NOTICE TO SHAREHOLDERS

Transcription

1 REGISTERED Name and address Shareholder Luxembourg, February 20, 2017 NOTICE TO SHAREHOLDERS Dear Shareholder, 1. Merger of sub-funds of Candriam Bonds and Candriam SRI The Boards of Directors of Candriam Bonds and Candriam SRI, SICAVs under Part I of the Law of 17 December 2010 on undertakings for collective investment (hereinafter the Law of 2010 ) have decided, in accordance with the provisions of their respective articles of incorporation and with the provisions of chapter 8 of the Law of 2010, to carry out the merger by absorption of the following sub-funds of Candriam Bonds into the following sub-funds of Candriam SRI, within the meaning of Article 1 (20) a) of the Law of 2010 and on the terms and in accordance with the procedure set forth hereinafter: 1.1 Merger of the sub-fund into the sub-fund Candriam SRI Bond Euro Classique Cap EUR LU => Candriam SRI Bond Euro C Cap EUR LU Classique Dis EUR LU => Candriam SRI Bond Euro C Dis EUR LU I Cap EUR LU => Candriam SRI Bond Euro I Cap EUR LU I Dis EUR LU => Candriam SRI Bond Euro I Dis EUR LU Z Cap EUR LU => Candriam SRI Bond Euro Z Cap EUR LU R Cap EUR LU => Candriam SRI Bond Euro R Cap EUR LU Merger of the sub-fund into the sub-fund Candriam SRI Bond Euro: Classique Cap EUR LU => Candriam SRI Bond Euro C Cap EUR LU Classique Dis EUR LU => Candriam SRI Bond Euro C Dis EUR LU I Cap EUR LU => Candriam SRI Bond Euro I Cap EUR LU I Dis EUR LU => Candriam SRI Bond Euro I Dis EUR LU Z Cap EUR LU => Candriam SRI Bond Euro Z Cap EUR LU Z Dis EUR LU => Candriam SRI Bond Euro Z Dis EUR LU R Cap EUR LU => Candriam SRI Bond Euro R Cap EUR LU Merger of sub-funds within Candriam Bonds The Board of Directors of Candriam Bonds has also decided, in accordance with the provisions of Article 27 of its articles of incorporation and the provisions of chapter 8 of the Law of 2010, to carry out the merger by absorption of the following sub-funds, within the meaning of Article 1 (20) a) of the Law of 2010: 1

2 Candriam Bonds USD Classique Cap USD LU => Candriam Bonds USD Classique Cap USD LU Candriam Bonds USD Classique Dis USD LU Candriam Bonds USD Classique Dis USD LU Candriam Bonds USD I Cap USD LU Candriam Bonds USD I Cap USD LU Candriam Bonds USD N Cap USD LU Candriam Bonds USD N Cap USD LU Candriam Bonds USD Z Cap USD LU Candriam Bonds USD Z Cap USD LU Background and reasons for the mergers The mergers are being carried out in the context of a strategic review of the Candriam Investors Group range of funds. 1. The mergers described above under 1.1 and 1.2 involve grouping together within in a single structure,, all of the funds in the Candriam range which invest in accordance with environmental, social and governance criteria by means of an analysis developed by the Management Company. 2. The merger stated under point 2 above, namely the merger of the sub-fund Candriam Bonds USD into the sub-fund Candriam Bonds USD is being conducted in order to rationalise the range of products offered to investors (as the sub-funds have in structural terms a low amount of assets under management) and to maintain a product denominated in USD offering a wider range of issuers. In addition, given the ensuing potential increase in the assets under management, the mergers are likely to allow the absorbing sub-funds to be managed more rationally and efficiently. 4. Effects of the mergers on shareholders of the absorbed and absorbing sub-funds On the Effective Date, as defined below, each of the absorbed sub-funds will, at the time of its dissolution without liquidation, transfer all its assets and liabilities to its respective absorbing sub-fund, allocating shares of the corresponding class in the absorbing sub-fund to shareholders of the absorbed sub-funds. By becoming shareholders of the absorbing sub-fund, shareholders of the absorbed sub-fund will continue to benefit from the same rights attached to the shares, and in particular the right to attend shareholders' meetings and exercise the voting rights attached to the shares, as well as the right to share profits. Shareholders of an absorbed sub-fund who do not exercise the right to redeem or convert their shares as specified below will become shareholders in the absorbing sub-fund and will receive in exchange for their shares a number of shares of the corresponding class in the absorbing sub-fund in accordance with