REG - HSBC ETFs PLC - Results of Scheme Meeting and EGM

Beacon Rise HoldingsAnnouncement

12/03/2020 11:17

RNS Number : 3683A
HSBC ETFs PLC
20 January 2020
 


 
HSBC ETFs plc
20 January 2020
 
RNS ANNOUNCEMENT
 
Results of Meetings of HSBC ETFs plc
 
HSBC ETFs plc (the "Company") - Results of Scheme Meeting and Extraordinary General Meeting in relation to a scheme of arrangement (the "Scheme") in which it is proposed to change the share settlement structure of the Company to centralise the settlement of shares of all sub funds of the Company within an International Central Securities Depositary ("ICSD") settlement model (the "ICSD Settlement Model") (resolutions approved).
 
20 January 2020
 
At the Scheme Meeting held at the offices of A&L Goodbody, 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 15 January 2020 at 9:00am (Irish Time), the resolution to approve the Scheme, as described in the circular issued to shareholders of the Company dated 18 November 2019 (the "Circular"), was passed.  The Circular is available at https://www.etf.hsbc.com.
 
At the Extraordinary General Meeting of the Company held at the offices of A&L Goodbody, 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 15 January 2020 at 9:15am (Irish Time), a resolution was passed to approve the Scheme and to authorise the Company's directors to take such action as they deem necessary or appropriate to implement the Scheme. A resolution to approve the adoption of new Articles of Association of the Company (the "Articles") with effect from the effective date of the Scheme was also passed.
 
Following the passing of all of the resolutions mentioned above, the implementation of the Scheme by the Company is conditional upon approval of the Scheme by the High Court of Ireland (the "High Court") and the issue of an order of the High Court approving the Scheme (the "Court Order"), the delivery of the Court Order to the Companies Registration Office (the "CRO") in Ireland and the registration of such Court Order by the CRO. Subject to the above conditions being met, the directors of the Company anticipate that the effective date for implementing the Scheme will occur in the first quarter of 2020, with the exact date to be fixed by the High Court. This date (and any changes or updates to the Scheme timetable) will be announced via RNS/stock exchange announcement and will also be available at https://www.etf.hsbc.com.
 




Activity


Anticipated Timeline (Subject to Change)






Announcement to the market on whether the Scheme has been approved by the High Court and, if it has, the effective date for implementing the Scheme


January 2020 or once all High Court hearings have taken place




Effective Date of the Scheme


On a date to be fixed by the High Court, anticipated to be in the first quarter of 2020




 
Background to the proposal to change the share settlement structure of the Company
The sub-funds currently established by the Company are exchange-traded funds ("ETFs") and their participating shares are listed on multiple stock exchanges across Europe. Each exchange typically operates its own central securities depositary ("CSD") for settlement functions. Trading and settling participating shares in the ETFs under this structure involves having to move the participating shares between various CSDs, which is complex, costly and inefficient.
 
Converting sub-funds of the Company:
 




Fund Name


ISIN






HSBC ECONOMIC SCALE WORLDWIDE EQUITY UCITS ETF


IE00BKZG9Y92




HSBC EURO STOXX 50 UCITS ETF


IE00B4K6B022




HSBC FTSE 100 UCITS ETF


IE00B42TW061




HSBC FTSE 250 UCITS ET


IE00B64PTF05




HSBC FTSE EPRA NAREIT DEVELOPED UCITS ETF


IE00B5L01S80




HSBC MSCI AC FAR EAST ex JAPAN UCITS ETF


IE00BBQ2W338




HSBC MSCI BRAZIL UCITS ETF


IE00B5W34K94




HSBC MSCI CANADA UCITS ETF


IE00B51B7Z02




HSBC MSCI CHINA A INCLUSION UCITS ETF


IE00BF4NQ904




HSBC MSCI CHINA UCITS ETF


IE00B44T3H88




HSBC MSCI EMERGING MARKETS UCITS ETF


IE00B5SSQT16




HSBC MSCI EM FAR EAST UCITS ETF


IE00B5LP3W10




HSBC MSCI EM LATIN AMERICA UCITS ETF


IE00B4TS3815




HSBC MSCI EUROPE UCITS ETF


IE00B5BD5K76




HSBC MSCI INDONESIA UCITS ETF


IE00B46G8275




HSBC MSCI JAPAN UCITS ETF


IE00B5VX7566




HSBC MSCI KOREA UCITS ETF


IE00B3Z0X395




HSBC MSCI MALAYSIA UCITS ETF


IE00B3X3R831




HSBC MSCI MEXICO CAPPED UCITS ETF


IE00B3QMYK80




HSBC MSCI PACIFIC ex JAPAN UCITS ETF


IE00B5SG8Z57




HSBC MSCI RUSSIA CAPPED UCITS ETF


IE00B5LJZQ16




HSBC MSCI SOUTH AFRICA CAPPED UCITS ETF


IE00B57S5Q22




HSBC MSCI SAUDI ARABIA 20/35 CAPPED UCITS ETF


IE00BGHHCV04




HSBC MSCI TAIWAN CAPPED UCITS ETF


IE00B3S1J086




HSBC MSCI TURKEY UCITS ETF


IE00B5BRQB73




HSBC MSCI USA UCITS ETF


IE00B5WFQ436




HSBC MSCI WORLD UCITS ETF


IE00B4X9L533




HSBC S&P 500 UCITS ETF


IE00B5KQNG97




HSBC MULTI FACTOR WORLDWIDE EQUITY UCITS ETF


IE00BKZGB098




 
The directors of the Company are of the view that the ICSD Settlement Model provides a more streamlined centralised settlement structure, which they expect will result in improved liquidity and spreads for investors and will reduce risk in the settlement process.
 
