Ishr Stx Eu 50 Regulatory News (EUN)

3 Oct 2006 16:20

European Exchange-Traded Fnd Co.PLC03 October 2006 Stock Exchange Announcement For immediate release 3 October 2006 European Exchange-Traded Fund Company Plc (the "Company") Re: Changes to the Memorandum and Articles of Association The Company is an open-ended umbrella type investment company with variablecapital and segregated liability between sub-funds, authorised by the IrishFinancial Services Regulatory Authority ("IFSRA") pursuant to the EuropeanCommunities (Undertakings for Collective Investment in Transferable Securities)Regulations, 2003, as same may be amended). At a recent EGM held on 3 October 2006 the directors of the Company proposedcertain special resolutions to amend the Memorandum and Articles of Associationto incorporate certain technical updates, to amend certain provisions inrelation to Directors and to meet the requirements of the European Communities(Undertakings for Collective Investment in Transferable Securities) as amendedby Regulations 2003 (SI 212 of 2003) as amended by the European Communities(Undertakings for Collective Investment in Transferable Securities) Regulations2003 (SI No. 211 of 2003) as same may be amended. Changes to Memorandum and Articles of Association: The following amendments to the Memorandum and Articles of Association of theCompany were proposed and approved on 3 October 2006: 1. The deletion of the existing Clause 2 and preamble to Clause 3 and thesubstitution of the following therefor:- "2. The Company is a public limited company being an investment company withvariable capital and having segregated liability between its funds establishedpursuant to the Companies Acts, 1963 to 1999. 3. The sole object for which the Company is established is the collectiveinvestment in:- (1) transferable securities; and/or (2) other liquid financial assets referred to in Regulation 45 of theEuropean Communities (Undertakings for Collective Investment in TransferableSecurities) Regulations 2003 (SI No. 211 of 2003), as amended by the EuropeanCommunities (Undertakings for Collective Investment in Transferable Securities)(Amendment) Regulations 2003 (SI No. 212 of 2003), as same may be amended (the "Regulations); of capital raised from the public operating on the principle of spreadinginvestment risk in accordance with the Regulations. The powers of the Company to attain the said object are:-" 2. The insertion of a new Clause 3(3) as follows:- "To advance, deposit or lend money, securities and/or property (being thoseitems which the Company is empowered to invest or otherwise deal in pursuant toClause 3 (2) above) to or with such persons, and on such terms as may seemexpedient and to discount, buy and sell bills, notes, warrants, coupons andother negotiable or transferable instruments, securities or documents ofwhatsoever nature". 3. The amendment of references from the previous UCITS regulations to theNew Regulations. 4. The insertion of a specific reference to "index futures" in the list ofderivative instruments contained in Clause 3(4). 5. The correction of minor typographical errors. General - All references to the Central Bank of Ireland have been replaced withreferences to the new Irish Regulator, the Irish Financial Services RegulatoryAuthority. General - All references to "repurchase" have been replaced with references to "redeem" or "redemption", as appropriate, throughout. General - Minor typographical errors have been corrected. Definitions - Article 1 - Amendment to the definition of "Accounting Period" tocross-refer to the definition set out in the Prospectus. Definitions - Article 1 - Amendment to the definition of "Regulations" to referto the New Regulations. Definitions - Article 1 - Amendment to the definition of "Business Day" tocross-refer to the defiition set out in the Prospectus. Definitions - Article 1 - Insertion of the following new definitions: "Distributor", "Financial Regulator", "OECD", "Qualified Holder" and "ValuationPoint". Definitions - Article 1 - Amendment of the definitions for "Investment Adviser"and "Investment Advisory Agreement" to "Investment Manager" and "InvestmentManagement Agreement". All references to Investment Adviser and InvestmentAdvisory Agreement have been amended accordingly throughout. Definitions - Article 1 - Deletion of definitions for "Management Agreement" and"Manager" as the Company is self-managed. References to Management Agreementand Manager have been either deleted or amended to refer to Investment Manageror Administrator, as appropriate, throughout. Definitions - Article 1 - Amendment of the definition of "Member" to include theholders of subscriber shares. Definitions - Article 1 - Amendment to the definition of "Prospectus" to includeany supplement or addendum. Definitions - Article 1 - Amendment to the definition of "Transaction Fee" toremove the cap of €6,000 per transaction and to refer to "investment manager" asopposed to "manager". Definitions - Article 1 - Amendment to the definition of "U.S. Person" tocross-refer to the definition set out in the Prospectus. Article 2(d)(vi) - Insertion of a new Article 2(d)(vi) which provides for thepayment of the Financial Regulator's industry funding levy. Article 3(a) - Updated