Results of Shareholder Meetings of Xtrackers (IE) plc (the Company)
Results of Scheme Meeting and Extraordinary General Meeting in relation to a scheme of arrangement (the Scheme) in which it is proposed to centralise the settlement of trading in shares of the Company in an International Central Securities Depositary (ICSD) structure (the ICSD Settlement Model) and related amendments to the Memorandum and Articles of Association of the Company (resolutions approved).
3 March 2020
The purpose of this announcement is to provide an update on the results of the shareholder meetings held on 2 March 2020, as further described below:
At the Scheme Meeting held at 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 2 March 2020 at 9:00am (Irish time), the resolution to approve the Scheme, as described in the circular issued to shareholders of the Company dated 4 February 2020 (the Circular), was passed. The Circular is available at www.xtrackers.com.
Extraordinary General Meeting
At the Extraordinary General Meeting of the Company held at 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 2 March 2020 at 9:00am1 (Irish time), a resolution was passed to approve the Scheme and to authorise the Company's directors (the Directors) to take such action as they deem necessary or appropriate to implement the Scheme.
A resolution to approve an amendment to the Memorandum of Association of the Company and 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 were 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 High Court of Ireland (the High Court) and the issue of an order of the High Court approving the Scheme (the Court Order), the delivery of a copy of the Court Order to the Registrar of Companies (the CRO) in Ireland, the registration of such Court Order by the CRO and the relevant agreements necessary to facilitate the Scheme, including with the common depositary and Euroclear Bank S.A./N.V, having been agreed in advance of the implementation of the Scheme.
Subject to the above conditions being met, the Directors anticipate that the Scheme will become effective on a date in July 2020 with the exact date to be fixed by the High Court (the Effective Date).
The Effective Date of the Scheme, once fixed, will be announced on the Regulatory News Service operated by the London Stock Exchange plc and will be published in an appropriate manner in each of the other jurisdictions in which Shares of the Company are listed on a stock exchange. The announcement will also be available at www.xtrackers.com.
If there is any change to the anticipated Effective Date of the Scheme, the revised Effective Date (if any) will be announced in the same manner.
Further information in relation to the Scheme may be obtained from the offices of foreign representatives or by sending an email to Xtrackers@dws.com.
Copies of the revised Prospectus, Memorandum and Articles of Association of the Company reflecting the changes will be made available on the website of the Company (www.Xtrackers.com) on or around the Effective Date, and copies thereof may be obtained on request free of charge at the registered office of the Company or at the offices of foreign representatives, once available.
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.
1 Following the conclusion of the Scheme Meeting.