THE HIGH COURT
2020 No 22 COS
(2019 No 19 COM)
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 March Scheme Meeting, which expression shall include any adjourned meeting).
On 2 March 2020, the Company held the March Scheme Meeting at which the Scheme was approved by the Scheme Shareholders.
The Company has been advised that, due to an administrative error, the notice convening the March Scheme Meeting was not distributed to all Scheme Shareholders as directed by the High Court in relation to the Scheme.
In order to (i) ensure compliance of the Scheme with directions given by the High Court; and (ii) avoid any question as to the validity of the results of the March Scheme Meeting in any hearing before the High Court, a new Scheme Meeting has been convened for the purposes of enabling all Scheme Shareholders to consider and, if thought fit, to approve the Scheme (the New Scheme Meeting).
On 31 March 2020, the High Court ordered that the New Scheme Meeting be convened on 21 May 2020 at 11.00 a.m. (Dublin time) at the offices of A&L Goodbody, North Wall Quay, IFSC, Dublin 1, D01 H104, Ireland or alternatively, remotely by teleconference and hosted by Mr Tom Casey, partner in A&L Goodbody, from his home or from the home of such partner of A&L Goodbody at the time as might be appropriate or necessary.
The High Court directed that the Notice of the New Scheme Meeting be sent on or about 28 April 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 5.30 p.m. (Dublin time) on 27 April 2020. A new circular explaining the effect of the Scheme (the New Scheme Circular), and setting out the other information required by Section 452 of the Act will be sent with the Notice of the New Scheme Meeting. A copy of the New Scheme Circular will be available on the Company's website www.xtrackers.com.
The proposal for this Scheme is on identical terms to those set out in the circular issued by the Company on 4 February 2020 (the March Scheme Circular). This New Scheme Meeting is being convened solely because of the administrative error outlined above. Any votes cast in respect of the March Scheme Meeting are not valid in respect of the proposals to be voted on at this New Scheme Meeting.
The High Court ordered that the entitlement to attend and vote at the New 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 5.30 p.m. (Dublin time) on 19 May 2020, or if the New Scheme Meeting is adjourned, 5.30 p.m. (Dublin time) on the day two days before the day set for the adjourned meeting(s) (the Voting Record Time).
In light of the current COVID-19 situation and in order to ensure that their vote counts, shareholders must submit proxies electronically in advance of the New Scheme Meeting, which should eliminate the need for shareholders to attend in person. Any proxies submitted by any other means whatsoever, including by delivery to the Company's registered office, the location of New Scheme Meeting, or delivered by fax, shall not be considered valid and any votes pursuant to such proxies shall not be counted. To be considered valid, all proxies must be submitted sent by e-mail to DWSgeneralmeetings@algoodbody.com in each case not less than 48 hours before the New Scheme Meeting.
The Company acknowledges that the New Scheme Meeting will be conducted in as briefly a manner as is reasonably practicable and the number of physical attendees at the New Scheme Meeting be severely constrained, with no guarantee of entry.
Shareholders will be able to listen to the proceedings of the New Scheme Meeting over a live teleconference in order to limit the number of physical attendees to the minimum possible. The teleconference details are set out in the New Scheme Circular.
The Company will publish any relevant updates regarding the New Scheme Meeting on www.Xtrackers.com.
If the Scheme is approved by the requisite majority at the New Scheme Meeting, the Originating Notice of Motion to be issued by the Company will be listed for mention and any necessary directions on 25 May 2020 and for hearing on a date during the week commencing 22 June 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: 28 April 2020
Signed: A&L Goodbody
Solicitors for the Xtrackers (IE) Public Limited Company
International Financial Services Centre
North Wall Quay