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
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® 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.
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.
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.
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.
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.
For and on behalf of
Xtrackers (IE) plc
NOTICE OF EXTRAORDINARY GENERAL MEETING
Xtrackers MSCI USA Consumer Discretionary UCITS ETF, ISIN: IE00BGQYRR35
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:
- 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
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 email@example.com.