APS Funds SICAV p.l.c. Extraordinary General Meeting

Transcription

1 APS Funds SICAV p.l.c. Extraordinary General Meeting and Class Meetings 6 February 2017 APS Centre, Tower Street, Birkirkara BKR Malta Telephone: (00356) Fax: (00356) info@apsfunds.com.mt

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3 Table of Contents 3 Notice to Shareholders of APS Funds SICAV p.l.c. 4 Notice to Shareholders of APS Income Fund only. 5 Notice to Shareholders of APS Regular Income Ethical Fund only. 6 Timeline of Important Dates 7 Chairman s Letter 8 Appendix 9

4 4 Notice to Shareholders of APS Funds SICAV p.l.c. Notice to shareholders is hereby being given of an Extraordinary General Meeting of APS Funds SICAV plc (the Company ) to be held on 22 February 2017 at 5:30 pm at Chameleon Suite, Corinthia Palace Hotel & Spa, De Paule Avenue, San Anton, Attard BZN9020, Malta for the purpose of considering the following Agenda: AGENDA Extraordinary Resolutions 1. Substitution of the Memorandum and Articles of Association of the Company in connection with its proposed conversion into a UCITS Scheme. It is resolved that the Memorandum and Articles of the Company be deleted and substituted in their entirety with the new Memorandum and Articles of the Company. 2. Alignment of voting rights of Investor Shares It is resolved that, subject to approval by the relevant classes of shareholders affected, that Article 24.1 of the Articles of Association be deleted and substituted with the following new Article 24.1: 24.1 On a poll every Eligible Member who is present in person or by proxy shall be entitled to such number of votes as shall be produced by dividing the aggregate Net Asset Value of that Eligible Member s shareholding of Shares holding voting rights (expressed or converted into Euro and calculated as of the relevant record date) by one. For the purposes of this Article 24.1: (a) Fractional Shares shall not have any voting rights, (b) fractions shall be ignored, and (c) Founder Shares shall, solely for the purposes of this Article, be deemed to entitle the holder to one (1) vote per Founder Share held. By order of the Board Ms Nadine Magro For and on behalf of Valletta Fund Services Limited Company Secretary 27 January 2017

5 Notice to Shareholders of APS Income Fund only 5 Notice to holders of Investor Shares in the APS Income Fund (the Fund ), a sub-fund of APS Funds SICAV plc (the Company ) is hereby being given of an Extraordinary Class Meeting of the Fund to be held on 22 February 2017 at 5.30pm at Chameleon Suite, Corinthia Palace Hotel & Spa, De Paule Avenue, San Anton, Attard BZN9020, Malta for the purpose of considering the following Agenda: AGENDA Extraordinary Resolutions 3. Alignment of voting rights of Investor Shares It is resolved that, subject to approval by the relevant classes of shareholders affected, that Article 24.1 of the Articles of Association be deleted and substituted with the following new Article 24.1: 24.1 On a poll every Eligible Member who is present in person or by proxy shall be entitled to such number of votes as shall be produced by dividing the aggregate Net Asset Value of that Eligible Member s shareholding of Shares holding voting rights (expressed or converted into Euro and calculated as of the relevant record date) by one. For the purposes of this Article 24.1: (a) Fractional Shares shall not have any voting rights, (b) fractions shall be ignored, and (c) Founder Shares shall, solely for the purposes of this Article, be deemed to entitle the holder to one (1) vote per Founder Share held. By order of the Board Ms Nadine Magro For and on behalf of Valletta Fund Services Limited Company Secretary 27 January 2017

6 6 Notice to Shareholders of APS Regular Income Ethical Fund only Notice to holders of Investor Shares in the APS Regular Income Ethical Fund (the Fund ), a sub-fund of APS Funds SICAV plc (the Company ) is hereby being given of an Extraordinary Class Meeting of the Fund to be held on 22 February 2017 at 5.30pm at Chameleon Suite, Corinthia Palace Hotel & Spa, De Paule Avenue, San Anton, Attard BZN9020, Malta for the purpose of considering the following Agenda: AGENDA Extraordinary Resolutions 4. Alignment of voting rights of Investor Shares It is resolved that, subject to approval by the relevant classes of shareholders affected, that Article 24.1 of the Articles of Association be deleted and substituted with the following new Article 24.1: 24.1 On a poll every Eligible Member who is present in person or by proxy shall be entitled to such number of votes as shall be produced by dividing the aggregate Net Asset Value of that Eligible Member s shareholding of Shares holding voting rights (expressed or converted into Euro and calculated as of the relevant record date) by one. For the purposes of this Article 24.1: (a) Fractional Shares shall not have any voting rights, (b) fractions shall be ignored, and (c) Founder Shares shall, solely for the purposes of this Article, be deemed to entitle the holder to one (1) vote per Founder Share held. By order of the Board Ms Nadine Magro For and on behalf of Valletta Fund Services Limited Company Secretary 27 January 2017

