WisdomTree Multi Asset Issuer PLC Proposals For The Change Of Index Of The Affected Securities With A Connected Reduction In ...
March 08 2021 - 4:15AM
UK Regulatory
TIDM3LOI
8 March 2021
LSE Code: VIXL
WISDOMTREE MULTI ASSET ISSUER PUBLIC LIMITED COMPANY
(a public company incorporated with limited liability in Ireland)
WISDOMTREE S&P 500 VIX SHORT-TERM FUTURES 2.25X DAILY LEVERAGED
SECURITIES
(ISIN: IE00BLRPRH06)
PROPOSALS FOR THE CHANGE OF INDEX OF THE AFFECTED SECURITIES WITH A
CONNECTED REDUCTION IN DAILY SWAP RATE
NOTICE OF CORRECTION AND CHANGE OF DATE IN RESPECT OF THE MEETING OF THE
ETP SECURITYHOLDERS CONVENED BY THE CIRCULAR DATED 12 FEBRUARY 2021
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt about what action you should take, you are recommended
to consult your independent financial adviser.
If you have sold or transferred all of your WisdomTree S&P 500 VIX
Short-Term Futures 2.25x Daily Leveraged Securities (the "Affected
Securities") of Wisdomtree Multi Asset Issuer Public Limited Company
(the "Issuer"), please send this document, together with the
accompanying form of proxy, at once to the purchaser or transferee or
stockbroker, banker or other agent through whom the sale or transfer was
made, for onward transmission to the purchaser or transferee.
The Issuer refers to a circular dated 12 February 2021 (the "Original
Circular"). The Original Circular purported to convene a meeting of the
holders of the Affected Securities at 11 a.m. on Wednesday, 10 March
2021 (the "Original Meeting").
The Issuer has been made aware that due to technical and operational
reasons the Original Circular was not fully and properly notified to ETP
Securityholders in accordance with the conditions of the Affected
Securities. As such the Original Meeting was not validly convened and
will not be held. The Issuer hereby announces a correction to the
Original Circular.
A corrected notice of meeting along with an updated form of proxy is
enclosed to this Notice of Correction. The meeting of the Affected
Securities will now be convened at 11.00 a.m. on 7 April 2021 in the
same manner and place as set out in the Original Circular (the
"Meeting"). ETP Securityholders are encouraged to ignore the details of
the Original Meeting. ETP Securityholders should make arrangements to
vote at the Meeting as detailed herein.
For proxies to be accepted, the Issuer must receive the relevant proxies
by not later than 11.00 a.m. on 5 April 2021 (or, in the event that the
Meeting is adjourned, not later than 11.00 a.m. on the day that falls
two days before the time of Adjourned Meeting). As the Affected
Securities of the Issuer use the International Central Securities
Depositary (ICSD) model of settlement and Citivic Nominees Limited is
the sole registered Holder of Affected Securities under the ICSD
settlement model, Holders of the Affected Securities should submit their
voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities depositary,
broker or nominee).
Holders of Affected Securities should also note that the deadlines set
by any intermediary or by Euroclear or Clearstream, Luxembourg (together
the "ICSDs") will be earlier than the deadlines set out in this notice
of correction.
Holders of the Affected Securities are advised to check with any bank,
securities broker or other intermediary through which they hold their
Affected Securities when such intermediary would need to receive
instructions from a holder of the Affected Securities in order for such
holder of the Affected Securities to participate in the Meeting by the
deadlines specified in this circular. The deadlines set by any such
intermediary and each ICSD for the submission instructions will be
earlier than the relevant deadlines specified in this circular.
Holders of the Affected Securities are responsible for complying with
all of the procedures for participating in the Meeting. None of the
Issuer, the Manager or the Trustee, or any of their respective directors,
officers, employees, agents, representatives or affiliates, assumes any
responsibility for informing holders of the Affected Securities of
irregularities with respect to compliance with such procedures.
In relation to the delivery instructions or obtaining voting
certificates or otherwise making arrangements for the giving of voting
instructions, in each case through the ICSDs, holders of the Affected
Securities should note the particular practice and policy of the
relevant ICSDs, including any earlier deadlines set by such ICSD. This
may include the requirement to resubmit votes in relation to any
adjourned meeting.
