OSSIAM US MINIMUM VARIANCE ESG NR UCITS ETF (USMV)
OSSIAM LUX Société anonyme - Société d'investissement à capital variable Registered office: 49 Avenue J.F. Kennedy L-1855 Luxembourg R.C.S. Luxembourg B160071 (the "Company")
NOTICE TO THE SHAREHOLDERS OF OSSIAM LUX - OSSIAM US MINIMUM VARIANCE ESG NR
Luxembourg, March 19th, 2020
Dear Shareholder,
The board of directors of the Company (the "Board") is writing to you in your capacity as a shareholder of OSSIAM LUX - Ossiam US Minimum Variance ESG NR (the "Merging Sub-Fund").
The Board proposes to merge the Merging Sub-Fund with the sub-fund OSSIAM IRL ICAV - Ossiam US Minimum Variance ESG NR UCITS ETF (the "Receiving Sub-Fund") of OSSIAM IRL ICAV, an Irish undertaking for collective investment in transferable securities (the "Receiving Fund"), subject to the approval of the shareholders of the Merging Sub-Fund (the "Merger"), in accordance with article 66 (4) of the amended law of 17 December 2010 on undertakings for collective investment (the "2010 Law").
The purpose of this letter is to provide you with details of the Merger and its implications for you as a shareholder of the Merging Sub-Fund. Shareholders will be separately convened to an extraordinary general meeting of shareholders of the Merging Sub-Fund deciding on the Merger (the "Meeting").
Subject to the approval of the shareholders of the Merging Sub-Fund (the "Shareholders"), the Merger will become effective on April 24, 2020 at midnight (CET) (or at any other date as may be proposed by the chairman at the meeting) (the "Effective Date").
1. Rationale and Background of the Merger
The Receiving Fund was incorporated in Ireland having its registered office at 70, Sir John Rogerson's Quay, Dublin 2, Ireland, and qualifies as an open-ended umbrella type Irish collective asset-management vehicle ("ICAV") and was established as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulation, 2011 (S.I. No. 352 of 2011) as amended (the "2011 Regulations").
The Company and the Receiving Fund are both managed by Ossiam, a French société à directoire et conseil de surveillance with a share capital of € 262,160, with its registered office at 6, place de la Madeleine, 75008 Paris, France, and with registration number 512 855 958 RCS Paris. Ossiam is registered as a Société de Gestion de Portefeuille with the French Autorité des Marchés Financiers under number GP10000016 and is authorised to act as a management company of UCITS. Ossiam is a subsidiary of Natixis Investment Managers (formerly Natixis Global Asset Management), which is ultimately controlled by Natixis, Paris, France.
The directors of the Company and the Receiving Fund have approved this merger proposal for the harmonization of its product range and provide more visibility to investors by gathering its sub-funds that embed ESG (Environment, Social Governance) criteria under Ossiam IRL ICAV.
The Board therefore recommends that you vote in favour of the Merger at the Meeting.
Shareholders who do not agree with the Merger may redeem their shares in the Merging Sub-Fund (the "Shares") without any redemption charge in accordance with section 4 "Terms of the Merger" below.
2. Possible impact of the Merger on the Shareholders
The Merging Sub-Fund is part of a Luxembourg UCITS subject to the Law of 2010 whereas the Receiving Sub-Fund is part of an Irish UCITS subject to Part 2 of the Irish Collective Asset management Vehicles Act, 2015 and the 2011 Regulations, as amended.
As from the Effective Date, Shareholders who do not redeem their shares before the relevant Cut-Off-Point (as defined below) will become shareholders of the Receiving Sub-Fund, and as such will become shareholders of an Irish UCITS.
2.1 Investment policy and related risks
The Receiving Sub-Fund's investment policy and risks are substantially the same as those of the Merging Sub-Fund.
The Merging Sub-Fund and the Receiving Fund are both index trackers, which primarily invest through physical replication in all or part of the equity securities comprised in the US ESG Minimum Variance Index NR (the "Index") and in substantially the same weights as in the Index. The Index is a total return index (net dividends reinvested) expressed in USD, calculated and published by Solactive AG.
The Merger will not have any impact on the portfolio of the Merging Sub-Fund and it will hence not be necessary to rebalance the portfolio of the Merging Sub-Fund for the purpose of the Merger.
The key differences between the Merging Sub-Fund and the Receiving Sub-Fund can be summarised as follows:
The Merging Sub-Fund may use derivatives for hedging and investment purposes and enter into securities lending and borrowing transactions as well as repurchase agreement transactions whereas the Receiving Sub-Fund may not use financial derivative instruments and may not have any exposure to repurchase agreements, stock-lending transactions or total return swaps.
