THIS DOCUMENT IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This circular (the “Circular”) is sent to you as a
Shareholder of Tabula European Performance Credit UCITS ETF (EUR),
a sub-fund of Tabula ICAV. It 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 stockbroker, bank
manager, solicitor, accountant or independent financial adviser.
This Circular and the changes it proposes have not been reviewed by
the Central Bank of Ireland (the
“Central Bank”) and it is possible that changes may be necessary to
meet the requirements of the Central Bank. The Directors accept
responsibility for the information contained in this
Circular.
TABULA ICAV
EXTRAORDINARY
GENERAL MEETING
OF THE SHAREHOLDERS OF
TABULA EUROPEAN PERFORMANCE CREDIT UCITS ETF (EUR)
If you have sold or transferred your shares in the
Fund, please pass this Circular 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.
TABULA ICAV
Registered Office: 5 George’s Dock, IFSC, Dublin 1
An Irish collective asset-management vehicle having segregated
liability between its
sub-funds with registration number C-174472
Unless otherwise defined herein, all
capitalised terms used herein shall bear the same meaning as
capitalised terms used in the latest prospectus of Tabula ICAV (the
“ICAV”) dated 22 December 2021 (the
“Prospectus”). A copy of the Prospectus and the Supplement relating
to Tabula European Performance Credit UCITS ETF (EUR) is available
upon request during normal business hours from the ICAV or from the
local representative of the ICAV in any jurisdiction in which the
ICAV is registered for public distribution.
The Directors of the ICAV accept responsibility for
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.
RE: Tabula European
Performance Credit UCITS ETF (EUR) (the “Fund”)
Notification of an extraordinary
general meeting to change the investment objective of the Fund and
notification of the change in name of the Fund.
19 March
2021
Dear Shareholder,
1. INTRODUCTION
The ICAV is authorised by the Central Bank pursuant to the
European Communities (Undertakings for Collective Investment in
Transferable Securities) Regulations, 2011 (as amended) (the
“UCITS Regulations”). The ICAV is organised as an umbrella
fund with segregated liability between sub-funds and the Fund is a
sub-fund of the ICAV.
The purpose of this letter is to notify you of:
(i)
an extraordinary general meeting (“EGM”) to consider, and
vote on, a proposed material amendment to the investment objective
of the Fund (the “Material Change”); and
(ii) a
change in name of the Fund.
2. MATERIAL CHANGE
TO INVESTMENT OBJECTIVE
2.1
Change to Investment Objective
The current investment objective of the Fund is to track
the performance of the iTraxx European Performance Credit Index
(the “Index”).
It is now proposed that the Fund’s investment objective be
changed such that the Fund will track the performance of the iTraxx
European IG Performance Credit Index (the “New Index”).
As a result of the change to the New Index, the Fund’s exposure
will be to investment grade credit only rather than to a
combination of investment grade and sub-investment grade credit
which is currently the case
Investors should note that:
Shareholders will not bear any additional legal or
administrative costs as a result of this change.
The Fund may incur transaction costs associated with the change.
The transaction costs, based on the Fund’s current portfolio, are
expected to be minimal and will be borne by the Investment Manager.
In practice, these costs will be highly dependent on market
conditions and the composition of the portfolio at the time of the
change, and may be higher or lower than the estimated amount.
The Total Expense Ratio will not change as a result of the
proposed change.
The anticipated tracking error and the risk profile of the Fund
are expected to remain the same.
Subject to Shareholder approval being obtained, this change will
take effect from the date of issuance of an updated Supplement.
This is expected to occur on or around 13
April 2021 or such later date as the updated Supplement is
published on the Investment Manager’s website (the “Effective
Date”).
Recommendation:
The Directors believe that the resolution to be proposed at the
EGM is in the best interests of Shareholder of the Fund and,
accordingly, the Directors recommend that Shareholder vote in
favour of the resolution.
New Index Description
This section is a summary of the
principal features of the New Index and is not a complete
description of the New Index. Capitalised terms used herein shall
have the meaning given to those terms in the Supplement dated
22 December 2020 with the exception
of the following:
“Credit
Index”
means the Markit iTraxx Europe Index (“ITRX EUR”).
The New Index exposure is to the ITRX EUR On-the-Run 5 Year
Credit Index, with a cash position (the Reference Cash Amount) that
delivers market yields and a 4:1 notional market exposure ratio,
being the approximate proportion of CDS notional to the Index
value.
