Registered in Dublin as an open-ended variable capital umbrella
investment company with limited liability and as an umbrella fund
with segregated liability between sub-funds.
Registration Number 393802. Registered Office as above.
Directors: Tom Murray (Irish), Michael Whelan (Irish), Gerry
Grimes (Irish), Alex McKenna (British)
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 USD EMERGING MARKETS BOND QUALITY WEIGHTED UCITS
ETF
ISIN: IE00BD4DX952
(the Fund)
_________________________________________________________________________________
This document is important and requires your immediate
attention. If you are in doubt as to the action you should take you
should seek advice from your 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. If you have sold or transferred all of your
shares in the Fund please 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.
_________________________________________________________________________________
08 January 2021
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 on 5 February 2021 at 9
a.m. (Dublin time) at 25/28 North Wall Quay, Dublin 1, Ireland (the
"Meeting" or the "EGM"). 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 the Fund is to reflect the
performance of the Markit iBoxx USD Emerging Markets Sovereigns
Quality Weighted Index (the "Original Reference Index"). The
Original Reference Index aims to offer a targeted coverage of the
USD-denominated emerging market sovereign bonds universe with
adjusted weights, by allocating higher weights to countries with
relatively solid fundamentals while reducing weights of countries
with relatively weak fundamentals.
It is proposed that the Original Reference Index will be
replaced with the iBoxx(R) MSCI ESG USD Emerging Markets Sovereigns
Quality Weighted Index (the "New Reference Index"). The methodology
of the New Reference Index will be the same in most material
respects to the Original Reference Index apart from it will also
take into account MSCI ESG Government Ratings for selection and
weighting purposes. The MSCI ESG Government Ratings are sourced
from MSCI ESG Research LLC Environmental, Social and Governance
standards (ESG) criteria. The New Reference Index aims to offer a
targeted coverage of the USD-denominated emerging market sovereign
bonds universe with adjusted weights, by allocating higher weights
to countries with relatively solid fundamentals and higher MSCI ESG
Government Ratings while reducing weights of countries with
relatively weak fundamentals and lower MSCI ESG Government
Ratings.
MSCI ESG Government Ratings assess a country's exposure to and
management of environmental, social and governance risk and explain
how these factors might impact the long-term sustainability of its
economy. By providing a long-term view on sustainability the
ratings aim to complement traditional government debt analysis for
analysing a country's credit worthiness.
Further details on the index methodology of the New Reference
Index can be found https://ihsmarkit.com/products/indices.html.
If the ordinary resolution is approved by the Shareholders of
the Fund, the name of the Fund will be changed to "Xtrackers ESG
USD Emerging Markets Bond Quality Weighted UCITS ETF", the fees
will be amended as set out below and the Fund will no longer be
able to engage in securities lending.
Current Management Current All-in Fee New Management New All-in Fee
Company Fee Company Fee
0.40% per annum 0.50% per annum 0.35% per annum 0.45% per annum
For the avoidance of doubt, the Platform Fee will remain
unchanged. A summary of all proposed changes is available in
Appendix 1 to this letter.
Shareholder Approval
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 February
2021, at the times set out in the attached notice. Formal notice of
the Meeting and Proxy form are attached hereto (as Appendix 2).
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 12 February 2021 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 26
February 2021.
Entitlement to attend and vote
Please note that you are only entitled to attend and vote at the
Meeting (or any adjournment thereof) if you are a registered
shareholder. As the sub-funds in the Company use the International
Central Securities Depositary ("ICSD") model of settlement and
Citivic Nominees Limited is the sole registered shareholder of
shares in the Fund under the ICSD settlement model (the "Registered
Shareholder"), investors in the Fund should submit their voting
instructions through the relevant ICSD or the relevant participant
in an ICSD (such as a local central securities depositary, broker
or nominee). If any investor has invested in the Fund through a
broker/dealer/other intermediary, the investor should contact this
entity to provide voting instructions.
The Company specifies that only those members registered in the
Register of Members of the Company at 10.30 a.m. on Friday the 5
February 2021 or, if the Meeting is adjourned, at 6.00 p.m. on the
day that is two days prior to the adjourned meeting (the "Record
Date"), shall be entitled to attend, speak, ask questions and vote
at the Meeting, or if relevant, any adjournment thereof and may
only vote in respect of the number of shares registered in their
name at that time. Changes to the Register of Members after the
record date shall be disregarded in determining the right of any
person to attend and/or vote at the Meeting or any adjournment
thereof.
Appointment of proxies
A form of proxy is enclosed with this notice for use by the
Registered Shareholder. As mentioned above, investors in the Fund
who are not Registered Shareholders should submit their voting
instructions through the relevant ICSD or the relevant participant
in an ICSD (such as a local central securities depositary, broker
or nominee), instead of using the form of proxy attached
hereto.
To be effective, the form of proxy duly completed and executed,
together with a copy of the power of attorney or other authority
under which it is executed must be deposited by Registered
Shareholders at the offices of the office of the Company Secretary,
Goodbody Secretarial Limited, IFSC, North Wall Quay, Dublin 1,
Ireland, so as to be received no later than 24 hours before the
time appointed for the Meeting or any adjournment thereof or (in
the case of a poll taken otherwise than at or on the same day as
the Meeting or adjourned Meeting) at least 24 hours before the
taking of the poll at which it is to be used. Any alteration to the
form of proxy must be initialled by the person who signs it.
