| Lyxor International Asset Management (MGTL) Lyxor International Asset Management: Regulatory structure change 16-March-2018 / 13:58 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
Paris, the 8th of March 2018
INFORMATION NOTICE FOR UNIT-HOLDERS OF THE LYXOR DJ GLOBAL TITANS 50 UCITS ETF fund
Dear unit-holder,
According to our records you hold units in the FCP fund Lyxor DJ Global Titans 50 UCITS ETF (hereinafter the "Absorbed Fund").
In order to provide investors with an investment vehicle that offers a corporate governance structure and is easier to manage in terms of accounting, at the request of Lyxor International Asset Management (hereafter "LIAM") the decision was made to merger this FCP fund into Lyxor DJ Global Titans 50 UCITS ETF, a sub-fund (hereafter the "Absorbing Sub-fund") of the SICAV fund MULTI UNITS FRANCE (MUF).
This merger by absorption will transfer all of the Absorbed Fund's assets to the Absorbing Sub-fund.
When the merger is completed, the Absorbed Fund unit-holders will be shareholders of MULTI UNITS FRANCE, a SICAV fund.
This merging operation will not modify the investment strategy for the unit-holders of the absorbed fund.
The replication and investment methods of the Absorbed Fund and the Absorbing Sub-fund are identical, since the investment strategy for both is to achieve the highest possible correlation with the performance of the benchmark index using a direct replication method, which means that the Absorbing Sub-fund will enter into one or more over-the-counter swap agreements to enable it to achieve its investment objective.
All other characteristics of the Absorbed Fund and the Absorbing Sub-fund are also identical, including the investment policy and strategy, the typical investor profile, the risk profile, the frequency of net asset value calculation, trading days, the accounting currency, the requirements for submitting subscription and redemption orders, share/unit category characteristics, fees and expenses and the method used to determine the overall risk exposure.
This merger by absorption was approved by l'Autorité des marchés financiers (AMF) on the 8th of February 2018.
The Absorbed Fund in an undertaking for the collective investment in transferable securities (hereafter "UCITS") that is classed as a "Global Equities" fund and which was approved by the AMF on 9 August 2002 and created on 7 September 2002. LIAM is the Absorbed Fund's management company and Société Générale is its depositary.
The Absorbing Sub-fund is a "Global Equities" UCITS which was approved by the AMF the 8th of February 2018 and which will be created on the Merger Date (as defined below). LIAM will be its asset manager by delegation and Société Générale will be its depositary.
Unless you decide otherwise, your units i the Absorbed Sub-fund will be automatically merged into the Absorbing Sub-fund on the 23 March 2018 (the "Merger Date").
During a period of 30 calendar days after the date of this information notice, primary market investors (i.e. who/which subscribe for and redeem units directly from LIAM) may redeem their units from LIAM and/or from the depositary without having to pay a redemption fee, provided that they comply with the minimum redemption requirements specified in the Absorbed Fund's prospectus.
As always, LIAM will of course charge no subscription or redemption fee on the purchase or sale of the Absorbed Fund's units on any exchange where they are listed (i.e. in the secondary market).
Please note that in order to complete this merger by absorption, the subscriptions and redemptions of the Absorbed Fund's units on the primary market will be suspended as of 19 March 2018 as 6:30pm (Paris time). However, the Absorbed Fund's units may still be bought and sold up to the Merger Date.
Lastly, for operational reasons, subscriptions and redemptions of the Absorbing Sub-fund shares on the primary market will not be accepted on the first business day after the Merger.
This merger by absorption will not modify the risk profile for unit-holders in the Absorbed Fund. The risk-return profile is modified: NO The risk-return profile is increased: NO Expenses are increased: NO
As stated in section 1 "The Operation", the merger's unique impact for unit-holders will be the transfer from a contractual structure (FCP) into a corporate structure (SICAV).
You will find the calendar for this merger by absorption in Schedule 1, information on the exchange of units in Schedule 2, and a comparison between Absorbed Fund and Absorbing Sub-fund characteristics in Schedule 3.
Investors should note that if an Absorbed Fund unit class is listed on an exchange, the corresponding Absorbing Sub-fund share class is or will be listed on the same exchange.
Unlike an FCP common fund, whose unit-holders have none of the rights of shareholders, a SICAV open-ended investment company can issue shares in response to investor demand. Upon completion of this merger you will therefore become a shareholder of the MULTI UNITS FRANCE SICAV and will be entitled to express your opinion at annual and extraordinary shareholder meetings. Investors should also note that the merger may affect their personal tax situation since the Absorbed Fund is an FCP common fund and was therefore formed under contract law (whereas the Absorbing Sub-fund is a SICAV open-ended investment company), and as a result of the merger by absorption itself. Investors are therefore invited to consult with their usual advisor as to the eventual consequences the merger by absorption may have on their personal situation. LIAM recommends that investors carefully read the "Risk Profile" section of the Absorbing Sub-fund's prospectus and the "Risk and Return Profile" section of its Key Information for Investors Document (KIID). The KIID and the prospectus are both available in French and free of charge at www.lyxoretf.com or from client-services-etf@lyxor.com.
The management company will provide unit-holders, upon request, with additional information on the merger, a copy of the independent auditor's report, a copy of the depositary's report and a copy of the merger agreement.
If you need any more information you should contact your advisor.
