10
November 2023
This
document is important and requires your immediate attention. If you
are in any doubt as to the action you should take you should seek
advice from your investment consultant, tax adviser and/or legal
adviser as appropriate.
If
you have sold or transferred all of your shares in Rize UCITS ICAV
(the "ICAV"), please pass this document at once 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 herein, all capitalised terms used herein shall
bear the same meaning as capitalised terms used in the prospectus
for the ICAV dated 22 January 2020,
as may be amended or supplemented from time to time (the
"Prospectus").
A
copy of the Prospectus is available upon request during normal
business hours from the ICAV.
The
directors of the ICAV (the "Directors") accept responsibility for
the accuracy of the information contained in this
document.
To
the best of the knowledge and belief of the Directors (who have
taken all reasonable care to ensure that such is the case) the
information contained in this document is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
Please
note that the Central Bank of Ireland (the "Central Bank") has not reviewed
this letter.
Notice
of Closure for:
Rize
Education Tech and Digital Learning UCITS ETF (ISIN:
IE00BLRPQJ54)
Dear
Investor,
-
INTRODUCTION
The ICAV
is an open-ended investment vehicle with variable capital organised
under the laws of Ireland and is
authorised by the Central Bank pursuant to the European Communities
(Undertakings for Collective Investment in Transferable Securities)
Regulations 2011, as amended.
The Rize
Education Tech and Digital Learning UCITS ETF (ISIN: IE00BLRPQJ54)
is a sub-fund of the ICAV (the "Fund").
The Fund
seeks to replicate the performance of the Foxberry HolonIQ
Education Tech & Digital Learning USD Net Total Return Index
(the "Index").
We are
writing to you as an Investor in the Fund.
The
purpose of this letter is to inform Investors that, the Directors
have determined to compulsorily repurchase the Shares in the Fund
(the "Shares")
as of 20 December 2023
(the
"Compulsory
Redemption Date").
In
accordance with the terms of the Prospectus, the Directors have
discretion, at any time after the first anniversary of the first
issue of Shares of the ICAV, to require redemption of all the
Shares of a particular Fund, if the Net Asset Value of such Fund is
lower than USD 50,000,000, for a
period of 30 consecutive days.
Accordingly,
on the basis that the ICAV first issued Shares in February 2020 and that the Net Asset Value of the
Fund has remained below USD
50,000,000 for a period of 30 consecutive days, the
Directors have determined to redeem all the Shares and close the
Fund.
Therefore,
in accordance with the Prospectus, the Directors hereby give notice
to the Investors in the Fund of their intention
to:
i)
cancel
the listing(s) of the Fund on any Relevant Stock Exchanges and the
right of the Fund to be traded on any Relevant Stock Exchanges
immediately following the Final Exchange Trading Day (as set out
below); and
ii)
compulsory
redeem all the Shares on the Compulsory Redemption
Date.
-
PROPOSED
TIMETABLE
|
Key
Dates
|
Event
|
Description
|
|
12
December 2023
|
Final
Exchange Trading Day
|
This is
the final date on which the Shares can be bought or sold on all
Relevant Stock Exchanges.
|
|
14
December 2023
|
Final
Dealing Day
|
This is
the:
-
the final
Dealing Day for subscriptions and redemptions of the Shares by
Authorised Participants directly with the ICAV after which all such
primary market dealing will be permanently suspended. Dealing in
the Fund shall be permanently suspended with effect from the
Business Day following the Final Dealing Day;
-
the final
date on which the Fund will remain fully invested in the
constituents of (and therefore the final date that the Fund will be
fully exposed to) the Index in accordance with its Investment
Policy; and
-
the final
date on which the TER shall be charged to the assets of the
Fund.
With
effect from this date, the Manager and the Administrator shall
begin to liquidate (i.e. sell) the Investments of the Fund for cash
(which may take several days to complete) so that the Fund's assets
are fully liquidated for cash in advance of (and so that the final
Net Asset Value per Share may be determined in respect of) the
Compulsory Redemption Date. As the liquidation of the Fund's
Investments may take several days to complete, the Fund's exposure
to the constituents of the Index shall reduce as the Fund's Net
Asset Value is converted from equity securities to cash.
|
|
20
December 2023
|
Compulsory
Redemption Date
|
This is
the date by reference to which:
-
all of the
Shares which remain in issue shall be compulsorily redeemed by the
ICAV; and
-
the final
Net Asset Value per Share will be determined.
The
redemption price payable on liquidation will be calculated on a
basis reflecting the realisation and liquidation costs on closing
the Fund.
|
|
28
December 2023
|
Indicative
Settlement Date
|
This is an
indicative date on which the Directors propose to distribute the
liquidated proceeds from the compulsory redemption of the Shares to
the relevant Shareholders. The Directors can give no assurance that
the distribution of the proceeds from the compulsory redemption of
the Shares will take place on the Indicative Settlement Date. The
Indicative Settlement Date stated above is for indicative purposes
only as the liquidation of the Investments attributable to the Fund
following the Compulsory Redemption Date can be affected by various
factors including delays in the settlement of transactions and
repatriation of the Fund's cash.
Please
note that the date on which Investors receive their distribution
proceeds will depend on the procedures of their broker, investment
platform or other intermediary through which they hold their
Shares.
|
C.
ADDITIONAL
INFORMATION
The
Manager will be responsible for all legal, procedural, stock
exchange related and service provider costs incurred in respect of
the de-listing, redemption process and termination of the
Fund.
