State Street hat uns darüber informiert, dass folgende Fonds zum 02. Mai 2016 fusionieren. Die Anteile des „abgebenden Fonds“ gehen damit in dem „aufnehmenden Fonds“ auf. Das Umtauschverhältnis wird von der Fondsgesellschaft vorgegebenen und am Fusionstag bekannt gemacht.
| Abgebender Fonds | ISIN | WKN | ISIN |
|---|---|---|---|
| SSgA Consumer Staples Index Equity Fund |
FR0000018491 | SPDR MSCI World Consumer Staples UCITS ETF |
IE00BYTRR756 |
| SSgA Consumer Discretionary Index Equity Fund |
FR0000018582 | SPDR MSCI World Consumer Discretionary UCITS ETF |
IE00BYTRR640 |
| SSgA Consumer Discretionary Index Equity Fund |
FR0000018475 | SPDR MSCI World Energy UCITS ETF |
IE00BYTRR863 |
| SSgA Utilities Index Equity Fund | FR0000018467 | SPDR MSCI World Utilities UCITS ETF |
IE00BYTRRH56 |
| SSgA EMU Index Real Estate Fund |
FR0000018590 | SPDR FTSE EPRA Europe ex UK Real Estate UCITS ETF |
IE00BSJCQV56 |
Fondsanteile des „abgebenden Fonds“ können über die FFB bis zum 20. April 2016 gekauft und zurückgegeben werden.
Bei der Fondszusammenlegung verfahren wir nach dem Vorschlag der Fondsgesellschaft. Pläne in den „abgebenden Fonds“ werden automatisch auf den „aufnehmenden Fonds“ umgestellt und dort fortgeführt. Beachten Sie hierbei jedoch eventuell abweichende Anlageschwerpunkte. Soll zur Abdeckung der ursprünglich verfolgten Anlageziele ein anderer Fonds genutzt werden, benötigen wir einen neuen schriftlichen Auftrag.
Wir weisen darauf hin, dass die Verschmelzung für unsere gemeinsamen Kunden unter Umständen steuerliche Konsequenzen hat. Wir empfehlen den Kunden daher, sich bei ihrem Steuer- bzw. Finanzberater über die steuerlichen Auswirkungen zu informieren.
Kunden des aufnehmenden Fonds werden ebenfalls über die Fusion informiert.
Den dauerhaften Datenträger der Fondsgesellschaft haben wir Ihnen beigelegt. Für die Verwahrung und Administration von Anteilen und die Umsetzung von Aufträgen verweisen wir auf unsere allgemeinen Geschäftsbedingungen und unser Preis- und Leistungsverzeichnis.
Freundliche Grüße
FFB-Vertriebspartnerbetreuung
INFORMATION FOR SHAREHOLDERS OF THE SICAV
« SSgA Utilities Index Equity Fund »
ISIN Code P USD Share class: FR0000018467
ISIN Code I USD Share class: FR0010588129
ISIN Code I EUR Share class: FR0011129618
ISIN Code I NL EUR Share class: FR0011675404
ISIN Code B Share class: FR0011342641
Should the proposed merger be approved, shareholders in the SSgA Utilities Index Equity Fund would become shareholders in an Irish open-ended investment company with variable capital (public limited company). Please note that if the proposed merger is approved by the extraordinary general meeting, all matters and litigation relating to the rights and obligations of the shareholders linked to their holding in the Irish open-ended investment company with variable capital will be subject to the regulation, as well as the competence of, the courts of Ireland.
Paris, February 16th 2016
Dear Sir/Madam,
As a shareholder of SSgA Utilities Index Equity Fund (the “Absorbed Sub-fund”), a sub-fund of State Street Global Advisors Index Funds, an open-ended investment company with variable capital (the “French SICAV”), managed by State Street Global Advisors France S.A. (the “Management Company”), we would like to thank you for your trust in us. On proposal of the Management Company, the Board of Directors of the French SICAV has decided to proceed with the absorption merger of 10 sub-funds of the French SICAV by 10 sub-funds of SSgA SPDR ETFs Europe II plc (the “Irish Company”), an open-ended investment company incorporated in Ireland and compliant with the EC Directive 2009/65/EC, (the “Merger”).
It is proposed to merge the Absorbed Sub-Fund with SPDR MSCI World Utilities UCITS ETF (the “Absorbing Sub-fund”), a Sub-fund of the Irish Company.
The Absorbing Sub-fund is a sub-fund of an open-ended investment company with variable capital under Irish law, whose operating procedures may differ from those of a French SICAV. More specifically, the Absorbing Sub-Fund is an Exchange Traded Fund (“ETF”). An ETF is an exchange listed index fund which is traded in the same way as exchange listed company shares, and the Absorbing Sub-fund will have only one share class in comparison with the 5 share classes of the Absorbed Sub-fund, as indicated in the comparison table below.
1. The Merger transaction
The Merger transaction will be completed in accordance with Article 2 (1) (p) (i) of Directive 2009/65 / EC of the European Parliament and of the Council of 13 July 2009, as transposed into French and Irish law.
