CIRCULAR TO THE SHAREHOLDERS OF
SOURCE MARKETS II PLC
NOTICE CONVENING THE ANNUAL GENERAL MEETING TO BE HELD AT 12.30 P.M. IRISH TIME, 4 NOVEMBER 2016
AT 2ND FLOOR, BEAUX LANE HOUSE, MERCER STREET LOWER, DUBLIN 2, IRELAND IS SET OUT HEREIN.
FORMS OF PROXY SHOULD BE RETURNED BY
12.30 P.M. IRISH TIME ON 2 NOVEMBER 2016
MFD Secretaries Limited
2nd Floor, Beaux Lane House Mercer Street Lower Dublin 2
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about the contents of this document, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser.
If you have sold or transferred all of your Shares, you should pass this document, together with the relevant accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was made for transmission to the purchaser or transferee. However, such documents should not be forwarded in or into the United States of America.
Capitalised terms used in this document shall bear the same meaning as the capitalised and defined terms used in the prospectus of the Company and the supplement of each sub-fund of the Company (the "Funds"). A copy of the prospectus of the Company and of the supplements of the Funds are available upon request during normal business hours from the registered office of the Company. This circular is not required to be and has not been reviewed by the Central Bank of Ireland (the "Central Bank").
Registered in Ireland as an open-ended variable capital umbrella investment company with limited liability and segregated liability between sub-funds.
Registration Number 463397. Registered Office as above. Directors: David McGeough (Irish), Mike Kirby (Irish), Gary Buxton (UK)
Date: 12 October 2016
Re: Annual General Meeting and Approval of Amendments to the Constitution of the Company
We are writing to you in your capacity as a Shareholder to notify you that the directors of the Company (the "Directors") have resolved to convene the Annual General Meeting ("AGM") of the Company to be held on 4 November 2016 at 12.30 p.m. Irish time at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland.
The first financial period of the Company is from its date of incorporation, being 11
September 2015, to 31 December 2016. In order to comply with section 175 of the Companies Act 2014 (the "Companies Act") the first Annual General Meeting is required to be held within 18 months of its incorporation. The Directors are aware that the auditors are not currently in a position to finalise the Directors Report and Statements of Accounts for the period ended 31 December 2016. In light of this, consideration of an adjournment of the approval of such Directors Report and Statements of Accounts will be an item of ordinary business at the forthcoming AGM.
In addition to the ordinary business of the AGM, the Shareholders will be asked at the AGM to consider proposals to amend the constitutional document of the Company (the "Constitution").
The majority of the proposed changes to the Constitution are to reflect changes introduced in:
(a) the Companies Act;
(b) Directive 2014/91/EU of the European Parliament and of the Council of 23 July
2014 ("UCITS V") which amends Directive 2009/65/EC of the European Parliament as implemented in Ireland by the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations,
2011 as amended by the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2016 (together the "UCITS Regulations"); and
(c) the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations
2015 (the "Central Bank UCITS Regulations") and ancillary Central Bank guidance.
The text of the proposed changes to the Constitution is set out in marked-up form in the attached Schedule A. These changes require Shareholder approval and are being considered as items of special business at the forthcoming AGM. The Directors reserve the right to propose other amendments to the Constitution to be approved by Shareholders at the AGM.
B. PROPOSED AMENDMENTS TO THE CONSTITUTION (a) The Companies Act 2014
The Companies Act 2014 was signed into law in Ireland on 23 December 2014 and came into effect from 1 June 2015. References to the Companies Acts 1963 - 2013 and the provisions thereof have now been amended to refer to the corresponding provisions of the Companies Act 2014.
(b) The UCITS Regulations
The implementation of the UCITS V regulatory regime required certain changes to the role of the custodian, now known as a depositary, appointed to a UCITS, including, among other things, additional obligations and responsibilities in respect of the safekeeping of assets, regulatory oversight and cash-flow monitoring of a UCITS. The Company has already agreed amendments to its agreement with Northern Trust Fiduciary Services (Ireland), as depositary to the Company, and such changes are being reflected in an amended and restated depositary agreement and in an updated Prospectus (the "Prospectus") in the sections entitled "Depositary" and "Material Contracts". The Constitution must therefore be updated to reflect these changes.
