REG - Leverage Shares PLC Leverage 3X ROKU $ Leverage 3X ROKU £ Leverage 3X ROKU E - Notice of Meeting - Leverage Shares 3x Roku
26/10/2022 19:00
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RNS Number : 2452E Leverage Shares PLC 26 October 2022
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Leverage Shares plc
26 October 2022
Notice to the ETP Securityholders of a Meeting of the Leverage Shares 3x Roku
ETP Securities
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE HOLDERS
OF THE ETP SECURITIES. IF ANY ETP SECURITYHOLDER IS IN ANY DOUBT AS TO THE
ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT
PROFESSIONAL ADVISERS IMMEDIATELY. THIS NOTICE MAY CONTAIN INSIDE INFORMATION
FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596/2014.
If you have recently sold or otherwise transferred your entire holding(s) of
ETP Securities referred to below, you should immediately forward this document
to the purchaser or transferee or to the stockbroker, bank or other agent
through whom the sale or transfer was effected for transmission to the
purchaser or transferee
Leverage Shares PLC
2(nd) Floor, Block 5
Irish Life Centre
Abbey Street Lower
Dublin 1
D01 P767
Ireland
(the "Issuer")
Leverage Shares 3x Roku ETP Securities (ISIN: XS2337086826)
(together the "Relevant Series")
NOTICE IS HEREBY GIVEN that a meeting convened by the Issuer (the "Meeting")
of the ETP Securityholders of the Relevant Series will be held at 2(nd) Floor,
Block 5, Irish Life Centre, Abbey Street Lower, Dublin 1, D01 P767, Ireland on
18 November 2022 (which is at least 21 calendar days after the date hereof
(exclusive of the day on which this notice is given and of the day of the
Meeting)) at 11.00 am Dublin time. Such Meeting will be held for the purpose
of considering and, if thought fit, passing the resolution set out in Annex 1
hereto, which will be proposed as an Extraordinary Resolution, in accordance
with the provisions of Schedule 6 (Provisions for Meetings of the ETP
Securityholders) of the master trust deed originally dated 5 December 2017 as
most recently amended and restated on 16 August 2022 and as supplemented by a
supplemental trust deed dated 15 June 2021 (the "Trust Deed") made between the
Issuer and Apex Corporate Trustees (UK) Limited (the "Trustee") and
constituting the Relevant Series.
Capitalised terms used, but not defined, in this Notice shall have the meaning
given thereto in the Conditions of the ETP Securities set out therein.
BACKGROUND
On 17 February 2022 the ETP Security Value of the ETP Securities of the
Relevant Series fell below 2% of the Principal Amount.
Condition 8.5(A)(1) provides "If on any Valuation Date (a "Threshold Event
Date") the ETP Security Value falls to less than 2.00 per cent. of the
Principal Amount of the ETP Securities… The Issuer shall give notice
convening a meeting of the ETP Securityholders on a date not less than 30
calendar days after the Threshold Event Date for the purpose of considering an
Extraordinary Resolution which would have the effect of reducing the Principal
Amount of the ETP Securities to an amount which is not less than 2.00 per cent
of the ETP Security Value as at the time of suspension of redemptions, in
which event the suspension will cease only if such Extraordinary Resolution is
passed". To date, the Issuer has not suspended redemptions of ETP Securities
of the Relevant Series, nor has the Issuer convened a meeting referred to in
Condition 8.5(A)(1) within 30 days of the Threshold Redemption Date (the
"First Matter").
Condition 8.7(B) provides "if on any Valuation Date falling on or after the
60(th) calendar day following a Threshold Event, the ETP Security Value is
less than 2.00 per cent. of the Principal Amount of such ETP Securities, the
Issuer shall designate a Mandatory Redemption Date in respect of the ETP
Securities". To date, the Issuer has not designated a Mandatory Redemption
Event with respect to the Relevant Series (the "Second Matter").
