Market Snapshot
  • U.S.
  • Europe
  • Asia
Ticker Volume Price Price Delta
DJIA 16,501.65 -12.72 -0.08%
S&P 500 1,875.39 -4.16 -0.22%
NASDAQ 4,126.97 -34.49 -0.83%
Ticker Volume Price Price Delta
STOXX 50 3,195.30 19.33 0.61%
FTSE 100 6,722.57 47.83 0.72%
DAX 9,576.82 32.63 0.34%
Ticker Volume Price Price Delta
NIKKEI 14,404.99 -141.28 -0.97%
TOPIX 1,164.90 -8.91 -0.76%
HANG SENG 22,562.80 53.16 0.24%

CS ETF (IE) plc: EGM Statement


Announcement


                         CS ETF (IE) plc (the Company)                         
      2nd Floor, Block E, Iveagh Court, Harcourt Road, Dublin 2, Irlanda       
                               Date 22 May 2013                                

Re/ Convening of Extraordinary General Meeting of the Company: relevant changes
                             to M&A and Prospectus                             
                  Also made pursuant to art. 114, par. 1, tuf                  

Further to the publication released on 10 January 2013 wherein it was announced
that Credit Suisse had signed an agreement on 10 January 2013 to sell its
Exchange Traded Funds (ETF) business to BlackRock Inc., including the Credit
Suisse Fund Management Company (Ireland) Limited, the manager appointed to the
Company and each of its Funds (listed below) which are currently listed on the
ETF segments of the SIX, Xetra, Euronext Paris, Borsa Italiana and London Stock
Exchanges (the "Transaction"). The BlackRock ETF Business is branded "iShares".

Completion of the Transaction ("Completion") is anticipated to take place on or
about 30 June 2013 ("Date of Completion") and is strictly subject to certain
conditions precedent being satisfied.

As part of the Transaction, effective at Completion, the ownership of Credit
Suisse Fund Management Company (Ireland) Limited (the "Manager), will be
transferred to BlackRock Investment Management Ireland Holdings Limited.

Furthermore, effective at Completion, the investment manager function of Credit
Suisse AG with regard to the Company will be transferred to BlackRock Advisors
(UK) Limited, subject to regulatory approvals and consents. For a transitional
period post Completion, Credit Suisse AG will continue to provide portfolio
management services pursuant to a sub-investment management agreement with
BlackRock Advisors (UK) Limited.

As a result of the foregoing, the directors of the Company (the "Directors")
wish to inform you that Extraordinary General Meetings of the Company will be
held at the offices of the Company Secretary, 2nd Floor, Block E, Iveagh Court,
Harcourt Road, Dublin 2, Ireland on 13 June 2013 at10.00 am. (GMT) for
submission of the following proposals as further described in the Circular to
the Shareholders dated 22 May 2013 (the "Circular"):

 1. Changes to the Memorandum and Articles of Association which require
    shareholder approval, as follows:
     2.
     I. As a result of and strictly subject to Completion, to approve the
        change of name of the Company to "iShares VII public limited company"
        with effect from Completion. Furthermore as a result of this change,
        the names of each of the Funds of the Company will also change as
        further detailed in the Circular;
       
    II. Update to the Memorandum and Articles of Association to reflect certain
        proposed changes required as a result of recent legislative and/or
        regulatory changes as further detailed in the Circular, which shall be
        conditional upon and will only take effect from Completion.

2. Notification of changes to the Prospectus

In addition to the proposed changes to the Memorandum and Articles of Association, it is also proposed to amend the Prospectus of the Company to reflect certain points which are directly related to the Transaction or are required for regulatory reasons. Any such changes will be conditional upon Completion.

The proposed Transaction will not affect the Funds' investment objectives, investment policies and investment restrictions or result in any change to the swap counterparty as set out in the Prospectus, nor will there be any change to the fees set out in the Prospectus that are payable relating to your investment in the Funds. Furthermore, the custodian and administrator of the Company will remain unchanged at Completion.

An overview of the changes which will however occur subject to and upon Completion is set out below.