(c) The Central Bank UCITS Regulations
The Central Bank UCITS Regulations have superseded the Central Bank's series of UCITS Notices and Guidance Notes. Accordingly, it is proposed to update the Constitution to ensure alignment with the provisions of the Central Bank UCITS Regulations and consistency with other fund documentation.
(d) FATCA and CRS
The Governments of Ireland and the United States have signed an Agreement to improve International Tax Compliance and to implement the Foreign Account Tax Compliance Act ("FATCA") (the "IGA") which provides for the automatic reporting and exchange of information in relation to accounts held in Irish 'financial institutions' by US persons and the reciprocal exchange of information regarding US financial accounts held by Irish residents. Accordingly, disclosure in relation to FATCA has been inserted in the Constitution.
In addition, on 17 December 2015, regulations implementing the OECD Common Reporting Standard ("CRS") in Ireland were signed and require the Company to put in place procedures to gather certain information about their investors. Accordingly, disclosures in relation to CRS have also been inserted in the Constitution.
In addition to the changes highlighted above, certain other ancillary non-material changes have been proposed to the Constitution and are outlined in the marked-up document appended to the Circular.
H. NOTICE OF MEETING
You will find enclosed a notice of the AGM of the Company, which will be held at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2 on 4 November 2016 at 12.30 p.m.
At the AGM, Shareholders will be asked to consider the adjournment of the approval of the
Directors Report and Statements of Accounts of the Company until such time as it
becomes available and to consider the amendments to the Constitution described above as items of ordinary and special business respectively.
The adjournment requires approval of the Shareholders by way of ordinary resolution consisting of a simple majority of votes in favour of the resolution made by Shareholders in person or by proxy.
The changes to the Constitution require the approval of the Shareholders by way of special resolution. This means that at least 75% of the Shareholders present and voting in person or by proxy must vote in favour of these resolutions. The precise terms of the proposed amendments are set out in Schedule A attached to this letter and will be available for inspection from the date of dispatch of this letter until the close of business on
3 November 2016 at the offices of the Secretary and at the place of the AGM for at least fifteen minutes prior to and during the meeting.
A copy of the revised Constitution is available upon request from the Secretary.
I. PROXY FORMS
A proxy form to enable you to vote at the AGM is enclosed with this Circular. Please read the notes printed on the form which will assist you in completing and returning the form. Your form of proxy must be received at the office of the Secretary or at such other place as is specified in the notice of the AGM before the time appointed for the holding of the AGM or adjourned AGM. You may still attend and vote at the AGM even if you have appointed a proxy, but in such circumstances, the proxy is not entitled to vote.
J. EFFECTIVE DATE OF CHANGES IF APPROVED
Subject to Shareholder approval, the changes to the Constitution will take effect on the later of the date of the meeting or on the date on which any documentation required by the Central Bank and submitted by the Company has been approved by the Central Bank.
The Directors of the Company consider that the proposed adjournment and changes to the Constitution are in the best interests of the Shareholders as a whole and recommend that you vote in favour of the proposals.
We would be grateful of your support for the resolutions either in presence at the AGM or by proxy. If you do not wish to attend the AGM, please complete the enclosed proxy and return it to MFD Secretaries Limited, 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland.
In addition and up to the Effective Date, shareholders may obtain the Prospectus, a copy of the Supplement, the key investor information document, the latest annual and semi- annual reports and copies of the Constitution free of charge from the registered office of the Manager and the respective local agents in the countries where the Company is registered including in Switzerland from BNP Paribas Securities Services, Paris, succursale de Zurich, Selnaustrasse 16, 8002 Zurich which is the Swiss representative and paying agent as well as from the German information agent Marcard, Stein & Co AG, Ballindamm 36, 20095 Hamburg, Germany and on the website of the Company - www.SourceETF.com.