The Merger transaction is proposed in order to achieve enhanced operational efficiency and the expected benefits of the transaction include larger economies of scale for State Street Global Advisors. These benefits could ultimately result in a drop in the percentage of fixed costs linked to the amount of assets under management, which could be a benefit to the shareholders. However, in certain circumstances management fees and external management fees payable to the management company may increase as specified in the section “Impact of the 2.
Merger” below. The enhanced operational efficiency will be achieved by trimming administrative and operational expenses related to the management of the Absorbing Sub-funds. The Merger transaction should also result in an increase in the presence of diversified shareholders, which would reduce the effects on the portfolio and the remaining shareholders in the case of transfers on behalf of major shareholders. The Board of Directors of the French SICAV and the Board of Directors of the Irish Company have therefore decided to merge the Absorbed Sub-funds with the Absorbing Sub-funds. Please see further information on the changes brought about by reason of the merger over the page, and in particular the risk/reward profile.
The Merger has been approved by the French Financial Markets Authority (“AMF”) and the Central Bank of Ireland (“CBI”) (the supervisory authority over the Irish Company) on January 22 2016 and will occur on 2 May 2016 (the “Effective Date”). On the Effective Date, the Absorbed Sub-funds will tender the entirety of their assets and liabilities to the Absorbing Sub-funds and the shareholders of the Absorbed Sub-funds will receive shares of the Absorbing Sub-funds. In the event that the Merger would have consequences that do not correspond to your objectives, you can redeem your shares free of charge until April 25, 2016 at 11 am (Paris-time).
Thereafter, the subscription and redemption of your shares will be suspended until the Effective Date.
The management company of the Absorbed Sub-fund is State Street Global Advisors France S.A. The Irish Company is a self-managed fund and thus has not appointed a management company and has appointed State Street Global Advisors Limited as investment manager (the “investment manager”). State Street Global Advisors France S.A. will be responsible for managing the investments of the Absorbing Sub-fund, acting as the investment adviser (the “sub-investment manager”). Indeed, the financial management of the Absorbing Sub-fund will be delegated by State Street Global Advisors Limited to State Street Global Advisors France S.A. The Irish company is only statutorily responsible for the management and will be your direct or indirect contact particularly in relation to complaints.
2. Changes brought about by the Merger transaction
Risk profile: – Change in the risk/reward profile: YES,
– Increase in the risk/reward profile: YES,
It may be noted that the prospectus of the Absorbing Sub-fund describes the investment strategy/process in a manner that differs from the description of these elements in the prospectus of the Absorbed Sub-fund.
However, the investment by delegation of the Absorbing Sub-fund will, in the short term, implement a similar management practice, which may change over time. It is also emphasized that the description contained in the prospectus of the Absorbing Sub-fund describes a similar strategy, but allows the use of additional tools compatible with the applicable UCITS regulations in order to achieve the investment objective in exceptional circumstances. Any differences are due to practices in Ireland, where the investment strategy and investment processes are subject to a more extensive and detailed communication and not to a difference in classification and management process between the sub-funds.
The Absorbed Sub-fund and the Absorbing Sub-fund have the same classification and identical investment objectives and process. Both the Absorbed Sub-fund and the Absorbing Sub-fund aim to track as closely as possible the performance of the same index, the MSCI World Utilities Index and aim to achieve a tracking error of less than 1%.
The Absorbing Sub-fund has a Synthetic Risk-Reward profile Indicator (SSRI or global risk level indicator of a fund) below that of the Absorbed Sub-fund. The Absorbing Sub-fund has an SRRI of 5 on a scale of 7 while the Absorbed Sub-fund has an SRRI of 6 on a scale of 7, as mentioned in the Key Investor Information Documents (KIID).
The Absorbed Sub-fund specifies a recommended investment period of over five years and the Absorbing Sub-fund does not specify a recommended investment period.
As set out above, the Absorbing Sub-fund is an ETF and as a consequence, you will not be able to purchase or redeem the shares of the Absorbing Sub-fund in the same way you have purchased or redeemed the shares of the Absorbed Sub-fund, which is a conventional OPCVM mutual fund. The Absorbing Sub-fund’s shares need to be held by the shareholder in a securities account adapted to receive ETF shares. Therefore, you must hold such account, at least five days prior to the Effective Date, in order to receive the shares of the Absorbing Sub-fund.
3.
Given its ETF and exchange-traded status, applications and/or requests for subscription, redemption and conversion of Shares on the primary market can only be made ‘directly’ to the ETF by authorized participating dealers (each an “AP”). However, the Shares will be listed for secondary trading and as a new shareholder of the Absorbing Sub-fund you will be able to subscribe for the Shares and sell or otherwise deal in the Shares on the secondary market through a broker or financial advisor engaged or appointed by you.
When, following the Merger, you receive shares of the Absorbing Sub-fund, you will not be able to redeem these shares directly with the Absorbing Sub-fund except in exceptional circumstances as determined by the directors of the Irish Society, in situations such as but not limited to serious financial market disturbances. Furthermore, you can not subscribe for new shares directly with the Absorbing Sub-fund.
