DJ Amundi Index Solutions: NOTICE TO SHAREHOLDERS: Lyxor MSCI EMU ESG Leaders Extra (DR) UCITS ETF
Amundi Index Solutions (SHRE) Amundi Index Solutions: NOTICE TO SHAREHOLDERS: Lyxor MSCI EMU ESG Leaders Extra (DR) UCITS ETF 20-Oct-2022 / 12:20 CET/CEST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
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Paris, October 12, 2022
Dear Sir/Madam,
We are pleased to count you as a shareholder in Lyxor MSCI EMU ESG Leaders Extra (DR) UCITS ETF.
Your Lyxor MSCI EMU ESG Leaders Extra (DR) UCITS ETF will be absorbed on November 18, 2022 by Amundi Index MSCI EMU SRI PAB which is a sub-fund of the Amundi Index Solutions SICAV. In concrete terms, this means that you will now hold shares in Amundi Index MSCI EMU SRI PAB sub- fund to replace your shares in Lyxor MSCI EMU ESG Leaders Extra (DR) UCITS ETF.
The details of this operation are explained in the attached document entitled "Notice to Shareholders: Lyxor MSCI EMU ESG Leaders Extra (DR) UCITS ETF". This notice, which has been approved by the CSSF, provides all the information required for these operations by the regulations in force. This full and accurate document allows you to familiarize yourself with the potential implications of this operation for your investment. We therefore recommend that you read it carefully.
Your usual financial adviser will be glad to provide any additional information you may require.
Further information can also be found on www.amundietf.com or through our client services department at (+352) 26 86 80 80 or via e-mail at info@amundi.com.
Thank you for placing your confidence in us. Yours faithfully, AMUNDI ASSET MANAGEMENT
Arnaud Llinas
Director - ETF, Indexing & Smart Beta
Siège social: 91-93, boulevard Pasteur - 75015 Paris - France
Adresse postale: 91-93, boulevard Pasteur - CS 21564 - 75730 Paris Cedex 15 - France Tél.: +33 (0)1 76 33 30 30 - amundi.fr
Société par Actions Simplifiée - SAS au capital de 1 143 615 555 euros - 437 574 452 RCS Paris Société de Gestion de Portefeuille agréée par l'AMF (Autorité des Marchés Financiers) n° GP 04000036 Multi Units Luxembourg
Société d'Investissement à Capital Variable Registered office: 9, rue de Bitbourg, L-1273 Grand Duchy of Luxembourg
R.C.S. de Luxembourg B115129
Luxembourg, October 12, 2022
NOTICE TO SHAREHOLDERS: Lyxor MSCI EMU ESG
Leaders Extra (DR) UCITS ETF
Proposed Merger of
"Lyxor MSCI EMU ESG Leaders Extra (DR) UCITS ETF" (the "Absorbed Sub- Fund") into "Amundi Index MSCI EMU SRI PAB" (the "Receiving Sub-Fund")
What this notice includes:
-- Explanatory letter of the proposed merger
-- Appendix I: Key differences and similarities between the Absorbed Sub-Fund and the Receiving Sub-Fund
-- Appendix II: Comparison of the features of the merging share class(es) of the Absorbed Sub-Fund and thecorresponding receiving share class(es) of the Receiving Sub-Fund
-- Appendix III: Timeline for the proposed merger
Dear Shareholder,
As part of the ongoing review of the product range competitiveness and client interest assessment, it has been decided to proceed with the merger between: 1. Lyxor MSCI EMU ESG Leaders Extra (DR) UCITS ETF, a sub-fund of the Luxembourg UCITS- SICAV Multi UnitsLuxembourg in which you own shares (the "Absorbed Sub-Fund");
and 2. Amundi Index MSCI EMU SRI PAB, a sub-fund of the Luxembourg UCITS-SICAV Amundi Index Solutions, havingits registered office at 5, allée Scheffer, L-2520 Luxembourg and registered with the Luxembourg Trade andCompanies Register under number B206810 (the "Receiving Sub- Fund");
(the "Merger").
This notice is issued and sent to you to provide appropriate and accurate information on the Merger to enable you to make an informed judgement of the impact of the Merger on your investment.
