Statement Re Extraordinary General Meeting (EGM) to the Shareholders of WisdomTree Issuer Plc
SHAREHOLDER ACTION REQUIRED: PROPOSED CONVERSION OF THE COMPANY TO AN IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLE AND TRANSITION TO THE ICSD SETTLEMENT MODEL CIRCULAR AND NOTICE OFEXTRAORDINARY GENERAL MEETING TO THE SHAREHOLDERS OFWISDOMTREE ISSUER PUBLIC LIMITED COMPANY
(the Company)_________________________________________________________________________________THIS CIRCULAR AND NOTICE (THE CIRCULAR) IS SENT TO YOU AS A SHAREHOLDER IN WISDOMTREE ISSUER PUBLIC LIMITED COMPANY. IT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR OR ATTORNEY OR OTHER PROFESSIONAL ADVISOR.If you have transferred your holding in the Company, please send this document and the accompanying proxy form to the stockbroker, bank manager or other agent through whom the transfer was effected for transmission to the transferee. Dated 23 March 2020
23 March 2020To: All shareholders in the CompanyACTION REQUIRED: PROPOSED CONVERSION OF THE COMPANY TO AN IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLE AND TRANSITION TO ICSD SETTLEMENT MODELDear Shareholder 1. BackgroundAs you may be aware, the Company currently settles trades in all shares of the Company (the Shares) using the central securities depositaries (CSD) settlement model. The sub-funds of the Company (the Funds) are issued on multiple local CSDs and, in the UK, settlement is through Euroclear UK & Ireland Limited (the CREST system). The Company will lose the ability to use the CREST system as an issuing CSD from 29 March 2021, when the extended period of equivalency currently agreed to by the UK and European Union will end.In order to continue to issue Shares, it is proposed to transfer the settlement of trading in the Shares to the International Central Securities Depositary structure (the ICSD Settlement Model) (the Transition) on or around 7 August 2020 (the Transition Date). In doing so, this will bring the Company in line with the broader European ETF market, which is increasingly migrating to the ICSD Settlement Model. The advantages of the ICSD Settlement Model are set out further below under the heading What are the operational advantages of the Transition? and within the FAQ guidance document on the WisdomTree website at https://www.wisdomtree.eu/en-gb/-/media/eu-media-files/other-documents/faq/ucits-icav-icsd-faq.pdf.In order to facilitate a stream-lined transition to the ICSD Settlement Model, it is also proposed that prior to the Transition Date, the Company converts from a public limited company to an Irish collective asset-management vehicle (ICAV) (the Conversion) on or around 6 May 2020 (the Conversion Date). This would include the adoption a new instrument of incorporation of the ICAV (the Instrument) which would replace the current memorandum and articles of association of the Company (the Constitution). The Instrument will include a provision which facilitates the implementation of the Transition by the directors of the Company (the Directors), provided that the necessary shareholder approval being requested in this Circular is obtained. Further information on the Conversion can be found below under the heading Proposed Conversion of the Company to an ICAV and within the FAQ guidance document on the WisdomTree website at https://www.wisdomtree.eu/en-gb/-/media/eu-media-files/other-documents/faq/ucits-icav-icsd-faq.pdf.The Transition and Conversion will apply to all of the Funds, which are listed in Appendix III.
2. Summary of Actions to be Taken by ShareholdersSpecial resolutions of the shareholders will be required to (i) approve the Conversion and (ii) authorise the Directors to implement the Transition. Further information is set out below under the heading Shareholders’ Approval – Action to be taken and the full text of the special resolutions required to be passed is set out at Appendix I.The Directors have resolved to convene an extraordinary general meeting (EGM) of the shareholders on 20 April 2020 at 9.00 a.m. at the Company’s registered office, 25-28 North Wall Quay, Dublin 1, Ireland for you to consider and vote on these resolutions.Key Implications of the ChangesThe Conversion and the Transition will allow the Shares to continue to trade on European exchanges after 29 March 2021.You will continue to hold the same Shares following the Conversion and the Transition, and your rights will not be affected. Additionally, the authorities, functions, liabilities, obligations or any resolutions passed or any other act or thing done by or in respect of the Company for the period for which it was established and registered in Ireland as a public limited company will not be affected.The price of Shares, the Irish ISINs and the timelines in which dividends will be declared and paid in accordance with the supplements of the Funds (the Supplements) will remain the same following the implementation of the Conversion and the Transition.Neither the Conversion nor the Transition will change the legal entity of the Company or the authorisation status of the Company as UCITS authorised pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended.Shareholders who currently hold their Shares through a nominee or broker account will not be impacted by the Transition and will continue to hold a beneficial entitlement to the Shares in the same way that they hold their entitlement under the current CSD settlement model.As part of the Transition, where DE ISINs for German investors have been issued, these will merge into the Irish ISINs on the Transition Date. Further information can be found in the FAQ guidance document on the WisdomTree website at https://www.wisdomtree.eu/en-gb/-/media/eu-media-files/other-documents/faq/ucits-icav-icsd-faq.pdf.You will continue to hold, or have a beneficial entitlement to, the same Shares following the Conversion and the Transition; there is no exchange of Shares or sale of Shares as part of the Conversion and the Transition. As a result, the Conversion and Transition are not expected to be chargeable events for tax purposes, however shareholders are advised to liaise with their tax advisors in relation to the tax implications in individual circumstances.4. Proposed Conversion of the Company to an ICAV