The Issuer is proposing to consolidate the ETP Securities of the Relevant
Series into ETP Securities with a proportionately higher value, as detailed
below. Such consolidation is reasonably expected to improve the liquidity of
the ETPs of the Relevant Series for secondary market investors.
PROPOSED CONSOLIDATION OF THE ETP SECURITIES OF THE RELEVANT SERIES
The Issuer is proposing to consolidate all of the ETP Securities of the
Relevant Series into ETP Securities with a proportionately larger ETP Security
Value of approximately US$ 10.00 per ETP Security (the "Target ETP Security
Value"), so that for every ETP Security of the Relevant Series held by an ETP
Securityholder, they will hold a smaller number of ETP Securities after the
consolidation such that the resulting ETP Security Value is as close as
possible to the Target ETP Security Value. The number of ETP Securities
resulting from the consolidation relative to the number of ETP Securities
before the consolidation (the "Consolidation Ratio") would be determined by
the Issuer by reference to the ETP Security Value of the Relevant Series on
the Valuation Date following approval of the Consolidation or as soon as
reasonably practicable thereafter using the following formula:
Consolidation Ratio = Target ETP Security Value / V(t)
Where:
V(t) is the ETP Security Value on t; and
t is the Valuation Date determined and notified
by the Issuer in accordance with the Conditions.
The Consolidation Ratio will be rounded down to the nearest full integer. If
as a result of the Consolidation of the ETP Securities, an ETP Securityholder
would become entitled to a fraction of an ETP Security, the Issuer will redeem
such fractional ETP Security. The Issuer will notify the Consolidation Ratio
and any resulting fractional shares to ETP Securityholders in accordance with
the Conditions no later than two (2) Business Days immediately following V(t).
(the "Consolidation").
ETP Securityholders should be aware that it is not proposed to amend the
Principal Amount applicable to the Relevant Series proportionate to the
Consolidation. As the Consolidation will result in an ETP Securityholder
holding less ETPs (albeit at a proportionately higher ETP Security Value),
this will impact the return an investor would receive on a Mandatory
Redemption, Optional Redemption or Final Redemption (a "Redemption Event"), if
the Principal Protection Amount is higher than the Pro-rata Liquidation amount
at the time of the Redemption Event (assuming that the same number of ETPs are
held at the Redemption Event as held immediately after the Consolidation).
The below examples demonstrate the impact the Consolidation would have (i) on
an ETP Securityholder's economic interest in a Series of ETP Securities; and
(ii) on the value of the Principal Protection Amount.
Example 1 - impact of consolidation (with no fractional ETP Securities) on an
ETP Securityholder's economic interest in a Series of ETP Securities - for
illustration purposes only
# ETP Securities held by an ETP Securityholder Hypothetical Value per ETP Security Value economic interest
Pre consolidation effective date 600,000 US$0.006 US$3,600
Consolidation effective date 2,000 US$1.80 US$3,600
=600,000/300 0.006*300
Example 2- impact of consolidation (with fractional ETP Securities) on an
ETP Securityholder's economic interest in a Series of ETP Securities- for
illustration purposes only
# ETP Securities held by an ETP Securityholder Hypothetical Value per ETP Security Value economic interest
Pre consolidation effective date 605,000 US$0.006 US$3,630
Consolidation effective date New ETP Securities 2,016 US$1.80 US$3,628.80
[=605,000/300 rounded down] 0.006*300
Fractional ETP Securities 200 US$0.006 US$1.20
=605,000-(2,016*300)
Examples 1 and 2 demonstrate in two hypothetical contexts how a consolidation
would have no impact on an investor's economic interest in a Series of ETP
Securities.
Example 3 - impact of consolidation on the Principal Protection Amount - for
illustration purposes only
# ETP Securities Principal Amount Principal Protection Amount per ETP Security Total Value of Principal Protection Amount
Pre consolidation 600,000 US$20 US$0.40 US$240,000
[2% of $20] 600,000*$0.40
Post consolidation 2,000 US$20 US$0.40 US$800
[2% of $20] 2,000*$0.40
Example 3 illustrates in a hypothetical context the impact a consolidation
would have on the total value of the Principal Protection Amount. The
Principal Protection Amount is relevant as it would be the amount payable per
ETP Security on a Redemption Event in circumstances where the Principal
Protection Amount is higher than the Pro-rata Liquidation amount. Such a
scenario might arise where a significant decrease in the value of the
Reference Asset underlying the Relevant Series has occurred.
