Last checked at 8 Jan 2021 09:00
Registered in Dublin as an open-ended variable capital umbrella investment company with limited liability and as an umbrella fund with segregated liability between sub-funds.Registration Number 393802. Registered Office as above.Directors: Tom Murray (Irish), Michael Whelan (Irish), Gerry Grimes (Irish), Alex McKenna (British)
Xtrackers (IE) plcInvestment Company with Variable CapitalRegistered Office: 78 Sir John Rogerson's Quay, Dublin 2, IrelandRegistration number: 393802
Circular to the Shareholders and
Notice of Extraordinary General Meeting of
XTRACKERS USD EMERGING MARKETS BOND QUALITY WEIGHTED UCITS ETF
ISIN: IE00BD4DX952
(the Fund)
_________________________________________________________________________________
This document is important and requires your immediate attention. If you are in doubt as to the action you should take you should seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial advisor. The directors of Xtrackers (IE) plc (the Company) accept responsibility for the information contained in this document as being accurate as at the date of publication. If you have sold or transferred all of your shares in the Fund please pass this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.
Unless otherwise defined or inconsistent with the context in this document, capitalised terms used herein have the same meanings as are ascribed to them in the current prospectus of the Company and supplement in respect of the Fund.
_________________________________________________________________________________
08 January 2021
Notice is hereby given that the directors of the Company (the “Directors”) have resolved to convene an Extraordinary General Meeting of the Shareholders of the Fund on 5 February 2021 at 9 a.m. (Dublin time) at 25/28 North Wall Quay, Dublin 1, Ireland (the “Meeting” or the “EGM”). Defined terms used which are not otherwise defined herein shall have the same meaning as in the Company’s prospectus (the “Prospectus”) and the supplement in respect of the Fund (the “Supplement”).
The purpose of the Meeting
The purpose of the Meeting is to enable Shareholders to consider a proposed change to the investment objective of the Fund.
The current investment objective of the Fund is to reflect the performance of the Markit iBoxx USD Emerging Markets Sovereigns Quality Weighted Index (the “Original Reference Index”). The Original Reference Index aims to offer a targeted coverage of the USD-denominated emerging market sovereign bonds universe with adjusted weights, by allocating higher weights to countries with relatively solid fundamentals while reducing weights of countries with relatively weak fundamentals.
It is proposed that the Original Reference Index will be replaced with the iBoxx® MSCI ESG USD Emerging Markets Sovereigns Quality Weighted Index (the “New Reference Index”). The methodology of the New Reference Index will be the same in most material respects to the Original Reference Index apart from it will also take into account MSCI ESG Government Ratings for selection and weighting purposes. The MSCI ESG Government Ratings are sourced from MSCI ESG Research LLC Environmental, Social and Governance standards (ESG) criteria. The New Reference Index aims to offer a targeted coverage of the USD-denominated emerging market sovereign bonds universe with adjusted weights, by allocating higher weights to countries with relatively solid fundamentals and higher MSCI ESG Government Ratings while reducing weights of countries with relatively weak fundamentals and lower MSCI ESG Government Ratings.
MSCI ESG Government Ratings assess a country’s exposure to and management of environmental, social and governance risk and explain how these factors might impact the long-term sustainability of its economy. By providing a long-term view on sustainability the ratings aim to complement traditional government debt analysis for analysing a country’s credit worthiness.
Further details on the index methodology of the New Reference Index can be found https://ihsmarkit.com/products/indices.html.
If the ordinary resolution is approved by the Shareholders of the Fund, the name of the Fund will be changed to “Xtrackers ESG USD Emerging Markets Bond Quality Weighted UCITS ETF”, the fees will be amended as set out below and the Fund will no longer be able to engage in securities lending.
Current Management Company Fee | Current All-in Fee | New Management Company Fee | New All-in Fee |
0.40% per annum | 0.50% per annum | 0.35% per annum | 0.45% per annum |
For the avoidance of doubt, the Platform Fee will remain unchanged. A summary of all proposed changes is available in Appendix 1 to this letter.
Shareholder Approval
Changes to the investment objective of the Fund as described above cannot be made without the approval of an ordinary resolution of the Shareholders of the Fund.
For this purpose, the Meeting is being convened and will take place at 25/28 North Wall Quay, Dublin 1, Ireland on 5 February 2021, at the times set out in the attached notice. Formal notice of the Meeting and Proxy form are attached hereto (as Appendix 2).
The quorum for the Meeting is one Shareholder present (in person or by proxy) entitled to vote upon the business to be transacted. If a quorum is not present within half an hour of the time appointed for the Meeting, or if during the Meeting a quorum ceases to be present, the Meeting will stand adjourned until 9 a.m. (Dublin time) on 12 February 2021 without any further notice to Shareholders. The quorum at the adjourned meeting shall be those Shareholders present at the adjourned meeting in person or by proxy and one person entitled to be counted in a quorum present at any adjourned meeting shall be quorum. The resolution will be proposed at the adjourned meeting in the same manner as described above.
