REG - Invesco Markets II - EGM Circular

Bank Of New York MellonAnnouncement

01/04/2022 13:30

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RNS Number : 9832G  Invesco Markets II PLC  01 April 2022

 

 Invesco Markets II plc

 Ground Floor, 2 Cumberland Place, Fenian Street, Dublin 2, Ireland

 Telephone/Switchboard +44 (0)20 3370 1100 etf.invesco.com

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This circular (the "Circular") is sent to you as a Shareholder of Invesco
Global Clean Energy
UCITS ETF Acc (ISIN: IE00BLRB0242) and/or Invesco Global Clean Energy UCITS ETF Dist (ISIN: IE00BLRB0028), each a share class of Invesco Global Clean Energy UCITS ETF (the "Fund"), a sub-fund of Invesco Markets II plc (the "Company"). It is important and requires your immediate attention. If you
are in any doubt as to the action you should take, seek advice from your
stockbroker,
bank manager, solicitor, accountant or independent financial adviser. The Circular has not been reviewed by the Central Bank of Ireland (the "Central Bank") and it is possible that changes may be necessary to meet
the requirements of the Central Bank.

If you have sold or transferred your shares in the Fund, please pass this
circular to the purchaser
or transferee or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the
purchaser or transferee as soon as possible.

Unless otherwise defined herein, all capitalised terms used herein shall bear
the same meaning as capitalised terms used in the latest prospectus of the
Company (the "Prospectus"). A copy of the Prospectus and the supplement
relating to the Fund (the "Supplement") is available on request during normal
business hours from the Company or from the local representative of the
Company in any jurisdiction in which the Fund is registered for public distribution, including from the German information agent Macard, Stein & Co
AG, Ballindamm 36, 20095 Hamburg, Germany and in Switzerland at BNP
Paribas Securities Services, Paris, succursale de Zurich, Selnaustrasse 16,
8002 Zurich which is the Swiss representative and paying agent.

The Directors accept responsibility for the information contained in this
Circular. To the best of
the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case)
the information contained in this Circular is in accordance with the facts and
does not omit anything likely to affect the import of such information.

RE:       Invesco Global Clean Energy UCITS ETF

Notification of Extraordinary General Meeting to amend the investment objective of the Fund

1 April 2022

Dear Shareholder

1.    Introduction

The Company is authorised by the Central Bank pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended (the "UCITS Regulations"). The Company is established as an umbrella fund with segregated liability between sub- funds and the Fund is
a sub-fund of the Company.

The purpose of this letter is to notify you of an extraordinary general
meeting ("EGM") to
consider and vote on a proposed amendment to the Fund's investment objective (the "Material Change").

2.
 Material Change - amendment to the investment objective of the Invesco Global Clean Energy UCITS ETF

The Board has determined it appropriate to re-categorise the Fund as an
Article 9 fund as defined by Regulation (EU) 2019/2088 of the European
Parliament and of the Council of 27 November 2019 on sustainability-related
disclosures in the financial services sector (the "SFDR"). The Fund is
currently categorised as an Article 8 fund for the purpose of SFDR.

In order to be categorised as an Article 9 fund, the Fund must have
sustainable investment as its objective. Accordingly, it is proposed to amend
the investment objective of the Fund in the following manner:

 Current Investment Objective                                             New Investment Objective
 The investment objective of the Fund is to achieve the net total return  The investment objective of the Fund is to achieve the net total return
 performance of the WilderHill New Energy Global Innovation Index (the    performance of the WilderHill New Energy Global Innovation Index (the
 "Reference Index") less fees, expenses and transaction costs.            "Reference Index") less fees, expenses and transaction costs, thereby taking
                                                                          an approach that seeks to invest in companies whose innovative technologies
                                                                          focus on the generation and use of cleaner energy, conservation, efficiency
                                                                          and the advancement of renewable energy, hence facilitating a transition to a
                                                                          lower

                                                                          carbon economy.

 

The Board has determined that the proposed re-categorisation is appropriate
due to amendments to the methodology of the Wilderhill New Energy Global
Innovation Index, the reference index of
the Fund (the "Reference Index") pursuant to which the Reference Index will incorporate ESG exclusionary criteria
via a combination of norms-based, controversy and business involvement
screening, thereby avoiding exposure to companies that do not follow good
governance practices and/or are perceived to be doing significant harm to
environmental objectives. As a result of the amendments to the Reference
Index, the Reference Index will comprise "sustainable investments", as defined
in
SFDR, and by virtue of replicating the Reference Index, the Fund will make sustainable investments once the non-material
changes have come into effect. Please see the section below titled
"Non-material changes" for information on proposed amendment to the methodology of the Reference Index. Please note that the amendments to the methodology with take place regardless of the outcome of the EGM and are not subject to Shareholder approval.