The Consolidation would be effected by a deed supplemental to the Trust Deed
prepared by the Issuer and in such form as the Issuer considers necessary,
appropriate or expedient to give effect to the Consolidation (the
"Consolidation Supplemental Trust Deed").
PROPOSAL
The purpose of the Meeting is for the ETP Securityholders to consider and, if
thought fit, approve the Consolidation and to waive any breaches of the
Conditions which have occurred to date in relation to the First Matter and the
Second Matter (the "Proposal"):
The Issuer is aware of 2 holders of ETP Securities, together holding 3,999,996
ETP Securities of the Relevant Series, who have indicated their intention to
vote in favour of the Proposal. Accordingly, if such indications are correct
and if no other ETP Securityholders of the Relevant Series choose to vote, it
is anticipated that the Proposal will ultimately be approved.
If the Proposal is approved by the Meeting, the Consolidation would become
effective on such date as shall be notified to the ETP Securityholders of the
Relevant Series by the Issuer.
FORM OF THE EXTRAORDINARY RESOLUTION
The resolution that will be put to the ETP Securityholders of the Relevant
Series at the Meeting in order to pass the Proposal is set out in Annex 1
hereto. The Proposal is set out in a single Extraordinary Resolution.
DOCUMENTATION
The Trustee has not been involved in the formulation or negotiation of the
Proposal (as defined herein) and, in accordance with normal practice, the
Trustee expresses no opinion on the merits of the Proposal (which it was not
involved in negotiating) or the Extraordinary Resolution (as set out herein)
and no opinion on whether the ETP Securityholders would be acting in their
best interests voting for or against the Proposal or the Extraordinary
Resolution but on the basis of the information contained in this Notice has
authorised it to be stated that it has no objection to the Extraordinary
Resolution being submitted to the ETP Securityholders for their consideration.
The Trustee makes no representation that all relevant information has been
disclosed to the ETP Securityholders in connection with the Proposal in this
Notice or otherwise. The Trustee is not responsible for the accuracy,
completeness, validity or correctness of the statements made in this Notice or
omissions therefrom. Nothing in this Notice should be construed as a
recommendation to the ETP Securityholders from the Trustee to vote in favour
of, or against, any of the Proposal or the Extraordinary Resolution. The
Trustee recommends that the ETP Securityholders take their own independent
professional advice on the merits and the consequences of voting in favour of,
or against, each of the Extraordinary Resolution and the Proposal.
No person has been authorised to make any recommendation on behalf of the
Issuer, the Trustee or the Issuing and Paying Agent as to whether or how the
ETP Securityholders should vote pursuant to the Proposal. No person has been
authorised to give any information, or to make any representation in
connection therewith, other than those contained herein. If made or given,
such recommendation or any such information or representation must not be
relied upon as having been authorised by the Issuer, the Trustee or the
Issuing and Paying Agent.
This Notice is issued and directed only to the ETP Securityholders of the
Relevant Series and no other person shall, or is entitled to, rely or act on,
or be able to rely or act on, its contents.
Each person receiving this Notice must make its own analysis and investigation
regarding the Proposal and make its own voting decision, with particular
reference to its own investment objectives and experience, and any other
factors which may be relevant to it in connection with such voting decision.
If such person is in any doubt about any aspect of the Proposal and/or the
action it should take in respect of it, it should consult its professional
advisers.
QUORUM AND VOTING
The provisions governing the convening and holding of the Meetings are set out
in Schedule 6 to the Trust Deed (Provisions for Meetings of ETP
Securityholders).
