INFORMATION FOR SHAREHOLDERS OF THE SICAV
« SSgA Energy Index Equity Fund »
ISIN Code P USD Share class: FR0000018475
ISIN Code I USD Share class: FR0010588020
ISIN Code I EUR Share class: FR0011129543
ISIN Code I NL EUR Share class: FR0011675271
ISIN Code B Share class: FR0011342443
Should the proposed merger be approved, shareholders in the SSgA Energy 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 Energy 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 Energy 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.
Absorbed Sub-fund
Absorbing Sub-fund
SSgA Energy Index Equity Fund
SPDR MSCI World Energy UCITS ETF
-
ISIN Code P USD Share class: FR0000018475
-
ISIN Code: IE00BYTRR863
-
ISIN Code I USD Share class : FR0010588020
-
ISIN Code: IE00BYTRR863
-
ISIN Code I EUR Share class : FR0011129543
-
ISIN Code: IE00BYTRR863
-
ISIN Code I NL EUR Share class : FR0011675271
-
ISIN Code: IE00BYTRR863
-
ISIN Code B Share class : FR0011342443
-
ISIN Code: IE00BYTRR863
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
Merger" below. The enhanced operational efficiency will be achieved by trimming administrative and operational
2.
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 22 January 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 Energy 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.
4.
Fees before the Merger
Entry fees:
Fees to be paid by secondary market investors after the
Merger
Entry fees:
i).
not retained by the Fund:
I & B Shares: 5% maximum
P Share: 2% maximum
None
ii).
retained by the Fund:
0.10% maximum for all merging share classes
Exit fees:
Exit fees:
i)
not retained by the Fund:
None
ii)
retained by the Fund:
0.05% for all merging share classes
Management fees and management fees outside the
management company invoiced to the fund:
-B Shares: 0.10% tax inclusive* maximum
-I NL EUR Share: 0.30% tax inclusive* maximum
-I USD and EUR Shares: 0.40% tax inclusive* maximum
-P Share: 1.30% tax inclusive* maximum
None
Management fees and management fees outside the
management company (total expense ratio) invoiced to the
fund:
TER 0.30%
*financial management fees including the compensation for
distributors is set at 1.20% Tax inclusive for P shares, 0.30%
for I shares and 0.20% for I NL EUR shares. Such fees
payable by the holders of the B class shares shall be
determined by the terms and conditions of the applicable
qualified agreement.
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.
6.
ANNEX 1
INFORMATION ON CALCULATING THE MERGER PARITY
APPLICABLE TO THE ABSORBED SUB-FUND AND THE
ABSORBING SUB-FUND
On the Effective Date, the Absorbed Sub-fund will tender the entirety of its assets and liabilities to the Absorbing
Sub-fund. The shareholders of the Absorbed Sub-fund will then receive, respectively, without payment of any
entry fee or commission, shares of the Absorbing Sub-fund. After completion of the Merger, you will receive a
transaction notice indicating the number of the Absorbing Sub-fund's shares that will be allocated to you.
In order to determine the exchange ratio of the shares of the Absorbed Sub-fund and the shares of the Absorbing
Sub-fund, the assets and liabilities of the two sub-funds shall be valued in compliance with the applicable
accounting methods and rules, as stipulated by the articles of association of the Irish Company and the French
SICAV (the “Rules”). It is noted that these methods are consistent with each other.
The Absorbing Sub-fund will be launched on the Effective Date. and the net asset value per share of the Absorbing
Sub-fund, that will be taken into account for the calculation of the exchange ratio will be $30 per share.
The procedure applicable will be as follows:
a)
The assets and any liabilities of the Absorbed Sub-fund and the Absorbing Sub-fund shall be valued on 2
May 2016 using the Rules.
b) The respective values of the shares of the Absorbed Sub-fund and of the Absorbing Sub-fund which will
be taken into consideration will correspond to their respective net asset values on the 29th of April 2016.
The net asset values shall be calculated in accordance with the Rules, by dividing the net assets of each of
the sub-funds by their number of outstanding shares, as the case may be.
