Amendment to the EGM date and time in section 2.2
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 13th April 2021 at
11am. 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.
Yours sincerely,
________________
Director
for and on behalf of
Tabula ICAV
TABULA ICAV
(THE “ICAV”)
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 end of day on 7th 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.
__________________________________
For and on behalf of the Board
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.
TABULA ICAV
(The “ICAV”)
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 (ü) 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.
ORDINARY
RESOLUTION |
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