Please note that the Merger will be processed automatically on the date indicated in Appendix III (the "Merger Effective Date"). It is not subject to your prior approval, vote or consent.
If you do not wish to participate to the Merger however, you can request the redemption or the conversion of your shares in the Absorbed Sub-Fund in accordance with paragraph C. of this notice. Otherwise, your shares in the Absorbed Sub-Fund will automatically be converted into shares of the Receiving Sub-Fund of which you will become shareholder as from the Merger Effective Date in accordance with the terms and conditions of this notice.
Please take a moment to review the important information below. Should you have any question with respect to this notice or the Merger, please contact the management company by mail sent at: Amundi Asset Management S.A.S.
91-93, boulevard Pasteur
75015 Paris, France
Yours faithfully, The Board A. Comparison between the Absorbed Sub-Fund and the Receiving Sub-Fund and impact on shareholders
The Absorbed Sub-Fund and the Receiving Sub-Fund both are compartments of Luxembourg undertakings for collective investment in transferable securities (UCITS) of Amundi that exist under the form of a public limited company qualifying as an investment company with variable capital. Accordingly, shareholders in the Absorbed Sub-Fund and the Receiving Sub-Fund should generally benefit from similar investor protection and shareholders rights.
The Absorbed Sub-Fund and the Receiving Sub-Fund share similar key features, including target asset class(es), geographic exposure and management process but differ in some respect notably regarding certain service providers. Although they do not seek to track the same index, the Absorbed Sub-Fund and the Receiving Sub-Fund both offer exposure to large and mid-cap companies, across developed European Economic and Monetary Union ("EMU") countries, issued by companies selected based on an ESG approach. Shareholders in the Absorbed Sub-Fund should benefit from the increased investment capacity in the Receiving Sub-Fund and the economies of scale this Merger should allow to achieve, while getting exposure to the same target asset class(es).
Absorbed Sub-Fund Receiving Sub-Fund
Index MSCI EMU Select ESG Rating and Trend Leaders Net MSCI EMU SRI Filtered PAB Index
Return EUR Index
Investment The investment objective of Absorbed The objective of the Receiving Sub-Fund is
Objective Sub-Fund is to track both the upward to track the performance of MSCI EMU SRI
and the downward evolution of the Filtered PAB Index (the "Index"), and to
MSCI EMU Select ESG Rating and minimize the tracking error between the net
Trend Leaders Net Return EUR Index asset value of the Receiving Sub-Fund and
(the "Benchmark Index") denominated the performance of the Index. The
in Euro, while minimizing the volatility Receiving Sub-Fund aims to achieve a
of the difference between the return of level of tracking error of the Sub-Fund and
the Absorbed Sub-Fund and the its Index that will not normally exceed 1%.
return of the Benchmark Index (the
"Tracking Error").
The anticipated level of the Tracking
Error under normal market conditions
is expected to be up to 0.50%.
The exposure to the Index will be achieved through a
direct replication, mainly by making direct
investments in transferable securities and/or other
eligible assets representing the Index constituents in
The Absorbed Sub-Fund seeks to achieve its a proportion extremely close to their proportion in
objective via a direct replication, by investing the index.
primarily in the securities comprising the
Benchmark Index. The Investment Manager will be able to use derivatives
Investment in order to deal with inflows and outflows and also if
Policy To optimize the Benchmark Index replication, the it allows a better exposition to an Index constituent.
Absorbed Sub-Fund may use a sampling In order to generate additional income to offset its
replication strategy and may also engaged in costs, the Receiving Sub-Fund may also enter into
securities lending. The potential use of these securities lending operations.
techniques is published on Amundi's website:
www.amundietf.com. The Receiving Sub-Fund integrates sustainability risks
as outlined in more
detail in section "Sustainable Investment" of the
prospectus.
Appendix I to this notice provides additional information on the key similarities and differences between the Absorbed Sub-Fund and the Receiving Sub-Fund. Shareholders are also invited to carefully read the description of the Receiving Sub-Fund in its prospectus and relevant key investors information document (KIID), which will be available on the following website: www.amundietf.com.