The number of shares issued in consideration of the contribution will be adjusted to reflect the provisions
below.
c)
The exchange ratio will be determined by the following formula:
Net asset value per share of the Absorbed Sub-fund
Net asset value per share of the Absorbing Sub-fund
X the exchange ratio
d) The number of shares of the Absorbing Sub-fund allocated to shareholders of the Absorbed Sub-fund will
be calculated by the following ratio:
Net asset value per share of the concerned class of shares
of the Absorbed Sub-fund X the number of shares held
Net asset value per share of the Absorbing Sub-fund
e)
Given that the shares of the Absorbing Sub-fund are not fractionable, if, as a result of the exchange ratio
that will be determined, the shareholders of the Absorbed Sub-fund do not receive a whole number shares
of the Absorbing Sub-fund, they will receive a cash balance representing the value of the fraction of the
share of the Absorbing Sub-fund owed to them, valued as stipulated in the conditions above.
f)
For example, if the effective date of the Merger had been the 1st October 2015, the Merger would have
been carried out under the floowing conditions:
-
The net asset value of one class P USD share of the Absorbed Sub-fund was: USD 203.92
-
The net asset value of the Absorbing Sub-fund was: USD 30
The shareholders of the Absorbed Sub-fund would have received 6 shares of the Absorbing Sub-fund and
a balance in cash of USD 23.92 in exchange for one class P USD share of the Absorbed Sub-fund.
7.
As noted above, the issue and redemption of shares of the Absorbed Sub-Fund will be suspended on 25
April at 11:00 (Paris time). Authorized participants can thus perform operations of subscription and share
buybacks of the Absorbing Sub-Fund (primary market) from the Effective Date. Investors in the secondary
market may trade the shares of the Absorbing Sub-Fund on the relevant stock exchanges (secondary
market) as of the Effective Date.
Reports on the conditions for carrying out the Merger, prepared by the statutory auditors of the Absorbed Sub-fund
and the statutory auditors of the Absorbing Sub-fund, are available free of charge and upon request sent to the
Management Company at the address below:
STATE STREET GLOBAL ADVISORS FRANCE
23-25, rue Delarivière-Lefoullon
92064 Paris La Défense Cedex
8.
ANNEX 2
INFORMATION ON TAX REQUIREMENTS FOR THE MERGER
THE TAX INFORMATION BELOW IS GIVEN FOR INFORMATION ONLY. IT IS NON-EXHAUSTIVE
AND IS SUBJECT TO CHANGE. ALL SHAREHOLDERS ARE ADVISED TO CONTACT THEIR
PERSONAL TAX ADVISER TO REVIEW THEIR SPECIFIC SITUATION.
1.
For individual or corporate shareholders with their tax residence in France
For shareholders of the Absorbed Sub-fund, the tender transaction through merger/absorption will result in the
exchange of their shares for shares in the Absorbing Sub-fund. Regardless of the status of the Absorbed Sub-fund's
shareholder, the taxation/deduction of the capital gain/capital loss resulting from the exchange will be deferred
until the disposal of the securities received in exchange. However, this principle does not apply if the cash payment
received exceeds 10% of the nominal value of the securities received. In the latter case, the capital gain / loss
realized on the exchange will be immediately taxable / deductible in the conditions of common law. Furthermore,
the allocation of shares of the Absorbed Sub-Fund to the Absorbing shareholders is not considered an income
distribution (Article 115, 1 of the general French tax code. - CGI).
1.1 French tax-resident individual shareholders
In accordance with the current regulations, by participating in this Merger, individuals registered as tax residents in
France automatically benefit - without the need for any application - from the tax deferral regime, insofar as the
cash balance received (if any), excluding the compensation for fractional shares (if any), does not exceed 10% of
the nominal value of the securities received (Art. 150-0 B of the French Tax Code). The capital gain from
exchanging the Absorbed Sub-fund's shares will not be subject to income tax in the year of the Merger (unless the
shares received under the exchange are redeemed in the year of the Merger). This capital gain will then be subject
to income tax in the year of the disposal or redemption of the securities of the Absorbing Sub-fund received in
exchange. The capital gain from the sale of these securities will then be determined by calculating the difference
between the disposal or redemption price of the Absorbing Sub-fund's securities received during the exchange and
the acquisition price of the Absorbed Sub-fund's securities tendered in the exchange.
