TIDM3LOI
16 October 2020
LSE Code: 3BRS
WISDOMTREE MULTI ASSET ISSUER PUBLIC LIMITED COMPANY
(a public company incorporated with limited liability in Ireland)
WISDOMTREE BRENT CRUDE OIL 3X DAILY SHORT SECURITIES
(ISIN: IE00BYTYHR65)
PROPOSALS FOR THE INTRODUCTION OF AN OVERNIGHT RESTRIKE MECHANIC, A
DISCRETIONARY INDEX CHANGE MECHANIC AND A NEAR ZERO PRICE MECHANIC
NOTICE OF CORRECTION AND CHANGE OF DATE IN RESPECT OF THE MEETING OF THE
ETP SECURITYHOLDERS CONVENED BY THE CIRCULAR DATED 06 OCTOBER 2020
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 Brent Crude Oil
3x Daily Short 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 6 October 2020 (the "Original
Circular"). The Original Circular purported to convene a meeting of the
holders of the Affected Securities at 9 a.m. on Thursday, 29 October
2020 (the "Original Meeting").
The Original Circular did not include a Notice of Meeting in respect of
the Original Meeting. The Issuer hereby announces a correction to the
Original Circular to correct this.
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 9.00 a.m. on 11 November 2020 in the
same manner and place as set out in the Original Circular (the
"Meeting").
The Meeting is being held to consider proposals for the introduction of
an overnight restrike mechanic, a discretionary index change mechanic
and a near zero price mechanic in respect of the Affected Securities.
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 posted to them on 6 October 2020, and also
available on the website of the Issuer, at
https://www.globenewswire.com/Tracker?data=aIfK7FJjEJpnrJnveZqdMhJ3-3-g79uIU5hi2VpQVXVxk6ekTsniYW1VWFc1CvApmA0tlgePT2XjErdPgE2mN1Kcc1HRLqhen9MNMqzDLFXXSOM0wRAGmJXhNg4ZZknb6GJnEuyHoDIhoMt4sxiq8dXYMlOEqQwKY8DAvFDKm00WobM2swMNKG2dlOZ91tRo84yS4CeOj7tmGCAnQ50oDsKV4Q-_iZzLpFmu8XzLrDSyZhtSEDwDKj8uXmihPgpMdGvb8io-F_9DlvSTGBV8P1HbWC4NgQzFg9vaOd730L0JwCJ1PtsChOVleml3FiMrQRSPeFJPElCr7ggzGcJO44UyNjK8InZCX8BgBrBLeveN_upLDqQDZS5vgAxzzMO45ojuPqA0ZTdAaOthVnUFBmlWMem4IhRK7K3RxbqABVo5vsjpsJ5EPlweytywWvuITJ9EAx2Wn3jvf2SmZv2XJxI96WbJO2o4LPqAsJxJiHY=
https://www.wisdomtree.eu/en-gb/-/media/eu-media-files/other-documents/operational/corp-action/boost/rns-corporate-actions/wtma---circular-platform---6-october-2020.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.
The meetings being held in respect of other securities issued by the
Issuer convened for various times on Thursday, 29 October 2020 are
unaffected by this Notice of Correction and will proceed on the
timetables indicated in the Original Circular.
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 Brent Crude Oil 3x Daily Short 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, 11 November 2020 at 9.00am 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 Brent Crude Oil 3x Daily Short Securities of WisdomTree
Multi Asset Issuer Public Limited Company (the "Issuer") constituted by
the Master Trust Deed dated 30 November 2012 and the relevant
supplemental trust deed (as subsequently amended and supplemented from
time to time, including by way of the Seventh Supplemental Trust Deed
dated 5 October 2020) (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 to the Final Terms of the
Affected Securities:
1. The Overnight Restrike provision shall be changed from "Not
applicable" to "Applicable"
2. The Near Zero Price Event provision shall be changed from "Not
applicable to "Applicable".
3. The Discretionary Index Change provision shall be changed from
"Not applicable" to Applicable".
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
Friday, 16 October 2020
NOTES
1. A form of proxy is enclosed with this notice for use by
holders of Affected Securities. An Affected Securities 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 Securities Holder.
2. 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 at the
office of Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare,
Ireland (if by post) or by Link Registrars Limited, 2 Grand Canal Square,
Dublin 2, D02 A342, Ireland (if delivered by hand) not later than 9.00
a.m. on Monday, 9 November 2020. Completion and return of the form of
proxy will not preclude an Affected Securities Holder from attending and
voting in person at the Meeting.
3. 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.
4. 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. An Extraordinary Resolution is passed by a
majority of at least 75 per cent of the votes cast at a duly convened
meeting.
5. 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.
