CIRCULAR TO THE SHAREHOLDERS
OF
POWERSHARES GLOBAL FUNDS IRELAND PUBLIC LIMITED COMPANY
(THE "COMPANY")
NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING
TO BE HELD AT 11 A.M. IRISH TIME ON 4 MAY 2018
AT 6TH FLOOR, 2 GRAND CANAL SQUARE, DUBLIN 2, IRELAND IS SET OUT HEREIN.
FORMS OF PROXY SHOULD BE RETURNED BY
11 A.M. IRISH TIME ON 2 MAY 2018
TO
WILTON SECRETARIAL LIMITED, 2 GRAND CANAL SQUARE, 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 have resolved to convene an Extraordinary General Meeting ("EGM") of the Company to be held on 4 May 2018 at 11 a.m. Irish time at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland for the purposes of considering a proposal to change the name of the Company and to amend the constitution of the Company (the "Constitution") so as to reflect the new name.
The Invesco Group has recently taken the decision to move to a unified global brand. "Invesco" will, following a transition period, become the sole brand for all the Invesco Group businesses and products. As part of the rebranding, the "PowerShares" ETF brand will be retired and replaced with the updated Invesco branding.
As a result, and subject to the consent of the Registrar of Companies, it is proposed to change the name of the Company to "Invesco Markets III public limited company" and to amend the Constitution so as to reflect the new name. These amendments require the approval of the Shareholders of the Company by means of a special resolution.
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 the Schedule hereto. Please note that these changes do not require Shareholder approval and are set out in the Schedule for notification purposes only.
Upon the passing of the above-mentioned resolution, the Constitution will be amended accordingly to reflect the changes.
B. NOTICE OF MEETING
You will find enclosed a notice of the EGM of the Company, which will be held at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland on 4 May 2018 at 11 a.m. Irish time. 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 same day in the next week, at the same time and location.
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 the resolution.
C. 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 by Wilton Secretarial Limited at the place specified in the notice of the EGM 48 hours before 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.
D. EFFECTIVE DATE OF CHANGES IF APPROVED
Subject to the requisite approvals, the change to the name of the Company and the consequent 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.
E. CONCLUSION
The Directors consider that the resolution proposed to be passed at the EGM is in the best interests of the Shareholders as a whole and recommend that you vote in favour of the proposal.
We would be grateful of your support for the resolution. Please complete the enclosed proxy and return it to Wilton Secretarial Limited, 2 Grand Canal Square, 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 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 Ms Katy Walton Jones by email at [email protected].
Yours faithfully
_________________
Director
for and on behalf of
PowerShares Global Funds Ireland plc
SCHEDULE OF FUND NAME CHANGES
|
Current Name |
Share Class Name |
Proposed new name |
New Share Class Name |
ISIN |
|
PowerShares Dynamic US Market UCITS ETF |
Distributing |
Invesco Dynamic US Market UCITS ETF |
Dist |
IE00B23D9240 |
|