Secondary market investors (i.e. Investors who purchased
their Shares through a broker, investment platform or other
intermediary)
No
distribution proceeds resulting from the compulsory redemption of
the Shares shall be payable by
the ICAV directly to any person other than those persons listed as
Shareholders as at the Compulsory Redemption Date. Please note that
Investors (apart from Clearstream) will not appear on the ICAV's
Register of Shareholders and, accordingly, should deal directly
with their relevant broker, investment platform, market
maker/Authorised Participant, nominee, clearing agent or
Clearstream (as
relevant) in relation to the receipt of any distribution proceeds
that may be attributable to their investment in the
Fund.
Authorised Participants only
An
Authorised Participant who submits a valid application for
redemption of the Shares on or before the Final Dealing Date shall
not be subject to the Compulsory Redemption process in respect of
the Shares. However, in the event that any such application for
redemption has not settled in advance of the Compulsory Redemption
Date (as a result of the relevant Authorised Participant having
failed to deliver the Shares by such date), the relevant redemption
application shall be cancelled. In such circumstances, the number
of Shares
that were the subject of the cancelled redemption application will
be compulsorily redeemed
along with all of the other outstanding Shares on the
Compulsory Redemption
Date. The relevant Authorised Participant whose application was
cancelled will be required
to reimburse the ICAV to the extent that the redemption price per
Share determined in respect
of the Compulsory Redemption exceeds the redemption price per Share
that would have been
payable to the relevant Authorised Participant in respect of the
cancelled redemption application
had it not been cancelled, such amount representing the loss to the
Fund incurred in connection with the cancellation of the redemption
application.
Other information
Shareholders
should consult their own professional advisers as to the specific
tax implications of the termination under the laws of the countries
of their nationality, residence, domicile, or
incorporation.
If you
have any queries arising from this Notice of Closure, please
contact the Manager at
ManCo@iqeq.com.
D. CONCLUSION
The
Directors are of the opinion that the proposal is in the best
interests of the Investors of the Fund as a whole.
Investors
in Austria and Germany
The
Prospectus, together with the Supplements, the Key Information
Documents, the articles of incorporation and the annual and
semi-annual reports of the Company, each in paper form, as well as
the issue, repurchase and any exchange prices are available and may
be obtained free of charge from: FE fundinfo (Luxembourg) S.à.r.l., 77 Rue du Fossé, 4123
Esch-sur-Alzette, Luxembourg.
Investors
in Switzerland
The
prospectus, the key information documents, the Instrument of
Incorporation and the latest annual and semi-annual reports of the
Company can be obtained free of charge on request from the
representative in Switzerland.
St.
Gallen, November 2023
Swiss
Representative:
1741 Fund
Solutions AG
Burggraben
16, 9000 St. Gallen
Swiss
Paying Agent:
Tellco
AG
Bahnhofstrasse
4, 6430 Schwyz
Questions and Answers
Unless
otherwise defined herein, all capitalised terms used herein shall
bear the same meaning as capitalised terms used in the
Prospectus
1.
Question: Will I incur any costs associated with the Compulsory
Redemption process?
Answer:
The
Manager will be responsible for all legal, procedural, stock
exchange related and service provider fees and charges incurred in
respect of the de-listing process, redemption process and
termination of the Fund. Such costs will
not be passed
on to Shareholders, nor has the Manager levied any charge to
Shareholders in respect of the closure process.
Only
portfolio transaction costs associated with liquidating the Fund's
investments shall be levied to the Fund.
However,
Investors may be charged fees or costs separately by their
respective broker, investment platform or nominee (over which the
ICAV has no control) in relation to the processing of any payments
by them or provision of administrative services by them related to
the compulsory redemption.
2.
Question: When will I know how much I will receive in respect of my
investment?
Answer::
The
final Net
Asset Value of the Fund shall reflect the actual realised /
liquidated value of all assets of the Fund as at the Compulsory
Redemption Date, following the Investment liquidation process that
will commence from the Final Dealing Day.
The
Directors expect to be able to publish the final Net Asset Value on
the Indicative Settlement Date and the
figures will be made available at:
www.rizeetf.com
3.
Question: When will I receive my money?
Answer:
The
redemption proceeds shall be distributed to Clearstream on or after
the Indicative Settlement Date (such date which is indicative
only). However, as a large proportion of Investors hold their
beneficial interest in the Shares via brokers/investment platforms
who themselves may hold such interest via one or more nominees, it
is up to the relevant brokers, investment platforms and applicable
nominees throughout the chain of ownership to ensure that the
proceeds of the compulsory redemption are distributed to their
underlying investor clients in accordance with the arrangements
they have in place between them. Therefore, Investors should liaise
with their respective broker, investment platform or nominee in
relation to when such broker, investment platform or nominee
expects to be able to distribute the proceeds of the compulsory
redemption to them. Often there are several layers of
nominee/ownership that the proceeds of the compulsory redemption
must pass down through before they ultimately reach the end
Investor who holds the beneficial interest in the Shares. So it may
take several days or weeks for an Investor to receive the proceeds
owed to them.
.
FURTHER
INFORMATION
Should you
have any queries, please do not hesitate to contact the Manager, IQ
EQ Fund Management (Ireland)
Limited, using the following contact details:
Email:
ManCo@iqeq.com
Telephone:
+353 1 673 5480