to reflect the fact that the Company has beenincorporated for some time. Article 3(a)(i) - Amended to provide for the Financial Regulator's current ruleson subsidiaries. Article 3(f) - Circumstances in which the Company's custodian can retire havebeen amended to reflect the Financial Regulator's current requirements. Article 4(c) and Article 11(c) - Amended to reflect the removal of the statutoryrequirement to renew the Directors' power to allot shares. Article 4(i) - Updated to reflect the Company's segregated liability status andthe current names of the Company's funds. Article 4(o) - Amended to remove the reference to the Company being listed onstock exchanges "in Europe". Article 4(p) - Insertion of a new Article 4(p) which permits, subject to theprovisions of the Acts and the requirements of the Financial Regulator, crossinvestment by one fund in another fund. Article 7(b) - Amended to clarify in specie subscription provisions. Article 7(e) - Amendment to the switching provisions to cross-refer to theprovisions set out in the Prospectus. Article 8(b) and Article 8(c) - Amended to provide that the price per shareshall be the net asset value per share plus any associated Duties and Charges. Article 8(d)(iv) - Deletion of this Article which related to the payment ofDuties and Charges. Article 9(a) - Amended to take account of the insertion of the new definition "Qualified Holder" and to permit the deduction of a penalty from redemptionproceeds being paid to non-Qualified Holders. Article 10 (d) - Amended to provide that the redemption price per share shall bethe net asset value per share plus any associated Duties and Charges. Article 10(e) - Insertion of a new Article 10(e) which provides for the paymentof a redemption dividend. Article 10(l) - Insertion of a new Article 10(l) which allows the shareholdersof any fund to authorise the amalgamation/merger of the fund by way of a SpecialResolution. Article 11(b) - Amendment to the total redemption provisions to cross-refer tothe provisions set out in the Prospectus. Article 11(e) and Article 11(f) - Insertion of a new Article 11(e) and Article11(f) which allow for total redemption in such circumstances as may be set outin the Prospectus or any Supplement or at the discretion of the Directors. Article 11(i) - Updated to reflect the change in the statutory minimum number ofmembers from seven to two. Article 13(b), Article 13(c) and Article 13(k) - Amended to provide that theassets of the Company will be valued as at the Valuation Point. Article 13(j) - Amended to refer to valuations being in the Base Currency ratherthan in Euro. Article 13(k) - Amended to provide that exchange-traded derivative instrumentswill be valued daily by the counterparty with such valuations being verifiedweekly by an independent party. Article 13(l) - Insertion of a new Article 13(l)(ii) which provides theflexibility to deal with International Financial Reporting Standards. Article 13(m)(xi) - Amended to provide the Administrator with the discretion todecide the number of decimal places to which values may be rounded. Article 14(a) - Amended to clarify the terms "transferor" and "transferee". Article 15 - Amendment to investment objectives to provide that the investmentobjectives of the Company's Funds will be set out in the Prospectus, to allowfor the flexibility to invest in instruments available under the NewRegulations, to restrict investments in units of other UCITS or collectiveinvestment schemes to 10% of a fund's net asset value, to provide for anexpanded list of recognised investment exchanges and regulated markets which arenow located in Appendix I and to meet the New Regulations' requirements relatingto subsidiaries. Article 16(e) - Deletion of Article 16(e) which permitted the Custodian torequest the convening of an EGM in certain circumstances. Article 20 - Amended to remove the requirement for Directors to retire and bere-appointed at each Annual General Meeting. Article 20(d) - Amended to provide that each Director shall be entitled to suchremuneration for his services as the Directors shall from time to time resolveprovided that no Director may be paid in excess of a figure set out in theProspectus without the approval of the Board. Article 27(a) and Article 27(b) - Amended to provide for the payment ofRedemption Dividends and to provide for more general provisions in relation todividends generalise. Article 27(f) - Amended to specifically provide for the payment of dividends byelectronic transfer. Article 28(a)(iv) - Deletion of Article 28(a)(iv) which referred to the issuingof a stock exchange notice prior to the repurchase of shares from untracedmembers. Article 30(b) - Updated to refer to the Minister of Enterprise, Trade andEmployment. Article 30(e) - Deletion of Article 30(e) which referred to the appointment ofthe first Auditors by the Directors before the first general meeting. Article 32(a) - Updated to reflect the Company's segregated liability status. Enquiries: Goodbody Stockbrokers Ciara M Bollard +353 1 641 9414 This announcement has been issued through the Companies Announcement Service of The Irish Stock Exchange. This information is provided by RNS The company news service from the London Stock Exchange