Quorum
The quorum required at a meeting called to pass the Extraordinary Resolution
is two or more ETP Securityholders or agents present in person holding or
representing in the aggregate more than 50 per cent. of the number of the ETP
Securities for the time being outstanding.
If a quorum is not present within 15 minutes from the time initially fixed for
the Meeting, the Meeting shall be adjourned until such date, not less than 14
nor more than 42 calendar days later at such time and place as the chairman of
such meeting (the "Chairperson") determines (the "adjourned meeting"). If a
quorum is not present within 15 minutes from the time fixed for the adjourned
meeting, the adjourned meeting will be dissolved. At least 14 calendar days'
prior notice of a meeting adjourned through want of a quorum shall be given in
the same manner as for an original meeting and such notice shall state the
quorum required at the adjourned meeting. The quorum required for any such
adjourned meeting will be two or more ETP Securityholders or agents present in
person being or representing ETP Securityholders, whatever the number of the
ETP Securities so held or represented.
Voting
The provisions for meetings of the ETP Securityholders is set out in Schedule
6 of the Master Trust Deed. A holder of an ETP Security may appoint a proxy
in accordance with the relevant rules and procedures of the Relevant Clearing
System.
In order to exercise voting instructions an ETP Securityholder must request
the Relevant Clearing System to block the Relevant ETP Securities in his own
account and to hold the same to the order or under the control of a Paying
Agent not later than 48 hours before the time fixed for the Meeting in order
to give voting instructions to the relevant Paying Agent in respect of the
votes attributable to the blocked Relevant ETP Securities. Unless an ETP
Securityholder instructs otherwise, the chairman of the Meeting shall be
deemed to be appointed as the ETP Securityholder's proxy for the Meeting. The
Relevant ETP Securities so blocked will not be released until the earlier of
the conclusion of the Meeting; and in respect of a form of proxy, not less
than 48 hours before the time for which the Meeting is convened or the
revocation of such form of proxy where notice of such revocation has been
given to the relevant Paying Agent.
Voting instructions must therefore be received by the Registrar by 11.00 am on
16 November 2022. The deadlines set by any intermediary, broker, dealer,
commercial bank, custodian, trust company or other nominee institution and
each Relevant Clearing System for the submission and (in the limited
circumstances where permitted) revocation of voting instructions may be
earlier than the relevant deadlines specified above. You should check with
your relevant custodian or nominee immediately to understand what earlier
deadlines are set by your nominee institution or institutions.
Any proxy so appointed or representative so appointed shall so long as such
appointment remains in full force be deemed, for all purposes in connection
with the relevant meeting or adjourned meeting of the ETP Securityholders, to
be the holder of the ETP Securities to which such appointment relates and the
holder of the ETP Securities shall be deemed for such purposes not to be the
holder or owner, respectively.
Each question submitted to the Meeting shall be decided by a show of hands
unless a poll is (before, or on the declaration of the result of, the show of
hands) demanded by the chairman, the Issuer, the Trustee or one or more
persons representing 2 per cent. of the aggregate number of the ETP Securities
outstanding.
Unless a poll is demanded, a declaration by the chairman that a resolution has
or has not been passed shall be conclusive evidence of the fact, without proof
of the number or proportion of the votes cast in favour of or against it.
If a poll is demanded, it shall be taken in such manner and (subject as
provided below) either at once or after such adjournment as the chairman
directs. The result of the poll shall be deemed to be the resolution of the
Meeting as at the date it was taken. A demand for a poll shall not prevent the
Meeting continuing for the transaction of business other than the question on
which it has been demanded.
A poll demanded on the election of a chairman or on a question of adjournment
shall be taken at once.
On a poll, every such person has one vote in respect of each ETP Security of
such Series of ETP Securities so produced or represented by the voting
certificate so produced or for which he is a proxy or representative. Without
prejudice to the obligations of proxies, a person entitled to more than one
vote need not use them all or cast them all in the same way.
To be passed at the Meeting, an Extraordinary Resolution requires a majority
of at least 75 per cent. of the votes cast.