We thank you for your trust and loyalty.
Yours faithfully The Chairman
Schedule 1: Merger calendar
APPENDIX 2: Information on the merger
As shown on the merger calendar (see Schedule 1 above), the Absorbed Fund in which you hold units will be merged into the Absorbing Sub-fund on 23 March 2018 (the "Merger Date"). This merger was approved by the AMF on the 8th of February 2018.
All of the Absorbed Fund's assets and liabilities will be transferred to the Absorbing Sub-fund. The Absorbed Fund will automatically be dissolved on the merger completion date.
The Absorbing Sub-fund will be created by contributing all of the Absorbed Fund's assets at the merger completion date. In exchange for the assets contributed, the Absorbing Sub-fund will issue shares that will be attributed to the investors in the Absorbed Fund. For each unit class held in the Absorbed Fund there will be issued a corresponding share class in the Absorbing Sub-fund of equivalent value as at 23 March 2018. The Absorbing Sub-fund share class will be created on 23 March 2018 at an initial net asset value that is equivalent to the net asset value of the Absorbed Sub-fund's unit class at that date. There will therefore be no odd lots nor cash adjustments since the merger will involve the exchange of one Absorbed Fund unit for one Absorbing Sub-fund share of equal value.
The independent auditor will furthermore certify the accounts of the Absorbed Fund and the Absorbing Sub-fund respectively, on the date specified for valuation.
Société Générale, the depositary, will process the exchange of the Absorbed Fund's units for the Absorbing Sub-fund's shares.
The depositary will also inform the Euroclear France members that hold the accounts of the former Absorbed Fund investors of the number of Absorbing Sub-fund shares to which they are entitled.
Lastly, LIAM will bear all merger expenses. Tax consequences of the merger by absorption (for investors having their fiscal domicile in France)
The merger transaction described in this letter is subject to the laws in effect on the Merger Date.
Accordingly, the tax regime that applies to the exchange of units depends on the unit-holder's fiscal category as shown below. Unit-holders may also be subject to disclosure requirements in some cases.
Resident natural person unit-holders: taxation is deferred (pursuant to Article 150-0 B of the French general tax code) provided that any cash adjustment paid to the client is less than 10% of the nominal value of the securities received. Capital gains are taxed in the year of the merger, up to the amount of this cash adjustment. The net income from the exchange of securities (excluding the capital gain up to the amount of the cash adjustment) is not taxed in the year of the merger but is taxed in the year in which the shares received in exchange are sold. The shares exchanged are accordingly not included in the calculation of total portfolio securities sold to determine whether the limit for declaring security sales has been breached.
The capital gain upon the future sale or redemption of the fund shares received in exchange will be determined on the basis of the purchase price of these shares, minus any cash adjustment received or plus any cash adjustment paid.
Sole proprietor shareholders whose income tax is based on their actual industrial, commercial or agricultural income: taxation is deferred. These taxpayers are treated either as resident natural person taxpayers (i.e. the shares are included in their personal assets) or are taxed on the basis of their professional capital gains (the shares are included in their professional assets). In both cases, the net income from the exchange of shares is not taxed in the year of the merger, but is taxed in the year in which the fund shares received in exchange are sold. Regarding the professional capital gain (PCG): only the part of the PCG that corresponds to a cash adjustment (if one is paid) will be immediately taxable. Upon the future sale or redemption of the fund shares received in exchange, the PCG will be calculated as of the date these shares were received and at their initial purchase price.
Legal-entity shareholders subject to corporate income tax: taxation is deferred (pursuant to Article 38-5 bis of the French general tax code). Only the part of the capital gain that corresponds to a cash adjustment received is immediately taxable. The net income from the exchange of shares (excluding any cash adjustment) is not included in the taxable income of the year of the merger but is included in that of the year in which the fund shares received in exchange are sold. However, when an investor is subject to Article 209 OA of the French general tax code, the taxation of the valuation adjustments of the fund shares reduces the actual applicability of the tax deferral since the valuation adjustments have already been taxed and include some or all of the capital gain on the exchange of shares for the merger. Non-profit institution unit-holders that meet the requirements of Article 206-5 of the French general tax code and non-resident unit-holders: these investors are not subject to taxation in France in relation to this merger transaction (pursuant to Article 244 bis C of the French general tax code).
Sale of odd-lot units
A sale of units in the Absorbed Fund that are not exchanged (i.e. an "odd lot") is considered to be a sale of units from which any net income is immediately taxable under the rules that generally apply to the taxation of capital gains. More specifically, the taxation of any net income on the units exchanged within the limits of the share-exchange ratio may be deferred, whereas any surplus units are considered to be sold and the net income from their sale is immediately taxable.
Schedule 3: Comparison of Absorbed Fund and Absorbing Sub-fund characteristics
The issuer - Lyxor International Management - confirms that the application(s) do(es) not fall under Articles 5.1 or 5.2 of Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine (as amended by Council Regulation (EU) No 960/2014 of 8 September 2014, published in the Official Journal of the EU on 12 September 2014). |
| ISIN: | FR0007075494 |
| Category Code: | MSCL |
| TIDM: | MGTL |
| OAM Categories: | 3.1. Additional regulated information required to be disclosed under the laws of a Member State |
| Sequence No.: | 5312 |
| End of Announcement | EQS News Service |
| |
665107 16-March-2018
