Source - RNS
RNS Number : 4984M
Veritas Funds PLC
13 October 2016
 

 

_________________________________________________________________________________

 

 

CIRCULAR TO SHAREHOLDERS AND NOTICE OF

EXTRAORDINARY GENERAL MEETING OF

THE SHAREHOLDERS OF

VERITAS FUNDS PLC

 

 

_________________________________________________________________________________

 

 

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 the Veritas Funds 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 Company 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.

 

_________________________________________________________________________________

 

 

    

 

 

VERITAS FUNDS PLC

25/28 North Wall Quay

Dublin 1

Ireland

_________________________________________________________________________________

 

Veritas Funds plc (the Company)

29 September 2016

 

Dear Shareholder

 

 

1. Introduction

 

We are writing to inform you that the Directors of the Company have resolved to convene an extraordinary general meeting of the Company (the Company EGM) on 27 October 2016 at 10.30 a.m. at 25/28 North Wall Quay, Dublin 1, Ireland.

 

2. Special Business proposed changes to the Articles of Association of the Company

 

The purpose of the Company EGM is

 

Special business

 

To consider the proposal to amend the provisions in the Company's Articles of Association (the Articles) as follows:

 

 

The revised Articles and the proposed amendments to the Articles highlighted in a comparison document showing the changes in black line format will be available from the registered office of the Company as set out below.

 

A summary of the proposed changes is as follows:

 

A. Irish Companies Act 2014 updates

 

The Company proposes to remove all references throughout the Articles to the now repealed Companies Acts 1963 to 2013 and replace with the new Companies Act 2014 (the Companies Act) legislative references.

 

It is a legal requirement that certain provisions of the Articles be amended to include certain mandatory changes arising from the new Companies Act. As a result the Company has amended the Articles to include the following:

 

Variation of Rights

Amendment to include that the quorum at any meeting of a class of Shares shall be two persons present (in person or by proxy) holding or representing at least one-third in nominal value of the issued Shares of the class in question rather than two persons present (in person or by proxy).

 

Notice of General Meetings

Amendment to reflect that any notice convening a general meeting must now also include the time by which any proxy must be received at the Company's registered office or some other place in Ireland as specified in the notice.

 

Entitlement to demand a poll

Amendment to reflect that a poll may in addition to being demanded by the chairman of the meeting or by any shareholder present (in person or by proxy) representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting, a poll may also be demanded by at least three instead of two shareholders present (in person or by proxy) having the right to vote at the meeting and by any shareholder present in person or by proxy representing shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid on all the shares conferring the right to vote at the meeting.

 

Eligibility for Appointment

Amendment to reflect revised timing of a notice recommending a person to the role of Director. In order to be eligible for appointment as a director at a general meeting, notice executed by a shareholder must have been given to the Company of that shareholders intention to propose such person for appointment not less than three nor more than twenty one clear days in advance of such meeting,

 

B. UCITS V update

 

Pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2016, S.I. No. 143 of 2016 (UCITS V), we have replaced all references to "Custodian" with "Depositary".

 

 

C. Central Bank Requirements

 

The Company proposes to amend its Articles to incorporate the Central Bank requirements listed below:

 

·      Amendment to reflect the Central Bank UCITS Regulations 2015 requirement which provides that where a redemption gate is in place, redemption requests carried over from a prior dealing day as a result of the application of a gate, will no longer receive priority.

 

D. General Updates and Other Changes

 

Amendment to permit the appointment of proxies by electronic means in accordance with the Articles and the Companies Act for ease of submission by Shareholders.

 

Amendment to allow the Company's seal to be used by a Registered Person (a "Registered Person" being a person authorised by the directors to be entitled to bind the Company) where it is countersigned by the company secretary, director or a person authorised by the directors in that behalf so as to afford the Company flexibility.

 

Amendment to provide that a signature to any notice may be signed electronically so as to afford the Company flexibility.

 

Amendments to more accurately reflect the wording in the Companies Act.

