Invesco Markets III Plc - Result of EGM

At the Scheme Meeting held at 32 Molesworth Street, Dublin 2 on 16 November 2018 at 10:15 am, the resolution to approve the scheme of arrangement, as described in the circular issued to shareholders of the Company dated 19 October 2018 (the “Scheme”), was passed.  This shareholder circular is available on etf.invesco.com.

At the Extraordinary General Meeting of the Company held at 32 Molesworth Street, Dublin 2 on 16 November 2018 at 10:30 am, 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 Irish 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 towards the end of the last quarter of 2018 or in the first quarter of 2019, 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 on etf.invesco.com.

Background to the proposal to change the share settlement structure of the Company

The sub-funds of the Company are exchange traded funds 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 under this structure involves moving the participating shares between various CSDs, which is complex, costly and inefficient.

Currently the sub-funds of the Company do not use the ICSD model, as listed below:

*share class not admitted to trading on the London Stock Exchange

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.

Converting the sub-funds of the Company to the ICSD 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 effectiveness of the Scheme and adoption of the ICSD settlement model, to form a quorum (by itself) for class and general meetings of the Company.  In effect, the new Articles enable the common depositary’s nominee to vote shares registered in its name at class or general meetings (the quorum required would otherwise be two shareholders entitled to vote).

Further enquiries – please contact:   

Invesco:           +44 2033701184

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