The main risk of investing in an ETF is the change of the underlying index. If the underlying index falls, the value of your portfolio will likely fall by the same amount. Furthermore, and as is the case for other shares traded on the stock exchange, the share price of an ETF in the secondary market may fluctuate depending on supply and demand. Consequently, the shares of an ETF may, within certain limits, trade above or below the net asset value per unit. Finally, brokerage fees and/or transfer taxes associated with the trading and settlement on the relevant stock exchange are generally added to the share’s trading price.
Listed Stock exchanges of the Absorbing Sub-fund: .The Absorbing Sub-fund was recently created and is not currently listed on any Stock Exchange. As of the Effective date, or shortly after, the directors of the Irish Company intend to list the shares of the Absorbing Sub-fund on the Stock exchanges mentioned here below:
– London Stock Exchange ;
– Deutsche Börse AG ;
– SIX Swiss Exchange.
Increase in fees: YES, as described below, depending on certain circumstances.
The Absorbing Sub-fund will initially only have 1 share class denominated in USD, in comparison with the Absorbed Sub-fund which has 5 different denominated share classes with each a different fee structure. The Absorbing Sub-fund has a single fixed fee, referred to as the Total Expense Ratio (the “TER”) and is already charged at its maximum fee of 0.30%.
Management fees and management fees outside the management company (including all fees except for transaction fees and fees linked to investments in mutual funds or investment funds) as set out in the prospectus will be higher in the Absorbing Sub-fund in comparison with the Absorbed Sub-fund, for the class B shareholders, unchanged for the class I NL EUR shareholders and lower for the class I USD, I EUR and P shareholders.
After deduction of fees and expenses paid to the Directors’ and Auditors’, (both of which are included in the TER), the balance is paid to State Street Global Advisors Limited for managing and operating the Absorbing Sub-fund.
This includes, The management fees and commissions of State Street Global Advisors Limited and all operational expenses of the Absorbing Sub-fund which includes, but is not limited to, fees and expenses of the custodian, administrator, and company secretary.
The TER for the Absorbing Sub-fund does not include extraordinary or exceptional costs (if any) as may arise from time to time, such as material litigation which will be paid for out of the assets of the Absorbing Sub-fund.
Neither does the TER include certain ongoing costs and expenses (including but not limited to transaction charges, stamp duty or other taxes, commissions and brokerage fees incurred with respect to the Absorbing Sub-fund’s investments, interest on borrowings and bank charges incurred in negotiating, effecting or varying the terms of such borrowings, or any commissions charged by intermediaries in relation to an investment in the Absorbing Sub-fund).
If the Absorbing Sub-fund’s expenses exceed the TER outlined below in relation to operating the Sub-fund, State Street Global Advisors Limited will cover any shortfall from its own assets. The Absorbing Sub-fund does not charge any entry or exit fees. However, shareholders buying or selling the Shares in the secondary market as mentioned above, will pay the secondary market price for the Shares and, in addition, may incur customary brokerage commissions, transaction charges, charges for direct registration for redemptions in exceptional circumstances, and/or transfer taxes associated with trading and settlement on the relevant stock exchange.
Annex 3 to this letter contains a comparative table of the main characteristics that have been changed. Annex 1 to this letter contains information on the calculation of the Merger parity, and finally, Annex 2 to this letter contains information on the taxation linked to the Merger impacting French residents in the Absorbed Sub-fund. All investors and in particular non-resident investors are advised to seek advice on their specific situation from their usual adviser.
Only the fees and expenses (included but not limited to legal, administrative and consultancy fees) related directly to the preparation and completion of the Merger will be borne by State Street Global Advisors Limited.
3. Things to remember for the investor
The statutory auditor of the French SICAV will report on the valuation of the Absorbed Sub-fund assets on the Effective Date. The statutory auditor of the Irish Company will prepare the report on the conditions of carrying out the Merger pursuant to applicable regulations. These reports will be kept available for shareholders, the AMF and the CBI. You may also access the report prepared by the statutory auditor of the French SICAV upon request to the Management Company.
Lastly, it is essential that you read the relevant Absorbing Sub-fund’s prospectus and KIID (contained in Annex 4) before you become a shareholder. Copies of these documents can be obtained from the Management Company’s head office at 23-25, rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex. These documents are also available at www.ssga.com and www.spdrseurope.com.
If you agree with this transaction, there is no further action to take as you will automatically become a shareholder of the Absorbing Sub-fund on the Effective Date. Assuming you agree, you can also start exercising your rights as a shareholder of the Absorbing Sub-fund from the Effective Date. Authorised participants may resume the subscription and redemption of shares in the Absorbing Sub-fund (primary market) as from the Effective Date.
Secondary market investors may effect transactions with respect to the shares in the Absorbing Sub-fund on the relevant stock exchanges (secondary market) as from the Effective Date.
5.
If you do not agree with this transaction, you can still redeem your shares at no cost until 25 April 2016 at 11:00 pm
(Paris time)
Yours faithfully,
_____________________
State Street Global Advisors France S.A.