Following the EGM, if passed at the EGM, the Supplement will be updated to reflect the re- categorisation of the Fund as
Article 9 under SFDR.

3.    Shareholders should note that:

·    The change to the investment objective is for clarification purposes
and to meet the specific disclosure requirements of Article 9 of SFDR. The
investment policy and strategy of the Fund will not change as a result.

·    The Fund will retain all its other characteristics, in particular its
risk and return profile
(which remains unchanged at 7 on the scale presented in the KIID).

·    Shareholders will not bear any additional legal or administrative
costs as a result of the Material Change.

·    The Fund may incur transaction costs associated with the Material
Change. The
transaction costs, based on the Fund's current portfolio, are expected to be minimal and will be borne by the
Fund.

·    The total expense ratio will not change as a result of the Material
Change. The anticipated tracking error and risk profile
of the Fund are expected to remain the same.

·    Subject to Shareholder approval being obtained, the Material Change
will take effect on or around 29 April 2022 (the "Effective Date").

 

Recommendation:

The Directors believe that the resolution to be proposed at the EGM is in the
best interests of Shareholders and, accordingly, the Directors recommend
that Shareholders vote in favour of the resolution.

4.    Non-material changes

We wish to inform you of the following proposed amendments (the "Non- material
changes") to the methodology of the Reference Index to:

i)             increase the time window considered for the
determination of the average traded daily value. The theme has expanded
significantly since the initial thresholds were set, and
the  companies that do not surpass the new threshold now compose a small percentage of the whole clean energy ecosystem; and

ii)            include a sustainability screen which is based on UN
Global Compact Principles and controversial activity involvement.

Further information is available on the website of the index provider here:

https://www.solactive.com/methodology-change-wilderhill-new-energy-global-innovation-index-
(http://www.solactive.com/methodology-change-wilderhill-new-energy-global-innovation-index-)
effective-date-16-march-2022/

The Non-material changes will take effect on 16 March 2022 and will be
reflected in the Supplement on or around 29 April 2022 along with the
Material Change, if approved by Shareholders. Should you wish to redeem
your shareholding as a result
of the Non-material changes, you may do so in accordance
with the dealing provisions outlined in the Supplement.

NOTICE OF EGM TO CONSIDER AND VOTE ON MATERIAL CHANGES

In order to obtain Shareholder approval for the Material Change, the Board has
decided to
convene an EGM at which a resolution to approve the Material Change will be proposed. You will find attached to
this letter a notice of EGM ("Notice of EGM") which will be held at 10 a.m.
(Irish time) on 25 April 2022.

Please note that you are only entitled to attend and vote at the meeting (or
any adjournment thereof) if you are a registered shareholder. As the Fund
uses the International Central
Securities Depositary (ICSD) model of settlement and The Bank of New York Depository (Nominees) Limited is the
sole registered shareholder of shares in the Fund, investors in the Fund
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). If any investor has invested in the Fund
through a broker/dealer/other intermediary, the investor should contact this entity to provide
voting instructions.

 

Proxy Form

The form of proxy accompanying this Notice of EGM should be completed and returned in accordance with
the instructions thereon, so as to be received no later than 48 hours before
the time fixed for the holding of the EGM.

Re-convening the EGM

Should it be necessary to re-convene the EGM, Shareholders should note that the Board has determined that the
re-convened meeting would take place on 9 May 2022 at 10.00 a.m. (Irish time).

Publication of Results

The results of the EGM will be announced through the regulatory news service on the Euronext Dublin website
and will be published in the appropriate manner in each of the other
jurisdictions in which the Fund is listed on a stock exchange.

Redemption of Shares

Shareholders who do not wish to remain in the Fund following the
implementation of the Material Change (if the resolution is passed) will have
the opportunity to redeem their Shares on any Dealing Day
prior to the Effective Date in the manner
prescribed in the Prospectus.

Should you have any questions relating to these matters, you should either
contact the Company at the above address or
alternatively you should contact your investment consultant.

Yours faithfully

 

 

 

 

 

Director

For and on behalf of

Invesco Markets II plc

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