The Reference Cash Amount makes up the remainder of the Index
Value after subtracting the mark-to-market value of the Index CDS
components. This is a cash balance that varies based upon the cash
flows of the hypothetical Index CDS positions, receiving coupon
payments on the Index CDS, paying default costs (if any) and
receiving or paying interest. The cash component generates interest
at a rate equal to the Reference Cash Rate plus the Reference Cash
Rate Spread.
The New Index is rebalanced on a monthly basis to maintain the
ratio described above. In addition, the Index sets a threshold
relating to intra-month deviation from the ITRX EUR Target
Weighting. If the ratio of the Index CDS notional, multiplied by
its Bond Equivalent Price, divided by the Index Value differs by
more than 10% from the ITRX EUR Target Weighting an additional
Index CDS rebalancing occurs the following day.
On the date that either Credit Index rolls into a new series,
the Index CDS contract referencing the previous series of the
relevant Credit Index is unwound, whilst simultaneously entering
into a long Index CDS referencing the new series of the relevant
Credit Index.
2.2
Notice of EGM to Consider and Vote on the Material
Change
In order to obtain shareholder approval for the Material Change,
the Board has decided to convene an EGM of the Fund at which an
Ordinary Resolution to approve the Material Change will be
proposed. You will find attached to this letter a notice of EGM
(“Notice of EGM”) which will be held at 5 George’s Dock IFSC
Dublin 1 on 7th April 2021 end of
day. The proposed change can only be introduced with the approval
of a simple majority of votes cast by Shareholders attending and
voting in person or by proxy at the EGM at which the resolution is
proposed.
2.3
Proxy Form / Shareholders unable to attend the EGM
The form of proxy accompanying the Notice of EGM should be
completed and returned in accordance with the
instructions thereon, so as to be received by
post to the Company Secretary, c/o Tobias
Ashton, KB Associates, 5 George’s Dock, IFSC, Dublin 1, Ireland. Alternatively, Shareholders may send
their proxies by fax to the Company Secretary at +353 1 668 7696
for the attention of Tobias Ashton
or by email to companysecretary@kbassociates.ie, as soon as
possible and in any event, not later than 48 hours before the time
fixed for the holding of the EGM. Completion and return of a form
of proxy will not preclude a Shareholder from attending and voting
in person at the EGM.
2.4
Re-convening the EGM
Should it be necessary to re-convene the EGM because it is
inquorate, Shareholders should note that the Board has determined
that the re-convened meeting would take place on 16 April 2021 at 11am (Irish time).
2.5
Publication of Results
The result of the EGM will be announced through the regulatory
news service on the Euronext Dublin website and will be published
in an appropriate manner in each of the other jurisdictions in
which the Fund is listed on a stock exchange.
2.6
Redemption of Shares
Shareholders who do not wish to remain in the Fund following the
implementation of the Material Change (if the resolution is passed)
will have the opportunity to redeem their Shares on any Dealing Day
prior to the Effective Date by contacting the Administrator so that
a written redemption request is received by the Administrator by
the Dealing Deadline for the relevant Dealing Day.
3.
CHANGE OF NAME OF THE FUND
It is intended to change the name of the Fund to “Tabula
European IG Performance Credit UCITS ETF (EUR)” to better reflect
the investment objective of the Fund once it is amended with
Shareholder approval.
Should you have any questions relating to these matters, you
should either contact us at the above address or alternatively you
should contact your investment consultant.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS
OF
TABULA EUROPEAN PERFORMANC CREDIT UCITS ETF (EUR)
(THE “FUND”)
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,
solicitor, accountant or other professional advisor.
NOTICE IS HEREBY GIVEN that an Extraordinary General
Meeting (“EGM”) of the shareholders of the Fund will be held at the
offices of KB Associates, 5 George’s Dock, IFSC, Dublin 1, Ireland, on 13 April
2021, at 11 am (Irish time) to
consider and, if thought fit, pass the resolution set out below as
an Ordinary Resolution. Also enclosed is a proxy appointment form
in order for you to cast your votes on the matters to be voted on
at the EGM. Only those Shareholders registered as shareholders of
the Fund as of 11am (Irish time) on
9 April 2021 shall have the right to
participate and vote in the EGM for the Fund.
Ordinary Resolution: To approve the amendments to the
investment objective of the Fund as detailed in the appendix
“Special Business – Ordinary Resolution” attached hereto.
Registered Office
5 George’s Dock
IFSC
Dublin 1
Ireland
Registered Number C-174472
19 March 2021
Notes:
1. The Resolution is proposed as an
Ordinary Resolution. For an ordinary resolution to be passed, not
less than 50 per cent. of the total number of votes cast by
Shareholders being entitled to vote (by proxy or in person) must be
in favour of the resolution.