Certain changes are desirable in order to ensure that the Articles are in line with latest practice (for example, more expressed instances where the Directors shall have discretion to decline to register any transfer of share) and/or in order to improve efficiency and reduce costs (for example by allowing electronic proxies to be returned).

 

The Company proposes to delete reference to the "Stock Exchange Nominee" as such reference no longer exists under the new Companies Act.

Other changes arise because of new reporting (and possibly withholding) requirements (such as FATCA or any other automatic exchange of information obligations).  The Company needs to have the ability (where necessary) to appropriate and cancel Shares on transfer, on payment of a dividend, on transmission and on a deemed chargeable event. The Company also needs to have the ability (again, where necessary) to operate withholding where taxation and other information is not provided.

Moreover, the impact of evolving anti-money laundering and counter-terrorist financing requirements is such that the Company needs to have stronger powers to deal with investors who do not satisfy those requirements.

Finally, certain other changes arise more generally because of revisions to legislative and regulatory requirements.

 

 

It should be noted that the proposed changes to the Articles are subject to the approval of the Central Bank.

 

3. Update to the Prospectus - amendments to redemption gate and minimum Depositary fee

 

The Company also proposes to amend the Prospectus to reflect in particular the change proposed at 2(c) above once approved by Shareholders at the relevant general meeting. The proposed changes are set out in a draft Prospectus which is in the process of being reviewed by the Central Bank of Ireland.

 

The Company further proposes to amend the Prospectus to reflect an increase in the minimum annual Depositary fee to US$32,000.

 

The revised Prospectus will be dated and the changes will be effective on or about two weeks following the date of the Company EGM (or such earlier or later date as the Central Bank of Ireland may approve).

 

4. Shareholders' Approval

 

Company EGM

 

The Company EGM will take place at 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 27 October 2016 at 10.30 a.m.  Formal notice of the Company EGM is attached hereto at Appendix 1. The Notice of EGM sets out the text of the resolutions to be proposed at the Company EGM.

 

The proposed amendment to the Articles may not be made without the approval of a Special Resolution of the Shareholders of the Company. The resolution to amend the Articles will be proposed as a Special Resolution for vote by every Shareholder of the Company, meaning that they cannot be passed unless they have been passed by a majority of not less than 75% of the total number of votes cast for and against them. If the resolution is passed by the requisite majority, it will be binding on all Shareholders of the Company irrespective of how (or whether) they voted.

 

Quorum

 

The quorum for a meeting of the Shareholders of the Company is three persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporate member.

 

If a quorum is not present within half an hour from the time appointed for each of the Company EGM or if during the Company EGM a quorum ceases to be present it will be necessary to adjourn it.  In that event, it will stand adjourned to the same day in the next week, at the same time and place or to such other day and such other time and place as the Directors may determine. If at the adjourned meeting the quorum is not present within fifteen minutes from the time appointed for holding the meeting, the members shall be a quorum.

 

5. Proxy Forms

 

A proxy form to enable you to vote at the Company EGM is enclosed with this circular at Appendix I.  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 the registered office of the Company not less than forty-eight hours before the time for holding the relevant meeting or adjourned relevant meeting. You may attend and vote at the relevant meeting even if you have appointed a proxy, but in such circumstances, the proxy is not entitled to vote.

 

6. Enquiries

 

Copies of the existing and the proposed amended Articles and the existing and proposed amended Prospectus (including a comparison document showing the changes in blackline format) are available for inspection during normal business hours from the date of this Circular up to and including the time of, and during, the AGM (and any adjourned meeting) at the registered office of the Company.

 

 

7. Conclusion

 

The Directors are of the opinion that the proposed change to the Articles of the Company are in the best interests of Shareholders as a whole, and accordingly recommend that you vote in favour of the resolutions set out in the relevant notice of the Company EGM. 

 

We would be grateful of your support for these resolutions either in person at the relevant meeting or by proxy. If you do not wish to attend Company EGM, as the case may be, please complete the enclosed proxy and return it to us at any time before the relevant meeting.