the terms described in point 1 of this notice and on the basis of the Exchange Ratio, as defined below. Shareholders whose names are included in the register of registered shares of an absorbed sub-fund will automatically be entered in the register of registered shares of the corresponding absorbing sub-fund. No subscription fee will be charged by an absorbing sub-fund to shareholders of a sub-fund absorbed by virtue of the merger. In order to facilitate the merger transactions, the investment manager of each of the absorbed sub-funds may, with effect from the publication date of this notice (the "Notice to Shareholders"), adjust the portfolio of the absorbed sub-funds so as to bring it into line with the investment objective and policy of the respective absorbing sub-fund. Shareholders of the sub-fund will become shareholders of the sub-fund Candriam SRI Bond Euro, also denominated in EUR, which will notably have a wider range of issuers. Shareholders of the sub-fund will become shareholders of the sub-fund Candriam SRI Bond Euro which has a comparable investment policy to their sub-fund. Shareholders of the sub-fund Candriam Bonds USD will become shareholders of the sub-fund Candriam Bonds USD, also denominated in USD, which will notably have a wider range of issuers. With the same aim of facilitating smooth operation of the mergers, requests for subscription, redemption and conversion will be suspended for the absorbed sub-funds as of 12 noon on March 29, Until 12 noon on March 29, 2017, shareholders of the absorbed sub-funds may request redemption of their shares, without cost (except for duties and taxes charged by the authorities of the countries where the shares are sold), or request their conversion into shares of another sub-fund of the SICAV. Shareholders who do not exercise this right within the stated timeframes may exercise their rights as shareholders of the respective absorbing sub-funds as of 12 noon on March 31, A comparison of the main differences between each absorbed sub-fund and its respective absorbing sub-fund is shown in Appendix 1 to this notice. This notice is issued to shareholders of the sub-funds affected by a merger so as to allow them to make a fully informed decision of the effect of this merger on their investment. 2

3 Shareholders are strongly advised to consult their professional adviser as to the possible consequences that the mergers may have, particularly with regards to their tax regime. 5. Effective date of the mergers and method of calculation of the Exchange Ratio On the Effective Date as defined hereinafter, each of the absorbed sub-funds will transfer all its assets and liabilities to the corresponding absorbing sub-fund and will cease to exist. The shares of the absorbed sub-funds will be cancelled. The exchange ratio will be calculated by dividing the net asset value of the shares of each of the absorbed sub-funds by the net asset value of the shares of the absorbing sub-funds (the "Exchange Ratio"). The Exchange Ratio will be calculated on March 31, 2017 (the Calculation Date ), on the basis of the net asset values dated March 30, The mergers will be effective on March 31, 2017 (the Effective Date ), and the first net asset value of each absorbing sub-fund will be calculated on April 3, 2017 based on the merged assets. Shareholders of the absorbed sub-funds will be notified of the Exchange Ratios as soon as possible after the Effective Date. The Boards of Directors of Candriam Bonds and Candriam SRI have appointed PricewaterhouseCoopers Luxembourg, 2 Rue Gerhard Mercator, BP 1443, L-1014 Luxembourg, as the auditors (hereinafter referred to as the "Auditors") to validate the aspects of the mergers set out in Article 71 of the Law of Performance fee for unit I of the absorbing fund Candriam Bonds USD [LU ] The I capitalisation class of the absorbing sub-fund Candriam Bonds USD [LU ] is subject to a performance fee, the calculation methods of which are summarised in this notice. In this merger, the issue of new shares to the shareholders of the absorbed sub-fund is considered as a subscription to the absorbing sub-fund for the purpose of calculating the performance fee. 7. Merger costs All legal, advisory services or administrative costs associated with the preparation and completion of the mergers will be borne by the Management Company, Candriam Luxembourg. Audit fees related to the mergers, and expenses related to rebalancing and transferring the portfolios, will be borne by the respective absorbed sub-funds. 