I. Credit Suisse AG will resign as promoter of the Company and will be


    replaced by BlackRock Advisors (UK) Limited;
    II. Credit Suisse AG as current investment manager of the Company will resign
    and be replaced by BlackRock Advisors (UK) Limited as new investment
    manager of the Company, which will, in turn, appoint Credit Suisse AG as
    sub-investment manager of the Funds for a transitional period;
    III. The name of the Company will change to iShares VII public limited company
    and the name of each of the Funds will change accordingly;
    IV. The registered office of the Company will change to JP Morgan House,
    International Financial Services Centre, Dublin1, Ireland;
     V. The company secretary will change to Chartered Corporate Services Limited;
    VI. The legal advisers will resign;
    VII. The Directors of the Company and the Manager will resign and new directors
    will be appointed;
    VIII. The name of the Manager will change from Credit Suisse Fund Management
    Company (Ireland) Limited to BlackRock Fund Management Company (Ireland)
    Limited;
    IX. Credit Suisse Funds AG as current Swiss Representative of the Company will
    resign and be replaced by BlackRock Asset Management Schweiz AG;
     X. Credit Suisse AG as current Swiss Paying Agent of the Company will resign
    and be replaced by JP Morgan Chase Bank, National Association Columbus,
    Zurich Branch;
    XI. Credit Suisse (Deutschland) AG as current German Distributor of the Company
    will resign;
    XII. Societe Generale as current French Centralising and Correspondent Bank
    will resign and be replaced by BNP Paribas Securities Services SA;
    XIII. Credit Suisse AG as current Spanish Distributor and Representative will
    resign and be replaced by Barclays Bank, S.A., Sucursal en España as
    Spanish Distributor only;
    XIV. Credit Suisse Asset Management Limited as current UK Facilities Agent will
    resign and be replaced by BlackRock Advisors (UK) Limited;
    XV. Skandinaviska Enskilda Banken AB (publ) as current Swedish Representative
    will resign and be replaced by BlackRock Investment Management (UK)
    Limited, Stockholm Filal; and
    XVI. the Prospectus will be amended to comply with ESMA's Guidelines on ETFs
    and other UCITS issues.

The proposals outlined at 1 above will require the approval of a special resolution of the Shareholders of the Company. Those proposals outlined at 2 above do not require the approval of the Shareholders and the Circular is notification to each Shareholder of the impending changes.

The proposed changes described in the Circular are subject to the prior approval of the Central Bank and/or the subsequent notification to the relevant regulatory authorities in those jurisdictions where the Company is registered for sale and ultimately will be strictly subject to the satisfaction of all conditions precedent relating to the Transaction. The changes will be subject to occurrence of, and effective upon, Completion (the "Effective Date"). Subject to satisfaction of all conditions precedent relating to the Transaction, including all regulatory approvals, it is expected that the Effective Date will be on or about 30 June 2013.

The costs for the introduction of the changes described herein will not be borne by the Company.

A further announcement will be released following the Date of Completion to confirm whether the proposals outlined at 1 have been approved and the changes outlined at 2 are effective together with confirmation of the Effective Date.

The changes will be reflected in a consolidated and updated Prospectus which is being prepared for the Company and which will be available free of charge to Shareholders following approval of the Prospectus by the relevant regulatory authorities and on iShares website www.ishares.com.

The Circular to the Shareholders is sent to registered shareholders and published in full on the website www.csetf.com.

In addition and up to the Effective Date, Shareholders may obtain the Prospectus, copies of each of the Supplements, the key investor information documents, the latest annual and semi-annual reports and copies of the Memorandum and Articles of Association free of charge from the registered office of the Manager at Block E, Iveagh Court, Harcourt Road, Dublin 2, Ireland or the local representatives in the countries where the Company is registered and in Switzerland at Credit Suisse Funds AG, Sihlcity - Kalandergasse 4, CH-8045, Zürich as well as from the German information agent Deutsche Bank AG, Taunusanlage 12, D-60325 Frankfurt am Main and on the website www.csetf.com.

From the Effective Date, the Prospectus, the key investor information documents; the latest annual and

semi-annual accounts and copies of the Memorandum and Articles of Association will be available on the

iShares website www.ishares.com.