Capital gains generated on or after 1 January 2013 are eligible to a rebate depending on the duration of ownership,
and then subject to the income tax progressive scale; they are also taxable (without rebate) to social levies at the
rate of 15.5%.
This tax information is provided subject to changes in the applicable regulations.
1.2 French tax-resident corporate shareholders
French tax-resident corporations subject to corporate income tax or income tax in the category of industrial and
commercial profits or agricultural profits, and shareholders or unitholders of mutual funds, automatically benefit
from a tax deferral regime for any recognised profit or loss in the event of a securities exchange after a merger
transaction between two mutual funds (FCP or SICAV) (Art. 38-5 bis of the French Tax Code).
The result of the securities exchange is therefore, in principle, included in the taxable earnings for the year of
disposal of the securities received in exchange, unless the disposal of the securities received in exchange benefits
from another tax deferral.
Companies that benefit from this tax deferral are required to submit to the reporting obligations stipulated in
Article 54 septies of the French Tax Code (monitoring of capital gains in deferral). Where the shareholders are
companies subject to corporate income tax, the benefit of the tax deferral regime has no practical impact in most
cases, due to the impact of taxation rules on valuation differences for mutual fund securities. In fact, the valuation
differences recognised on mutual fund securities during the same financial year as that of the exchange are in
principle taken into account in the company's taxable income pursuant to Article 209-0 A of the French Tax Code.
Not-for-profit organisations subject to corporate income tax on certain income from assets (Article 206-5 of the
French Tax Code) are not subject to any tax on capital gains from the disposal of securities. Therefore, the Merger
9.
of mutual funds has no tax impact for these organisations. Furthermore, these not-for-profit organisations are not
subject to taxation on the valuation differences of mutual fund securities.
2.
For non-French tax-resident individual or corporate shareholders
NON-RESIDENT INVESTORS ARE ADVISED TO SEEK ADVICE ON THEIR SPECIFIC SITUATION
FROM THEIR USUAL ADVISER.
STATE STREET GLOBAL ADVISORS FRANCE
23-25, rue Delarivière-Lefoullon
92064 Paris La Défense Cedex
10.
ANNEX 3
COMPARATIVE TABLE OF THE MAIN CHANGED ELEMENTS
Absorbed Sub-fund
Absorbing Sub-fund
Name:
Name:
SSgA Energy Index Equity Fund
SPDR MSCI World Energy UCITS ETF
Code ISIN :
Code ISIN :
I EUR Share Classes: FR0011129543
IE00BYTRR863
I USD Share Classes: FR0010588020
P USD Share Classes: FR0000018475
I NL EUR Share Classes: FR0011675271
B Share classes: FR0011342443
Legal form:
Legal form:
Sub-fund of “State Street Global Advisors Index
Funds” a French open ended investment company
with variable capital (société d’investissement à
capital variable or “SICAV”)
Sub-fund of “SSgA SPDR ETFs Europe II plc” ,
an Irish open-ended investment company with
variable capital (ICVC).
Registered office:
Registered office:
23-25 rue Delarivière-Lefoullon
92064 Paris La Défense Cedex
France
78 Sir John Rogerson’s Quay
Dublin 2
Ireland
Regulatory authority:
Regulatory authority:
French Financial Markets Authority - Autorité des
Marchés Financiers (AMF)
Central Bank of Ireland
Management company:
Management company:
State Street Global Advisors France S.A.
None, as the Irish Company is self-managed
Investment manager:
Investment manager:
n/a
State Street Global Advisors Limited
Sub-investment manager:
Sub-investment manager:
n/a
State Street Global Advisors France S.A.