(the Company)_________________________________________________________________________________THIS CIRCULAR AND NOTICE (THE CIRCULAR) IS SENT TO YOU AS A SHAREHOLDER IN WISDOMTREE ISSUER PUBLIC LIMITED COMPANY. IT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR OR ATTORNEY OR OTHER PROFESSIONAL ADVISOR.If you have transferred your holding in the Company, please send this document and the accompanying proxy form to the stockbroker, bank manager or other agent through whom the transfer was effected for transmission to the transferee. Dated 23 March 2020
23 March 2020To: All shareholders in the CompanyACTION REQUIRED: PROPOSED CONVERSION OF THE COMPANY TO AN IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLE AND TRANSITION TO ICSD SETTLEMENT MODELDear Shareholder 1. BackgroundAs you may be aware, the Company currently settles trades in all shares of the Company (the Shares) using the central securities depositaries (CSD) settlement model. The sub-funds of the Company (the Funds) are issued on multiple local CSDs and, in the UK, settlement is through Euroclear UK & Ireland Limited (the CREST system). The Company will lose the ability to use the CREST system as an issuing CSD from 29 March 2021, when the extended period of equivalency currently agreed to by the UK and European Union will end.In order to continue to issue Shares, it is proposed to transfer the settlement of trading in the Shares to the International Central Securities Depositary structure (the ICSD Settlement Model) (the Transition) on or around 7 August 2020 (the Transition Date). In doing so, this will bring the Company in line with the broader European ETF market, which is increasingly migrating to the ICSD Settlement Model. The advantages of the ICSD Settlement Model are set out further below under the heading What are the operational advantages of the Transition? and within the FAQ guidance document on the WisdomTree website at https://www.wisdomtree.eu/en-gb/-/media/eu-media-files/other-documents/faq/ucits-icav-icsd-faq.pdf.In order to facilitate a stream-lined transition to the ICSD Settlement Model, it is also proposed that prior to the Transition Date, the Company converts from a public limited company to an Irish collective asset-management vehicle (ICAV) (the Conversion) on or around 6 May 2020 (the Conversion Date). This would include the adoption a new instrument of incorporation of the ICAV (the Instrument) which would replace the current memorandum and articles of association of the Company (the Constitution). The Instrument will include a provision which facilitates the implementation of the Transition by the directors of the Company (the Directors), provided that the necessary shareholder approval being requested in this Circular is obtained. Further information on the Conversion can be found below under the heading Proposed Conversion of the Company to an ICAV and within the FAQ guidance document on the WisdomTree website at https://www.wisdomtree.eu/en-gb/-/media/eu-media-files/other-documents/faq/ucits-icav-icsd-faq.pdf.The Transition and Conversion will apply to all of the Funds, which are listed in Appendix III.
2. Summary of Actions to be Taken by ShareholdersSpecial resolutions of the shareholders will be required to (i) approve the Conversion and (ii) authorise the Directors to implement the Transition. Further information is set out below under the heading Shareholders’ Approval – Action to be taken and the full text of the special resolutions required to be passed is set out at Appendix I.The Directors have resolved to convene an extraordinary general meeting (EGM) of the shareholders on 20 April 2020 at 9.00 a.m. at the Company’s registered office, 25-28 North Wall Quay, Dublin 1, Ireland for you to consider and vote on these resolutions.Key Implications of the ChangesThe Conversion and the Transition will allow the Shares to continue to trade on European exchanges after 29 March 2021.You will continue to hold the same Shares following the Conversion and the Transition, and your rights will not be affected. Additionally, the authorities, functions, liabilities, obligations or any resolutions passed or any other act or thing done by or in respect of the Company for the period for which it was established and registered in Ireland as a public limited company will not be affected.The price of Shares, the Irish ISINs and the timelines in which dividends will be declared and paid in accordance with the supplements of the Funds (the Supplements) will remain the same following the implementation of the Conversion and the Transition.Neither the Conversion nor the Transition will change the legal entity of the Company or the authorisation status of the Company as UCITS authorised pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended.Shareholders who currently hold their Shares through a nominee or broker account will not be impacted by the Transition and will continue to hold a beneficial entitlement to the Shares in the same way that they hold their entitlement under the current CSD settlement model.As part of the Transition, where DE ISINs for German investors have been issued, these will merge into the Irish ISINs on the Transition Date. Further information can be found in the FAQ guidance document on the WisdomTree website at https://www.wisdomtree.eu/en-gb/-/media/eu-media-files/other-documents/faq/ucits-icav-icsd-faq.pdf.You will continue to hold, or have a beneficial entitlement to, the same Shares following the Conversion and the Transition; there is no exchange of Shares or sale of Shares as part of the Conversion and the Transition. As a result, the Conversion and Transition are not expected to be chargeable events for tax purposes, however shareholders are advised to liaise with their tax advisors in relation to the tax implications in individual circumstances.4. Proposed Conversion of the Company to an ICAV