By Order of the Board of Directors

Dublin, 22 May 2013

www.csetf.com

Enquiries:

Credit Suisse Funds AG Pascal Tanner +41 (44) 334 52 71

Administrator: BNYM Maureen McGee 2nd Floor Guild House Transfer Agency (ETF Guild Street, IFSC, Dublin Dealing Team) 1, Ireland

Maples and Calder Laurence Morrissey +353-1-619-2057


    Current name of Fund         Proposed name of Fund             ISIN        
                                                                               
    CS ETF (IE) on MSCI UK Large iShares MSCI UK Large Cap UCITS   IE00B3VWKZ07
    Cap                          ETF                                           
                                                                               
    CS ETF (IE) on MSCI UK Small iShares MSCI UK Small Cap UCITS   IE00B3VWLG82
    Cap                          ETF                                           
                                                                               
    CS ETF (IE) on MSCI USA      iShares MSCI USA Large Cap UCITS  IE00B3VWLJ14
    Large Cap                    ETF                                           
                                                                               
    CS ETF (IE) on MSCI USA      iShares MSCI USA Small Cap UCITS  IE00B3VWM098
    Small Cap                    ETF                                           
                                                                               
    CS ETF (IE) on MSCI Japan    iShares MSCI Japan Large Cap      IE00B3VWM213
    Large Cap                    UCITS ETF                                     
                                                                               
    CS ETF (IE) on MSCI Japan    iShares MSCI Japan Small Cap      IE00B3VWMK93
    Small Cap                    UCITS ETF (Acc)                               
                                                                               
    CS ETF (IE) on MSCI EMU      iShares MSCI EMU Small Cap UCITS  IE00B3VWMM18
    Small Cap                    ETF                                           
                                                                               
    CS ETF (IE) on iBoxx USD     iShares USD Government Bond 1-3   IE00B3VWN179
    Govt 1-3                     UCITS ETF (Acc)                               
                                                                               
    CS ETF (IE) on iBoxx USD     iShares USD Government Bond 3-7   IE00B3VWN393
    Govt 3-7                     UCITS ETF (Acc)                               
                                                                               
    CS ETF (IE) on iBoxx USD     iShares USD Government Bond 7-10  IE00B3VWN518
    Govt 7-10                    UCITS ETF (Acc)                               
                                                                               
    CS ETF (IE) on iBoxx EUR     iShares Euro Government Bond 1-3  IE00B3VTMJ91
    Govt 1-3                     UCITS ETF (Acc)                               
                                                                               
    CS ETF (IE) on iBoxx EUR     iShares Euro Government Bond 3-7  IE00B3VTML14
    Govt 3-7                     UCITS ETF (Acc)                               
                                                                               
    CS ETF (IE) on iBoxx EUR     iShares Euro Government Bond 7-10 IE00B3VTN290
    Govt 7-10                    UCITS ETF (Acc)                               
                                                                               
    CS ETF (IE) on iBoxx USD     iShares USD Inflation Linked Bond IE00B3VTPS97
    Inflation Linked             UCITS ETF                                     
                                                                               
    CS ETF (IE) on iBoxx EUR     iShares Euro Inflation Link Bond  IE00B3VTQ640
    Inflation Linked             UCITS ETF                                     
                                                                               
    CS ETF (IE) on EURO STOXX 50 iShares EURO STOXX 50 - B UCITS   IE00B53L3W79
    ®                            ETF (Acc)                                     
                                                                               
    CS ETF (IE) on Dow Jones     iShares Dow Jones Industrial      IE00B53L4350
    Industrial AverageSM         Average UCITS ETF                             
                                                                               
    CS ETF (IE) on Nasdaq 100    iShares NASDAQ 100 UCITS ETF      IB00B53SZB19
                                                                               
    CS ETF (IE) on FTSE 100      iShares FTSE 100 UCITS ETF (Acc)  IE00B53HP851
                                                                               
    CS ETF (IE) on S&P 500       iShares S&P 500 - B UCITS ETF     IE00B5BMR087
                                 (Acc)                                         
                                                                               