Custodian:
Custodian:
State Street Custodial Services (Ireland) Limited
11.
State Street Banque S.A.
Statutory auditors:
Statutory auditors:
Ernst & Young Audit
PricewaterhouseCoopers Ireland
Investment objective:
Investment objective:
The objective of the Fund is to track the
performance of the MSCI Energy Index (the
“Index”) as closely as possible. The Fund aims for
the tracking error to be less than 1%.
Investment policy:
The objective of the Fund is to track the
performance of companies in the energy sector,
across developed markets globally.
The Index is a benchmark of the performance of
all international equities which belong to the
sector of energy. The Fund generally invests at
least 90% of its assets in the securities included in
the Index. The Fund may invest up to 10% of its
assets in negotiable debt securities, money market
instruments or shares of other mutual funds. The
Fund may also hold a portion of its assets in cash.
The Fund seeks to hold all the securities of the
Index with the approximate weightings as in that
Index. The Fund will use a physical replication
strategy to create a near mirror-image of the Index.
In limited circumstances the Fund may purchase
securities that are not included in the Index.
The investment policy of the Fund is to track the
performance of the Index (or any other index
determined by the Directors from time to time to
track substantially the same market as the Index)
as closely as possible, while seeking to minimise
as far as possible the tracking difference between
the Fund’s performance and that of the Index.
The Index measures the performance of global
equities that are classified as falling within the
energy sector, as per the Global Industry
Classification Standard (GICS). GICS is a widely
accepted industry analysis framework, jointly
developed and maintained by MSCI and Standard
& Poor's. Securities are weighted by market
capitalisation.
Although the Index is generally well diversified,
because of the market it reflects it may, depending
on market conditions, contain constituents issued
by the same body that may represent more than
10% of the Index. In order for the Fund to track the
Index accurately, the Fund will make use of the
increased diversification limits available under
Regulation 71 of the UCITS Regulations. These
limits permit the Fund to hold positions in
individual constituents of the Index issued by the
same body of up to 20% of the Fund’s Net Asset
Value and a position of up to 35% of the Fund’s
Net Asset Value in constituents of the Index issued
by the same body, due to exceptional market
conditions (i.e. the issuer represents an unusually
large portion of this market measured by the
Index).
The Sub-Investment Manager, on behalf of the
Fund, will invest using the replication strategy as
further described in the "Investment Objectives
and Strategy – Index Tracking Funds" section
of the Prospectus, primarily in the securities of the
Index, at all times in accordance with the
Investment Restrictions set forth in the Prospectus.
The Sub-Investment Manager may also, in
exceptional circumstances, invest in securities not
included in the Index but that it believes closely
reflect the risk and distribution characteristics of
securities of the Index. The securities in which the
Fund invests will be primarily listed or traded on
The Fund may lend up to 100% of the securities it
owns.
The Fund may use financial derivatives (that is,
financial contracts whose prices are dependent on
one or more underlying assets) in order to manage
the portfolio efficiently.
Investment policy:
12.
Recognised Markets in accordance with the limits
set out in the UCITS Regulations. Details of the
Fund’s portfolio and the indicative net asset value
per Share for the Fund are available on the
Website.
Investors should note that the Company may
engage in securities lending behalf of the Fund
where the Investment Manager / Sub-Investment
Manager believes it is appropriate to do so and in
accordance with the “Investment Objectives and
Strategy – Use of Repurchase/Reverse
Repurchase Agreements/Securities Lending
Agreements” section of the Prospectus. Investors
should read the risk warning headed “Securities
Lending Risk” in the “Risk Information” section
of the Prospectus in this regard.
