Xtrackers (IE) plc
Investment Company with Variable Capital
Registered Office: 78 Sir John Rogerson's Quay, Dublin 2,
Ireland
Registration number: 393802
Circular to the Shareholders and
Notice of Extraordinary General Meeting of
XTRACKERS JPX-NIKKEI 400 UCITS ETF
ISINs: IE00BPVLQD13, IE00BPVLQF37, IE00BTGD1B38
(the Fund)
_________________________________________________________________________________
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
Xtrackers (IE) 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 Fund 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
and supplement in respect of the Fund.
_________________________________________________________________________________
8 September 2021
Xtrackers (IE) plc (the "Company")
XTRACKERS JPX-NIKKEI 400 UCITS ETF
ISINs: IE00BPVLQD13, IE00BPVLQF37, IE00BTGD1B38
(the "Fund")
We are writing to inform you as a Shareholder that the directors
of the Company (the "Directors") have resolved to convene an
Extraordinary General Meeting of the Shareholders of the Fund on 6
October 2021 at 10:00 a.m. (Dublin time) at 25/28 North Wall Quay,
Dublin 1, Ireland (the "Meeting" or the "EGM"). Defined terms used
which are not otherwise defined herein shall have the same meaning
as in the Company's prospectus (the "Prospectus") and the
supplement in respect of the Fund (the "Supplement").
The purpose of the Meeting
The purpose of the Meeting is to enable Shareholders to consider
a proposed change to the investment objective of the Fund.
The current investment objective of the Fund is to reflect the
performance of the JPX-Nikkei Index 400 (the "Original Reference
Index"). The Original Reference Index is administered by Tokyo
Stock Exchange, Inc. (TSE), Japan Exchange Group (JPX) and Nikkei
Inc. (the "Current Index Administrators") and is designed to
reflect the performance of the Japanese stock market, specifically
companies which have as their main market the TSE 1st section, 2nd
section, Mothers or JASDAQ markets.
It is proposed that the Original Reference Index will be
replaced with the MSCI Japan Select ESG Screened Index (the "New
Reference Index"). The New Reference Index is based on the MSCI
Japan Index (the "Parent Index"), which is designed to reflect the
performance of the shares of large and medium capitalisation
companies in Japan. The New Reference Index consists of companies
from the Parent Index which meet certain minimum Environmental,
Social and Governance ("ESG") criteria. The New Reference Index and
Parent Index are administered by MSCI Limited (the "New Index
Administrator").
Additional relevant differences between the Original Reference
Index and the New Reference Index include, but are not limited to,
the following:
- ESG: The Original Reference Index does not apply ESG screens.
The New Reference Index uses company ratings and research provided
by MSCI ESG Research and excludes companies which do not fulfil
specific ESG criteria:
1. Are unrated by MSCI ESG Research;
2. Are assigned an MSCI ESG Rating of CCC;
3. Classified by MSCI in their ESG Business Involvement Screening Research
as having any involvement in controversial weapons;
4. Classified by MSCI in their ESG Business Involvement Screening Research
as breaching certain revenue thresholds in controversial activities,
including, but not limited to, tobacco, conventional weapons, nuclear
weapons, civilian firearms, thermal coal and oil sands extraction; and/or
5. Fail to comply with the United Nations Global Compact principles.
The New Reference Index promotes ESG characteristics, therefore
the Fund will qualify as a product subject to Article 8 of SFDR
following the proposed change.
- Weighting Criteria: The Original Reference Index is a free
float-adjusted market capitalisation weighted index. In relation to
the New Reference Index after the ESG based exclusions have been
applied the remaining securities are weighted in proportion to
their free float-adjusted market capitalisation but following this,
an additional weighting scheme is applied, with the constituent
weightings of the New Reference Index updated such that certain
sector weightings do not deviate by more than a certain percentage
from the Parent Index weightings.
Further details on the index methodology of the New Reference
Index can be found on http://www.msci.com.
