Last checked at 16 Nov 2018 12:31
Invesco Markets III Plc - Result of EGMInvesco Markets III Plc - Result of EGM
PR Newswire
London, November 16
Results of Meetings
Invesco Markets III plc
16 November 2018
RNS ANNOUNCEMENT
Results of Meetings of Invesco Markets III plc
Invesco Markets III Public Limited Company (the “Company”) – Results of Scheme Meeting and Extraordinary General Meeting in relation to a Scheme of Arrangement in which it is proposed to change the share settlement structure of the Company to centralise the settlement of shares of all Sub-Funds of the Company within an International Central Securities Depositary (“ICSD”) settlement model (Resolutions approved).
16 November 2018
At the Scheme Meeting held at 32 Molesworth Street, Dublin 2 on 16 November 2018 at 10:15 am, the resolution to approve the scheme of arrangement, as described in the circular issued to shareholders of the Company dated 19 October 2018 (the “Scheme”), was passed. This shareholder circular is available on etf.invesco.com.
At the Extraordinary General Meeting of the Company held at 32 Molesworth Street, Dublin 2 on 16 November 2018 at 10:30 am, a resolution was passed to approve the Scheme and to authorise the Company’s directors to take such action as they deem necessary or appropriate to implement the Scheme. A resolution to approve the adoption of new Articles of Association of the Company (the “Articles”) with effect from the effective date of the Scheme was also passed.
Following the passing of all of the resolutions mentioned above, the implementation of the Scheme by the Company is conditional upon approval of the Scheme by the Irish High Court and the issue of an order of the High Court approving the Scheme (the “Court Order”), the delivery of the Court Order to the Companies Registration Office (the “CRO”) in Ireland and the registration of such Court Order by the CRO. Subject to the above conditions being met, the directors of the Company anticipate that the effective date for implementing the Scheme will occur towards the end of the last quarter of 2018 or in the first quarter of 2019, with the exact date to be fixed by the High Court. This date (and any changes or updates to the Scheme timetable) will be announced via RNS/stock exchange announcement and will also be available on etf.invesco.com.
| Activity | Anticipated Timeline (Subject to Change) |
|---|---|
| Announcement to the market on whether the Scheme has been approved by the High Court and, if it has, the effective date for implementing the Scheme | December 2018 or once all High Court hearings have taken place |
| Effective Date of the Scheme | On a date to be fixed by the High Court, anticipated to be towards the end of the last quarter of 2018 or in the first quarter of 2019 |
Background to the proposal to change the share settlement structure of the Company
The sub-funds of the Company are exchange traded funds and their participating shares are listed on multiple stock exchanges across Europe. Each exchange typically operates its own central securities depositary (“CSD”) for settlement functions. Trading and settling participating shares under this structure involves moving the participating shares between various CSDs, which is complex, costly and inefficient.
Currently the sub-funds of the Company do not use the ICSD model, as listed below:
| Sub-Fund Name | IE ISIN |
|---|---|
| Invesco Dynamic US Markets UCITS ETF | ISIN: IE00B23D9240 |
| Invesco EQQQ NASDAQ-100 UCITS ETF | ISIN: IE00BFZXGZ54*; IE00BYVTMT69*; IE0032077012; IE00BYVTMS52*; IE00BYVTMW98 |
| Invesco EuroMTS Cash 3 Months UCITS ETF | ISIN: IE00B3BPCH51* |
| Invesco EURO STOXX High Dividend Low Volatility UCITS ETF | ISIN: IE00BZ4BMM98 |
| Invesco FTSE UK High Dividend Low Volatility UCITS ETF | ISIN: IE00BYYXBD20 |
| Invesco FTSE Emerging Markets High Dividend Low Volatility UCITS ETF | ISIN: IE00BYYXBF44 |
| Invesco FTSE RAFI All-World 3000 UCITS ETF | ISIN: IE00B23LNQ02 |
| Invesco FTSE RAFI Emerging Markets UCITS ETF | ISIN: IE00B23D9570 |
| Invesco FTSE RAFI Europe Mid-Small UCITS ETF | ISIN: IE00B23D8Y98 |
| Invesco FTSE RAFI Europe UCITS ETF | ISIN: IE00B23D8X81 |
| Invesco FTSE RAFI UK 100 UCITS ETF | ISIN: IE00B23LNN70 |
| Invesco FTSE RAFI US 1000 UCITS ETF | ISIN: IE00B23D8S39 |
| Invesco Global Buyback Achievers UCITS ETF | ISIN: IE00BLSNMW37 |
| Invesco S&P 500 High Dividend Low Volatility UCITS ETF | ISIN: IE00BYVTMX06* IE00BWTN6Y99 |
| Invesco S&P 500 VEQTOR UCITS ETF | ISIN: IE00BX8ZXS68 |
| Invesco S&P 500 QVM UCITS ETF | ISIN: IE00BDZCKK11 |
| Invesco US High Yield Fallen Angels UCITS ETF | ISIN: IE00BYVTMY13*; IE00BD0Q9673; IE00BYVTMZ20*; IE00BYVTN047 |
*share class not admitted to trading on the London Stock Exchange
The directors of the Company are of the view that the ICSD settlement model provides a more streamlined centralised settlement structure, which they expect will result in improved liquidity and spreads for investors, and will reduce risk in the settlement process.
Converting the sub-funds of the Company to the ICSD model will also bring all of the Company’s sub-funds into one consistent settlement structure which is expected to make navigating the settlement structures for the sub-funds more straightforward.
Background to proposed adoption of new Articles of Association of the Company
The new Articles incorporate a small number of amendments to the existing Articles in order to facilitate the adoption of the ICSD settlement model, including, in particular, amendments to enable the common depositary’s nominee, when it becomes the sole registered shareholder of the Company following effectiveness of the Scheme and adoption of the ICSD settlement model, to form a quorum (by itself) for class and general meetings of the Company. In effect, the new Articles enable the common depositary’s nominee to vote shares registered in its name at class or general meetings (the quorum required would otherwise be two shareholders entitled to vote).
Further enquiries – please contact:
Invesco: +44 2033701184
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