Wir informieren Sie über die Änderung der vertraglichen Bedingungen des folgenden Fonds:
| Fondsname | WKN | ISIN |
|---|---|---|
| Platinum UCITS Funds SICAV – Quaesta Capital Global Opportunities A | A1KDFF | LU0860367977 |
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FFB-Vertriebspartnerbetreuung
Information to the shareholders of the Company’s sub-fund
White Fleet – Quaesta Capital Global Opportunities Fund
(the “Merging Sub-Fund”)
The board of directors of the Company (the “Board of Directors”) would like to inform the shareholders of the Merging Sub-Fund that it has decided to merge the Merging Sub-Fund into the new sub-fund Platinum UCITS Funds SICAV – Quaesta Capital Global Opportunities (the “Receiving Sub-Fund”), a sub-fund of Platinum UCITS Funds SICAV (the “Receiving Company”) (the “Merger”).
The Merger will be accomplished by transferring all assets and liabilities of the Merging Sub-Fund to the Receiving Sub-Fund which will be launched upon the Merger.
1. Background and Motivation for the Merger
The Merger has been decided by the Board of Directors of the Merging Company in accordance with article 27 of the articles of incorporation of the Merging Company and as further described in section 11 of the prospectus.
The Merging Sub-Fund was created as an additional sub-fund of the Merging Company at the initiative of Quaesta Capital AG, Huobstraße 9, CH-8808 Pfäffikon, Switzerland (the “Investment Manager”), acting as investment manager of the Merging Sub-Fund.
In the view of the Investment Manager, investors of the Merging Sub-Fund will benefit from the flexible pricing policies (i.e. low to no minimum fees to mitigate expense “drag” on performance) offered by the Receiving Company, which the Investment Manager believes will help to attract new investors, benefit the performance of the sub-fund and in general allows the sub-fund to continue to grow. Service quality and capabilities will not be compromised as a result of the merger. There will be no change to investment management and/or to the investment team.
The Board of Directors believes that due to the above mentioned reasons, the Merger is in the interest of the shareholders.
2. Effective Date
The effective date of the Merger will be 1 November 2015 (the “Effective Date”).
3. Impact of the Merger on the shareholders of the Merging Sub-Fund The investment objective and investment policy of the Merging Sub-Fund and the Receiving Sub-Fund is the same, although the investment policy is not drafted in an identical manner. Specifically, the references to the general part of the prospectus have been adapted to reflect the particularities of the prospectus of the Receiving Company. In addition, the investment policy has been clarified to reflect that the sub-fund ”may take exposures of up to 49% of its net assets to currencies, predominantly investing in financial derivative instruments referencing currencies” and that “investments in commodities will not exceed 35% of the sub-fund’s assets”.
No rebalancing of the Merging Sub-Fund’s or of the Receiving Sub-Fund’s portfolios will be undertaken before or after the Effective Date. Therefore, no divergences or consequences should result for the shareholders in this context. Redemptions will be accepted within the Merging Sub-Fund 2
for the last time on 23 October 2015, subscriptions until and including 27 October 2015. Please refer to section 4 below for further details on subscriptions and redemptions.
From the Effective Date of the Merger, the shareholders of the Merging Sub-Fund will be shareholders of the Receiving Sub-fund and may exercise their rights against the Receiving Company.
Each shareholder in the Merging Sub-Fund will receive, on the Effective Date, in exchange for the shares held by such shareholder in the Merging Sub-Fund, the same number of shares in the Receiving Sub-Fund on the basis of a merger exchange ratio of 1:1 at an initial issue price which corresponds to the net asset value of the corresponding share class of the Merging Sub-fund as of 30 October 2015 determined on 2 November 2015 (the “Date of Calculation of the Exchange Ratio”).
The shareholders of the Merging Sub-Fund will become shareholders of the same share class with the same reference currency in the Receiving Sub-Fund. To further evaluate the impact of the merger on shareholders, please consult the following table illustrating the similarities and differences between the Merging Sub-Fund and the Receiving Sub-Fund.
The calculation of the performance fee to which the Investment Manager is entitled (the “Performance Fee”) and the calculation periods for the Merging Sub-fund and the Receiving Sub-fund are identical.
The payment of the performance fee is each time subject to a high water mark. The high water mark ensures that investors will not be charged a Performance Fee until any previous losses are recovered.
As the Date of Calculation of the Exchange Ratio coincides with the end of the current performance fee period (quarterly), it will be calculated according to the regular rules and be reflected accordingly in the net asset value of the Merging Sub-Fund as of the Date of Calculation of the Exchange Ratio.
Shareholders of the Merging Sub-fund will continue to benefit from previous high water mark of the relevant share class of the Merging Sub-fund. The high water mark as of the Date of Calculation of the Exchange Ratio will be kept and carried forward to the Merging Sub-Fund.
Although the tax regime of the Receiving Company will be identical to the tax regime of the Merging Company, the Merger may create tax consequences for the shareholders concerned. Therefore, shareholders are advised to consult their professional advisers about the consequences of the Merger on their individual tax position.
4. Procedural aspects of the merger
The Merger will become effective on 1 November 2015 and requires no resolution on the part of the shareholders. The unamortised costs of the Merging Sub-fund will be transferred as a liability to the Receiving Sub-Fund. Any accrued but unpaid income in the Merging Sub-fund will be carried forward to the Receiving Sub-Fund.
The redemption of shares of the Merging Sub-Fund will be suspended from 26 October 2015.
Redemption requests which are received by the central administration, registrar and transfer agent of the Merging Company, Credit Suisse Fund Services (Luxembourg) S.A. (the “Central Administration”) before 3.00 p.m. on 23 October 2015 will be accepted for the valuation day 27 October 2015. Any request for redemption received by the Central Administration thereafter will not be accepted anymore.
Subscription requests will be accepted until and including 27 October 2015 for the valuation day 27 October 2015, if they are received by the Central Administration before 3.00 pm on 27 October 2015.
Any request for subscription received by the Central Administration thereafter will not be accepted anymore. As of 1 November 2015, the shareholders of the Merging Sub-Fund may exercise their rights against the Receiving Sub-Fund.
Further to the merger becoming effective, subscription and redemption requests can be submitted to the central administration, registrar and transfer agent of the Receiving Company as from 2 November 2015, which will be treated in accordance with the rules for subscriptions and redemptions applicable to the Receiving Company and Receiving Sub-Fund.
The first valuation day of the Receiving Sub-Fund will be 2 November 2015. The net asset value of the Receiving Sub-Fund as of 2 November 2015 will be determined and published on 3 November 2015.