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DJ Amundi Index Solutions: NOTICE TO SHAREHOLDERS: -2-
The Merger of the Absorbed Sub-Fund into the Receiving Sub-Fund may have tax consequences for certain shareholders. Shareholders should consult their professional advisers about the consequences of this Merger on their individual tax position. B. Portfolio Rebalancing
Prior to the Merger Effective Date, the Absorbed Sub-Fund's portfolio will be rebalanced to align with the Receiving Sub-Fund's portfolio in view of the Merger. Such an operation will occur over the Absorbed Sub-Fund Freezing Period (as described in Appendix III), depending on the market conditions and in the best interest of the shareholders, and will end on the Merger Effective Date.
The part of the Absorbed Sub-Fund's portfolio affected by such rebalancing depends on the similarities and differences between the respective investment objective and investment policy of the Receiving Sub-Fund and of the Absorbed Sub-Fund.
During such short period before the Merger, the Absorbed Sub-Fund may not be able to comply with its investment limits and investment objective. As a result, there is a risk that the performance of the Absorbed Sub-Fund may deviate from its expected performance for a short-term period before the Merger Effective Date.
The Absorbed Sub-Fund will bear any transaction costs associated with such operation as and when incurred. Shareholders who remain in the Absorbed Sub-Fund during this period will therefore be subject to the rebalancing costs. C. Terms and Conditions of the Merger
On the Merger Effective Date, all the assets and liabilities of the Absorbed Sub-Fund will be transferred to the Receiving Sub-Fund and shareholders of the Absorbed Sub-Fund who have not requested the redemption or the conversion of their shares in the Absorbed Sub-Fund in accordance with this paragraph C. will automatically receive registered shares of the relevant share class in the Receiving Sub-Fund and, if applicable, a residual cash payment. As from that date, such shareholders will acquire rights as shareholders of the Receiving Sub-Fund and will thus participate in any increase or decrease in the net asset value of the Receiving Sub-Fund.
The number of shares of the relevant share class in the Receiving Sub-Fund and, if applicable, the residual cash payment allocated to the shareholders of the Absorbed Sub-Fund will be determined on the basis of the Merger exchange ratio. The Merger exchange ratio will be calculated on the Merger Effective Date by dividing the net asset value per share of the relevant share class of the Absorbed Sub- Fund dated as at the Last Valuation Date (as defined in Appendix III) by net asset value per share of the corresponding share class of the Receiving Sub-Fund.
In accordance with the above provision, the respective net asset value per share of the Absorbed Sub- Fund and the Receiving Sub-Fund as at the Last Valuation Date will not necessarily be the same. Therefore, while the overall value of their holding should remain the same, shareholders may receive a different number of shares in the Receiving Sub-Fund than the number of shares they hold in the Absorbed Sub-Fund.
Should the application of the exchange ratio result in an allocation of fractional shares in the Receiving Sub-Fund to a shareholder of the Absorbed Sub-Fund, the value of such holding following the application of the Merger exchange ratio will be rounded down to the nearest whole share and the value of the fractional entitlement will be distributed to the relevant shareholder by way of a residual cash payment in the base currency of the Absorbed Sub-Fund. Residual cash payments, where applicable, will be made to shareholders of the Absorbed Sub-Fund as soon as reasonably practicable after the Merger Effective Date. The time(s) at which shareholders of the Absorbed Sub-Fund receive any such residual cash payments will depend on the timeframes and arrangements agreed between shareholders and their depositary, broker and/or relevant central securities depositary for processing such payments. Any accrued income in the Absorbed Sub-Fund will be included in the final net asset value of the Absorbed Sub-Fund and accounted for in the net asset value of the relevant share class of the Receiving Sub-Fund after the Merger Effective Date.
Appendix II to this notice provides a detailed comparison of the features of the share class of the Absorbed Sub-Fund and the corresponding share class of the Receiving Sub-Fund, which shareholders are invited to read carefully.
The cost of the Merger will be fully supported by the management company of the Receiving Sub-Fund.
In order to optimise the operational implementation of the Merger, no subscription, conversion and/or redemption orders relating to shares of the Absorbed Sub-Fund on the primary market will be accepted after the "Cut-Off Point" (as such term is defined in Appendix III). Orders received on the primary market after the Cut-Off Point will be rejected.