    CS ETF (IE) on FTSE MIB      iShares FTSE MIB UCITS ETF (Acc)  IE00B53L4X51
                                                                               
    CS ETF (IE) on Nikkei 225    iShares Nikkei 225 UCITS ETF      IE00B52MJD48
                                                                               
    CS ETF (IE) on MSCI Pacific  iShares MSCI Pacific ex Japan     IE00B52MJY50
    ex Japan                     UCITS ETF (Acc)                               
                                                                               
    CS ETF (IE) on MSCI Canada   iShares MSCI Canada - B UCITS ETF IE00B52SF786
                                                                               
    CS ETF (IE) on MSCI UK       iShares MSCI UK UCITS ETF         IE00B539F030
                                                                               
    CS ETF (IE) on MSCI USA      iShares MSCI USA - B UCITS ETF    IE00B52SFT06
                                                                               
    CS ETF (IE) on MSCI Japan    iShares MSCI Japan - B UCITS ETF  IE00B53QDK08
                                 (Acc)                                         
                                                                               
    CS ETF (IE) on MSCI Europe   iShares MSCI Europe - B UCITS ETF IE00B53QFR17
                                 (Acc)                                         
                                                                               
    CS ETF (IE) on MSCI EMU      iShares MSCI EMU UCITS ETF        IE00B53QG562
                                                                               
    CS ETF (IE) on CSI 300       iShares CSI 300 UCITS ETF (Swap)  IE00B5VG7J94
                                                                               
    CS ETF (IE) on MSCI South    iShares MSCI South Africa - B     IE00B4ZTP716
    Africa                       UCITS ETF                                     
                                                                               
    CS ETF (IE) on MSCI EM EMEA  iShares MSCI EM EMEA UCITS ETF    IE00B5W0VQ55
                                 (Swap)                                        
                                                                               
    CS ETF (IE) on MSCI Russia   iShares MSCI Russia ADR/GDR UCITS IE00B5V87390
    ADR/GDR                      ETF                                           
                                                                               
    CS ETF (IE) on MSCI EM Latin iShares MSCI EM Latin America     IE00B5KMFT47
    America                      UCITS ETF (Acc)                               
                                                                               
    CS ETF (IE) on MSCI Brazil   iShares MSCI Brazil UCITS ETF     IE00B59L7C92
                                 (Acc)                                         
                                                                               
    CS ETF (IE) on MSCI Chile    iShares MSCI Chile UCITS ETF      IE00B5NLL897
                                                                               
    CS ETF (IE) on MSCI Mexico   iShares MSCI Mexico Capped UCITS  IE00B5WHFQ43
    Capped                       ETF                                           
                                                                               
    CS ETF (IE) on MSCI India    iShares MSCI India UCITS ETF      IE00B564MX78
                                 (Swap)                                        
                                                                               
    CS ETF (IE) on MSCI Korea    iShares MSCI Korea UCITS ETF      IE00B5W4TY14
                                 (Acc)                                         
                                                                               
    CS ETF (IE) on MSCI Taiwan   iShares MSCI Taiwan UCITS ETF     IE00B5VL1928
                                 (Swap)                                        
                                                                               
    CS ETF (IE) on MSCI EM Asia  iShares MSCI EM Asia UCITS ETF    IE00B5L8K969
                                                                               
    CS ETF (IE) on MSCI          iShares MSCI Australia - B UCITS  IE00B5V70487
    Australia                    ETF                                           
                                                                               
    CS ETF (IE) on MSCI World    iShares MSCI World - B UCITS ETF  IE00B3NBFN86
                                 (Acc)                                         
                                                                               
    CS ETF (IE) on EONIA         iShares EONIA UCITS ETF (Swap)    IE00B42SXC22
                                                                               
    CS ETF (IE) on Credit Suisse iShares Global Alternative Energy IE00B3YKW880
    Global Alternative Energy    UCITS ETF                                     
                                                                               
    CS ETF (IE) on Fed Funds     iShares Fed Funds Effective Rate  IE00B3XDJG53
    Effective Rate               UCITS ETF (Swap)                              
                                                                  (the "Funds")

ELC/649956-000015/12677909v7

ELC/649956-000015/12677909v7 4



END

-0- May/22/2013 06:00 GMT

Sponsored Links
Advertisement
Advertisements
Sponsored Links
Advertisement