arising on dividends paid in foreign currencies. The Company does not hedge this currency risk.

Foreign currency risk exposure by currency of denomination:

 31 March 2023  

 31 March 2022  

Net

Total

Net

Total

Overseas

monetary

currency

Overseas

monetary

currency

investments

liabilities

exposure

investments

liabilities

exposure

£'000

£'000

£'000

£'000

£'000

£'000

Japanese Yen

92,822

(9,615)

83,207

99,576

(9,413)

90,163

13.                                            

Foreign currency sensitivity. The following table details the positive impact to a 10% decrease in Sterling against the foreign currency in which the Company has exposure (based on exposure >5% of total exposure including foreign exchange contracts). The sensitivity analysis includes foreign currency denominated monetary items and adjusts their translation at the year end for a 10% change in foreign currency rates. In the event of a 10% increase in Sterling then there would be a negative impact on the Company's returns.

2023

2023

2022

2022

Revenue

EquityA

Revenue

EquityA

£'000

£'000

£'000

£'000

Japanese Yen

180

8,321

200

9,016

A Represents equity exposure to relevant currencies.

Liquidity risk. This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.  

Management of the risk. Liquidity risk is not considered to be significant as the Company's assets mainly comprise readily realisable securities which can be sold to meet funding requirements if necessary and flexibility is achieved through the use of loan facilities, details of which may be found in note 12.

Liquidity risk exposure. At 31 March 2023, the Company had a fixed term bank loan of £7,888,000 (2022 - £8,131,000) which is due to mature on 20 January 2024, with interest due on the principal every six months. The Company had also drawn down £2,431,000 (2022 - £2,503,000) which matured on 13 April 2023 with interest payable at each set maturity date, from its revolving credit facility (see note 12 for further details).

14.                                            

Credit risk. This is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss.

Management of the risk. Investment transactions are carried out with a large number of brokers of good quality credit standing, and cash is held only with reputable banks with high quality external credit enhancements.

In addition, both stock and cash reconciliations to the Depositary's records are performed on a daily basis to ensure discrepancies are investigated on a timely basis.

None of the Company's financial assets are secured by collateral or other credit enhancements and none are past due or impaired.

Credit risk exposure. The amount of cash at bank and in hand of £283,000 (2022 - £264,000) and debtors of £767,000 (2022 - £1,154,000) in the Statement of Financial Position represent the maximum exposure to credit risk at 31 March.

Fair values of financial assets and financial liabilities. The fair value of borrowings has been calculated at £10,319,000 as at 31 March 2023 (2022 - £10,634,000) compared to an accounts value in the financial statements of £10,319,000 (2022 - £10,634,000) (note 12), due to the short-term maturity. The fair value of each loan is determined by aggregating the expected future cash flows for that loan discounted at a rate comprising the borrower's margin plus an average of market rates applicable to loans of a similar period of time and currency. The carrying value of all other assets and liabilities is an approximation of fair value.

 

17.

Analysis of changes in net debt

 At

 Currency 

Non-cash

 At

  31 March 2022

 differences

Cash flows

movements

  31 March 2023

 £'000

 £'000

 £'000

 £'000

 £'000

 Cash and cash equivalents

264

(11)

30

-

283

 Debt due within one year

(10,634)

308

-

7

(10,319)

(10,370)

297

30

7

(10,036)

 At

 Currency 

Non-cash

 At

  31 March 2021

 differences

Cash flows

movements

  31 March 2022

 £'000

 £'000

 £'000

 £'000

 £'000

 Cash and cash equivalents

528

(12)

(252)

-

264

 Debt due within one year

(11,147)

513

-

-

(10,634)

(10,619)

501

(252)

-

(10,370)

A statement reconciling the movement in net funds to the net cash flow has not been presented as there are no differences from the above analysis.

15.                                            

18.

Capital management policies and procedures

The Company's capital management objectives are:

- to ensure that the Company will be able to continue as a going concern; and

- to maximise the income and capital return to its equity shareholders through an appropriate balance of equity capital and debt. The Company's investment policy states that the maximum gearing level is 25% of net assets, however gearing will normally be set at a stable and lower level than the maximum. The Board has currently established a gearing level of around 12% of net assets although, with stock market fluctuations, this may range between 5% and 15%.

The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes the nature and planned level of gearing, which takes account of the Manager's views on the market and the extent to which revenue in excess of that which is required to be distributed should be retained.

The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period and year end positions are presented in the Statement of Financial Position.

 

19.