The notice sets out the text of the resolution to be proposed at the Meeting. The resolution will be proposed as an ordinary resolution, meaning more than 50% of the total number of votes cast is required for the resolution to be passed by the Meeting. If the resolutions are passed by the requisite majority, they will be binding on all Shareholders in the Fund irrespective of how (or whether) they voted and the proposed changes would be expected to take effect and reflected in a revised Supplement on or around 26 February 2021.
Entitlement to attend and vote
Please note that you are only entitled to attend and vote at the Meeting (or any adjournment thereof) if you are a registered shareholder. As the sub-funds in the Company use the International Central Securities Depositary ("ICSD") model of settlement and Citivic Nominees Limited is the sole registered shareholder of shares in the Fund under the ICSD settlement model (the “Registered Shareholder”), investors in the Fund should submit their voting instructions through the relevant ICSD or the relevant participant in an ICSD (such as a local central securities depositary, broker or nominee). If any investor has invested in the Fund through a broker/dealer/other intermediary, the investor should contact this entity to provide voting instructions.
The Company specifies that only those members registered in the Register of Members of the Company at 10.30 a.m. on Friday the 5 February 2021 or, if the Meeting is adjourned, at 6.00 p.m. on the day that is two days prior to the adjourned meeting (the "Record Date"), shall be entitled to attend, speak, ask questions and vote at the Meeting, or if relevant, any adjournment thereof and may only vote in respect of the number of shares registered in their name at that time. Changes to the Register of Members after the record date shall be disregarded in determining the right of any person to attend and/or vote at the Meeting or any adjournment thereof.
Appointment of proxies
A form of proxy is enclosed with this notice for use by the Registered Shareholder. As mentioned above, investors in the Fund who are not Registered Shareholders should submit their voting instructions through the relevant ICSD or the relevant participant in an ICSD (such as a local central securities depositary, broker or nominee), instead of using the form of proxy attached hereto.
To be effective, the form of proxy duly completed and executed, together with a copy of the power of attorney or other authority under which it is executed must be deposited by Registered Shareholders at the offices of the office of the Company Secretary, Goodbody Secretarial Limited, IFSC, North Wall Quay, Dublin 1, Ireland, so as to be received no later than 24 hours before the time appointed for the Meeting or any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the Meeting or adjourned Meeting) at least 24 hours before the taking of the poll at which it is to be used. Any alteration to the form of proxy must be initialled by the person who signs it.
Enquiries
Copies of the existing and the proposed Supplement are available for inspection during normal business hours from the date of this circular up to and including the time of, and during, the Meeting (and any adjourned meeting) at the office of the Company's Legal Advisor, A&L Goodbody, IFSC, North Wall Quay, Dublin 1, Ireland.
An announcement regarding the results of the Extraordinary General Meeting of the Shareholders of the Fund, including any adjourned meeting, shall be made available on www.Xtrackers.com.
If you have any queries, or if any of the above is not clear, please write to us at the above address.
Conclusion
The Directors are of the opinion that the proposed change to the investment objective of the Fund described above is in the best interests of the Shareholders in the Fund and accordingly recommend that you vote in favour of the resolutions set out in the attached Notice.
The Directors accept responsibility for the information contained in this circular.
Neither the contents of the Company's website nor the contents of any other website accessible from hyperlinks on the Company's website is incorporated into, or forms part of, this announcement.
______________________________
Director
For and on behalf of
Xtrackers (IE) plc
APPENDIX 1
Summary of proposed changes
Current Fund Name | New Fund Name | Share class | Current Index | New Index | Current Management Company Fee | Current All-in Fee | New Management Company Fee | New All-in Fee |
Xtrackers USD Emerging Markets Bond Quality Weighted UCITS ETF | Xtrackers ESG USD Emerging Markets Bond Quality Weighted UCITS ETF
| 1D (IE00BD4DX952) | Markit iBoxx USD Emerging Markets Sovereigns Quality Weighted Index | iBoxx® MSCI ESG USD Emerging Markets Sovereigns Quality Weighted Index | 0.40% per annum | 0.50% per annum | 0.35% per annum | 0.45% per annum |
Registered in Dublin as an open-ended variable capital umbrella investment company with limited liability and as an umbrella fund with segregated liability between sub-funds.
Registration Number 393802. Registered Office as above.
