Date:
19 December 2023
Notice to Shareholders of the following sub-fund(s) of FlexShares
ICAV (the "Company"):
Sub-Fund
|
Share
Class
|
ISIN
|
TICKER
|
FlexShares®
Developed
Markets Low Volatility Climate ESG UCITS ETF
|
USD
Accumulating ETF
|
IE00BMYDBG17
|
QVFD
|
FlexShares®
Developed
Markets High Dividend Climate ESG UCITS ETF
|
USD
Distributing ETF
|
IE00BMYDBM76
|
QDFD
DFDU
|
(each
a "Fund"
together,
the "Funds")
IMPORTANT
- PLEASE READ - ACTION REQUIRED ON OR BEFORE 16 JAN 2024
Dear
Shareholder,
Following
a recommendation of the Funds' Manager, Northern Trust Fund
Managers (Ireland) Limited and
acting in accordance with the applicable provisions of the
Prospectus, the Directors of the Company intend to the close the
Funds on the basis that each of the Funds are below their stated
Minimum Fund Size of USD 20
million.
The
Directors wish to give notice to all holders of shares in the Funds
(the "Shares")
that it is the intention of the Company to (i) permanently de-list
the Funds from all Relevant Exchanges (as defined below) (the
"De-listing"),
(ii) permanently close the Funds further subscriptions and
redemptions by Authorised Participants and (iii) compulsorily
redeem any residual shareholdings in the Funds (the
"Compulsory
Redemption") in
accordance with the procedure and the dates set out under the
headings "Procedure
and Key Dates respectively
below.
PLEASE
NOTE THAT:
1)
If
you have not sold your Shares on or before 16 JAN 2024 (the last day for trading on each
Relevant Exchange) and you remain registered as a Shareholder in
any of the Funds as at 26 JAN 2024;
OR
2)
If
you have not validly applied for redemption of your Shares on or
before 17 JAN 2024 and you remain
registered as a Shareholder in any of the Funds as at 26 JAN 2024,
The
Directors will exercise their discretion
in
accordance with Article 39.2 of the Company's Instrument
of Incorporation
to compulsorily redeem your shares in the Funds for
cash.
Procedure and Key Dates
As part of
the process of closing and winding-up the Funds, it will be
necessary for the following steps to take place:
1) The
final day for trading on each of the stock exchanges on which the
Shares are listed, such exchanges being Euronext Amsterdam, London
Stock Exchange and Deutsche Börse (the "Relevant
Exchanges"), shall
be
16 JAN 2024 (the
"Final
Exchange Trading Date").
2)
De-listing:
The Shares
of each Fund shall be de-listed (or suspended from trading, in
respect of the Deutsche Börse) from each of the Relevant Exchanges
with effect from
17 JAN 2024 which
shall also be the last day on which applications for subscriptions
and redemptions by authorised participants shall be
accepted.
3) The
last "Dealing Day" (as such term is defined in the Prospectus) in
respect of which applications for subscriptions and redemptions
shall be accepted from Authorised Participants shall be
18 JAN 2024 (the
"Final
Primary Dealing Date").
Applications
for subscriptions and redemptions in respect of the Final Primary
Dealing Date must be received no later than 4:00pm on
17 JAN 2024 (i.e., the
"Dealing
Deadline"
applicable to the Funds as prescribed by the Prospectus) otherwise
they shall be rejected.
4) Dealing
in the Funds shall be suspended (i.e., closed to further
subscriptions and redemptions) with effect from and including the
day immediately following the Final Primary Dealing Date and the
investments in the Sub-Funds will be liquidated for the purposes of
the payment distribution to Shareholders on or shortly after the
Final Distribution Date (as defined below).
5) Please
note that if you have not sold your Shares on or before the Final
Exchange Trading Date or redeemed your
Shares in full on or before the Final Primary Dealing Date, and you
remain listed as a shareholder of Shares in either of the Funds as
at
26 JAN 2024 (the
anticipated "Compulsory
Redemption Date"), the
Directors will exercise their discretion to compulsorily redeem
your Shares in the relevant Fund on the Compulsory Redemption Date
for cash.
6) If your
shareholding is compulsorily redeemed, it will be redeemed at the
appropriate net asset value per share on the date on Compulsory
Redemption Date and your Compulsory Redemption proceeds shall be
distributed on or around
02 FEB 2024 (the
"Final
Distribution Date").
Subject to all redemption requests requirements having been
complied with, the proceeds of the Compulsory Redemption will be
paid to the account of the relevant shareholder on record with the
Paying Agent of the Company for the relevant
Shareholder.
Further
Information:
Shareholders
may obtain the prospectus, a copy of the supplement, the key
information documents, the latest annual and semi-annual reports
and copies of the instrument of incorporation free of charge from
the local representatives in the countries where the Company is
registered, including from the Manager, Northern Trust Fund
Managers (Ireland) Limited, 54-62
Townsend Street, Dublin 2,
Ireland, who also acts as EEA
Facilities Agent, the German Facilities Agent, ACOLIN Europe AG at
Reichenaustrasse 11a- c, 78467 Konstanz, Germany and via www.flexshares.com or by
writing to the Fund's administrator Northern Trust International
Fund Administration Services (Ireland) Limited at George's Court, 54-62 Townsend Street,
Dublin 2, Ireland.
Please
note that as part of the closure process and before the final
redemption date, the ability to meet the investment objective of
the Funds may be compromised as the underlying portfolios are
liquidated and there may accordingly be an increased risk of
tracking error in the Funds. The additional costs incurred in
respect of closing the Funds will be paid by Investment Manager.
The Funds' normal operating costs and transaction costs will
continue to be borne by the Funds and their respective Shareholders
in accordance with the terms of the Prospectus for the
Funds.
Investors
should consult their own professional advisers as to the tax
implications of the Compulsory
Redemption
and closure of the Funds under the laws of the countries of their
nationality, residence,
domicile
or incorporation.
If you
have sold or transferred your Shares in the relevant Fund please
pass this letter at once to the purchaser or transferee of the
Shares, as the case may be, or to the Authorised Participant or
other agent through whom the sale or transfer was affected, for
transmission to the purchaser or transferee as soon as
possible.
In closing
the Fund, the Directors would like to extend our thanks for your
support of the Fund. If you have any questions or need any
additional support or information, please email
EMEA_FlexShares@ntrs.com or contact your usual financial adviser,
and they can provide you with the necessary fund information and
documents.
Yours
sincerely,
__________________
Director
for and on
behalf of
FlexShares
ICAV