The Meeting is being held to consider proposals for the change of Index
of the Affected Securities with a connected reduction in Daily Swap
Rate. Full details of the Proposal and Extraordinary Resolution are set
out in the Original Circular.
Holders of the Affected Securities are therefore directed to the
original notification made public on 12 February 2021, and also
available on the website of the Issuer, at
https://www.globenewswire.com/Tracker?data=IU6VTw-CyOtN6zn8daY40OIvDbuhmcgagiP7lbFpaqWen89NKS_dihzRp8DgujPSA7hJlJCzfDKzWYh1nnu36nSFoQk_731PqjfuT8Wf07vIyz-35d59JOTZfZJi2lLmCZNLsALs5jVZ-r0af2AGG8gEG7UK2JBlOtcE_SqqtRWEEZYaiegOiPMh3f2j0BbApiMppiI0fG_F9nOSNKR11EzBXMjkAS30z13Im8gllvkhWe4IBmjQjWg5YL4rhlDOxP6p_Ox6O8t2XW7P3Q7zdML5VPMulifKzYiCZMnESGcgRtznQitg_MJ2ujs8LogoVrqIgGDsBJK9aBCWaUR4YGxajamUr28Po28tG656G3UucOKUZ9IV7Eh8UT52NMHbW_eHyBnmzaoLakKYqXM8UjJZHU169YhYrBdth9D8BETGXcIj1uEQhV_YA_omBZpovtUEIeqs1-2qSwy9vAh_sA==
https://www.wisdomtree.eu/en-gb/-/media/eu-media-files/other-documents/operational/corp-action/boost/rns-corporate-actions/vixl-index-switch-circular_2021.pdf.
Holders of the Affected Securities have received a form of proxy by post
in respect of the Original Meeting (the "Original Proxy"). Holders of
the Affected Securities should note that a duly completed Original Proxy
deposited in respect of the Original Meeting will continue to be valid
for the Meeting unless previously revoked or suspended by a further form
of proxy prior to the Meeting.
In accordance with normal practice, The Law Debenture Trust Corporation
p.l.c., as trustee, expresses no opinion as to the merits of the
proposals, the terms of which were not negotiated by it. It has however
authorised it to be stated that, on the basis of the information
contained in the Original Circular and in this document (which it
advises holders of Affected Securities to read carefully) it has no
objection to the form in which the proposals and Notice of Meeting are
presented to holders of Affected Securities for their consideration.
Holders of the Affected Securities will be notified of the outcome of
the Meeting shortly thereafter.
NOTICE OF MEETING
WISDOMTREE MULTI ASSET PUBLIC LIMITED COMPANY
Notice of a meeting of the holders (the "Affected Securities Holders")
of the WisdomTree S&P 500 VIX Short-Term Futures 2.25x Daily Leveraged
Securities
(the "Affected Securities") of the Issuer
NOTICE is hereby given that, pursuant to the provisions of the Trust
Deed dated 30 November 2012, as supplemented and amended constituting
(inter alia) the Affected Securities and made between (1) WisdomTree
Multi Asset Issuer Public Limited Company (the "Issuer"), (2) The Law
Debenture Trust Corporation p.l.c. (the "Trustee") and (3) WisdomTree
Multi Asset Management Limited (the "Manager"), as amended, a meeting of
the Affected Security Holders convened by the Issuer will be held by way
of virtual meeting (due to ongoing social distancing measures in
relation to the COVID-19 pandemic it is impractical and inadvisable to
hold a physical meeting) on Wednesday, 7 April 2021 at 11.00am local
time for the purpose of considering and, if thought fit, passing the
following resolution which will be proposed as an Extraordinary
Resolution of the Affected Securities Holders pursuant to the terms of
the Trust Deed.
