Exhibit 99.(a)(1)(v)
OFFER TO PURCHASE
For Cash Up to 7,072,985 of the Issued and Outstanding Shares of Common Stock
of
abrdn Japan Equity Fund, Inc.
at 98% of Net Asset Value Per Share
THE OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME ON SEPTEMBER 2, 2025, UNLESS THE OFFER IS EXTENDED.
THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS,
INCLUDING THE CONDITIONS OUTLINED IN THE OFFER TO PURCHASE
DATED AUGUST 1, 2025 AND IN THE LETTER OF TRANSMITTAL DATED AUGUST 1, 2025.
To Our Clients:
Enclosed for your consideration is the Offer to Purchase, dated August 1, 2025 (the "Offer to Purchase"), of abrdn Japan Equity Fund, Inc., a diversified, closed-end equity fund incorporated under the laws of the state of Maryland (the "Fund"), and a related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer"), pursuant to which the Fund is offering to purchase up to 7,072,985 (approximately 50%) of its issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"). As of July 25, 2025, 14,145,970 Shares were outstanding. The Offer is to purchase Shares for cash, subject to adjustment for fractional Shares, at a price equal to 98% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the NYSE, the principal market on which the Shares are traded, on the business day immediately following the day the offer expires, or, if the offer is extended, on the business day immediately following the day to which the offer is extended (the "Purchase Pricing Date"). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.
The Offer will expire at 5:00 p.m., Eastern time on September 2, 2025 (the "Expiration Date"), unless the Fund, in its sole discretion, extends the period during which the Offer is open, in which case Expiration Date shall mean the time and date on which the Offer, as so extended by the Fund, shall expire.
The Offer to Purchase and the Letter of Transmittal are being forwarded to you for your information only and cannot be used by you to tender Shares held by us for your account. We are the holder of record of Shares held for your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS.
Your attention is called to the following:
1. The purchase price, subject to adjustment for fractional Shares, is to be paid in cash at a price equal to 98% of the NAV per Share determined as of the close of the regular trading session of the NYSE on the Purchase Pricing Date.
2. The Offer is not conditioned upon any minimum number of Shares being tendered.
3. Upon the terms and subject to the conditions of the Offer, the Fund will purchase all Shares validly tendered on or prior to the Expiration Date.
4. No fees or commission will be payable to the Fund in connection with the Offer. Except as mandated in the Instruction, "U.S. Securities Transfer Taxes," of the Letter of Transmittal, the Fund will pay any securities transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. However, a broker, dealer or other person may charge a fee for processing the transactions on behalf of stockholders.
Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf.
An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER.
The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with applicable law.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY STOCKHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE OFFER. EACH STOCKHOLDER IS URGED TO READ AND EVALUATE THE OFFER AND ACCOMPANYING MATERIALS CAREFULLY.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter, and the enclosed Offer, dated August 1, 2025, relating to abrdn Japan Equity Fund, Inc. (the "Fund"), to purchase up to 7,072,985 shares of its issued and outstanding common stock, par value $0.01 per share (the "Shares").
This will instruct you to tender to the Fund the number of Shares indicated below (which are held by you for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer that you have furnished to the undersigned.
AGGREGATE NUMBER OF SHARES TO BE TENDERED:
__________ Shares
ENTER NUMBER OF SHARES TO BE TENDERED.
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SIGN HERE
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Please print name(s) and address(es):
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Daytime Area Code and Tel. No.
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Taxpayer Identification No. or Social Security No.
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