2. Shareholders of the Fund are entitled
to attend and vote at the EGM of the Fund. 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 Fund or the
ICAV.
3. A form of proxy is enclosed for the
use of Shareholders unable to attend the meeting. Proxies must be
sent to the Company Secretary, c/o Tobias
Ashton, KB Associates, 5 George’s Dock, IFSC, Dublin 1, Ireland. Alternatively, Shareholders may send
their proxies by fax to the Company Secretary at +353 1 668 7696
for the attention of Tobias Ashton
or by email to companysecretary@kbassociates.ie. To be valid,
proxies and any powers of attorney under which they are signed must
be received by the Secretary not less than 48 hours before the time
appointed for the holding of the meeting.
FORM OF PROXY
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
TABULA EUROPEAN PERFORMANCE CREDIT UCITS ETF (EUR)
(THE “FUND”)
I/We...............................................................................................................................................
(Block letters)
of....................................................................................................………………….....................................................
being (a) member(s) of Tabula European Performance Credit UCITS
ETF (EUR), appoint the Chairperson of the meeting or failing
him/her appoint an authorised representative of KB Associates OR
failing him/her (see note (h))
...................................................................................................………………….........................................................
(Block letters)
of....................................................................................................................................................
as my/our proxy to vote for me/us and on my/our behalf at the
Extraordinary General Meeting of the Fund to be held at the offices
of KB Associates, 5 George’s Dock, IFSC, Dublin 1, Ireland on 13 April
2021 at 11 am (Irish time) and
at any adjournment thereof.
Please indicate with a tick (?) in the spaces provided how you
wish your votes to be cast, otherwise your proxy will vote as
he/she thinks fit. In the event that an authorised representative
of KB Associates is appointed as a proxy, such proxy will vote as
indicated above and the shareholder hereby indemnifies the
authorised representative of KB Associates for any losses or
liability such representative of KB Associates may suffer as a
result of it acting in good faith in the exercise of this
proxy.
ORDINARYRESOLUTION |
FOR |
ABSTAIN |
AGAINST |
That the investment
objective of the Fund be amended as detailed in the appendix
“Special Business – Ordinary Resolution” attached hereto. |
|
|
|
Dated:
Name and Address of
Shareholder
Signature of Shareholder
Name and Address of
Shareholder
Signature of Shareholder
Name and Address of
Shareholder
Signature of Shareholder
Name and Address of
Shareholder
Signature of Shareholder
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 some other person as proxy, the name of the
proxy must be inserted in the space provided instead of the option
provided which should be deleted.
(c)
If either (i) a Shareholder does not propose to exercise all of the
voting rights to which the Shareholder is entitled or (ii) a
Shareholder proposes to exercise voting rights both for and against
a resolution, in order for a proxy to be valid, the proxy must
state (i) the name of the Fund in respect of which the Shareholder
is exercising voting rights, (ii) the number of Shares in respect
of which the votes are being cast and (iii) whether the votes are
being cast for or against the resolution.
(d) 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.
(e)
In the case of joint holders the vote of the senior who tenders a
vote whether in person or by proxy shall be accepted to 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.
(f)
To be valid this proxy form and any power of attorney under which
it is signed must reach the Company Secretary, c/o Tobias Ashton, KB Associates, 5 George’s Dock,
IFSC, Dublin 1, Ireland. Alternatively, Shareholders may send
their proxies by fax to the Company Secretary at
+353 1 668 7696 for the attention of Tobias Ashton or by email to
companysecretary@kbassociates.ie. To be valid, proxies and any
powers of attorney under which they are signed must be received by
the Company Secretary not less than 48 hours before the time
appointed for the holding of the meeting.
(g)
A proxy need not be a shareholder of the Fund or the ICAV but must
attend the meeting in person to represent you.
(h) In the
event that an authorised representative of KB Associates is
appointed as a proxy, such proxy will vote as indicated above. In
the absence of any direction the proxy will vote in favour of the
resolutions. The shareholder hereby indemnifies KB Associates and
its authorised representatives for any losses or liability incurred
as a result of acting in good faith in the exercise of this
proxy.
Appendix
Special Business – Ordinary
Resolution
To consider and, if thought
fit, to pass the following as an Ordinary Resolution:
That the investment objective of the Fund be deleted and
replaced in its entirety with the following:
The objective of the Sub-Fund is to track the performance of the
Index* to within an acceptable tracking error, (which will take
into account, amongst other things, the fees and expenses
incurred).
*the Index being the iTraxx European IG Performance Credit
Index