EXTRAORDINARY RESOLUTION
"THAT this meeting of the holders (the "Affected Securities Holders") of
the WisdomTree S&P 500 VIX Short-Term Futures 2.25x Daily Leveraged
Securities of WisdomTree Multi Asset Issuer Public Limited Company (the
"Issuer") constituted by the Master Trust Deed dated 30 November 2012
(as subsequently amended) and as supplemented by a Supplemental Trust
Deed dated 16 March 2016 (as amended) (the "Trust Deed") and made
between the Issuer, WisdomTree Multi Asset Management Limited (the
"Manager") and The Law Debenture Trust Corporation p.l.c. as Trustee
(the "Trustee") for (inter alios) the Affected Securities Holders,
hereby:
1. pursuant to Paragraph 2, Schedule 7 of the Master Trust Deed, sanctions
and consents to the following amendments:
1. change of the Index of the Affected Securities from "S&P 500 VIX
Short-term Futures Index ER" to "S&P 500 VIX Short-term Futures
Index (0930-1600 ET) (USD) ER";
2. Decrease the Daily Swap Rate from "0.01181 per cent. per day" to
0.00966 per cent. per day;
together, the "Proposals";
1. assents to the modification of the Trust Deed on the terms set out in the
draft of a deed of amendment (substantially in the form of the draft
produced to the meeting and signed for the purposes of identification by
the Chairman) (the "Deed of Amendment") in order to give effect to and to
implement the Proposals and this Extraordinary Resolution at any time
after the passing of this Extraordinary Resolution, together with any
minor consequential modifications (if any) thereto agreed between the
parties;
2. consents to, sanctions, requests, empowers, ratifies, approves,
authorises, directs and instructs the Trustee to concur in and execute
the Deed of Amendment with the Issuer embodying the Proposals referred to
in paragraph (1) of this Extraordinary Resolution in substantially the
form of the draft produced to the meeting and signed for the purposes of
identification by the Chairman (with such additions or modifications, if
any, as shall be agreed between the Issuer, the Manager and the Trustee);
3. generally sanctions, authorises, directs, instructs and empowers the
Trustee, the Manager and the Issuer to concur in and execute and do, all
such other deeds, instruments, acts and things as may be necessary or
desirable to carry out and give effect to this Extraordinary Resolution
and the implementation of the Proposals;
4. holds harmless, discharges and exonerates the Trustee from and against
any and all liability which it has or may have become responsible for
under the Trust Deed, the Affected Securities or any other transaction
documents or otherwise in respect of any act or omission, including,
without limitation, in connection with this Extraordinary Resolution or
its implementation, such modifications or the implementation of those
modifications (including, for the avoidance of doubt, the directions
and/or information contained herein) and irrevocably waives any claims
against the Trustee for complying with the directions given in paragraphs
(3) and (4) of this Extraordinary Resolution even though it may
subsequently be found that there is a defect in the passing of this
Extraordinary Resolution or that for any reason this Extraordinary
Resolution is not valid or binding on the Affected Securities Holders;
5. authorises, approves, acknowledges and instructs the Trustee not to
obtain any legal opinions in relation to, or to make any investigation or
enquiry into, the power and capacity of any person to enter into the Deed
of Amendment, or the validity or enforceability thereof and confirms that
the Trustee shall not be liable to the Affected Securities Holders for
the failure to do so or for any consequences resulting from following the
directions given by the Affected Securities Holders in this
Extraordinary Resolution;
6. assents to, approves and sanctions every abrogation, modification, waiver,
compromise or arrangement in respect of the rights of the Affected
Securities Holders against the Issuer (whether or not such rights arise
under the Trust Deed, the Affected Securities or otherwise) if, and to
the extent, that they result from the modifications and amendments
referred to in paragraphs (1) and (2) above;
7. irrevocably waives any claim that Affected Securities Holders may have
against the Trustee arising as a result of any loss or damage which
Affected Securities Holders may suffer or incur as a result of the
Trustee acting on this Extraordinary Resolution and/or entry into and
effectiveness of the Deed of Amendment and performance under the Trust
Deed (including but not limited to circumstances where it is subsequently
found that this resolution is not valid or binding on the ETP
Securityholders) and further confirms that Affected Securities Holders
will not seek to hold the Trustee liable for such loss or damage;
8. agrees that this Extraordinary Resolution shall take effect as an
extraordinary resolution pursuant to paragraph 2 (Powers of a Meeting) of
Schedule 7 (Provisions for Meetings of ETP Securityholders) of the Trust
Deed;
9. acknowledges that the Proposals contemplated by this Extraordinary
Resolution will not become effective until the Deed of Amendment is
executed by all the parties thereto; and
10. confirms that terms used in this Extraordinary Resolution and not
otherwise defined bear the same meanings as in the Trust Deed."