Fair value hierarchy

FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following classifications:

Level 1 - unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the measurement date.

Level 2 - inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly.

Level 3 - inputs are unobservable (ie for which market data is unavailable) for the asset or liability.

All of the Company's investments are in quoted equities actively traded on a recognised stock exchange, with their fair value being determined by reference to their quoted bid prices at the reporting date (2022 - same). The total value of the investments (2023 - £92,822,000; 2022 - £99,576,000) have therefore been deemed as Level 1.

16.                                            

20.

Related party transactions and transactions with the Manager

Directors' fees and interests. Fees payable during the year to the Directors and their interest in shares of the Company are disclosed within the Directors' Remuneration Report on page 55 of the 2023 Annual Report.

Transactions with the Manager. The Company has agreements with aFML to provide management, accounting, administrative and secretarial duties. Details of the transactions and balances outstanding at the year end are disclosed in notes 4 and 5.



Alternative Performance Measures

Alternative performance measures are numerical measures of the Company's current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Company's applicable financial framework includes FRS 102 and the AIC SORP. The Directors assess the Company's performance against a range of criteria which are viewed as particularly relevant for closed-end investment companies. 

Discount to net asset value per Ordinary share

The discount is the amount by which the share price is lower than the net asset value per share, expressed as a percentage of the net asset value.

2023

2022

NAV per Ordinary share (p)

a

667.26

713.43

Share price (p)

b

557.50

635.00

Discount

(a-b)/a

16.4%

11.0%

Net gearing

Net gearing measures the total borrowings less cash and cash equivalents divided by shareholders' funds, expressed as a percentage. Under AIC reporting guidance cash and cash equivalents includes net amounts due from and to brokers at the year end as well as cash and short term deposits.  

2023

2022

Borrowings (£'000)

a

10,319

10,634

Cash (£'000)

b

283

264

Amounts due to brokers (£'000)

c

262

190

Amounts due from brokers (£'000)

d

86

347

shareholders' funds (£'000)

e

82,954

89,930

Net gearing

(a-b+c-d)/e

12.3%

11.4%

Ongoing charges ratio

The ongoing charges ratio has been calculated in accordance with guidance issued by the AIC as the total of investment management fees and administrative expenses and expressed as a percentage of the average net asset values with debt at fair value throughout the year.

2023

2022

Investment management fees (£'000)

533

689

Administrative expenses (£'000)

471

359

Less: non recurring chargesA (£'000)

(17)

(2)

Less: transaction costs on investment purchases (£'000)

(10)

(6)

Ongoing charges (£'000)

977

1,040

Average net assets (£'000)

83,353

103,730

Ongoing charges ratio

1.17%

1.00%

A Comprises legal and professional fees and an exit fee due to a change in Registrars which are not expected to recur.

At 31 March 2023 the Company's OCR was 1.17% as above compared to the Peer Group weighted average OCR of 0.77% (based on average net assets at 31 March 2023 of £399.4 million, source AIC). The ongoing charges ratio provided in the Company's Key Information Document is calculated in line with the PRIIPs regulations which includes amongst other things, the cost of borrowings and transaction costs.

Total return

NAV and share price total returns show how the NAV and share price has performed over a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders. Share price and NAV total returns are monitored against open-ended and closed-ended competitors, and the Reference Index, respectively.  

Share

Year ended 31 March 2023

NAV

Price

Opening at 31 March 2022

a

713.4p

635.0p

Closing at 31 March 2023

b

667.3p

557.5p

Price movements

c=(b/a)-1

-6.5%

-12.2%

Dividend reinvestmentA

d

2.1%

2.2%

Total return

c+d

-4.4%

-10.0%

Share

Year ended 31 March 2022

NAV

Price

Opening at 31 March 2021

a

807.7p

727.5p

Closing at 31 March 2022

b

713.4p

635.0p

Price movements

c=(b/a)-1

-11.7%

-12.7%

Dividend reinvestmentA

d

1.7%

1.8%

Total return

c+d

-10.0%

-10.9%

A NAV and share price total returns show how the NAV and share price has performed over a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders. NAV total return involves investing the net dividend in the NAV of the Company with debt at fair value on the ex-dividend date. Share price total return involves reinvesting the net dividend in the share price of the Company on the ex-dividend date.  

 

Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise and may be affected by exchange rate movements. Investors may not get back the amount they originally invested.

 

*Neither the Company's website nor the content of any website accessible from hyperlinks on that website (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.

 

For abrdn Japan Investment Trust plc

abrdn Holdings Limited, Secretary

 

END

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