PowerShares EQQQ Nasdaq-100 UCITS ETF |
Distributing |
Invesco EQQQ Nasdaq-100 UCITS ETF |
Dist |
IE0032077012 |
|
PowerShares EQQQ NASDAQ-100 UCITS ETF |
CHF Hedged |
Invesco EQQQ NASDAQ-100 UCITS ETF |
CHF Hdg Acc |
IE00BYVTMT69 |
|
PowerShares EQQQ NASDAQ-100 UCITS ETF |
EUR Hedged |
Invesco EQQQ NASDAQ-100 UCITS ETF |
EUR Hdg Acc |
IE00BYVTMS52 |
|
PowerShares EQQQ NASDAQ-100 UCITS ETF |
GBP Hedged |
Invesco EQQQ NASDAQ-100 UCITS ETF |
GBP Hdg Acc |
IE00BYVTMW98 |
|
PowerShares EURO STOXX High Dividend Low Volatility UCITS ETF |
Distributing |
Invesco EURO STOXX High Dividend Low Volatility UCITS ETF |
Dist |
IE00BZ4BMM98 |
|
PowerShares EuroMTS Cash 3 Months UCITS ETF |
Accumulating |
Invesco EuroMTS Cash 3 Months UCITS ETF |
Acc |
IE00B3BPCH51 |
|
PowerShares FTSE Emerging Markets High Dividend Low Volatility UCITS ETF |
Distributing |
Invesco FTSE Emerging Markets High Dividend Low Volatility UCITS ETF |
Dist |
IE00BYYXBF44 |
|
PowerShares FTSE RAFI All World 3000 UCITS ETF |
Distributing |
Invesco FTSE RAFI All World 3000 UCITS ETF |
Dist |
IE00B23LNQ02 |
|
PowerShares FTSE RAFI Emerging Markets UCITS ETF |
Distributing |
Invesco FTSE RAFI Emerging Markets UCITS ETF |
Dist |
IE00B23D9570 |
|
PowerShares FTSE RAFI Europe Mid-Small UCITS ETF |
Distributing |
Invesco FTSE RAFI Europe Mid-Small UCITS ETF |
Dist |
IE00B23D8Y98 |
|
PowerShares FTSE RAFI Europe UCITS ETF |
Distributing |
Invesco FTSE RAFI Europe UCITS ETF |
Dist |
IE00B23D8X81 |
|
PowerShares FTSE RAFI UK 100 UCITS ETF |
Distributing |
Invesco FTSE RAFI UK 100 UCITS ETF |
Dist |
IE00B23LNN70 |
|
PowerShares FTSE RAFI US 1000 UCITS ETF |
Distributing |
Invesco FTSE RAFI US 1000 UCITS ETF |
Dist |
IE00B23D8S39 |
|
PowerShares FTSE UK High Dividend Low Volatility UCITS ETF |
Distributing |
Invesco FTSE UK High Dividend Low Volatility UCITS ETF |
Dist |
IE00BYYXBD20 |
|
PowerShares Global Buyback Achievers UCITS ETF |
Distributing |
Invesco Global Buyback Achievers UCITS ETF |
Dist |
IE00BLSNMW37 |
|
PowerShares S&P 500 High Dividend Low Volatility UCITS ETF |
CHF Hedged |
Invesco S&P 500 High Dividend Low Volatility UCITS ETF |
CHF Hdg Acc |
IE00BYVTMX06 |
|
PowerShares S&P 500 High Dividend Low Volatility UCITS ETF |
Distributing |
Invesco S&P 500 High Dividend Low Volatility UCITS ETF |
Dist |
IE00BWTN6Y99 |
|
PowerShares S&P 500 QVM UCITS ETF |
Distributing |
Invesco S&P 500 QVM UCITS ETF |
Dist |
IE00BDZCKK11 |
|
PowerShares S&P 500 VEQTOR UCITS ETF |
Distributing |
Invesco S&P 500 VEQTOR UCITS ETF |
Dist |
IE00BX8ZXS68 |
|
PowerShares US High Yield Fallen Angels UCITS ETF |
CHF Hedged |
Invesco US High Yield Fallen Angels UCITS ETF |
CHF Hdg Acc |
IE00BYVTMY13 |
|
PowerShares US High Yield Fallen Angels UCITS ETF |
EUR Hedged |
Invesco US High Yield Fallen Angels UCITS ETF |
EUR Hdg Acc |
IE00BYVTMZ20 |
|
PowerShares US High Yield Fallen Angels UCITS ETF |
GBP Hedged |
Invesco US High Yield Fallen Angels UCITS ETF |
GBP Hdg Acc |
IE00BYVTN047 |
|
PowerShares US High Yield Fallen Angels UCITS ETF |
Distributing |
Invesco US High Yield Fallen Angels UCITS ETF |
Dist |
IE00BD0Q9673 |
POWERSHARES GLOBAL FUNDS IRELAND PLC
(an open-ended investment company with variable capital structured as an umbrella fund with segregated liability between Funds)
NOTICE OF EXTRAORDINARY GENERAL MEETING
__________________________________________________________________________
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor.