An Extraordinary Resolution shall be binding on all the ETP Securityholders,
whether or not present at the meeting and each of them shall be bound to give
effect to it accordingly. The passing of an Extraordinary Resolution shall be
conclusive evidence that the circumstances justify its being passed. The
Issuer shall give notice of the passing of an Extraordinary Resolution to ETP
Securityholders within 14 calendar days but failure to do so shall not
invalidate such an Extraordinary Resolution.
Subject to the quorum for the Meeting being satisfied and the Extraordinary
Resolution being passed at the Meeting by a majority of at least 75 per cent.
of the votes cast and all relevant documents being executed, the Proposal will
become effective and the ETP Securityholders will be notified thereof by the
Issuer in accordance with the Conditions.
This notice is given by:
Leverage Shares plc
___________________
Dated 26 October 2022
Contact details:
Apex IFS Limited
2(nd) Floor, Block 5
Irish Life Centre
Abbey Street Lower
Dublin 1
D01 P767
ANNEX 1
FORM OF EXTRAORDINARY RESOLUTION
"THAT this meeting of the holders of the Leverage Shares 3x Roku ETP
Securities of Leverage Shares plc currently outstanding (the "ETP
Securityholders", the "ETP Securities" and the "Issuer" respectively)
constituted by the master trust deed originally dated 5 December 2017 as most
recently amended and restated on 16 August 2022 and as supplemented by a
supplemental trust deed dated 15 June 2021 (the "Trust Deed") made between,
among others, the Issuer and Apex Corporate Trustees (UK) Limited (the
"Trustee") as trustee for the ETP Securityholders hereby resolves by way of
Extraordinary Resolution to:
1. assent to the Consolidation and to waive any breach or
default of the Conditions or any of the Programme Documents occurring up to
the date hereof which has arisen in relation or as a consequence of the First
Matter and/or the Second Matter (collectively the "Proposed Amendments") and
authorise and direct the Trustee to concur and agree to the Proposed
Amendments and authorise and direct the Trustee and the Issuer, where
applicable, to execute the Consolidation Supplemental Trust Deed (the matters
referred to above, the "Proposal");
2. sanction every abrogation, modification, variation,
compromise or arrangement in respect of the rights of the ETP Securityholders
appertaining to the ETP Securities, whether or not such rights arise under the
Trust Deed, involved in or resulting from or effected by the Proposal and its
implementation;
3. authorise, direct, request and empower the Trustee and the
Issuer to concur in the Proposal and, in order to give effect thereto and to
implement the same, to execute the Consolidation Supplemental Trust Deed and
to execute and do, all such other deeds, instruments, acts and things as may
be necessary, expedient, desirable or appropriate to carry out and give effect
to this Extraordinary Resolution and the implementation of the Proposal;
4. discharge and exonerate the Trustee and the Issuer from all
and any liability for which they may have become or may become responsible
under the Trust Deed or the ETP Securities in respect of any act or omission
in connection with the Proposal, its implementation or this Extraordinary
Resolution and its implementation;
5. irrevocably and unconditionally waive any claim that we may
have against the Trustee as a result of anything done or omitted to be done by
the Trustee in good faith in connection with this (i) Extraordinary
Resolution, (ii) the Consolidation, (iii) the Consolidation Supplemental Trust
Deed, (iv) the Proposed Amendments and/ or (v) the Proposal;
6. indemnify the Trustee, on demand, against any cost, loss or
liability incurred in connection with (i) any act (or omission to act) or step
implementing this Extraordinary Resolution, (ii) the Consolidation, (iii) the
Consolidation Supplemental Trust Deed, (iv) the Proposed Amendments and/ or
(v) the Proposal; unless such cost, loss or liability has been caused by the
Trustee's fraud, gross negligence or wilful default; and
7. acknowledge that capitalised terms used in this
Extraordinary Resolution have the same meanings as those defined in the Notice
of Meeting and/ or the Trust Deed (including the Conditions of the ETP
Securities), unless otherwise defined herein or unless the context otherwise
requires."
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