Xtrackers (IE) plc
Investment Company with Variable Capital
Registered Office: 78 Sir John Rogerson's Quay, Dublin 2,
Ireland
Registration number: 393802
Circular to the Shareholders and
Notice of Extraordinary General Meeting of
Xtrackers MSCI USA Consumer Discretionary UCITS ETF
ISIN: IE00BGQYRR35
(the Fund)
_________________________________________________________________________________
This document is important and requires the Shareholders'
immediate attention. Shareholders who are in doubt as to the action
they should take should seek advice from their 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. Shareholders who have
sold or transferred all of their shares in the Fund should 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.
_________________________________________________________________________________
18 September 2020
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 (the "Shareholders") on 5
October 2020 at 9 a.m. (Dublin time) at 25/28 North Wall Quay,
Dublin 1, Ireland (the "Meeting"). 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 Fund is to reflect the
performance of the MSCI USA Consumer Discretionary Index (the
"Original Reference Index"). The Original Reference Index is based
on the MSCI USA Index (its "Parent Index"), and comprises those
companies included in the Parent Index that are classified as
members of the GICS(R) consumer discretionary sector.
Changing market circumstances have meant that the Original
Reference Index is no longer consistently satisfying the criteria
of a "financial index" as set out in the UCITS Regulations.
It is proposed that the Original Reference Index will be
replaced with the MSCI USA Consumer Discretionary 20/35 Custom
Index (the "New Reference Index"). The methodology of the New
Reference Index will be the same in all material respects to the
Original Reference Index apart from the weight of the largest group
entity in the New Reference Index will be capped at 31.5% and the
weights of all other entities will be capped at 18% at each
quarterly index rebalancing.
Further details on the index methodology of the New Reference
Index can be found on www.MSCI.com.
For the avoidance of doubt the Fund's name, investment policy,
risk profile and fees remain unchanged. It is intended that the
changes will take effect on or about 1 December 2020.
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 October
2020, at the times set out in the attached notice. Formal notice of
the Meeting is attached hereto.
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 6 October 2020 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 1
December 2020.
Proxy Forms
A proxy form to enable Shareholders to vote at the Meeting or
adjourned meeting is enclosed with this circular. Please read the
notes printed on the form which will assist you in completing and
returning the form. To be valid, your form of proxy must be
received at 25/28 North Wall Quay, Dublin 1 not less than
forty-eight hours before the time appointed for the holding of the
Meeting. You may attend and vote at the Meeting even if you have
appointed a proxy, but in such circumstances, the proxy is not
entitled to vote.
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.
If you are holding shares of the Company through a financial
intermediary or clearing agent, the proxy form including an
indication as to how the proxy should vote, must be returned to the
financial intermediary or clearing agent 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.
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.
Shareholders who have any queries, or to whom any of the above
is not clear, are invited to 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
NOTICE OF EXTRAORDINARY GENERAL MEETING
of
Xtrackers MSCI USA Consumer Discretionary UCITS ETF, ISIN:
IE00BGQYRR35
(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 October 2020 at
25/28 North Wall Quay, Dublin 1, Ireland to consider and if thought
fit, to pass the following resolutions:
By Ordinary Resolution:
1. That the change to the investment objective of the Fund as set out in the
Circular to the Shareholders of the Fund dated 18 September 2020 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 Limited
Secretary
18 September 2020
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.
A 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.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20200918005017/en/
CONTACT:
Xtrackers (IE) plc
SOURCE: Xtrackers (IE) plc
Copyright Business Wire 2020
(END) Dow Jones Newswires
September 18, 2020 04:00 ET (08:00 GMT)
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