THE HIGH COURT
2020 No 22 COS
IN THE MATTER OF XTRACKERS (IE) PUBLIC LIMITED COMPANY
IN THE MATTER OF THE COMPANIES ACT 2014 (AS AMENDED)
IN THE MATTER OF A PROPOSAL FOR A SCHEME OF ARRANGEMENT PURSUANT TO SECTION 449 TO 455 OF THE COMPANIES ACT 2014 (AS AMENDED)
NOTICE is hereby given that an Originating Notice of Motion was made returnable before the Irish High Court on 27 January 2020 applying for an Order pursuant to Section 450(3) of the Companies Act 2014 (the Act) directing that a meeting of the Scheme Shareholders (as defined in a proposed scheme of arrangement between Xtrackers (IE) Public Limited Company (the Company) and its shareholders (the Scheme)) be convened to consider and, if thought appropriate, to approve (with or without modification) the Scheme (such meeting, the Scheme Meeting, which expression shall include any adjourned meeting).
The High Court ordered that the Scheme Meeting be convened on 2 March 2020 at 9.00 a.m. (Dublin time) at the offices of A&L Goodbody, North Wall Quay, IFSC, Dublin 1, D01 H104, Ireland.
The High Court directed that the Notice of the Scheme Meeting be sent on or about 4 February 2020 in accordance with the Company’s Articles of Association to the members of the Company (other than to Restricted Overseas Shareholders as defined in the Scheme) who appear on the Company's share register at 9 p.m. (Dublin time) on 3 February 2020. A circular explaining the effect of the Scheme (the Circular), and setting out the other information required by Section 452 of the Act will be sent with the Notice of the Scheme Meeting. A copy of the Circular will be available for inspection or upon request from the offices of the Company’s Irish solicitors, A&L Goodbody, International Financial Services Centre, Dublin, Ireland. A copy of the Circular will be available on the Company's website www.xtrackers.com.
The High Court ordered that the entitlement to attend and vote at the Scheme Meeting and the number of votes which may be cast thereat be determined by reference to the register of members of the Company at 9.00 p.m. (Dublin time) on 28 February 2020, or if the Scheme Meeting is adjourned, 9.00 p.m. (Dublin time) on the day two days before the day set for the adjourned meeting(s) (the Voting Record Time).
Any proxy for the Scheme Meeting may be lodged with the Secretary of the Company at 25-28 North Wall Quay, Dublin 1, Ireland or a copy sent by fax to +353 (0) 1 649 2649 or e-mail to firstname.lastname@example.org and/or email@example.com in each case not less than 24 hours before the Scheme Meeting.
If the Scheme is approved by the requisite majority at the Scheme Meeting, the Originating Notice of Motion to be issued by the Company will be listed for mention and any necessary directions on 23 March 2020 and for hearing on a date during the week commencing 4 May 2020 or on such other day to which the application might be adjourned (the Scheme Sanction Hearing).
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.
Dated: 4 February 2020
Signed: A&L Goodbody
Solicitors for the Xtrackers (IE) Public Limited Company
International Financial Services Centre
North Wall Quay