Ossiam Etf Usmv Regulatory News (USMV)

OSSIAM LUX

 Société anonyme - Société d'investissement à capital variable 

Registered office: 49 Avenue J.F. Kennedy

L-1855 Luxembourg

R.C.S. Luxembourg B160071

(the "Company")

 

 

Luxembourg, March 19, 2020

 

London Stock Exchange

10 Paternoster Sq.,

London EC4M 7LS,

The Uniyted Kingdom

 

NOTICE TO THE MARKET

 

 

Re:   Merger of the sub-fund OSSIAM LUX - Ossiam US Minimum Variance ESG NR, one share class listed on London Stock Exchange, into the sub-fund OSSIAM IRL ICAV - Ossiam US Minimum Variance ESG NR UCITS ETF, one share class not yet listed on London Stock Exchange.

 

 

Notice is hereby given that the Board of directors of the Company (the "Board") of OSSIAM LUX proposes to merge the sub-fund OSSIAM LUX- Ossiam US Minimum Variance ESG NR (the "Merging Sub-Fund") listed on London Stock Exchange, into the sub-fund OSSIAM IRL ICAV - Ossiam US Minimum Variance ESG NR UCITS ETF (the "Receiving Sub-Fund") of OSSIAM IRL ICAV, an Irish undertaking for collective investment in transferable securities (the "Receiving Fund"), subject to the approval of the shareholders of the Merging Sub-Fund (the "Merger"). The share classes of the Receiving Sub-Fund are not yet listed on London Stock Exchange.

 

Shareholders will be separately convened to an extraordinary general meeting of shareholders of the Merging Sub-Fund deciding on the Merger (the "Meeting") and informed of the outcome of the Meeting and whether the Merger will proceed.

 

Subject to the approval of the shareholders of the Merging Sub-Fund (the "Shareholders") at the Meeting, the Merger will become effective on April 24, 2020 at midnight (CET) (or at any other date as may be proposed by the chairman at the meeting) (the "Effective Date").

 

The directors of the Company and the Receiving Fund have approved this merger proposal for the harmonization of its product range and provide more visibility to investors by gathering its sub-funds that embed ESG (Environment, Social Governance) criteria under Ossiam IRL ICAV.

 

 

As from the Effective Date, Shareholders who do not redeem their shares before the Cut-Off Point (as detailed below) will become shareholders of the Receiving Sub-Fund, and as such will become shareholders of an Irish UCITS.

 

Upon the Effective Date, subject to approval of the Shareholders at the Meeting, all Shareholders who have not requested redemption of their Shares in the Merging Sub-Fund will receive the same number of shares in the Receiving Sub-Fund that they currently hold in the Merging Sub-Fund (details of the shares you will receive in the Receiving Sub-Fund are set out in the table below):

 

Merging Sub-Fund	Share Class	ISIN	Receiving Sub-Fund	Share Class	ISIN
OSSIAM LUX - Ossiam US Minimum Variance ESG NR	UCITS ETF 1C (USD)	LU0599612412	OSSIAM IRL ICAV - Ossiam US Minimum Variance ESG NR UCITS ETF	1A (USD)	IE00BHNGHW42

 

For the avoidance of doubt, Shareholders will continue to hold shares in a regulated investment company and will benefit from the general safeguards applicable to UCITS pursuant to the Directive 2009/65/EU.

 

No new subscriptions of shares or redemptions (without any redemption charge) in the Merging Sub-Fund will be accepted from April 20, 2020 at 4:15 p.m. (CET) (the "Cut-Off Point") on the primary market. Shareholders who do not agree to the contemplated Merger may redeem their Shares up until the Cut-Off Point (without any redemption charge) and dealing in the Merging Sub-Fund will be suspended thereafter. Shareholders who vote against the Merger or who abstain from voting at the Meeting should note that if they do not make use of the above redemption right, they will automatically take part in the Merger if the latter is eventually approved by the Meeting.

 

The last trading day (the "Last Trading Day") on the stock exchanges will be on April 20, 2020. Therefore, trading on London Stock Exchange will cease from the closing time of the business day of the Last Trading Day. Trading will be suspended after the Last Trading Day because no new subscriptions or redemption of shares on the Merging Sub-Fund will be accepred on the primary market after the Cut-Off Point.

 

Accordingly, the sale or purchase of Shares in the Funds in the course of termination on the secondary market may only take place until the close of business on the Last Trading Day..

 

 

After the Effective Date all deal requests must be transmitted  to the administrator of the Receiving Fund, BNY Mellon Fund Services (Ireland) DAC and settlement of any transactions must be made in accordance with the provisions of the prospectus of the Receiving Fund.

 

Any further information in relation to the Merger may be obtained by sending an email to info@ossiam.com.

 

 

Best regards,

 

Ossiam Lux