Notice to the shareholders of Quest Management, SICAV – Quest Cleantech Fund Class A
|Quest Cleantech Fund Class A||
We, the board of directors of the Company (the "Board") would like to inform you about the proposed merger of the Merging Class into the Absorbing Class (the "Merger") as further described in the merger proposal dated 06 September 2021 (the "Merger Proposal").
An extraordinary general meeting of the shareholders of the Merging Class will be held on 15 October 2021 at 10:00 am (Luxembourg time) (the "EGM"), to decide on the Merger. If the shareholders of the Merging Class approve the Merger, the Merger will become effective on 15 October 2021 or on such other date determined at the EGM or reconvened EGM (if any) (the "Effective Date").
1. Rationale and background for the Merger
The Merging Class is the only share class within the Company applying a performance fee. It is not considered to be in the interest of the Merging Class or its investors to maintain a share class with performance fees, considering:
i. Changing regulation related to the use of performance fees;
ii. lncreasing reluctance among investors with regards to performance fees;
iii. The relatively small size of the Merging Class.
A Merger with the Absorbing Class is proposed for the following reasons:
- Many of the shareholders of the Merging Class originally invested in the sub-fund Quest Technology Fund (formerly Bullhound Global Technology Fund), which was merged with the only other sub-fund of the Company at the time, Quest Cleantech Fund. Digital/technology is one of the investment themes of the sub-fund Quest+;
- ii. The Absorbing Class has a relatively favourable investment management fee and total expense ratio, which is in the interest of the shareholders in the Merging Class.
2. Terms of the Merger
Subject to approval by the shareholders of the Merging Class at the EGM or any reconvened EGM, the Merger will be effected on the Effective Date.
The Merger will involve the transfer of all the assets and liabilities attributable to the Merging Class to the Absorbing Class. Shares in the Merging Class will be cancelled and shareholders will receive shares of the Absorbing Class, which will be issued without charge.
The exchange ratio of the Merger will be the result of the ratio between the net asset value of the Merging Class and the net asset value of the Absorbing Class.
Any accrued income in the Merging Class at the time of the Merger will be included in the calculation of its final net asset value per share, and such accrued income will be accounted for on an ongoing basis after the Merger in the net asset value per share of the Absorbing Class.
All new shares in the Absorbing Class will be issued in registered form
The registrar and transfer agent of the Company will allocate the new shares in the Absorbing Class to the former shareholders of the Merging Class, on the basis of the data contained in the register of shareholders of the latter on the Effective Date.
As from the Effective Date, shares in the Absorbing Class issued to shareholders of the Merging Class will carry the rights of shareholders in the Absorbing Class as described in the Company's prospectus.
As from the Effective Date, the Merging Class shall cease to exist and all its shares in issue shall be cancelled.
Subject to the approval by the shareholders of the Merging Class and upon the Effective Date, shareholders who have not redeemed their shares in the Merging Class will become shareholders of the Absorbing Class (even if they have voted against the proposal or if they did not vote at all) and will receive shares of the Absorbing Class.
Existing shareholders of the Merging Class who do not wish to participate in the Merger may redeem their shares, free of charge in accordance with the Company's prospectus, at any time prior to the Effective Date, i.e. until 4.pm. (Luxembourg time) on 14 October 2021.
3. Tax implications
The tax consequences of the Merger may vary depending on the law and regulation of your country of residence, citizenship, domicile or incorporation. lf you are in any doubt about your potential liability to tax as a result of the implementation of the Merger, you should consult your professional tax adviser.
4. Costs of the Merger
The expenses, charges and costs of the Merger will be borne by Capricorn Partners.
5. Availability of documents
The Merger Proposal and the KllD of the Absorbing Class (as attached to this notice), the most recent prospectus of the Company and copies of the report of the approved statutory auditor of the Company relating to the Merger may be obtained, free of charge, at the registered office of the Company, upon request.
If you have any queries about the proposed Merger or require any further information, please contact VP Fund Solutions (Luxembourg) SA Client Services at FundCliends_LUX@vpbank.com or +352 404 770 351.
6. Shareholder notice and approval
Approval of the Merger by shareholders of the Merging Class is required for the Merger to become effective. Such approval is to be given by the passing of a resolution approving the Merger at an extraordinary general meeting of the shareholders of the Merging Class.
As a result, all shareholders of the Merging Class are hereby convened to an extraordinary general meeting to be held on 15 October 2021 at 10:00 am (Luxembourg time), at the registered office of the Company to deliberate and vote on the following agenda (the "Meeting"):
Approval of the merger of Class A of the sub-fund Quest Cleantech Fund of the Company (the "Merging Class") into Class C of the sub-fund Quest+ of the Company (the "Absorbing Class") and more specifically, on the basis of the merger proposal explaining and justifying the proposed merger dated 06 September 2021 (the "Merger Proposal") and more particularly
- approval of the merger as detailed in the Merger Proposal (the "Merger");
- determination of 15 October 2021 or such other date as the extraordinary general meeting of the shareholders of the Company shall decide, upon the chairman's proposal as the effective date of the Merger (the "Effective Date");
- resolution that, on the Effective Date of the Merger, the assets and liabilities attributable to the Merging Class will be automatically transferred to the Absorbing Class as detailed in the Merger Proposal;
- resolution that, on the Effective Date, the Absorbing Class will issue to the shareholders of the Merging Class, shares in the Absorbing Class as detailed in the Merger Proposal; and
- to state that, as a result of the Merger, the Merging Class shall cease to exist on the Effective Date and all its shares in issue shall be cancelled.
The following documents are at the disposal of shareholders for inspection and copies may be obtained by shareholders, free of charge, at the registered office of the Company:
- the Merger Proposal;
- the KllD of the Absorbing Class;
- the current prospectus of the Company; and
- the report of the approved statutory auditor of the Company relating to the Merger
Shareholders are advised that no quorum is required for the Meeting to pass a valid resolution. The resolution will be passed by a simple majority of the votes cast. Each share in the Merging Class is entitled to one vote.
Pursuant to and according to the provisions of the amended Law of 23 September 2020 on the measures concerning the holding of meetings in companies and other legal entities, shareholders are entitled to give their votes by proxies only. No physical presence will be accepted.
Therefore, it is important that you exercise your voting rights by completing and returning the enclosed proxy form. To be valid the completed proxy form must be sent to the following address:
Attn: Corporate Secretary Department
2, rue Edward Steichen
Alternatively, the proxy form may be sent by fax or email to the attention of Corporate Secretary Department, fax number (+352 404 770 387), email address(CorpSec_VPFlU@vpbank.com) provided the original signed form is sent immediately by post to the above mentioned address.
To be valid for the EGIM, proxies should be received no later than 5 p.m. on 14 October 2021.
Unless it is expressly revoked, the proxy will remain valid if the EGlt/I, for whatever reason, is postponed and reconvened.
If you are in any doubt about holding shares in the Absorbing Class, you should consult your professional financial adviser.
7. Further information
If you have any queries about the proposed merger or require any further information, please contact your usual contact person.
Director, for and on behalf of the Board
Quest Management, SICAV
Following Attachments are available upon request at the registered office of the Company:
- Proxy Form
- Merger Proposal
- KllD of the Absorbing Class