 

 

 

 

 

 

We thank you for your continuing support of the Company.

 

Yours sincerely

 

 

______________________

Director

Veritas Funds plc



Appendix 1

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

of

THE SHAREHOLDERS

of

VERITAS FUNDS PLC

 

 

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Veritas Funds plc (the Company) will be held on 27 October 2016 at 10.30 a.m. at the registered office of the Company which is 25/28 North Wall Quay, Dublin 1, Ireland for the following purposes:

 

Special Business:

 

1.   To consider, and if thought fit, to pass the following resolution:

 

Special Resolution:

 

To approve and adopt as the Articles of Association of the Company the amended Articles of Association in substitution for and to the exclusion of the existing Articles of Association of the Company, where the amended Articles of Association of the Company are available on request from the registered office of the Company.

           

 

And to transact any other business which may properly be brought before the meeting.

 

 

 

 

And to transact any other business which may properly be brought before the meeting.

 

                                                                        By Order of the Board

 

 

__________________

Director

Veritas Funds plc                    

Registered Office:                                                                    

25/28 North Wall Quay

Dublin 1

Ireland

 

Dated 29 September 2016



A member entitled to attend and vote may appoint a proxy to attend, speak and vote on his behalf.  A proxy need not be a member of the Company.

 

FORM OF PROXY

 

FOR THE EXTRAORDINARY GENERAL MEETING

of

THE SHAREHOLDERS

of

VERITAS FUNDS PLC

(the Company)

 

Please complete the below sections in BOLD TYPE

 

I/We*       


 

of



being a Shareholder/Shareholders* of the Company referred to above HEREBY APPOINT the Chairman of the Meeting or Chloe McCarthy or Stephanie Reidy or Jacquie Verne or Hermione Winters


or failing him/her




as my/our* proxy to attend, speak and vote for me/us* on my/our* behalf at the Extraordinary General Meeting


of the Company to be held at 10:30 a.m. on 27 October 2016 and at every adjournment thereof.

 

*DELETE AS APPROPRIATE

 

 

 

__________________________                                       ______________________

Signature                                                                      Date

 

PLEASE INDICATE WITH AN 'X' IN THE SPACES BELOW HOW YOU WISH YOUR VOTE TO BE CAST

 

UNLESS OTHERWISE INDICATED THE PROXY WILL VOTE AS HE/SHE THINKS FIT.

 


Special Business

 

FOR

ABSTAIN

AGAINST


To approve and adopt as the Articles of Association of the Company the amended Articles of Association in substitution for and to the exclusion of the existing Articles of Association of the Company, where the amended Articles of Association of the Company are available on request from the registered office of the Company.

 

 

 

 

 




 

Notes

 

1.         You may appoint a proxy of your own choice by inserting the name of the person appointed as proxy (who need not be shareholder) in the space provided.

 

2.         Please insert your name(s) and address in BOLD TYPE and sign and date the form.

 

3.         Indicate by placing a cross in the appropriate box how you wish your votes to be cast in respect of each resolution. If no mark is made, your proxy may vote or abstain at his/her discretion. On any other business not specified in the Notice of Meeting and arising at the Meeting, the proxy will act at his or her discretion.

 

4.         If the appointer is a corporation, this form must be under the common seal or under the hand of some officer, attorney or other person authorised in writing.

 

5.         In the case of joint holders, the signature of any one holder will be sufficient, 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.

 

6.         To be valid, this form (and, if applicable, any power of attorney or other authority under which it is signed or a notarially certified copy thereof) must be completed and deposited at the registered office at 25/28 North Wall Quay, International Financial Services Centre, Dublin 1, Ireland not less than forty-eight hours before the time fixed for holding the meeting by post or by fax at +353 (0) 1 649 2649 for the attention of Chloe McCarthy.

 

7.         If any amendments are made they should be initialled.

 

8.         Completion and return of this form of proxy will not prevent you from attending and voting in person at the meeting if you so wish.

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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