The Company has appointed State Street Bank
GmbH London Branch, a bank incorporated under
the laws of Germany whose registered office is at
Brienner Strasse 59, 80333 Munich, Germany, and
acting for the purposes of the securities lending
agreement through its London branch (Branch
Registration No. in England BR009903) at 20
Churchill Place, London E14 5HJ, England as a
securities lending agent to the Company pursuant
to a securities lending agreement between the
Company, State Street Bank GmbH London
Branch, State Street Bank and Trust Company and
the Custodian dated 5 December 2014 as amended
(a “Securities Lending Agreement”). This
Securities Lending Agreement entered into
appoints State Street Bank GmbH London Branch
to manage the Fund’s securities lending activities
and will provide for State Street Bank GmbH
London Branch to receive a fee at normal
commercial rates to cover all fees and costs
associated with the provision of this service. Any
income earned from securities lending, net of
direct and indirect operational costs (including the
fee paid to State Street Bank GmbH London
Branch), will be returned to the Fund. Full
financial details of any revenue earned and the
direct and indirect operational costs and fees
incurred with respect to securities lending for the
Fund, including fees paid or payable to State Street
Bank GmbH London Branch, will be included in
the annual financial statements.
Risk profile:
Main risks: Index Tracking Risk, Liquidity Risk,
Counterparty Risk. Moreover, the Fund presents
additional risks that are listed in the prospectus
Please note that should the Directors elect to
change the Company’s securities lending policy in
the future, due notification will be given to
Shareholders and this Supplement will be updated
accordingly.
Risk profile:
Main risks: Concentration Risk, Index Tracking
Risk. Investment in the Fund carries with it a
degree of risk. Please refer to the “Risk
information section of the Prospectus for full
13.
that should be taken into consideration.
details about the risks associated with this
Absorbing Sub-Fund.
SRRI Category: 6
SRRI Category: 6
Recommended investment period:
Recommended investment period
Longer than five years.
Not specified.
Investor type:
Investor type:
All categories of investor. The Fund is open to
institutional and individual investors.
The typical investors of the Fund are expected to
be institutional, intermediary and retail investors
who want to take short, medium or long term
exposure to the performance of global equities
from the energy sector and are prepared to accept
the risks associated with an investment of this
type, including the expected high volatility of the
Fund.
Appropriation of earnings:
Appropriation of earnings:
Accumulation
Accumulation
Minimum investment amount:
Minimum investment amount:
Initial subscription
Initial subscription
I USD Shares: equivalent in USD of EUR 300,000
Authorised Participants
I EUR and I NL EUR Shares: EUR 300,000
P USD Share: one share
100,000 Shares and multiples thereof or such other
greater or lesser amount as may be determined by
the Directors, in their absolute discretion.
B Shares: equivalent in USD of EUR 300,000
Secondary Market
Subsequent subscription
Investors may purchase Shares through the
secondary market.
I USD Shares: equivalent in USD of EUR 50
Subsequent subscription
I EUR and I NL EUR Shares: EUR 50
Authorised Participants
P USD Shares: none
B Shares: equivalent in USD of EUR 50
100,000 Shares and multiples thereof or such other
greater or lesser amount as may be determined by
the Directors, in their absolute discretion.
Secondary Market
Investors may purchase Shares through the
secondary market.
Currency of denomination of shares:
Currency of denomination of shares:
I EUR Share Classes: EUR
USD
14.
I USD Share Classes: USD
P USD Share Classes: USD
I NL EUR Share Classes: EUR
B Share Classes: USD
Calculation frequency of net asset value:
Calculation frequency of net asset value:
The net asset value is established daily, except for
Saturdays, Sundays, public holidays in France
and/or the United States, and days on which the
stock market in Paris and/or New York is closed.
The Net Asset Value per Share is calculated as at
the Valuation Point on the Business Day following
the relevant Dealing Day.
Fees:
Fees:
Entry fees not retained by the Fund:
Entry fees not retained by the Fund:
B, I EUR, I USD and I NL EUR Shares: 5%
maximum
None
P Share: 2% maximum
Entry fees retained by the Fund:
0.10% maximum for all merging share classes
Exit fees retained by the Fund:
None
Primary market entry and exit charges are not
applicable to investors buying/selling shares of the
Fund on stock exchanges, but these investors will
do so at market prices and may be subject to broker
fees and/or other charges.