7 Timeline of Important Dates 7 1. Mailing of the notices and circular to shareholders 6 February Enquires about this document up to 22 February Deadline of Proxy votes up to 5:30 pm of 20 February EGM Registration from 4:30 pm till 5:30 pm of 22 February EGM 5:30 pm 22 February 2017 Enquiries If you have any questions in relation to the subject matter of this booklet, please contact your accountant, lawyer or other professional advisor. We draw your attention to the EGM dedicated website, where relevant documents are downloadable. If you have questions, or would like to request a hard copy of these documents please call the Customer Support Centre at APS Bank Ltd on or investments@apsbank.com.mt or visit at any branch of APS Bank Ltd. Shareholders may view the draft agreements with service providers at the Head Office of APS Bank Ltd, Swatar Birkirkara. Requests for appointments to view these agreements can be made on telephone number

8 8 Chairman s Letter On 4 January 2017, we communicated the recommendation of your Board of Directors, to convert the investment company to UCITS. This development will allow your company to expand further. Moreover, this transformation will usher in additional safeguards for the benefit of shareholders. The extraordinary general meeting of shareholders, held on 25 January, adopted the three ordinary resolutions that were presented for its consideration. In brief, your Board was authorised to seek final regulatory approval from the MFSA to convert the Scheme to UCITS, and to conclude a new investment management and a new custody agreement that respect the UCITS regime. The text of the approved resolutions appears in the Appendix to this letter. During the extraordinary general meeting and class meetings, we explained that the thresholds for the adoption of two other extraordinary resolutions are more stringent. On 25 January, these resolutions were adopted by more than 75% in nominal value of the shares represented and entitled to vote at the general meeting and at the class meetings to which they were presented, but they did not achieve an approval of at least 51% in nominal value of all the shares entitled to vote at the meeting 1. In full compliance with the safeguards incorporated in the Memorandum and Articles of Association, your Board decided to convene a second extraordinary general meeting and class meetings within 30 days, when the two extraordinary resolutions will be presented again for further consideration. These meetings will be held on Wednesday 22 February. Then a majority of 75% of votes represented at the meeting/s and entitled to vote is required to approve an extraordinary resolution; however, if more than half in nominal value of all the shares having the right to vote at a meeting is represented at that meeting, a simple majority in nominal value of shares so represented shall suffice to approve an extraordinary resolution. The text of the extraordinary resolutions appears in the accompanying notices to shareholders. In brief, the first resolution envisages that the Memorandum and Articles of Association of the fund company will be substituted altogether, to comply with the UCITS regime. The second resolution seeks to align voting rights in relation to ordinary resolutions to a shareholder s proportionate financial interest in the company. A full explanation of the rationale for the two resolutions was circulated as Notes accompanying my previous letter dated 4 January The text of that booklet is downloadable from Printed copies may be collected from branches of APS Bank or by calling on Your board considers that it is in the best interest of the company and its shareholders for the company to adopt these changes, and we recommend that you support these amendments: (a) by attending in person the extraordinary general meeting and class meetings on Wednesday 22 February 2017, starting at 5.30 pm (details appear in the notices to shareholders), or (b) if you are unable to attend the meetings, by appointing the Chairman of the meeting, or any other person designated by you, as your proxy, on the enclosed form 2. In line with the philosophy of your company and in the interest of transparency, individual investors are advised that if the conversion to UCITS is adopted but this is not acceptable to them, they are entitled to lodge redemptions. The sub-funds of APS Funds SICAV plc do not charge any redemption fees. We encourage you to consult your professional advisor or financial intermediary, or to call at the branches of APS Bank Ltd, if you require further information, or if you wish to discuss the contents of this letter and the accompanying documents. Yours sincerely, Mario Felice Chairman 1. The Schedule to this letter incorporates details of the outcome of polls held during the extraordinary general meeting and class meetings held on 25 January The proxy form should (a) reach the offices of the Company Secretary, Valletta Fund Services Ltd, TG Complex, Suite 2, Level 3, Triq il-birrerija, L-Imrieħel, Birkirkara BKR 3000, Malta, or (b) be delivered at any branch or office of APS Bank Ltd, by not later than Monday 20 February 2017 at 5:30 p.m.

