Source - RNS
RNS Number : 0830K
Source Markets II PLC
06 April 2018
 

CIRCULAR TO THE SHAREHOLDERS

OF

SOURCE MARKETS II PUBLIC LIMITED COMPANY

(THE "COMPANY")

 

 

NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING

TO BE HELD AT 3.30 P.M. IRISH TIME, 4 MAY 2018

AT 32 MOLESWORTH STREET, DUBLIN 2, IRELAND IS SET OUT HEREIN.

 

FORMS OF PROXY SHOULD BE RETURNED BY

3.30 P.M. IRISH TIME ON 2 MAY 2018

 

To

 

Link Market Services Trustees Limited

The Registry

                                                    34 Beckenham Road                              

Beckenham

Kent BR3 4TU

UK

 

For onward transmission to

MFD Secretaries Limited

32 Molesworth Street

Dublin 2

Ireland

 

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").



 

 

 

 

 

Date: 5 April 2018

 

Re:      Approval of Name Change of the Company and Corresponding Amendments to the Constitution of the Company

 

Dear Shareholder

 

A.         Introduction

 

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 an Extraordinary General Meeting ("EGM") of the Company to be held on 4 May 2018 at 3.30 p.m. Irish time at 32 Molesworth Street, Dublin 2, Ireland.

 

As you are aware, Invesco Ltd. completed its acquisition of Source on 18 August 2017. In conjunction with the acquisition, certain Source entities are being renamed in line with Invesco naming conventions.

 

The Shareholders will be asked at the EGM to consider a proposal to amend the constitution of the Company (the "Constitution") to reflect the new name of the Company, "Invesco Markets II Public Limited Company" and ancillary related name changes.

 

Furthermore, and subject to prior Central Bank approval of the proposed name changes, it is also proposed to change the names of the Funds, as detailed in Schedule B hereto. Please note that these changes do not require Shareholder approval and are set out in Schedule B for notification purposes only.

 

B.         PROPOSED AMENDMENTS TO THE CONSTITUTION

 

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 EGM. The Directors reserve the right to propose other amendments to the Constitution to be approved by Shareholders at the EGM.

 

C.         NOTICE OF MEETING

 

You will find enclosed a notice of the EGM of the Company, which will be held at 32 Molesworth Street, Dublin 2, Ireland on 4 May 2018 at 3.30 p.m. At the EGM, Shareholders will be asked to consider the amendments to the Constitution described above as items of special business.

 

Please note if a quorum is not present at the EGM, the EGM will be adjourned to the following business day, held at the same time and location, and a quorum of one Shareholder shall suffice.

 

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 May 2018 at the offices of the Secretary and on request from the respective local agents in the countries where the Company is registered, and at the place of the EGM for at least fifteen minutes prior to and during the meeting.

 

A copy of the revised Constitution is available upon request from the Secretary and on request from the respective local agents in the countries where the Company is registered.

 

D.         PROXY FORMS

A proxy form to enable you to vote at the EGM 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 EGM before the time appointed for the holding of the EGM or adjourned EGM. You may still attend and vote at the EGM even if you have appointed a proxy, but in such circumstances, the proxy is not entitled to vote.

 

E.         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/or Companies Registration Office and submitted by the Company has been approved. It is expected that this date will be on or about 25 May 2018. A notice will be available on www.powersharesetf.com once the change of name has been effected.

 

All other documentation relating to the Company will also be updated to reflect the proposed new name of the Company.

 

F.         CONCLUSION

 

The Directors of the Company consider that the proposed 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 resolution. Please complete the enclosed proxy and return it to Link Market Services Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, UK for onward transmission to MFD Secretaries Limited, 32 Molesworth Street, Dublin 2, Ireland.

In addition and up to the effective date, Shareholders may obtain the Prospectus, a copy of the Supplements, the key investor information documents, 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 Paying and Information Agent Marcard, Stein & Co AG, Ballindamm 36, 20095 Hamburg, Germany and on the website of the Company - www.powersharesetf.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 32 Molesworth Street, Dublin 2, Ireland.

Yours faithfully

_________________

Director
for and on behalf of

Source Markets II plc


 

SOURCE MARKETS II PUBLIC LIMITED COMPANY

(the "Company")

 

Incorporated in Ireland, Registered No.: 567964

 

Registered Office

32 Molesworth Street

Dublin 2

Ireland

 

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Company, will be held at 32 Molesworth Street, Dublin 2, Ireland on 4 May 2018 at 3.30 p.m. Irish time for the purposes of transacting the following business of the Company:-

 

Special Resolution

 

1.   To approve the change of name of the Company to "Invesco Markets II Public Limited Company"; and

 

2.   To approve all necessary changes to the Constitution of the Company to reflect the updated name of the Company as set out in Schedule A of the Circular and ancillary non-material changes related thereto.

 

Dated this 5 April 2018

 

By order of the Board

 

MFD Secretaries Limited

______________________

Company Secretary

 

Note:                   A member entitled to attend, speak and vote at the Extraordinary 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 as at 6.00 p.m. on 3 May 2018 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.


SOURCE MARKETS II PUBLIC LIMITED COMPANY

(the "Company")

 

FORM OF PROXY

 

 

We,                        ______________________________________________________________                                                               

 

 

ISIN:     ______________________________________

 

being a Shareholder of the Company:

 

hereby appoint the Chairman of the Company or failing him, Ms Imelda Murphy c/o 32 Molesworth Street, Dublin 2 or failing her, Mr Brendan Byrne, c/o 32 Molesworth Street, Dublin 2 or failing him, Mr Anthony Finegan c/o 32 Molesworth Street, 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 Extraordinary General Meeting of the Company to be held at 32 Molesworth Street, Dublin 2 on 4 May 2018 at 3.30 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.


SPECIAL RESOLUTION

 

FOR

AGAINST

1.

To approve the change of name of the Company to "Invesco Markets II Public Limited Company".



2.

To approve all necessary changes to the Constitution of the Company to reflect the updated name of the Company as set out in Schedule A of the Circular and ancillary non-material changes related thereto.



 

 

Signed this ______ day of ________ 2018

 

 

Signature:         _____________________________________________

For and on behalf of

 

______________________________________________

NOTES:-

(a)     Pursuant to Section 180 of the Companies Act, 2014, the Company hereby specifies that only those shareholders registered as at 6:00 p.m. on 3 May 2018 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 Link Market Services Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, UK by 3.30 p.m. on 2 May 2018 for onward transmission to the Registered Office of the Company at MFD Secretaries Limited, 32 Molesworth Street, Dublin 2, Ireland.



SCHEDULE A

 


SCHEDULE B

SCHEDULE OF FUND NAME CHANGES

 

 

Current Name

Share Class Name

Proposed new name

New Share Class Name

ISIN

PowerShares Emerging Markets USD Bond UCITS ETF

A

Invesco Emerging Markets USD Bond UCITS ETF

Dist

IE00BF51K132

PowerShares Italian PIR Multi-Asset Portfolio UCITS ETF

A

Invesco Italian PIR Multi-Asset Portfolio UCITS ETF

Acc

IE00BF51JZ00

PowerShares Preferred Shares UCITS ETF

A

Invesco Preferred Shares UCITS ETF

Dist

IE00BDVJF675

PowerShares USD Corporate Bond UCITS ETF

A

Invesco USD Corporate Bond UCITS ETF

Dist

IE00BF51K025

PowerShares Euro Corporate Bond UCITS ETF

A

Invesco Euro Corporate Bond UCITS ETF

Dist

IE00BF51K249

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 

 


This information is provided by RNS
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