29 July 2016
NOTICE TO HOLDERS OF SHARES IN THE FOLLOWING SUB-FUND OF GO UCITS ETF
:
ETFS S-Network Global Agri Business GO UCITS ETF (ISIN: IE00B3CNHD93)
Fund
IMPORTANT - PLEASE READ
ACTION REQUIRED ON OR BEFORE 31 AUGUST 2016
Dear Shareholder,
The Directors have, due to the relatively small size of the above listed Fund over an extended
period of time and the associated costs involved in operating it, resolved to close and wind-up the
Fund.
In the context of the foregoing, the Directors wish to give notice to all holders of shares in the
Shares
-list the Fund from all Relevant
Exchanges (as defined below)
De-Listing
subscriptions and redemptions by Authorised Participants and (iii) compulsorily redeem any
Compulsory Redemption
Procedure
As the Directors are keen to close the Fund in the most expedient and cost-efficient
manner, PLEASE NOTE THAT:
1)
if you have not sold your Shares on or before 31 August 2016 (the last day for trading
on the Relevant Exchanges) and you remain registered as a Shareholder in the Fund
as at 13 September 2016; OR
2)
if you have not validly applied for redemption of your Shares on or before 01
September 2016 and you remain registered as a Shareholder in the Fund as at 13
September 2016,
the Directors will exercise their discretion, as provided for in the prospectus of the
the Fund for cash.
PROCEDURE
As part of the process of closing and winding-up the Fund, it will be necessary for the following
steps to take place:
1)
The final day for trading on the each of the stock exchanges on which the Shares are listed,
such exchanges being the London Stock Exchange, the Frankfurter Wertpapierbörse, the
Borsa Italiana, the Six Swiss Exchange and NYSE Euronext Amsterdam
Relevant
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Exchanges
31 August 2016
Final Exchange Trading Date
trading on a Relevant Exchange will not be able to buy or sell shares after 31 August 2016.
2)
The Shares of the Fund shall be de-listed (or suspended from trading, in respect of the
Frankfurter Wertpapierbörse and subject to an application for a trading halt, in respect of the
London Stock Exchange) from each of the Relevant Exchanges with effect from 01
September 2016.
3)
applications for subscriptions and redemptions shall be accepted from Authorised
Participants shall be 02 September 2016
Final Dealing Date
for subscriptions and redemptions in respect of the Final Dealing Date must be received no
later than 4:00pm on 01 September 2016
Fund as prescribed by the Prospectus) otherwise they shall be invalid.
4)
Dealing in the Fund shall be permanently suspended (i.e. closed to further subscriptions and
redemptions) with effect from and including the day immediately following the Final Dealing
s investments will be liquidated for the purposes of the distribution to
Shareholders on or shortly after the Final Distribution Date (as defined below).
5)
The Fund will continue to track its relevant index until and including 31 August 2016. As the
swaps used by the Fund to gain exposure to its index will be unwound with effect from 31
August 2016, the Fund will no longer track
on the Final Dealing Date or thereafter.
6)
Persons who:
have not sold their Shares on or before the Final Exchange Trading Date; or
have not validly applied for redemption of their Shares on or before the Final Dealing
Date,
register of
Shareholders as at 13 September 2016
Compulsory Redemption Date
their Shares compulsorily redeemed on the Compulsory Redemption Date.
7)
The proceeds of the Compulsory Redemption shall be distributed on or around 19
September 2016
Final Distribution Date
Shares as at the Compulsory Redemption Date. The proceeds of the Compulsory
Redemption will be paid to the CREST account on record with the registrar of the Company
for the relevant Shareholder.
8)
Following the Final Distribution Date, the Company will apply to the Central Bank of Ireland
for withdrawal of approval in respect of the Fund.
FURTHER CONSIDERATIONS
Investors on the secondary market who wish to avoid having their Shares compulsorily
redeemed should consider selling their Shares on a Relevant Exchange on or before 31
August 2016.
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Shareholders who are Authorised Participants may submit redemption applications for
their Shares at any time up to and including 4:00pm on 01 September 2016 in accordance
with the normal redemption procedures as set out in the Prospectus.
The Fund will continue tracking its index up to and including 31 August 2016 (i.e. 31
August 2016 will be the final day on which the
s Net Asset Value will continue to
move in line with the relevant index). As the swaps used by the Fund to gain exposure to its
relevant index will be unwound with effect from 31 August 2016, the Fund will no longer track its
index on the Final Dealing Date or thereafter.
If your shareholding is compulsorily redeemed, as set out above, it will be redeemed at the
appropriate redemption price for the relevant Shares (calculated on the Compulsory Redemption
Date in accordance with the terms of the Prospectus) and, subject to all anti-money laundering
documentation requirements having been complied with, redemption proceeds will be distributed
to you in accordance with the redemption instructions which the Administrator has on record for
you.