8. Rights of shareholders In the absorbed sub-funds there are no shareholders with special rights or holders of securities other than shares. All shares issued by each absorbing sub-fund, on the occasion of these mergers in accordance with the methods described above under point 1 of this notice, are identical, and grant the same rights and benefits to the holders thereof. The following documents and any additional information can be obtained free of charge on request from the registered office of the SICAVs: - the merger proposal; - the Prospectus; - key investor information documents for each of the absorbing sub-funds; - the latest annual and semi-annual report of the SICAV; - the merger report prepared by the Auditor. *** The Prospectus dated March 31, 2017 of Candriam Bonds and the prospectus dated March 24, 2017 of Candriam SRI as well as the key investor information documents for both SICAVs will be available free of charge from the registered offices of the SICAVs and may be viewed free of charge on the website: The Boards of Directors 3

4 REGISTERED Name and address Shareholder Luxembourg, February 20, 2017 NOTICE TO SHAREHOLDERS Dear Shareholder, 9. Merger of sub-funds of Candriam Bonds and Candriam SRI The Boards of Directors of Candriam Bonds and Candriam SRI, SICAVs under Part I of the Law of 17 December 2010 on undertakings for collective investment (hereinafter the Law of 2010 ) have decided, in accordance with the provisions of their respective articles of incorporation and with the provisions of chapter 8 of the Law of 2010, to carry out the merger by absorption of the following sub-funds of Candriam Bonds into the following sub-funds of Candriam SRI, within the meaning of Article 1 (20) a) of the Law of 2010 and on the terms and in accordance with the procedure set forth hereinafter: 1.3 Merger of the sub-fund * into the sub-fund Candriam SRI Bond Euro * Classique Cap EUR LU => Candriam SRI Bond Euro C Cap EUR LU Merger of the sub-fund into the sub-fund Candriam SRI Bond Euro: Classique Cap EUR LU => Candriam SRI Bond Euro C Cap EUR LU Background and reasons for the mergers The mergers are being carried out in the context of a strategic review of the Candriam Investors Group range of funds. The mergers involve grouping together within in a single structure,, all of the funds in the Candriam range which invest in accordance with environmental, social and governance criteria by means of an analysis developed by the Management Company. In addition, given the ensuing potential increase in the assets under management, the mergers are likely to allow the absorbing sub-funds to be managed more rationally and efficiently. 11. Effects of the mergers on shareholders of the absorbed and absorbing sub-funds On the Effective Date, as defined below, each of the absorbed sub-funds will, at the time of its dissolution without liquidation, transfer all its assets and liabilities to its respective absorbing sub-fund, allocating shares of the corresponding class in the absorbing sub-fund to shareholders of the absorbed sub-funds. By becoming shareholders of the absorbing sub-fund, shareholders of the absorbed sub-fund will continue to benefit from the same rights attached to the shares, and in particular the right to attend shareholders' meetings and exercise the voting rights attached to the shares, as well as the right to share profits. Shareholders of an absorbed sub-fund who do not exercise the right to redeem or convert their shares as specified below will become shareholders in the absorbing sub-fund and will receive in exchange for their shares a number of shares of the corresponding class in the absorbing sub-fund in accordance with the terms described in point 1 of this notice and on the basis of the Exchange Ratio, as defined below. Shareholders whose names are included in the register of registered shares of an absorbed sub-fund will automatically be entered in the register of registered shares of the corresponding absorbing sub-fund. No subscription fee will be charged by an absorbing sub-fund to shareholders of a sub-fund absorbed by virtue of the merger. 4