Directors: Tom Murray (Irish), Michael Whelan (Irish), Gerry Grimes (Irish), Alex McKenna (British)
APPENDIX 2
NOTICE OF EXTRAORDINARY GENERAL MEETING
of
XTRACKERS USD EMERGING MARKETS BOND QUALITY WEIGHTED UCITS ETF
ISIN: IE00BD4DX952
(the “Fund”)
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Fund will be held at 9 a.m. (Dublin time) on 5 February 2021 at 25/28 North Wall Quay, Dublin 1, Ireland to consider and if thought fit, to pass the following resolution:
By Ordinary Resolution:
That the change to the investment objective of the Fund as set out in the Circular to the Shareholders of the Fund dated 8 January 2021 be and is hereby approved.And to transact any other business which may properly be brought before the meeting.
By Order of the Board
________________________
For and on behalf of
Goodbody Secretarial LimitedSecretary08 January 2021
TRAVEL RESTRICTIONS UNDER COVID 19 AND PROPOSED ACTION TO BE TAKEN
Please note that there are currently significant travel restrictions in place due to COVID 19. Depending on what travel restrictions (if any) may be in place by the date of the EGM, physical attendance at the EGM may not be possible. Please refer to below link issued by the Irish Health Service Executive in respect of such travel restrictions: https://www2.hse.ie/conditions/coronavirus/coronavirus.html#travel. The Company will publish any relevant updates regarding the EGM on www.Xtrackers.com.
The Registered Shareholder entitled to attend and vote may, using the form set out in Section 184 of the Companies Act 2014, appoint a proxy to attend, speak and vote on his behalf. Should you wish to vote at the EGM, we would strongly recommend that you complete the proxy form enclosed with this Notice and return a completed and signed proxy form by email to gslfunds@algoodbody.com. Please also refer to the "Notes to the Proxy Form" on page 7 of this Notice.
FORM OF PROXY
XTRACKERS (IE)
PUBLIC LIMITED COMPANY
(the Company)
XTRACKERS USD EMERGING MARKETS BOND QUALITY WEIGHTED UCITS ETF
ISINs: IE00BD4DX952
(the “Fund”)
I/We ____________________________________________________________________________ being a Shareholder of the above named Fund, hereby appoint the Chairman of the meeting or failing him or her, Sarah O'Donovan or failing her, another representative of Goodbody Secretarial Limited or A&L Goodbody or ______________________________________________________________ to vote for me/us* on my/our* behalf at an Extraordinary General Meeting of the Fund to be held at 9 a.m. on 5 February 2021 and at any adjournment thereof.
*Please delete as appropriate
Signature: _______________________ Date: _______________________
Please indicate with an ‘X’ in the space below how you wish your vote to be cast. Unless otherwise instructed, the proxy will vote or abstain from voting as he thinks fit.
Ordinary Resolution | FOR | AGAINST | ABSTAIN |
1. That the change to the investment objective of the Fund as set out in the Circular to the Shareholders of the Fund dated 08 January 2021 be and is hereby approved. |
|
|
Notes:
1.To be valid, this proxy form (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received or deposited at the offices of the Company Secretary, Goodbody Secretarial Limited, IFSC, North Wall Quay, Dublin 1, Ireland (facsimile + 353 1 1649 2649 or by email to gslfunds@algoodbody.com) for the attention of Sarah O'Donovan not less than 24 hours before the time of the Extraordinary General Meeting.
2. Please insert your name(s) and address in BOLD TYPE and sign and date the form.
3. If any amendments are made they should be initialled.
4. If you wish to appoint as your proxy some person other than the Chairman of the Extraordinary General Meeting insert in block capitals the full name of the person of your choice. A proxy need not be a Shareholder of the Company.
5. The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolution if no instruction is given in respect of each resolution, and on any business or resolution considered at the Extraordinary General Meeting other than the resolutions referred to in the Notice of the Extraordinary General Meeting.
6. If the appointer is a corporation, this proxy form must be executed under the seal or under the hand of an officer of same, or an attorney duly authorised on its behalf. In the case of joint Shareholders, any one Shareholder may sign, but the names of all the joint holders should be stated. In the event of more than one joint holder tendering votes, the vote of the shareholder whose name first appears in the register of members will be accepted to the exclusion of all others.
7. The completion and return of the proxy form will not preclude Shareholders from attending and voting at the said Extraordinary General Meeting should they decide to do so.
8. If you are holding shares of the Company through the relevant ICSD or the relevant participant in an ICSD (such as a local central securities depositary, broker or nominee), the proxy form including an indication as to how the proxy should vote, must be returned to the relevant ICSD or the relevant participant in an ICSD in good time in advance of the time for holding the Extraordinary General Meeting so it may complete and deposit the proxy form at the registered office of the Company in accordance with the above procedure.
Registered in Dublin as an open-ended variable capital umbrella investment company with limited liability and as an umbrella fund with segregated liability between sub-funds.
Registration Number 393802. Registered Office as above.Directors: Tom Murray (Irish), Michael Whelan (Irish), Gerry Grimes (Irish), Alex McKenna (British)
View source version on businesswire.com: https://www.businesswire.com/news/home/20210108005014/en/
Copyright Business Wire 2021