Exit fees not retained by the Fund:
None
Exit fees retained by the Fund:
0.05% for all merging share classes
Management fees and management fees outside
the management company invoiced to the Fund:
I EUR and I USD Shares: 0.40% maximum
I NL EUR Shares: 0.30% maximum
P Shares: 1.30% maximum
B Shares: 0.10% maximum
Transaction Fees:
EUR 100 maximum per transaction
Foreign exchange and transfer fees:
0.25% maximum of the transactions amount
Maximum
Total
Expense
Ratio:
0.30% p.a. of the Net Asset Value of the Receiving
Fund.
Transaction
Fees:
Save in exceptional circumstances, the Fund will
generally only issue and redeem shares to certain
institutional investors. However, shares of the
Absorbing Sub-Fund may be purchased or sold by
secondary market investors on one or more stock
exchanges through their appointed brokers or
financial advisors .,which might lead to the
investor incurring transaction fees determined by
the relevant Stock exchanges and/or brokers or
financial advisors.
Anti-Dilution
Mechanism:
Authorised Participants
The directors may, in their absolute discretion,
include an appropriate provision for duties and
charges, such as transactional costs, fees,
expenses, duties and other charges incurred,
estimated, paid or payable in respect of each
subscription/redemption.
For further detail, please refer to the prospectus for
the Receiving Fund.
Secondary Market
The Shares will trade on the listing stock
exchanges at prices that fluctuate throughout the
15.
Redemption/exit conditions:
Shareholders may request redemption of their
shares every day up to 11:00 a.m. (CET). The
redemption price is the price resulting from the
next net asset value, calculated based on the
closing prices of the next trading day.
Subscription/entry conditions:
day depending on supply and demand, and
consequently may be priced above (i.e., at a
premium) or below (i.e., at a discount), to varying
degrees, the Net Asset Value per Share. The
trading prices of the Shares may deviate
significantly from the Net Asset Value per Share
during periods of market volatility and may be
subject to brokerage commissions and/or transfer
taxes associated with the trading and settlement
through the relevant stock exchange.
Redemption/exit conditions:
For cash redemptions, 4.00 p.m. (Irish time) on
each Dealing Day.
For in-kind redemptions, 4.00 p.m. (Irish time) on
each Dealing Day.
For cash and in-kind redemptions on 24 December
and 31 December each year, 1.00 p.m. (Irish time)
on the relevant Dealing Day.
Subscription/entry conditions:
Once an account is opened by the administrator,
the investor can purchase shares in classes
corresponding to the account by completing a
subscription form provided by the administrator.
This form must be received by the administrator
before 11:00 a.m. (CET). The price applicable to
subscriptions is the price resulting from the next
net asset value, calculated on the basis of the
closing prices of the next trading day.
For cash subscriptions, 3.00 p.m. (Irish time) on
each Dealing Day.
Procedure for approval and notification of the
Merger decision:
Procedure for approval and notification of the
Merger decision:
The Merger transaction will be approved by i) an
Extraordinary General Meeting of shareholders of
the Fund, and ii) the Board of Directors of State
Street Global Advisors Index Funds SICAV.
The Merger transaction will be approved by the
Board of Directors of SSgA SPDR ETFs Europe II
plc.
Subscription tax:
Subscription tax:
None
None
Fiscal Year end:
Fiscal Year End:
Last trading day of the Paris Stock Exchange in
December
31 March
For in-kind subscriptions, 4.00 p.m. (Irish time) on
each Dealing Day.
For cash and in-kind subscriptions on 24
December and 31 December each year, 1.00 p.m.
(Irish time) on the relevant Dealing Day.
Rights of shareholders of the Absorbing Sub-fund
The Irish Company is an Irish open-ended investment company with variable capital that is considered a
legal entity. As for the French SICAV, each share (other than subscriber shares) entitles the registered
owner to attend and vote at general meetings of the Irish Company and to participate equally (subject to
any differences between fees, charges and expenses applicable to different classes) in the profits and
assets of the Absorbing Sub-Fund to which the share relates. Shareholders may vote under the
16.
conditions stipulated in the current regulations and in the articles of association of the Irish Company.