Should you have any queries in relation to the contents of this letter please consult with your professional adviser or contact the Company through its Secretary at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland.
for and on behalf of
Source Markets II plc
SOURCE MARKETS II PUBLIC LIMITED COMPANY (the "Company")
Incorporated in Ireland, Registered No.: 463397
Registered Office Beaux Lane House Lower Mercer Street Dublin 2
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company, will be held at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2 on 4 November 2016 at 12.30 p.m. Irish time for the purposes of transacting the following business of the Company:-
1. To approve the adjournment of the approval of the Directors Report and Statements of Accounts of the Company for the period ended 31 December 2016 until such time as the Directors Report and Statements of Account of the Company for the period ended 31 December 2016 become available.
2. To approve the changes to the Constitution as set out in the Schedule to the
Circular to Shareholders of the Company dated 12 October 2016.
Dated this 12 October 2016
By order of the Board
MFD Secretaries Limited
Note: A member entitled to attend, speak and vote at the Annual General Meeting is entitled to appoint a proxy to attend, speak and vote on their behalf. A body corporate may appoint an authorised representative to attend, speak and vote on its behalf. A proxy or an authorised representative need not be a member of the Company.
Pursuant to Section 180 of the Companies Act 2014, the Company hereby specifies that only those shareholders registered in the Register of Members of the Company as at 6.00 p.m. on 3 November
2016 shall be entitled to attend, speak, ask questions and vote at the Annual General Meeting in respect of the number of shares registered in their name at that time.
SOURCE MARKETS II PUBLIC LIMITED COMPANY (the "Company")
FORM OF PROXY
We being a Shareholder of the Company:
hereby appoint the Chairman of the Company or failing him, Ms Lisa Connaughton c/o 2nd Floor Beaux Lane House, Mercer Street Lower Dublin 2 or failing her, Mr Brendan Byrne, c/o 2nd Floor Beaux Lane House, Mercer Street Lower, Dublin 2 or failing him, Mr Anthony Finegan c/o 2nd Floor Beaux Lane House, Mercer Street Lower, Dublin 2, or failing any of these, an authorised representative of MFD Secretaries Limited or any Director of the Company or
as our proxy and to vote for us on our behalf at the
Annual General Meeting of the Company to be held at 2nd Floor Beaux Lane House, Mercer Street Lower, Dublin 2 on 4 November 2016 at 12.30 p.m. Irish time and at any adjournment thereof.
Please indicate with an "X" in the boxes below how you wish the proxy to vote.
To approve the adjournment of the approval of the Directors Report and Statements of Accounts of the Company for the period ended 31
December 2016 until such time as the Directors Report and
Statements of Account of the Company for the period ended 31
December 2016 become available.
To approve all necessary changes in the Constitution of the Company to reflect:
· the Companies Act 2014, including but not limited to updated defined terms, legislative references, reformatting as a Constitution and Articles 30 and 44 of the Constitution;
· the implementation of the UCITS V regime by the Company, including but not limited to updated defined terms and legislative references; and
· the consolidation and revision to the UCITS Notices and Central Bank Guidance Notes in the Central Bank UCITS Regulations, including but not limited to the updated defined terms and Appendix III of the Constitution.
To approve all changes in the Constitution of the Company to assist the Company in complying with FATCA and Common Reporting Standards, including but not limited to the updated memorandum, defined terms and item 18 in Appendix II of the Constitution.
To approve all other changes to the Constitution outlined in the marked-up document appended to the Circular dated 12 October 2016.
Signed this day of 2016
For and on behalf of
(a) Pursuant to Section 180 of the Companies Act, 2014, the Company hereby specifies that only those shareholders registered in the Register of Members of the Company as at 6:00 p.m. on 3 November 2016 shall be entitled to attend, speak, ask questions and vote at the Extraordinary General Meeting in respect of the number of shares registered in their name at that time.
(b) Unless and otherwise instructed the proxy will vote as he/she thinks fit.
(c) Where the Member is an individual, this proxy may be executed by an attorney of such Member duly authorised in writing to do so.
(d) In the case of joint holders, the signature of any one holder will be sufficient, but the names of all joint holders should be stated.
(e) Where this form of proxy is executed by a corporation, it must be either under its seal or under the hand of an officer or attorney duly authorised.
(f) Original signed forms of proxy must be sent to the Registered Office of the Company at MFD Secretaries Limited,
2nd Floor Beaux Lane House, Mercer Street Lower Dublin 2, Ireland.
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
This information is provided by RNS