Shareholders who do not agree with the terms and conditions of this Merger have the right to redeem or convert their shares at any time free of charges (excluding redemption fees charged by the Absorbed Sub-Fund to cover divestment fees and except for the fees acquired by the Absorbed Sub-Fund to prevent dilution of shareholders investment) within 30 calendar days from the date of this notice. Nevertheless, for UCITS ETF share classes, placing an order on the secondary market will trigger costs over which the management company of the Absorbed Sub-Fund has no influence. Please note that shares that are purchased on the secondary market cannot generally be sold back directly to the Absorbed Sub-Fund. As a result, investors operating on the secondary market may incur intermediary and/or brokerage and/or transaction fees on their transactions, over which the management company of the Absorbed Sub-Fund has no influence. These investors will also trade at a price that reflects the existence of a bid-ask spread. Such investors are invited to contact their usual broker for further information on the brokerage fees that may apply to them and the bid-ask spreads they are likely to incur.
Such a redemption would be subject to the ordinary rules of taxation applicable to capital gains on the sale of transferable securities.
The Merger will be binding on all the shareholders of the Absorbed Sub-Fund who have not exercised their right to request the redemption or the conversion of their shares within the timeframe set out above. The Absorbed Sub-Fund will cease to exist on the Merger Effective Date and its shares will be cancelled. D. Documentation
The following documents are at the disposal of shareholders for inspection and for copies free of charge during normal business hours at the registered office of the Absorbed Sub-Fund: - the common terms of Merger; - the latest prospectus and KIID of the Absorbed Sub-Fund and the Receiving Sub-Fund; - copy of the merger report prepared by the auditor; - copy of the statement related to the Merger issued by the depositary of each of the Absorbed Sub- Fundand the Receiving Sub-Fund.
APPENDIX I
Key Differences and Similarities between the Absorbed Sub-Fund and the Receiving Sub-Fund
The following table presents the main features and differences between the Absorbed and Receiving Sub-Funds. Appendix II provides a comparison of the features of the merging share class(es) of the Absorbed Sub-Fund and the corresponding receiving share class(es) of the Receiving Sub-Fund.
Unless stated otherwise, terms in this document shall have the same meaning as in the prospectus of the Original UCITS or the Receiving UCITS. Information that crosses both columns is information that is the same for both sub-funds.
Absorbed Sub-Fund Receiving Sub-Fund
Sub-Fund Name Lyxor MSCI EMU ESG Leaders Extra (DR) UCITS ETF Amundi Index MSCI EMU SRI PAB
Multi Units Luxembourg Amundi Index Solutions
UCITS Name
and Legal Société d'Investissement à Capital Variable Société d'Investissement à Capital Variable
Form
Management Amundi Asset Management S.A.S. Amundi Luxembourg S.A.
Company
Investment Amundi Asset Management S.A.S.
Manager
Reference
Currency of EUR
the Sub-Fund
The investment objective of Absorbed Sub-Fund is to
track both the upward and the downward evolution of
the MSCI EMU Select ESG Rating and Trend Leaders Net The objective of the Receiving Sub-Fund is to track
Return EUR Index (the "Benchmark Index") denominated the performance of MSCI EMU SRI Filtered PAB Index
in Euro, while minimizing the volatility of the (the "Index"), and to minimize the tracking error
difference between the return of the Absorbed between the net asset value of the Receiving
Sub-Fund and the return of the Benchmark Index (the Sub-Fund and the performance of the Index. The
"Tracking Error"). Receiving Sub-Fund aims to achieve a level of
tracking error of the Sub-Fund and its Index that
Investment The anticipated level of the Tracking Error under will not normally exceed 1%.
Objective normal market conditions is expected to be up to
0.50%.
The Absorbed Sub-Fund seeks to achieve its objective The exposure to the Index will be achieved through a
via a direct replication, by investing primarily in direct replication, mainly by making direct
Management the securities comprising the Benchmark Index. investments in transferable securities and/or
Process other eligible assets
representing the Index constituents in a proportion
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