The shares of the Absorbing Sub-fund are registered shares that are registered in the name of the
shareholder in the register of member of the Irish Company.
Information on the Merger
You will be informed of the effective completion of the Merger by the publication, on the day following
the Effective Date, of notices of completion of the Merger on the following website: WWW.SSGA.COM
17.
ANNEX 4
KEY INVESTOR INFORMATION DOCUMENT
Key Investor Information
This document provides you with key investor information about this fund. It is not marketing material. The information is required by law to help you
understand the nature and the risks of investing in this fund. You are advised to read it so you can make an informed decision about whether to invest.
SPDR MSCI World Energy UCITS ETF (the "Fund")
A sub-fund of SSgA SPDR ETFs Europe II plc (a UCITS compliant Exchange Traded Fund). (ISIN IE00BYTRR863)
Objectives and Investment Policy
Investment Objective
The objective of the Fund is to track the performance of companies in the
energy sector, across developed markets globally.
Investment Policy
The Fund seeks to track the performance of the MSCI World Energy Index
(the "Index") as closely as possible.
The Fund invests primarily in securities included in the Index. These
securities include equity securities issued by companies globally, which have
been classified as falling within the energy sector in line with the Global
Industry Classification Standard (GICS).
Although the Index is generally well diversified, to enable the Fund to track
the Index accurately, the Fund will make use of the increased diversification
limits available under the UCITS Regulations, which permit it to hold
positions in individual constituents of the Index issued by the same body of
up to 20% and a position of up to 35% of the Fund's net asset value in
constituents of the Index issued by the same body due to exceptional
market conditions (i.e. the issuer represents an unusually large portion of
this market measured by the Index).
The Fund seeks to hold all the securities of the Index with the approximate
weightings as in that Index. The Fund will use a replication strategy to
create a near mirror-image of the Index. In limited circumstances the Fund
may purchase securities that are not included in the Index.
The Fund may use financial derivative instruments (that is, financial
contracts whose prices are dependent on one or more underlying assets) in
order to manage the portfolio efficiently.
Fund may be purchased or sold through brokers on one or more stock
exchanges. The Fund trades on these stock exchanges at market prices
which may fluctuate throughout the day. Market prices may be greater or
less than the daily net asset value of the Fund.
The Fund may engage in securities lending.
Shareholders may redeem shares on any UK business day (other than days
on which relevant financial markets are closed for business and/or the day
preceding any such day provided that a list of such closed market days will
be published for the Fund on www.spdrseurope.com); and any other day at
the Directors' discretion (acting reasonably) provided Shareholders are
notified in advance of any such days.
Any income earned by the Fund will be retained and reflected in an
increase in the value of the shares.
The Fund's shares are issued in U.S. Dollars.
Please refer to the prospectus for more information.
Index Source: The funds or securities referred to herein are not sponsored,
endorsed, or promoted by MSCI, and MSCI bears no liability with respect to
any such funds or securities or any index on which such funds or securities
are based. The prospectus and supplement contains a more detailed
description of the limited relationship MSCI has with State Street Bank and
Trust Company, through SSGA, and related funds, as well as additional
disclaimers that apply to the MSCI indexes. The MSCI indexes are the
exclusive property of MSCI and may not be reproduced or extracted and
used for any other purpose without MSCI's consent. The MSCI indexes are
provided without any warranties of any kind.
Save in exceptional circumstances, the Fund will generally only issue and
redeem shares to certain institutional investors. However, shares of the
Risk and Reward Profile
Lower risk
Potentially lower reward
1
2
Higher risk
Potentially higher reward
3
4
5
6
7
Risk Disclaimer
The risk category above is not a measure of capital loss or gains but of how
significant the rises and falls in the Fund's return have been historically.
For example a fund whose return has experienced significant rises and falls
will be in a higher risk category, whereas a fund whose return has
experienced less significant rises and falls will be in a lower risk category.