6. Only those Affected Securities Holders registered in the
register of Affected Securities Holders as at 6.00 p.m. on 9 November
2020 (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 at 6.00 p.m. on 9 November 2020 shall be
disregarded in determining the rights of any person to attend or vote at
the Meeting (or adjourned meeting).
7. As all investors are CREST participants, voting will take
place via the CREST system. CREST members may appoint one or more
proxies through the CREST electronic proxy appointment service in
accordance with the procedures described in the CREST Manual. CREST
Personal Members or other CREST sponsored members and those CREST
members who have appointed a voting service provider(s), should refer to
their CREST sponsor or voting service provider(s) who will be able to
take the appropriate action on their behalf. Further information on
CREST procedures and requirements is contained in the CREST Manual. The
message appointing a proxy(ies) must be received by Link Asset Services
under CREST participant ID RA10 not later than 9.00 a.m. on 9 November
2020 (or, in the event that the Meeting is adjourned, not later than
9.00 a.m. on the day that falls two days before the time of Adjourned
Meeting). For this purpose the time of receipt will be taken to be the
time (as determined by the timestamp generated by the CREST system) from
which the Registrar is able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST. The Company may treat as invalid a
proxy instruction in the circumstances set out in Regulation 35(5)(a) of
the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996.
WisdomTree Multi Asset Issuer Public Limited Company
Form of Proxy
for use by holders of Affected Securities of the Issuer
Meetings of holders of certain classes of ETP Securities
I/We, the undersigned, being (a) holder(s) of Affected Securities of
WisdomTree Multi Asset Issuer Public Limited Company (the "Issuer"),
hereby appoint the Chairman of the Meeting (Note 1)
..................................................................................................................................................................................................................
as my/our proxy to vote for me/us at the meetings of the ETP
Securityholders in respect of those classes of Affected Securities of
which I am/we are (a) ETP Securityholder(s) to be held at the time and
date set out below and at any adjournment thereof. I/We direct my/our
proxy to vote as indicated below on the relevant Extraordinary
Resolution at the relevant Meeting(s) as follows and otherwise as he/she
shall think fit. If I/we have ticked this box , this appointment
applies only in respect of those classes of Affected Securities in
respect of which I/we have directed my/our proxy to vote (Note 2).
Please indicate with an "X" in the spaces provided how you wish your
proxy to vote on the Extraordinary Resolution (Note 3) at the meeting of
holders of each class of Affected Securities in respect of which you are
a Security Holder and wish to vote. Unless you have ticked the box
above, your proxy may vote in his/her discretion at the meetings in
respect of any other classes of Affected Securities of which you are the
holder at the time specified in Note 7.
Class of Affected ISIN Time for which Extraordinary Resolution
Securities meeting convened (Note 3)
to be held
on 11 November
2020
------------------- ------------ ----------------- --------------------------
For Against
------------------- ------------ ----------------- ------- -----------------
WisdomTree Brent IE00BYTYHR65 9.00 a.m.
Crude Oil 3x Daily
Short Securities
------------------- ------------ ----------------- ------- -----------------
Signature:
.......................................................................................
Dated:
Full name in CAPITAL LETTERS:
...........................................................................................................................................................
Address:
...................................................................................................................................................................................................
..................................................................................................................................................................................................................
Postcode
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 the notice of meeting
set out at the end of the accompanying Notice of Cancellation dated 16
October 2020
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 at the office
of Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland
(if by post) or by Link Registrars Limited Level 2, Block C, Maynooth
Business Campus, Maynooth, Co Kildare, W23 F854, (if delivered by hand)
not later than 9.00 a.m. on 9 November 2020 (or, in the event that the
Meeting is adjourned, not later than 9.00 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.
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, they 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 9 November 2020 (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 9 November 2020 (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).
11. As all investors are CREST participants, voting will take place via the
CREST system. CREST members may appoint one or more proxies through the
CREST electronic proxy appointment service in accordance with the
procedures described in the CREST Manual. CREST Personal Members or other
CREST sponsored members and those CREST members who have appointed a
voting service provider(s), should refer to their CREST sponsor or voting
service provider(s) who will be able to take the appropriate action on
their behalf. Further information on CREST procedures and requirements is
contained in the CREST Manual. The message appointing a proxy(ies) must
be received by Link Asset Services under CREST participant ID RA10 not
later than 9.00 a.m. on 9 November 2020 (or, in the event that the
Meeting is adjourned, not later than 9.00 a.m. on the day that falls two
days before the time of Adjourned Meeting).. For this purpose the time of
receipt will be taken to be the time (as determined by the timestamp
generated by the CREST system) from which the Registrar is able to
retrieve the message by enquiry to CREST in the manner prescribed by
CREST. The Company may treat as invalid a proxy instruction in the
circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990
(Uncertificated Securities) Regulations, 1996.
(END) Dow Jones Newswires
October 16, 2020 08:39 ET (12:39 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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