In addition, converting the sub-funds of the Company to the ICSD Settlement Model will also bring all of the Company's sub-funds into one consistent settlement structure, which is expected to make navigating the settlement structures for the sub-funds more straightforward.
Background to proposed adoption of new Articles of Association of the Company
The new Articles incorporate a small number of amendments to the existing Articles in order to facilitate the adoption of the ICSD Settlement Model, including, in particular, amendments to enable the common depositary's nominee, when it becomes the sole registered shareholder of the Company following the effectiveness of the Scheme and adoption of the ICSD Settlement Model, to form a quorum (by itself) at class, series or other general meetings of the Company.
 
Further Information
 
HSBC ETFs plc                                                25/28 North Wall Quay                        +353 1 635 6000*                                                                                    IFSC, Dublin 1
 
 




 
J&E Davy (Sponsor)


 


 




Fergal Meegan / Brian Garrahy


                                                      


      +353 1 679 6363




 
* Calls may be recorded
 
 
Notes to editors:
The value of investments and any income from them can go down as well as up and investors may not get back the amount originally invested. Where overseas investments are held the rate of currency exchange may also cause the value of such investments to fluctuate. Investments in emerging markets are by their nature higher risk and potentially more volatile than those inherent in established markets.
 
Exchange Traded Funds (ETFs) from HSBC Group
HSBC ETFs Plc is an investment company with variable capital incorporated in Ireland as a public limited company and is authorised by the Central Bank of Ireland as a UCITS pursuant to the UCITS Regulations. The Company is constituted as an umbrella fund, with segregated liability between sub-funds. Shares purchased on the secondary market cannot usually be sold directly back to the Company. Investors must buy and sell shares on the secondary market with the assistance of an intermediary (e.g. a stockbroker) and may incur fees for doing so. In addition, investors may pay more than the current Net Asset Value per share when buying shares and may receive less than the current Net Asset Value per Share when selling them.  The indicative intra-day net asset value of the sub-funds is available on at least one major market data vendor terminal such as Bloomberg, as well as on a wide range of websites that display stock market data, including www.reuters.com.  UK based investors in the Company are advised that they may not be afforded some of the protections conveyed by the Financial Services and Markets Act (2000), (the "Act"). The Company is recognised in the United Kingdom by the Financial Conduct Authority under section 264 of the Act. The shares in the Company have not been and will not be offered for sale or sold in the United States of America, its territories or possessions and all areas subject to its jurisdiction, or to United States Persons. Affiliated companies of HSBC Investment Funds (Luxembourg) S.A. may make markets in the Company. All applications are made on the basis of the current Prospectus of the Company, relevant Key Investor Information Document ("KIID"), Supplementary Information Document (SID) and the relevant Fund supplement, and most recent annual and semi-annual reports, which can be obtained upon request free of charge from HSBC Securities Services (Ireland) DAC by emailing ifsinvestorqueries@hsbc.com, or by visiting www.etf.hsbc.com, or from a stockbroker or financial adviser. Investors and potential investors should read and note the risk warnings in the Prospectus, relevant KIID and Fund supplement (where available) and additionally, in the case of retail clients, the information contained in the supporting SID.
  
HSBC Global Asset Management
HSBC Global Asset Management should be referred to in full at all times to avoid confusion with any other financial services firms.
 
HSBC Global Asset Management, the investment management business of the HSBC Group, invests on behalf of HSBC's worldwide customer base of retail and private clients, intermediaries, corporates and institutions through both segregated accounts and pooled funds. HSBC Global Asset Management connects HSBC's clients with investment opportunities around the world through an international network of offices in 26 countries and territories, delivering global capabilities with local market insight. As at 30 September 2019, HSBC Global Asset Management managed assets totalling US$512bn on behalf of its clients. For more information see www.global.assetmanagement.hsbc.com.
 
HSBC Global Asset Management is the marketing name for the asset management businesses of HSBC Holdings plc.  
 
The HSBC Group
 
HSBC Holdings plc
 
HSBC Holdings plc, the parent company of the HSBC Group, is headquartered in London. HSBC serves customers worldwide from offices in 65 countries and territories in our geographical regions: Europe, Asia, North America, Latin America, and Middle East and North Africa. With assets of US$2,728bn at 30 September 2019, HSBC is one of the world's largest banking and financial services organisations.
 
 
 
 




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