The lowest category (i.e., category 1) does not mean that a fund is a risk
free investment.
As the Fund's risk category has been calculated using historical data, it may
not be a reliable indication of the Fund's future risk profile.
spdrseurope.com
The Fund's risk category shown is not guaranteed and may change in the
future.
Why is this Fund in this category?
The Fund is in risk category 6 as its return has experienced very high rises
and falls historically.
The following are material risks relevant to the Fund which are not
adequately captured by the risk category.
Concentration Risk: A Fund that purchases a limited number of securities,
or only securities of a limited number of countries or industries may
experience higher changes in value than a fund that does not limit its
investments.
Index Tracking Risk: The Fund's performance may not exactly track the
Index. This can result from market fluctuations, changes in the composition
of the Index, transaction costs, the costs of making changes to the Fund's
portfolio and other Fund expenses.
Please refer to the prospectus for full details about the risks associated with
this Fund.
Key Investor Information
Charges
The charges you pay are used to pay the cost of running the Fund, including
the costs of marketing and distributing it. These charges reduce the
potential growth of your investment.
One-off charges taken before or after you invest
Entry charge
Exit charge
none
none
This is the maximum that might be taken out of your money before it is
invested (entry charge) or before the proceeds of your investment are paid
out (exit charge).
Charges taken from the Fund over a year
Ongoing charge
0.30%
Charges taken from the Fund under certain specific conditions
Performance fee
The entry and exit charges shown are maximum figures. In some cases, you
might pay less – you can find this out from your financial advisor or
distributor.
Entry and exit charges are not applicable to investors buying/selling shares
of the Fund on stock exchanges, but these investors will do so at market
prices and may be subject to broker fees and/or other charges.
The ongoing charges figure shown here is an estimate of the charges. It
excludes:
• Portfolio transaction costs, except in the case of an entry/exit charge paid
by the Fund when buying or selling units in another fund
For more information about charges please refer to the "Fees and
Expenses" section of the prospectus and the Fund supplement.
none
Past Performance
Past performance is not a guide to future results.
The Fund does not yet have sufficient data to provide a useful
indication of past performance to investors.
2010
2011
2012
2013
The Fund has not yet launched.
2014
Practical Information
Depositary
State Street Custodial Services (Ireland) Limited.
Further Information
Copies of the prospectus, its supplements, details of the Fund's portfolio
and the latest annual and semi-annual reports prepared for SSgA SPDR ETFs
Europe II plc may be obtained, free of charge, from the Administrator or
online at www.spdrseurope.com. These documents are available in English.
Net Asset Valuation Publication
The net asset value and indicative net asset value per share is available at
www.spdrseurope.com and at the registered office of the company.
Additionally the indicative net asset value is available via Bloomberg,
Telekurs and Reuters terminals.
Tax Legislation
The Fund is subject to the tax laws and regulations of Ireland. Depending
on your own country of residence this might have an impact on your
investments. For further details, you should consult a tax advisor.
Liability Statement
SSgA SPDR ETFs Europe II plc may be held liable solely on the basis of any
statement contained in this document that is misleading, inaccurate or
inconsistent with the relevant parts of the prospectus.
Switching between Sub-Funds
Shareholders have no specific right to convert shares of the Fund into
shares of another sub-fund of SSgA SPDR ETFs Europe II plc. Conversion can
only be effected by the investor selling/redeeming the shares of the Fund
and buying/subscribing shares of another sub-fund of SSgA SPDR ETFs
Europe II plc. Detailed information on how to switch between sub-funds is
provided in the "Purchase and Sale Information - Conversions" section of
the prospectus.
Segregation of Assets and Liabilities
SSgA SPDR ETFs Europe II plc has segregated liability between its sub-funds.
As a consequence, the assets of the Fund should not be available to pay
the debts of any other sub-fund of SSgA SPDR ETFs Europe II plc.
This Fund is authorised in Ireland and regulated by the Central Bank of Ireland. This key investor information is accurate as at 1 December 2015.