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Société anonyme and
Société d'investissement à capital variable 49, Avenue J.F. Kennedy
L-1855 Luxembourg
RCS Luxembourg Nr. B 83.626 www.ubs.com
Notice to the shareholders of
UBS (Lux) Fund Solutions -Bloomberg MSCI Global Liquid Corporates Sustainable UCITS ETF
(hedged to GBP) A-dis,
UBS (Lux) Fund Solutions - Bloomberg MSCI Global Liquid Corporates Sustainable UCITS ETF (EUR) A-dis,
MSCI Europe Socially Responsible UCITS ETF (EUR) A-Acc and
UBS (Lux) Fund Solutions - MSCI Europe Socially Responsible UCITS ETF (EUR) A-acc
(collectively referred to as the "Shareholders")
UBS (Lux) Fund Solutions (the "Company"), a "Société d'Investissement à Capital Variable (SICAV)", wishes to inform you of the decision to merge the share classes UBS (Lux) Fund Solutions - Bloomberg MSCI Global Liquid Corporates Sustainable UCITS ETF (hedged to GBP) A-dis and UBS (Lux) Fund Solutions - MSCI Europe Socially Responsible UCITS ETF (EUR) A-dis(the "Merging Classes") into UBS (Lux) Fund Solutions - Bloomberg MSCI Global Liquid Corporates Sustainable UCITS ETF (USD) A-acc and UBS (Lux) Fund Solutions - MSCI Europe Socially Responsible UCITS ETF (EUR) A-acc respectively (the "Receiving Classes") (all share classes collectively referred to as the "Classes") on 11 November 2024 (the "Effective Date" and the "Merger").
I. Background and Rationale
Given the Merging Classes' low and further decreasing assets and in order to rationalise and simplify the fund offering, the board of directors of the Company deems it in the Shareholders' best interest to merge the Merging Classes into the respective Receiving Classes pursuant to Article 23 of the articles of association and the prospectus of the Company.
As of the Effective Date, Shareholders of the Merging Classes which are merged into the respective Receiving Classes shall in all respects have the same rights as the Shareholders of the Receiving Class.
II. Type of merger
The Merger will be based on the net asset value per share as per 8 November 2024 (the "Reference Date"). In the context of the Merger, the assets and liabilities of the Merging Classes will be allocated to the respective Receiving Classes. The number of new shares to be so issued shall be calculated on the Effective Date based on the exchange ratio corresponding to the net asset value per share of the Merging Classes on the Reference Date, calculated in accordance with the relevant provisions mentioned in the section "Net asset value, issue and redemption price" of the Prospectus, in comparison with the net asset value per share of the receiving share class of the respective Receiving Classes on the Reference Date. The respective net asset value per share of the Merging Classes and the Receiving Classes as at the Reference Date will not necessarily be the same. Therefore, while the overall value of their holding should remain the same, shareholders in the Merging Classes may receive a different number of shares in the respective Receiving Classes than the number of shares they had previously held in the Merging Classes.
Should the application of the exchange ratio result in an allocation of fractional shares in the respective Receiving Classes to a Shareholder of the Merging Classes, the value of such holding following the application of the exchange ratio will be rounded down to the nearest whole share and the value of the fractional entitlement will be distributed to the relevant shareholder of the Merging Classes by way of a residual cash payment in the base currency of the Merging Class. Residual cash payments, where applicable, will be made to shareholders of the Merging Class as soon as reasonably practicable after the Effective Date.
The time(s) at which shareholders of the Merging Class receive any such residual cash payments will depend on the timeframes and arrangements agreed between shareholders and their depositary, broker and/or relevant central securities depositary for processing such payments.