If the ordinary resolution is approved by the Shareholders of
the Fund, the name of the Fund will be changed to Xtrackers MSCI
Japan ESG Screened UCITS ETF, the Management Company Fee and All-in
Fee of all share classes of the Fund will be amended as set out in
Table 1 below.
Table 1:
Current Current New Platform Fee New All-in
Share Class Management All-in Fee Management (no change) Fee
Company Company
Fee Fee
1D up to 0.10% up to 0.20% up to 0.05% 0.10% per up to 0.15%
per annum per annum per annum annum per annum
2D-GBP up to 0.20% up to 0.30% up to 0.15% 0.10% per up to 0.25%
Hedged per annum per annum per annum annum per annum
4C-USD up to 0.20% up to 0.30% up to 0.15% 0.10% per up to 0.25%
Hedged per annum per annum per annum annum per annum
If the ordinary resolution is approved by the Shareholders of
the Fund, the Minimum Initial Investment Amount, Minimum Additional
Investment Amount and Minimum Redemption Amount of all share
classes of the Fund will change as set out in Table 2 below.
For the avoidance of doubt, the Platform Fee will remain
unchanged.
Table 2:
Share Current New Current New Current New
Class Minimum Minimum Minimum Minimum Minimum Minimum
Initial Initial Additional Additional Redemption Redemption
Investment Investment Investment Investment Amount Amount
Amount Amount Amount Amount
1D 100,000 JPY 100,000 JPY 100,000 JPY
Shares 5,000,000 Shares 5,000,000 Shares 5,000,000
2D -- 100,000 GBP 50,000 100,000 GBP 50,000 100,000 GBP 50,000
GBP Shares Shares Shares
Hedged
4C -- 100,000 USD 50,000 100,000 USD 50,000 100,000 USD 50,000
USD Shares Shares Shares
Hedged
A summary of all proposed changes is available in Appendix 1 to
this letter.
If the ordinary resolution is approved by the Shareholders of
the Fund, the Securities Lending language of the Supplement will be
amended to provide that, where the Fund enters into Securities
Lending Transactions, the collateral received in relation to such
transactions shall comply with ESG standards as determined by the
relevant Investment Manager, Sub-Portfolio Manager and/or
Securities Lending Agent, in accordance with and within the limits
set forth in the agency securities lending and repurchase agreement
and in addition to the criteria set out in the Prospectus.
Collateral conforming to such ESG standards shall be identified by
reference to an appropriate developed market ESG equity index, and
will incorporate as a minimum ESG screens substantially similar to
those of the New Reference Index.
For the avoidance of doubt, the investment policy and risk
profile of the Fund remain unchanged.
Shareholder Approval
Changes to the investment objective of the Fund as described
above cannot be made without the approval of an ordinary resolution
of the Shareholders of the Fund.
For this purpose, the Meeting is being convened and will take
place at 25/28 North Wall Quay, Dublin 1, Ireland on 6 October
2021, at the times set out in the attached notice. Formal notice of
the Meeting and Proxy form are attached hereto (as Appendix 2).
The quorum for the Meeting is one Shareholder present (in person
or by proxy) entitled to vote upon the business to be transacted.
If a quorum is not present within half an hour of the time
appointed for the Meeting, or if during the Meeting a quorum ceases
to be present, the Meeting will stand adjourned until 10:00 a.m.
(Dublin time) on 13 October 2021 without any further notice to
Shareholders. The quorum at the adjourned meeting shall be those
Shareholders present at the adjourned meeting in person or by proxy
and one person entitled to be counted in a quorum present at any
adjourned meeting shall be quorum. The resolution will be proposed
at the adjourned meeting in the same manner as described above.
The notice sets out the text of the resolution to be proposed at
the Meeting. The resolution will be proposed as an ordinary
resolution, meaning more than 50% of the total number of votes cast
is required for the resolution to be passed by the Meeting. If the
resolutions are passed by the requisite majority, they will be
binding on all Shareholders in the Fund irrespective of how (or
whether) they voted and the proposed changes would be expected to
take effect and reflected in a revised Supplement on or around 20
October 2021.