__________________________________________________________________________
NOTICE is hereby given that the Extraordinary General Meeting ("EGM") of PowerShares Global Funds Ireland plc (the "Company") will be held at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland on 4 May 2018 at 11 a.m. (Irish time) to consider, and if thought fit, pass the following resolution:
Special Resolution
To consider, and if thought fit, pass the following resolution as a special resolution of the Company:
"That, subject to the consent of the Registrar of Companies, the name of the Company be and is hereby changed to "Invesco Markets III public limited company" and, that the Company's current constitution be amended accordingly to reflect the new name of the Company."
For and on behalf of the Board
______________________
Invesco Asset Management Limited -
Company Secretary
Registered Office
Central Quay
Riverside IV
Sir John Rogerson's Quay
Dublin 2
Ireland
5 April 2018
Notes:
1. Shareholders are entitled to attend and vote at the EGM of the Company. A Shareholder may appoint a proxy or proxies to attend, speak and vote instead of the Shareholder. A proxy need not be a Shareholder of the Company.
2. A form of proxy is enclosed for the use of Shareholders unable to attend the meeting. Proxies must be sent to Wilton Secretarial Limited, 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland. Shareholders may send their proxies by fax to + 353 1 639 5333 provided the original signed form is sent immediately by post to the above mentioned address. To be valid, proxies must be received by Wilton Secretarial Limited not less than 48 hours before the time appointed for the holding of the meeting.
3. Each Shareholder present, in person or by proxy, represents one vote. Where voting is to be by poll each Share represents one vote.
POWERSHARES GLOBAL FUNDS IRELAND PLC
(an open-ended investment company with variable capital structured as an umbrella fund with segregated liability between Funds)
(the "Company")
PROXY FORM
I/We, __________________________ of _____________________________
ISIN: _____________________________
being a Shareholder of the above named Company hereby appoint the Chairman of the meeting, or failing him/her any Director of the Company, or failing him/her, Louise Kennan, or failing her, Michael Hackett, or failing him, Sergey Dolomanov, or failing him, Nicola Doran, or failing her Denise Lee, or failing her, _____________________________________________as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland on 4 May 2018 at 11 a.m. (Irish time) and at any adjournment thereof.
To direct your proxy how to vote on the resolution, mark the appropriate space below with a 'X'. To withhold your vote on the resolution, mark the 'withheld' space. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against the resolution. If no voting instruction is given, your proxy will vote or withhold from voting at his or her discretion.
|
SPECIAL RESOLUTION |
FOR |
AGAINST |
WITHHELD |
|
That, subject to the consent of the Registrar of Companies, the name of the Company be and is hereby changed to "Invesco Markets III public limited company" and, that the Company's current constitution be amended accordingly to reflect the new name of the Company. |
|
|
|
Dated:
Execution by Individual Shareholders (see note (c) (i)):
___________________________ _____________________
Name and Address of Shareholder Signature
Execution on behalf of Corporate Shareholders (see note (c) (ii)):
___________________________
Name and Address of Shareholder
PRESENT when the common seal
of
was affixed hereto:
______________________
Signature
_______________________
Print Name
_______________________
Signature
_______________________
Print Name
Notes:
(a) A Shareholder must insert his full name and registered address in type or block letters. In the case of joint accounts the names of all holders must be stated.
(b) If it is desired to appoint a proxy other than the Chairman of the meeting, please insert his/her name and address and delete the words "the Chairman of the meeting, or failing him/her any Director of the Company, failing him/her, Louise Kennan, or failing her, Michael Hackett, or failing him, Sergey Dolomanov, or failing him, Nicola Doran, or failing her, Denise Lee".
(c) The proxy form must:
(i) in the case of an individual Shareholder be signed by the Shareholder or his attorney; and
(ii) in the case of a corporate Shareholder be given either under its common seal or signed on its behalf by an attorney or by a duly authorised officer of the corporate Shareholder.
(d) In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted by the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
(e) To be valid this proxy and any power of attorney under which it is signed must reach Wilton Secretarial Limited, 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland. Shareholders may send their proxies by fax to + 353 1 639 5333 provided the original signed form is sent immediately by post to the above mentioned address. To be valid, proxies must be received by Wilton Secretarial Limited not less than 48 hours before the time appointed for the holding of the meeting.
(f) A proxy need not be a member of the Company but must attend the meeting in person to represent you.
WF-21276703-4
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
This information is provided by RNS