III. Impact on the shareholders
The Merger will result in the following changes for the shareholders of the Merging Classes:
| UBS (Lux) Fund Solutions - Bloomberg MSCI Global Liquid Corporates Sustainable UCITS ETF (hedged to GBP) A-dis | UBS (Lux) Fund Solutions - Bloomberg MSCI Global Liquid Corporates Sustainable UCITS ETF (USD) A-acc
|
Merging share classes | (hedged to GBP) (EUR) A-dis: (ISIN: LU2099992344 ) | (EUR) A-dis: (ISIN: LU2099991536) |
Maximum flat fee p.a. | (hedged to GBP) (EUR) A-dis: 0.16% | (EUR) A-dis: 0.13% |
Base Currency | GBP | USD |
Distribution Policy | Dis | Acc |
Ongoing costs as per key information document (KID) |
0.25% |
0.20% |
| UBS (Lux) Fund Solutions - MSCI Europe Socially Responsible UCITS ETF (EUR) A-dis | UBS (Lux) Fund Solutions - MSCI Europe Socially Responsible UCITS ETF (EUR) A-acc |
Merging share classes | (EUR) A-dis: (ISIN: LU2206597713) | (EUR) A-acc: (ISIN: LU2206597804) |
Maximum flat fee p.a. | (EUR) A-dis: 0.18% | (EUR) A-acc: 0.18% |
Base Currency | EUR | EUR |
Distribution Policy | Dis | Acc |
Ongoing costs as per key information document (KID) |
0.18% |
0.18% |
IV. Costs
The legal, advisory and administrative costs and expenses (excluding potential transaction costs related to the sale of assets of the Merging Classes) associated with the Merger will be borne by UBS Asset Management Switzerland AG and will not impact either the Merging Classes or the Receiving Classes. The auditor's fees in connection with the Merger will be borne by the Merging Classes.
V. Timeline
Shareholders of the Classes who are not in agreement with the Merger may redeem their shares free of charge until 31 October 2024, cut-off time 15:00 CET. The Merging Classes will subsequently be closed for redemptions.
Information for shareholders of the Classes on the secondary market
In the morning of 28 October 2024 the trading of the shares of the Classes on the relevant stock exchanges will be suspended. Last trading day for the Shareholders of the Classes on the secondary market is 25 October 2024. Further information on such suspension will be published by the relevant stock exchanges.
On the Effective Date, the Shareholders of the Merging Classes, will be entered into the register of Share- holders of the Receiving Classes and will be able to exercise their rights as Shareholders of the Receiving Classes, such as participating and voting at general meetings as well as the right to request the repurchase, redemption or conversion of shares of the Receiving Classes.
VI. Summary Table
Last Trading Day Secondary Market | 25 October 2024 |
Suspension Secondary Market | 28 October 2024 |
Last Trading Day Primary Market | 31 October 2024 |
Suspension Primary Market | 1 November 2024 |
Reference Date | 8 November 2024 |
Effective Date | 11 November 2024 |
VII. Auditor
Ernst & Young, a société anonyme, 35E avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, is in charge of preparing a report validating the conditions foreseen in Article 71 (1), let. a) to
c) 1stalternative of the Luxembourg law of 17 December 2010 on undertakings for collective investment (the "Law of 2010") for the purpose of the Merger. A copy of this report will be made available upon request and free of charge to the Shareholders sufficiently in advance of the Merger. Ernst & Young will also be engaged to validate the actual exchange ratio determined at the exchange ratio calculation date, as provided for in Article 71 (1), let. c) 2ndalternative of the Law of 2010. A copy of this report will be made available upon request and free of charge to the Shareholders. Furthermore, shareholders of the Merging Classes are advised to consult the KID relating to the Receiving Classes which is available online at www.ubs.com/etf. Shareholders seeking additional information may contact the Management Company.
VIII. Taxes
Please also note that investors may be subject to taxation on their holdings in investment funds. Please contact your tax advisor in respect of any tax queries you may have as a result of the Merger.
If you have any queries in relation to the above please contact ol-etf-pfm@ubs.com. Luxembourg, 11 October 2024
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