The Manager of the Company, GO ETF Management Limited, will be responsible for all legal,
procedural, stock exchange related and service provider costs incurred in respect of the DeListing, Compulsory Redemption process and termination of the Fund.
Secondary market investors: No distribution proceeds resulting from the Compulsory
Redemption of the Shares shall be payable by the Company directly to any person other than
of Shareholders as at the Compulsory
Redemption Date. Please note that, investors buying and selling Shares through a broker or
market maker/Authorised Participant and/or investors who hold Shares through a nominee and/or
clearing agent, may not appear in
should deal directly with the relevant broker, market maker/Authorised Participant, nominee or
clearing agent (as relevant) in respect of their investment.
Authorised Participants only: An Authorised Participant who submits a valid application for
Relevant Shares
subject to the Compulsory Redemption process in respect of the Relevant 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
Relevant 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 in the
Company on the Compulsory Redemption Date. The relevant Authorised Participant whose
application was cancelled will be required to reimburse the Company 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.
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FURTHER INFORMATION
Should you have any queries, please do not hesitate to contact:
ETF Securities (UK) Limited
Tel: +44 20 7448 4330
Email: [email protected]
Yours faithfully
__________________
For and on behalf of
the Board of Directors of
GO UCITS ETF Solutions Plc
4
GO UCITS ETF SOLUTIONS PLC
(an open-ended investment company with variable capital structured
as an umbrella fund with segregated liability between its sub-funds)
FREQUENTLY ASKED QUESTIONS (FAQs)
DE-LISTING AND CLOSURE OF A SUB-FUND
1. QUESTION: I was not aware of the deRESPONSE: The Company is required to notify all Shareholders who are listed in the register of
Shareholders for the relevant Fund of a proposed Compulsory Redemption 30 days in advance.
Therefore, a Notice to Shareholders was posted to every Shareholder listed on the register of
Shareholders on 29 July 2016 (i.e. over a month prior to the Final Exchange Trading Date and
Compulsory Redemption Date stated in the Notice to Shareholders). As is common for investors buying
and selling exchange-traded funds (ETFs) on the secondary market (including stock exchanges), the
means that the relevant nominee will often appear on the register of Shareholders instead of the
underlying investor. Therefore, in respect of many investors, the Notice to Shareholders would have
been posted to the relevant broker/nominee as they would most probably have been the actual
Shareholder listed on the register.
It is not possible for the Company to identify all underlying investors whose investments are held by
nominees on their behalf as this information is not publicly available (it is confidential to the nominee). It
is therefore up to each relevant nominee to pass the message on to their underlying beneficiaries in
accordance with the contractual arrangements that they have in place with them.
In addition to the Notice to Shareholders, various stock exchange announcements and other forms of
publication have been released as required by the relevant stock exchanges on which the Fund is traded
and the national regulations in the countries in which the Fund is registered for public distribution.
2. QUESTION: Will I incur any costs associated with the Compulsory Redemption process?
RESPONSE: The Management Company will absorb all legal, procedural, stock exchange related and
service provider costs related to the De-listing/Compulsory Redemption process. The Company will not
pass these costs on to Shareholders, nor will it levy any charge to Shareholders in respect of the
payment of the redemption proceeds to Shareholders (such payments which shall be made in the
relevant base currency of each Fund).
3. QUESTION: When will I know how much I will receive in respect of my investment?
RESPONSE: The final net asset value of each Fund (NAV) will be determined by reference to the level
of the relevant index tracked by the Fund on 02 September 2016 (Final Dealing Date), although the NAV
will reflect the actual liquidated value of all assets of the Fund as at 13 September 2016 (the Compulsory
Redemption Date). Therefore, your investment would have been exposed to movements in the relevant
index until and including 31 August 2016.
We expect to be able to publish the final NAV on or around 14 September 2016 and the figures will be
made available at: www.etfsecurities.com
The amount that you actually receive will depend on whether you receive the proceeds in the same
currency as the base currency of the relevant Fund. If you will receive the proceeds in a currency other
than the base currency of the relevant Fund, then the amount you receive will be affected by the FX rate
at which your broker/nominee converted the proceeds.
4. QUESTION: When will I receive my money?
RESPONSE: The redemption proceeds shall be distributed to the relevant Shareholders listed on the
register of Shareholders (as at 13 September 2016) on or around 19 September 2016. As a large
proportion of the Shareholders are broker/nominees who hold the Shares on behalf of their underlying
investor clients, it is up to the relevant brokers/nominees to ensure that the proceeds are distributed to
their underlying investor clients in accordance with the contractual arrangements they have in place with
their clients. Therefore, please liaise with your broker/nominee.
For further information, please contact:
+44 (0)207 448 4330
[email protected]