2.2 Dealing deadline and service providers
Dealing deadline
The applicable deadline for subscriptions or redemptions on the primary market in respect of the Merging Sub-Fund is 4:15 p.m. (Luxembourg time) on each Dealing Day (as defined in the Company's prospectus) whereas the applicable deadline for subscriptions or redemptions on the primary market in respect of the Receiving Sub-Fund is 3:00 p.m. (Irish time) on each Dealing Day (as defined in the Receiving Fund's supplement).
Service providers
The various service providers in charge of the administration, registrar and transfer agency functions as well as depositary functions of the Company and the Receiving Fund are not identical:
- The Company's administrator, registrar and transfer agent is State Street Bank International GmbH, Luxembourg Branch with registered office at 49 avenue J.F. Kennedy, L-1855 Luxembourg whereas the Receiving Fund's administrator, registrar and transfer agent is BNY Mellon Fund Services (Ireland) DAC with registered office at One Dockland Central Guild Street, IFSC, Dublin 1, Ireland.
- The Company's depositary is State Street Bank International GmbH, Luxembourg Branch, with registered office at 49 avenue J.F. Kennedy, L-1855 Luxembourg whereas the Receiving Fund's depositary is The Bank of New York Mellon SA/NV, Dublin Branch with registered office at Riverside Two, Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, Ireland.
2.3 Fees and Expenses
The table below provides an overview of the charges applicable to the Merging Sub-Fund and the Receiving Sub-Fund.
1 Ongoing charges include all expenses of the Merging Sub-Fund, including (but not limited to) fees payable to the Management Company, the Depositary and the Administrative Agent but excluding transaction costs. 2 The total expense ratio which includes the ordinary operating and administrative expenses of the Receiving Sub-Fund including (but not limited to) Directors', auditors', legal advisors', Administrator's, Depositary's, sub-custodian's, Index Providers' and other service providers' fees and expenses as well as the annual management and advisory fee.
For a detailed description of the applicable fees in the Receiving Sub-Fund, please refer to section "Fees and Expenses" of the Receiving Fund's prospectus and supplement.
2.4 Tax impact
The Merger will not subject the Merging Sub-Fund or the Receiving Sub-Fund to taxation in Luxembourg at entity level. Individual investors may however be subject to taxation in their tax domiciles or other jurisdictions where they pay taxes.
As tax laws differ widely from country to country, we recommend that you consult your tax advisers as to the tax implications of the Merger specific to your individual case.
3. Shareholder's Rights
Upon the Effective Date, subject to approval of the Shareholders at the Meeting, all Shareholders who have not requested redemption of their Shares in the Merging Sub-Fund will receive the same number of shares in the Receiving Sub-Fund that they currently hold in the Merging Sub-Fund (details of the shares you will receive in the Receiving Sub-Fund are set out in the table below):
For the avoidance of doubt, Shareholders will continue to hold shares in a regulated investment company and will benefit from the general safeguards applicable to UCITS pursuant to the Directive 2009/65/EU.
Further, Shareholders may continue to participate and exercise their voting rights in shareholder meetings, request redemption and conversion of their shares on any Dealing Day as set out in the Receiving Fund's prospectus.
Please refer to Appendix I for the principal differences between the Merging Sub-Fund and the Receiving Sub-Fund as disclosed in their respective prospectuses.
4. Terms of the Merger
The Merger is subject to the approval of the Shareholders at the Meeting. Shareholders will be separately convened to the and informed of the outcome of the Meeting and whether the Merger will proceed.
Shareholders should note that no new subscriptions of shares or redemptions (without any redemption charge) in the Merging Sub-Fund will be accepted after April 20, 2020 at 4:15 p.m. (CET), (the "Cut-Off Point"). The Board and the board of directors of the Receiving Fund agree to reduce the five working day period mentioned in article 73 (1) of the 2010 Law between the expiration of the right of the shareholders to request redemption of their shares free of charge and the Effective Date to three working days as both parties agree that, operationally five working days are not necessary to complete the Merger in an orderly fashion due to the portfolio of the Merging Sub-Fund being sufficiently liquid so that no rebalancing will therefore be required prior to the Effective Date.
Shareholders who do not agree to the contemplated Merger may redeem their Shares up until the Cut-Off Point (without any redemption charge) and dealing in the Merging Sub-Fund will be suspended thereafter.
Shareholders who vote against the Merger or who abstain from voting at the Meeting should note that if they do not make use of the above redemption right, they will automatically take part in the Merger if the latter is eventually approved by the Meeting.
After the Effective Date all deal requests must be transmitted to the administrator of the Receiving Fund, BNY Mellon Fund Services (Ireland) DAC and settlement of any transactions must be made in accordance with the provisions of the prospectus of the Receiving Fund.
On the Effective Date, all outstanding assets and liabilities (the "Assets") of the Merging Sub-Fund will be transferred to the Receiving Sub-Fund. The Merging Sub-Fund will have accrued sums required to cover known liabilities.