Entitlement to attend and vote
Please note that you are only entitled to attend and vote at the
Meeting (or any adjournment thereof) if you are a registered
shareholder. As the sub-funds in the Company use the International
Central Securities Depositary ("ICSD") model of settlement and
Citivic Nominees Limited is the sole registered shareholder of
shares in the Fund under the ICSD settlement model (the "Registered
Shareholder"), investors in the Fund should submit their voting
instructions through the relevant ICSD or the relevant participant
in an ICSD (such as a local central securities depositary, broker
or nominee). If any investor has invested in the Fund through a
broker/dealer/other intermediary, the investor should contact this
entity to provide voting instructions.
The Company specifies that only those members registered in the
Register of Members of the Company at 10:00 a.m. on 5 October 2021
or, if the Meeting is adjourned, at 6.00 p.m. on the day that is
two days prior to the adjourned meeting (the "Record Date"), shall
be entitled to attend, speak, ask questions and vote at the
Meeting, or if relevant, any adjournment thereof and may only vote
in respect of the number of shares registered in their name at that
time. Changes to the Register of Members after the record date
shall be disregarded in determining the right of any person to
attend and/or vote at the Meeting or any adjournment thereof.
Appointment of proxies
A form of proxy is enclosed with this notice for use by the
Registered Shareholder only. As mentioned above, investors in the
Fund who are not the Registered Shareholder should submit their
voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities
depositary, broker or nominee), instead of using the form of proxy
attached hereto.
To be effective, the form of proxy duly completed and executed,
together with a copy of the power of attorney or other authority
under which it is executed must be deposited by the Registered
Shareholder at the offices of the office of the Company Secretary,
Goodbody Secretarial Limited, IFSC, North Wall Quay, Dublin 1,
Ireland, so as to be received no later than 24 hours before the
time appointed for the Meeting or any adjournment thereof or (in
the case of a poll taken otherwise than at or on the same day as
the Meeting or adjourned Meeting) at least 24 hours before the
taking of the poll at which it is to be used. Any alteration to the
form of proxy must be initialled by the person who signs it.
Enquiries
Copies of the existing and the proposed Supplement are available
for inspection during normal business hours from the date of this
circular up to and including the time of, and during, the Meeting
(and any adjourned meeting) at the office of the Company's Legal
Advisor, A&L Goodbody, IFSC, North Wall Quay, Dublin 1,
Ireland.
An announcement regarding the results of the Extraordinary
General Meeting of the Shareholders of the Fund, including any
adjourned meeting, shall be made available on
www.Xtrackers.com.
If you have any queries, or if any of the above is not clear,
please write to us at the above address.
Conclusion
The Directors are of the opinion that the proposed change to the
investment objective of the Fund described above is in the best
interests of the Shareholders in the Fund and accordingly recommend
that you vote in favour of the resolution set out in the attached
Notice.
The Directors accept responsibility for the information
contained in this circular.
Neither the contents of the Company's website nor the contents
of any other website accessible from hyperlinks on the Company's
website is incorporated into, or forms part of, this
announcement.
We thank you for your continuing support of the Company.
Yours faithfully,
______________________________
Director
For and on behalf of
Xtrackers (IE) plc
APPIX 1
Summary of proposed changes
Current New Fund Share Original New Current Index New Index
Fund Name Name class Reference Reference Administrators Administrator
Index Index
Xtrackers Xtrackers 1D JPX-Nikkei MSCI Tokyo Stock MSCI Limited
JPX-Nikkei MSCI Index 400 Japan Exchange, Inc.
400 UCITS Japan ESG Select (TSE) , Japan
ETF Screened ESG Exchange Group
UCITS Screened (JPX) and
ETF Index Nikkei Inc.
Xtrackers Xtrackers 2D -- JPX-Nikkei MSCI Tokyo Stock MSCI Limited
JPX-Nikkei MSCI GBP Index 400 Japan Exchange, Inc.