Enquiries
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.
If you have any queries, or if any of the above is not clear,
please write to us at the above address.
Conclusion
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.
______________________________
Director
For and on behalf of
Xtrackers (IE) plc
APPENDIX 1
Summary of proposed changes
Current New Fund Share class Current New Index Current Current New New
Fund Name Index Management All-in Management All-in
Name Company Fee Company Fee
Fee Fee
Xtrackers Xtrackers 1D Markit iBoxx(R) 0.40% per 0.50% per 0.35% per 0.45% per
USD ESG USD (IE00BD4DX952) iBoxx USD MSCI ESG annum annum annum annum
Emerging Emerging Emerging USD
Markets Markets Markets Emerging
Bond Bond Sovereigns Markets
Quality Quality Quality Sovereigns
Weighted Weighted Weighted Quality
UCITS UCITS Index Weighted
ETF ETF Index
Registered in Dublin as an open-ended variable capital umbrella
investment company with limited liability and as an umbrella fund
with segregated liability between sub-funds.
Registration Number 393802. Registered Office as above.
Directors: Tom Murray (Irish), Michael Whelan (Irish), Gerry
Grimes (Irish), Alex McKenna (British)
APPENDIX 2
NOTICE OF EXTRAORDINARY GENERAL MEETING
of
XTRACKERS USD EMERGING MARKETS BOND QUALITY WEIGHTED UCITS
ETF
ISIN: IE00BD4DX952
(the "Fund")
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of
the Fund will be held at 9 a.m. (Dublin time) on 5 February 2021 at
25/28 North Wall Quay, Dublin 1, Ireland to consider and if thought
fit, to pass the following resolution:
By Ordinary Resolution:
1. That the change to the investment objective of the Fund as set out in the
Circular to the Shareholders of the Fund dated 8 January 2021 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
Secretary
08 January 2021
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.
The Registered 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
gslfunds@algoodbody.com. Please also refer to the "Notes to the
Proxy Form" on page 7 of this Notice.
FORM OF PROXY
XTRACKERS (IE)
PUBLIC LIMITED COMPANY
(the Company)
XTRACKERS USD EMERGING MARKETS BOND QUALITY WEIGHTED UCITS
ETF
ISINs: IE00BD4DX952
(the "Fund")
I/We
____________________________________________________________________________
being a Shareholder of the above named Fund, hereby appoint the
Chairman of the meeting or failing him or her, Sarah O'Donovan or
failing her, another representative of Goodbody Secretarial Limited
or A&L Goodbody or
______________________________________________________________ to
vote for me/us* on my/our* behalf at an Extraordinary General
Meeting of the Fund to be held at 9 a.m. on 5 February 2021 and at
any adjournment thereof.
*Please delete as appropriate
Signature: _______________________ Date:
_______________________
Please indicate with an 'X' in the space below how you wish your
vote to be cast. Unless otherwise instructed, the proxy will vote
or abstain from voting as he thinks fit.
Ordinary Resolution FOR AGAINST ABSTAIN
1. That the change to the investment objective of the
Fund as set out in the Circular to the Shareholders of
the Fund dated 08 January 2021 be and is hereby
approved.
Notes:
1.To be valid, this proxy form (and the power of attorney or
other authority, if any, under which it is signed or a notarially
certified copy thereof) must be received or deposited at the
offices of the Company Secretary, Goodbody Secretarial Limited,
IFSC, North Wall Quay, Dublin 1, Ireland (facsimile + 353 1 1649
2649 or by email to gslfunds@algoodbody.com) for the attention of
Sarah O'Donovan not less than 24 hours before the time of the
Extraordinary General Meeting.
2. Please insert your name(s) and address in BOLD TYPE and sign
and date the form.
3. If any amendments are made they should be initialled.
4. If you wish to appoint as your proxy some person other than
the Chairman of the Extraordinary General Meeting insert in block
capitals the full name of the person of your choice. A proxy need
not be a Shareholder of the Company.
5. The proxy will exercise his/her discretion as to how he/she
votes or whether he/she abstains from voting on the resolution if
no instruction is given in respect of each resolution, and on any
business or resolution considered at the Extraordinary General
Meeting other than the resolutions referred to in the Notice of the
Extraordinary General Meeting.
6. 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.
7. The completion and return of the proxy form will not preclude
Shareholders from attending and voting at the said Extraordinary
General Meeting should they decide to do so.
8. If you are holding shares of the Company through the relevant
ICSD or the relevant participant in an ICSD (such as a local
central securities depositary, broker or nominee), the proxy form
including an indication as to how the proxy should vote, must be
returned to the relevant ICSD or the relevant participant in an
ICSD 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.
Registered in Dublin as an open-ended variable capital umbrella
investment company with limited liability and as an umbrella fund
with segregated liability between sub-funds.
Registration Number 393802. Registered Office as above.
Directors: Tom Murray (Irish), Michael Whelan (Irish), Gerry
Grimes (Irish), Alex McKenna (British)
View source version on businesswire.com:
https://www.businesswire.com/news/home/20210108005014/en/
CONTACT:
Xtrackers (IE) plc
SOURCE: Xtrackers (IE) plc
Copyright Business Wire 2021
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