9 Appendix 9 The Board of Directors of APS Funds SICAV p.l.c. (the Company ) reports the results of the Extraordinary General Meeting and Class Meetings of the APS Income Fund and the APS Regular Income Ethical Fund (the sub-funds ) held on 25 January Extraordinary General Meeting The Quorum for the Extraordinary General Meeting was met through the number of proxies received and the shareholders present. Ordinary Resolutions These resolutions required a majority in favour, of shares held by shareholders present or represented at the meeting. Ordinary Resolutions Proposed Votes Votes Results For Against (simple majority required) 1. Conversion of the Company from a Retail Non-UCITS Scheme 10,313,002 41,288 Resolution into a Retail UCITS Scheme. adopted It is resolved that the Company (and each of its Sub-Funds) do such things as are required in order to be authorised by the Malta Financial Services Authority as a UCITS Scheme and that the Board of Directors be authorised to establish suitable timeframes within which to implement this resolution. 2. Change of Investment Manager from APS Bank Ltd to Reaps Asset 10,312,031 42,259 Resolution Management Ltd and entry into a new Investment Management adopted Agreement with the new Investment Manager in connection with the company s proposed conversion into a UCITS scheme. It is resolved that the Company shall appoint Reaps Asset Management Ltd, a subsidiary of APS Bank Ltd, authorised as a UCITS management company, as its Investment Manager in place and stead of APS Bank Ltd and that the Company enter Into a new Investment Management Agreement with Reaps Asset Management Ltd. 3. Amendment and Restatement of the Custody Agreement between 10,313,002 41,288 Resolution the Company and Bank of Valletta p.l.c. in connection with the adopted Company s proposed conversion into a UCITS scheme. It is resolved that the Depositary Agreement between the Company and its custodian, Bank of Valletta p.l.c. be amended and restated to include among other things matters relating to the Company s conversion into a UCITS Scheme. Extraordinary Resolutions These resolutions required a cumulative majority in favour of (a) at least 75% nominal value of shares held by shareholders present or represented at the meeting; and (b) at least 51% of nominal value of all issued shares. Extraordinary Resolution Proposed Votes Votes Results For Against 4. Substitution of the Memorandum & Articles of Association 44,500, ,020 Resolution of the Company in connection with its proposed conversion obtained a into a UCITS scheme. majority of 99.61% of It is resolved that the Memorandum and Articles of the Company be value of shares deleted and substituted in their entirety with the new Memorandum represented/ and Articles of the Company. present at the meeting, but it was not adopted, since 51% in value of all issued shares was not achieved

10 10 5. Alignment of voting rights of Investor Shares. 44,617,144 47,304 Resolution obtained a It is resolved that, subject to approval by the relevant classes of majority of shareholders affected, that Article 24.1 of the Articles of Association 99.87% of value be deleted and substituted with the following new Article 24.1: of shares represented/ 24.1 On a poll every Eligible Member who is present in person present at the or by proxy shall be entitled to such number of votes as shall be meeting, but it produced by dividing the aggregate Net Asset Value of that was not adopted, Eligible Member s shareholding of Shares holding voting rights since 51% in (expressed or converted into Euro and calculated as of the relevant value of all record date) by one. For the purposes of this Article 24.1: issued shares (a) Fractional Shares shall not have any voting rights, was not achieved (b) fractions shall be ignored, and (c) Founder Shares shall, solely for the purposes of this Article, be deemed to entitle the holder to one (1) vote per Founder Share held. Class Meeting - APS Income Fund The Quorum for the APS Income Fund Class Meeting was met % of all APS Income Fund Shareholders were present either in person or by proxy. Extraordinary Resolution This resolution required a cumulative majority in favour of (a) at least 75% nominal value of shares held by shareholders present or represented at the meeting; and (b) at least 51% of nominal value of all issued shares. Extraordinary Resolution Proposed Votes Votes Results For Against 6. Alignment of voting rights of Investor Shares. 32,806,891 None Resolution obtained It is resolved that, subject to approval by the relevant classes a majority of of shareholders affected, that Article 24.1 of the Articles of 99.92% of value Association be deleted and substituted with the following of shares new Article 24.1: represented/ present at the 24.1 On a poll every Eligible Member who is present in person meeting, but it or by proxy shall be entitled to such number of votes as shall be was not adopted, produced by dividing the aggregate Net Asset Value of that since 51% in Eligible Member s shareholding of Shares holding voting rights value of all (expressed or converted into Euro and calculated as of the relevant issued shares record date) by one. For the purposes of this Article 24.1: was not achieved (a) Fractional Shares shall not have any voting rights, (b) fractions shall be ignored, and (c) Founder Shares shall, solely for the purposes of this Article, be deemed to entitle the holder to one (1) vote per Founder Share held.

11 Class Meeting - APS Regular Income Ethical Fund 11 The Quorum for the APS Regular Income Ethical Fund Class Meeting was met. 46.3% of all APS Regular Income Ethical Fund Shareholders were present either in person or by proxy. Extraordinary Resolution This resolution required a cumulative majority in favour of (a) at least 75% nominal value of shares held by shareholders present or represented at the meeting; and (b) at least 51% of nominal value of all issued shares. Extraordinary Resolution Proposed Votes Votes Results For Against 7. Alignment of voting rights of Investor Shares. 11,782,752 47,304 Resolution obtained a It is resolved that, subject to approval by the relevant classes majority of of shareholders affected, that Article 24.1 of the Articles of 99.50% of value Association be deleted and substituted with the following of shares new Article 24.1: represented/ present at the 24.1 On a poll every Eligible Member who is present in person meeting, but it or by proxy shall be entitled to such number of votes as shall be was not adopted, produced by dividing the aggregate Net Asset Value of that since 51% in Eligible Member s shareholding of Shares holding voting rights value of all issued (expressed or converted into Euro and calculated as of the shares was not relevant record date) by one. For the purposes of this Article 24.1: achieved (a) Fractional Shares shall not have any voting rights, (b) fractions shall be ignored, and (c) Founder Shares shall, solely for the purposes of this Article, be deemed to entitle t he holder to one (1) vote per Founder Share held. By order of the Board Ms Nadine Magro For and on behalf of Valletta Fund Services Limited Company Secretary 27 January 2017

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