5 In order to facilitate the merger transactions, the investment manager of each of the absorbed sub-funds may, with effect from the publication date of this notice (the "Notice to Shareholders"), adjust the portfolio of the absorbed sub-funds so as to bring it into line with the investment objective and policy of the respective absorbing sub-fund. Shareholders of the sub-fund * will become shareholders of the sub-fund Candriam SRI Bond Euro, also denominated in EUR, which will notably have a wider range of issuers. Shareholders of the sub-fund will become shareholders of the sub-fund Candriam SRI Bond Euro which has a comparable investment policy to their sub-fund. With the same aim of facilitating smooth operation of the mergers, requests for subscription, redemption and conversion will be suspended for the absorbed sub-funds as of 12 noon on March 29, Until 12 noon on March 29, 2017, shareholders of the absorbed sub-funds may request redemption of their shares, without cost (except for duties and taxes charged by the authorities of the countries where the shares are sold), or request their conversion into shares of another sub-fund of the SICAV. Shareholders who do not exercise this right within the stated timeframes may exercise their rights as shareholders of the respective absorbing sub-funds as of 12 noon on March 31, A comparison of the main differences between each absorbed sub-fund and its respective absorbing sub-fund is shown in Appendix 1 to this notice. This notice is issued to shareholders of the sub-funds affected by a merger so as to allow them to make a fully informed decision of the effect of this merger on their investment. Shareholders are strongly advised to consult their professional adviser as to the possible consequences that the mergers may have, particularly with regards to their tax regime. 12. Effective date of the mergers and method of calculation of the Exchange Ratio On the Effective Date as defined hereinafter, each of the absorbed sub-funds will transfer all its assets and liabilities to the corresponding absorbing sub-fund and will cease to exist. The shares of the absorbed sub-funds will be cancelled. The exchange ratio will be calculated by dividing the net asset value of the shares of each of the absorbed sub-funds by the net asset value of the shares of the absorbing sub-funds (the "Exchange Ratio"). The Exchange Ratio will be calculated on March 31, 2017 (the Calculation Date ), on the basis of the net asset values dated March 30, The mergers will be effective on March 31, 2017 (the Effective Date ), and the first net asset value of each absorbing sub-fund will be calculated on April 3, 2017 based on the merged assets. Shareholders of the absorbed sub-funds will be notified of the Exchange Ratios as soon as possible after the Effective Date. The Boards of Directors of Candriam Bonds and Candriam SRI have appointed PricewaterhouseCoopers Luxembourg, 2 Rue Gerhard Mercator, BP 1443, L-1014 Luxembourg, as the auditors (hereinafter referred to as the "Auditors") to validate the aspects of the mergers set out in Article 71 of the Law of Merger costs All legal, advisory services or administrative costs associated with the preparation and completion of the mergers will be borne by the Management Company, Candriam Luxembourg. Audit fees related to the mergers, and expenses related to rebalancing and transferring the portfolios, will be borne by the respective absorbed sub-funds. 14. Rights of shareholders In the absorbed sub-funds there are no shareholders with special rights or holders of securities other than shares. All shares issued by each absorbing sub-fund, on the occasion of these mergers in accordance with the methods described above under point 1 of this notice, are identical, and grant the same rights and benefits to the holders thereof. The following documents and any additional information can be obtained free of charge on request from the registered office of the SICAV: - the merger proposal; - the Prospectus; - key investor information documents for each of the absorbing sub-funds; - the latest annual and semi-annual report of the SICAV; - the merger report prepared by the Auditor. *** The Prospectus dated March 31, 2017 of Candriam Bonds and the prospectus dated March 24, 2017 of Candriam SRI as well as the key investor information documents for both SICAVs will be available free of charge from the registered offices of the SICAVs and may be viewed free of charge on the website: The Boards of Directors 5