WisdomTree Multi Asset Issuer By Order of the Board
Public Limited Company
Apex IFS Limited
2nd Floor. Block 5 Secretary
Irish Life Centre, Abbey Street
Lower Dublin 1, D01P767
Ireland
Monday, 8 March 2021
NOTES
1. As the Affected Securities of the Issuer use the International
Central Securities Depositary (ICSD) model of settlement and Citivic
Nominees Limited is the sole registered Holder of Affected Securities
under the ICSD settlement model, Holders of the Affected Securities
should submit their voting instructions through the relevant ICSD or the
relevant participant in an ICSD (such as a local central securities
depositary, broker or nominee).
2. The quorum for passing an Extraordinary Resolution shall be two
or more persons being Affected Securities Holders present in person or
by proxy or (in the case of an Affected Securities Holder which is a
corporation) by its duly authorised representative and holding or
representing in the aggregate in the aggregate more than 50 per cent. of
the number of Affected Securities for the time being outstanding.
3. On a show of hands every Affected Securities Holder who is
present in person or by proxy or (in the case of an Affected Securities
Holder which is a corporation) by its duly authorised representative
shall have one vote. On a poll every Affected Securities Holder who is
so present shall have one vote in respect of each Affected Securities of
which it is the holder or in respect of which it is the proxy or duly
authorised representative. Extraordinary Resolutions are passed by a
majority of at least 75 per cent of the votes cast at a duly convened
meeting.
4. If within 15 minutes (or such longer period not exceeding 30
minutes as the Chairman may decide) from the time appointed for holding
the Meeting a quorum is not present, the Meeting will stand adjourned to
such day and time being not less than 14 nor more than 42 calendar days
later and to such place as may be appointed by the Chairman and at such
adjourned meeting the quorum will be two or more persons being Affected
Securities Holders present in person or by proxy or (in the case of an
Affected Securities Holder which is a corporation) by its duly
authorised representative whatever the aggregate face value of the
Affected Securities for the time being outstanding held or represented
by them.
5. Only those Affected Securities Holders registered in the register
of Affected Securities Holders as at 6.00 p.m. on 5 April 2021 (or, in
the event that the Meeting is adjourned, on the register of Affected
Securities Holders at 6.00 p.m. on the day that falls two days before
the time of any adjourned meeting) shall be entitled to attend or vote
at the Meeting in respect of the Affected Securities registered in their
name at that time. Changes to entries on the register of Affected
Securities Holders after 6.00 p.m. on 5 April 2021 shall be disregarded
in determining the rights of any person to attend or vote at the Meeting
(or adjourned meeting).
WisdomTree Multi Asset Issuer Public Limited Company
WisdomTree S&P 500 VIX Short-Term Futures 2.25x Daily Leveraged
Securities (the "Affected Securities")
Form of Proxy in respect of a meeting (the "Meeting") of holders of
Affected Securities (the "Affected Security Holders")
I/We ______________________________________________ being an Affected
Security Holder of the above named Affected Securities hereby appoint
the Chairman of the Meeting or (see note 1 below)
Name(s):
.....................................................................................................
Address:
......................................................................................................
to attend as my/our proxy and to vote for me/us and on my behalf all
Affected Securities (or such lesser number of Affected Securities as
I/we hereby indicate ________________) held by me/us at the meeting to
be held at 11.00 am (local time) on 7 April 2021 and at any adjournment
thereof (the "Adjourned Meeting").
Signature or common seal
Name
.....................................................................................................
Position
.................................................................................
(e.g. Authorised Signatory)
Dated .................................
Please indicate with an "X" in the space below how you wish your vote to
be cast (see note 6).
Extraordinary Resolution (see note 3) For Against
1. To approve the proposal as set out in the attached
Notice of Meeting (1) to (11) inclusive.
NOTES
1. An Affected Security Holder entitled to attend and vote at the Meeting is
also entitled to appoint one or more proxies to attend and vote instead
of him or her. The proxy need not be an Affected Security Holder. If more
than one proxy is appointed a separate form of proxy should be completed
for each person appointed and each form of proxy should show the number
of Securities to which it relates.
2. Unless you wish to authorise your proxy to act in respect of your full
voting entitlement (or if this proxy form has been issued in respect of a
designated account for an Affected Security Holder, the full voting
entitlement for that designated account), please specify the number of
Securities in relation to which they are authorised to act. In the
absence of any such specification, the proxy shall be authorised to act
in respect of the full voting entitlement.