400 UCITS Japan ESG Hedged Select (TSE) , Japan
ETF Screened ESG Exchange Group
UCITS Screened (JPX) and
ETF Index Nikkei Inc.
Xtrackers Xtrackers 4C -- JPX-Nikkei MSCI Tokyo Stock MSCI Limited
JPX-Nikkei MSCI USD Index 400 Japan Exchange, Inc.
400 UCITS Japan ESG Hedged Select (TSE) , Japan
ETF Screened ESG Exchange Group
UCITS Screened (JPX) and
ETF Index Nikkei Inc.
Current Current New Platform Fee New All-in
Share Class Management All-in Fee Management (no change) Fee
Company Company
Fee Fee
1D up to 0.10% up to 0.20% up to 0.05% 0.10% per up to 0.15%
per annum per annum per annum annum per annum
2D-GBP up to 0.20% up to 0.30% up to 0.15% 0.10% per up to 0.25%
Hedged per annum per annum per annum annum per annum
4C-USD up to 0.20% up to 0.30% up to 0.15% 0.10% per up to 0.25%
Hedged per annum per annum per annum annum per annum
Share Current New Current New Current New
Class Minimum Minimum Minimum Minimum Minimum Minimum
Initial Initial Additional Additional Redemption Redemption
Investment Investment Investment Investment Amount Amount
Amount Amount Amount Amount
1D 100,000 JPY 100,000 JPY 100,000 JPY
Shares 5,000,000 Shares 5,000,000 Shares 5,000,000
2D -- 100,000 GBP 50,000 100,000 GBP 50,000 100,000 GBP 50,000
GBP Shares Shares Shares
Hedged
4C -- 100,000 USD 50,000 100,000 USD 50,000 100,000 USD 50,000
USD Shares Shares Shares
Hedged
Registered in Dublin as an open-ended variable capital umbrella
investment company with limited liability and as an umbrella fund
with segregated liability between sub-funds.
Registration Number 393802. Registered Office as above.
Directors: Tom Murray (Irish), Michael Whelan (Irish), Gerry
Grimes (Irish), Alex McKenna (British), Julien Boulliat (French),
Philippe Ah-Sun (British)
APPIX 2
NOTICE OF EXTRAORDINARY GENERAL MEETING
of
XTRACKERS JPX-NIKKEI 400 UCITS ETF
ISINs: IE00BPVLQD13, IE00BPVLQF37, IE00BTGD1B38
(the "Fund")
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of
the Fund will be held at 10:00 a.m. (Dublin time) on 6 October 2021
at 25/28 North Wall Quay, Dublin 1, Ireland to consider and if
thought fit, to pass the following resolution:
By Ordinary Resolution:
1. That the change to the investment objective of the Fund as set out in the
Circular to the Shareholders of the Fund dated 8 September 2021 be and is
hereby approved.
And to transact any other business which may properly be brought
before the meeting.
By Order of the Board
________________________
For and on behalf of
Goodbody Secretarial Limited
Secretary
8 September 2021
TRAVEL RESTRICTIONS UNDER COVID 19 AND PROPOSED ACTION TO BE
TAKEN
Please note that there are currently significant travel
restrictions in place due to COVID 19. Depending on what travel
restrictions (if any) may be in place by the date of the EGM,
physical attendance at the EGM may not be possible. Please refer to
below link issued by the Irish Health Service Executive in respect
of such travel restrictions:
https://www2.hse.ie/conditions/coronavirus/coronavirus.html#travel.
The Company will publish any relevant updates regarding the EGM on
www.Xtrackers.com.
The Registered Shareholder entitled to attend and vote may,
using the form set out in Section 184 of the Companies Act 2014,
appoint a proxy to attend, speak and vote on his behalf. Should you
wish to vote at the EGM, we would strongly recommend that you
complete the proxy form enclosed with this Notice and return a
completed and signed proxy form by email to
gslfunds@algoodbody.com. Please also refer to the "Notes to the
Proxy Form" on page 10 of this Notice.
