CS ETF (IE) plc: EGM Statement
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
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