3. The extraordinary resolution is set out in full in notice of meeting set
out at the end of the accompanying notice of correction dated 8 March
2021.
4. To be effective, the instrument appointing a proxy and the power of
attorney or other authority (if any) under which it is signed or a
certified copy of such power or authority must be deposited by the
registered holder at the office of Link Registrars Limited, PO Box 1110,
Maynooth, Co. Kildare, Ireland (if by post) or by Link Registrars Limited,
Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854 (if
delivered by hand) not later than 11.00 a.m. on 5 April 2021 (or, in
the event that the Meeting is adjourned, not later than 11.00 a.m. on the
day that falls two days before the time of Adjourned Meeting). Completion
and return of the form of proxy will not preclude an Affected Security
Holder from attending and voting in person at the Meeting. As the
Affected Securities of the Issuer use the International Central
Securities Depositary (ICSD) model of settlement and Citivic Nominees
Limited is the sole registered Holder of Affected Securities under the
ICSD settlement model, Holders of the Affected Securities should submit
their voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities depositary,
broker or nominee), instead of submitting this Form of Proxy to the Link
Registrars Limited.
5. The quorum for passing an Extraordinary Resolution shall be two or more
persons being Affected Security Holders present in person or by proxy or
(in the case of an Affected Security Holder which is a corporation) by
its duly authorised representative and holding or representing in the
aggregate not less than 50 per cent of the number of Affected Securities
for the time being outstanding. At an Adjourned Meeting the quorum for
passing an Extraordinary Resolution shall be two or more persons being
Affected Security Holders present in person or by proxy or (in the case
of an Affected Security Holder which is a corporation) by its duly
authorised representatives, whatever the aggregate face value of the
Affected Securities for the time being outstanding held or represented by
them.
6. If you sign and return this form without any indication as to how the
proxy is to vote, the Chairman will exercise their discretion both as to
how they vote on any resolution put to the Meeting. On a show of hands
every Affected Security Holder who is present in person or by proxy or
(in the case of an Affected Security Holder which is a corporation) by
its duly authorised representative shall have one vote. On a poll every
Affected Security Holder who is so present shall have one vote in respect
of each Affected Security of which it is the holder or in respect of
which it is the proxy or duly authorised representative. Extraordinary
Resolutions are passed by a majority of at least 75 per cent of the votes
cast at a duly convened meeting.
7. If within 15 minutes (or such longer period not exceeding 30 minutes as
the Chairman may decide) from the time appointed for holding the Meeting
a quorum is not present, the Meeting will stand adjourned to such day and
time being not less than 14 nor more than 42 calendar days later (or, in
the case of a meeting called to consider the reduction of the Principal
Amount of the ETP Securities following a Threshold Redemption Event only,
not more than 30 calendar days) and to such place as may be appointed by
the Chairman and at such Adjourned Meeting the quorum will be two or more
persons being Affected Security Holders present in person or by proxy or
(in the case of an Affected Security Holder which is a corporation) by
its duly authorised representative whatever the aggregate face value of
the Affected Securities for the time being outstanding held or
represented by them.
8. Only those Affected Security Holders registered in the register of
Affected Security Holders as at 6:00 p.m. on 5 April 2021 (or, in the
event that the Meeting is adjourned, on the register of Affected Security
Holders at 6:00 p.m. on the day that falls two days before the time of
any Adjourned Meeting) shall be entitled to attend or vote at the Meeting
in respect of the Affected Securities registered in their name at that
time. Changes to entries on the register of Affected Security Holders
after 6:00 p.m. on 5 April 2021 (or, in the event that the Meeting is
adjourned, on the register of Affected Security Holders after 6:00 p.m.
on the day that falls two days before the time of Adjourned Meeting)
shall be disregarded in determining the rights of any person to attend or
vote at the Meeting (or Adjourned Meeting).
9. Any alteration made to this form of proxy should be initialled by the
person(s) signing it.
10. In the case of joint holders, the vote of the senior (according to the
order in which the names stand in the register in respect of the holding)
who tenders a vote in person or by proxy will be accepted to the
exclusion of the votes of the other joint holder(s).
(END) Dow Jones Newswires
March 08, 2021 05:15 ET (10:15 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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