FORM OF PROXY
(for use by the Registered Shareholder only)
XTRACKERS (IE) PLC
(the Company)
XTRACKERS JPX-NIKKEI 400 UCITS ETF
ISINs: IE00BPVLQD13, IE00BPVLQF37, IE00BTGD1B38
(the "Fund")
I/We
____________________________________________________________________________
being a Shareholder of the above named Fund, hereby appoint the
Chairman of the meeting or failing him or her, Sarah O'Donovan or
failing her, another representative of Goodbody Secretarial Limited
or A&L Goodbody or
______________________________________________________________ to
vote for me/us* on my/our* behalf at an Extraordinary General
Meeting of the Fund to be held at 10:00 a.m. on 6 October 2021 and
at any adjournment thereof.
*Please delete as appropriate
Signature: _______________________ Date:
_______________________
Please indicate with an 'X' in the space below how you wish your
vote to be cast. Unless otherwise instructed, the proxy will vote
or abstain from voting as he thinks fit.
Ordinary Resolution FOR AGAINST ABSTAIN
1. That the change to the investment objective of the
Fund as set out in the Circular to the Shareholders of
the Fund dated 8 September 2021 be and is hereby
approved.
Notes:
1. This form of proxy is enclosed with this notice for use by the Registered
Shareholder only. As mentioned above, investors in the Fund who are not
the Registered Shareholder should submit their voting instructions
through the relevant ICSD or the relevant participant in an ICSD (such as
a local central securities depositary, broker or nominee), instead of
using the form of proxy attached hereto.
1. To be valid, this proxy form (and the power of attorney or other
authority, if any, under which it is signed or a notarially certified
copy thereof) must be received or deposited at the offices of the Company
Secretary, Goodbody Secretarial Limited, IFSC, North Wall Quay, Dublin 1,
Ireland (facsimile + 353 1 1649 2649 or by email to
gslfunds@algoodbody.com) for the attention of Sarah O'Donovan not less
than 24 hours before the time of the Extraordinary General Meeting.
1. Please insert your name(s) and address in BOLD TYPE and sign and date the
form.
1. If any amendments are made they should be initialled.
1. If you wish to appoint as your proxy some person other than the Chairman
of the Extraordinary General Meeting insert in block capitals the full
name of the person of your choice. A proxy need not be a Shareholder of
the Company.
1. The proxy will exercise his/her discretion as to how he/she votes or
whether he/she abstains from voting on the resolution if no instruction
is given in respect of each resolution, and on any business or resolution
considered at the Extraordinary General Meeting other than the
resolutions referred to in the Notice of the Extraordinary General
Meeting.
1. If the appointer is a corporation, this proxy form must be executed under
the seal or under the hand of an officer of same, or an attorney duly
authorised on its behalf. In the case of joint Shareholders, any one
Shareholder may sign, 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.
1. The completion and return of the proxy form will not preclude
Shareholders from attending and voting at the said Extraordinary General
Meeting should they decide to do so.
1. If you are holding shares of the Company through the relevant ICSD or the
relevant participant in an ICSD (such as a local central securities
depositary, broker or nominee), the proxy form including an indication as
to how the proxy should vote, must be returned to the relevant ICSD or
the relevant participant in an ICSD in good time in advance of the time
for holding the Extraordinary General Meeting so it may complete and
deposit the proxy form at the registered office of the Company in
accordance with the above procedure.
Registered in Dublin as an open-ended variable capital umbrella
investment company with limited liability and as an umbrella fund
with segregated liability between sub-funds.
Registration Number 393802. Registered Office as above.
Directors: Tom Murray (Irish), Michael Whelan (Irish), Gerry
Grimes (Irish), Alex McKenna (British), Julien Boulliat (French),
Philippe Ah-Sun (British)
View source version on businesswire.com:
https://www.businesswire.com/news/home/20210908005129/en/
CONTACT:
Xtrackers (IE) plc
SOURCE: Xtrackers (IE) plc
Copyright Business Wire 2021
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