The Assets of the Merging Sub-Fund will be valued in accordance with the valuation principles contained in the Merging Sub-Fund's prospectus and its articles of incorporation on the Effective Date. The outstanding liabilities generally comprise fees and expenses due but not paid, as reflected in the assets of the Merging Sub-Fund.
Any additional liabilities accruing after the Effective Date will be borne by the Receiving Sub-Fund.
The legal, advisory and administrative costs associated with the preparation and the completion of the Merger will be borne by the Company's and the Receiving Fund's management company, Ossiam.
The total value of the shares the Shareholders will receive in the Receiving Sub-Fund will correspond to the total value of the Shares the Shareholders held in the Merging Sub-Fund. Shareholders will receive the same number of shares in the Receiving Sub-Fund as they had previously held in the Merging Sub-Fund. The share exchange ratio will be 1:1.
Following the Merger, shares in the Merging Sub-Fund will be cancelled and Shareholders will be issued shares of the Receiving Sub-Fund, which will be issued without charge and in registered form.
5. Additional Information
Anti-money laundering requirements
The anti-money laundering requirements for the Receiving Fund will remain broadly the same as the Merging Fund. However, Shareholders may be required to provide shareholder verification and other additional documentation to BNY Mellon Fund Services (Ireland) DAC in its capacity as transfer agent to the Receiving Fund.
Data Protection
Shareholders and their representative(s) (including, without limitation, legal representatives and authorised signatories), employees, directors, officers, trustees, settlors, their shareholders and/or unitholders, nominees and/or ultimate beneficial owner(s), as applicable (the "Data Subjects") are informed that all of the information and documentation they have provided in the context of the related investments in the Merging Sub-Fund (the "Information") will need to be disclosed and transferred to the administrator, registrar and transfer agent, the depositary and other service providers of OSSIAM IRL ICAV (the "Recipients") for the purpose of carrying out the Merger.
The transfer of the Information will be carried out in accordance with Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the "General Data Protection Regulation"), as well as any law or regulation relating to the protection of personal data applicable to them, and as such laws and regulations may be modified or complemented from time to time (together the "Data Protection Legislation").
The Information includes information, required in the context of the Merger, on the Data Subjects' shareholding in the Merging Sub-Fund, including account opening information and information included in the register of shareholders and other personal data, which is currently maintained and/or processed by the Recipients of OSSIAM LUX.
Insofar as Information is not provided by the Data Subjects themselves (i.e. when it includes information concerning other data subjects), Shareholders who are not natural persons, represent and warrant to (i) adequately inform any such other data subject about the processing of their Information and their related rights (as well as how to exercise them) as applicable, in accordance with this notice and the Data Protection Legislation requirements and, (ii) where necessary and appropriate, obtain in advance any consent that may be required for the processing of the Information of such other data subjects in accordance with the requirements of the Data Protection Legislation. Any consent so obtained shall be documented in writing and made available on demand.
Shareholders are informed that further (updated) information relating to the processing of the Information may be provided or made available, on an ongoing basis, through additional documentation and/or, through any other communications channels, including electronic communication means, such as electronic mail, internet/intranet websites, portals or platform, as deemed appropriate to allow the Recipients to comply with their information obligations according to the Data Protection Legislation.
Listing
Shareholders should note that the share classes of the Merging Sub-Fund will be delisted from the Listing Stock Exchange and that the last trading day on each stock exchange will be on April 20, 2020.
The share classes of the Receiving Sub-Fund will be listed after the Effective Date.
Availability of Documents
Copies of the report of the approved statutory auditor relating to the Merger, the KIID of the Receiving Sub-Fund and the merger proposal may be obtained free of charge upon request at the registered office of the Company and the Receiving Fund and from the following website www.ossiam.com.
Contact information If you have any questions or concerns about the Merger, please contact a client service representative either via email at info@ossiam.com or via telephone on +33 1 84 79 42 70.
Yours faithfully,
The Board
APPENDIX I
COMPARISON OF KEY FEATURES OF OSSIAM LUX - OSSIAM US Minimum Variance ESG NR (THE "MERGING SUB-FUND") AND OSSIAM IRL ICAV - OSSIAM US Minimum Variance ESG NR UCITS ETF (THE "RECEIVING SUB-FUND")
Shareholders are invited to refer to the prospectus of OSSIAM LUX and the prospectus/supplement of OSSIAM IRL ICAV for more information on the respective features of OSSIAM LUX - OSSIAM US Minimum Variance ESG NR and OSSIAM IRL ICAV - OSSIAM US Minimum Variance ESG NR UCITS ETF.
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ISIN: | LU0599612412 |
Category Code: | PNM |
TIDM: | USMV |
LEI Code: | 5493008ONDX4OB46PS90 |
Sequence No.: | 53434 |
EQS News ID: | 1002025 |
End of Announcement | EQS News Service |
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