16 October 2020
LSE Code: 3BRS
WISDOMTREE MULTI ASSET ISSUER PUBLIC LIMITED COMPANY
(a public company incorporated with limited liability in Ireland)
WISDOMTREE BRENT CRUDE OIL 3X DAILY SHORT SECURITIES
(ISIN: IE00BYTYHR65)
PROPOSALS FOR THE INTRODUCTION OF AN OVERNIGHT RESTRIKE MECHANIC, A DISCRETIONARY INDEX CHANGE MECHANIC AND A NEAR ZERO PRICE MECHANIC
NOTICE OF CORRECTION AND CHANGE OF DATE IN RESPECT OF THE MEETING OF THE ETP SECURITYHOLDERS CONVENED BY THE CIRCULAR DATED 06 OCTOBER 2020
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you are recommended to consult your independent financial adviser.
If you have sold or transferred all of your WisdomTree Brent Crude Oil 3x Daily Short Securities (the “Affected Securities”) of Wisdomtree Multi Asset Issuer Public Limited Company (the “Issuer”), please send this document, together with the accompanying form of proxy, at once to the purchaser or transferee or stockbroker, banker or other agent through whom the sale or transfer was made, for onward transmission to the purchaser or transferee.
The Issuer refers to a circular dated 6 October 2020 (the “Original Circular”). The Original Circular purported to convene a meeting of the holders of the Affected Securities at 9 a.m. on Thursday, 29 October 2020 (the “Original Meeting”).
The Original Circular did not include a Notice of Meeting in respect of the Original Meeting. The Issuer hereby announces a correction to the Original Circular to correct this.
A corrected notice of meeting along with an updated form of proxy is enclosed to this Notice of Correction. The meeting of the Affected Securities will now be convened at 9.00 a.m. on 11 November 2020 in the same manner and place as set out in the Original Circular (the “Meeting”).
The Meeting is being held to consider proposals for the introduction of an overnight restrike mechanic, a discretionary index change mechanic and a near zero price mechanic in respect of the Affected Securities. Full details of the Proposal and Extraordinary Resolution are set out in the Original Circular.
Holders of the Affected Securities are therefore directed to the original notification posted to them on 6 October 2020, and also available on the website of the Issuer, at https://www.wisdomtree.eu/en-gb/-/media/eu-media-files/other-documents/operational/corp-action/boost/rns-corporate-actions/wtma---circular-platform---6-october-2020.pdf
Holders of the Affected Securities have received a form of proxy by post in respect of the Original Meeting (the “Original Proxy”). Holders of the Affected Securities should note that a duly completed Original Proxy deposited in respect of the Original Meeting will continue to be valid for the Meeting unless previously revoked or suspended by a further form of proxy prior to the Meeting.
The meetings being held in respect of other securities issued by the Issuer convened for various times on Thursday, 29 October 2020 are unaffected by this Notice of Correction and will proceed on the timetables indicated in the Original Circular.
In accordance with normal practice, The Law Debenture Trust Corporation p.l.c., as trustee, expresses no opinion as to the merits of the proposals, the terms of which were not negotiated by it. It has however authorised it to be stated that, on the basis of the information contained in the Original Circular and in this document (which it advises holders of Affected Securities to read carefully) it has no objection to the form in which the proposals and Notice of Meeting are presented to holders of Affected Securities for their consideration.
Holders of the Affected Securities will be notified of the outcome of the Meeting shortly thereafter.
NOTICE OF MEETING
WISDOMTREE MULTI ASSET PUBLIC LIMITED COMPANY
Notice of a meeting of the holders (the “Affected Securities Holders”)
of the WisdomTree Brent Crude Oil 3x Daily Short Securities
(the “Affected Securities”) of the Issuer
NOTICE is hereby given that, pursuant to the provisions of the Trust Deed dated 30 November 2012, as supplemented and amended constituting (inter alia) the Affected Securities and made between (1) WisdomTree Multi Asset Issuer Public Limited Company (the “Issuer”), (2) The Law Debenture Trust Corporation p.l.c. (the “Trustee”) and (3) WisdomTree Multi Asset Management Limited (the “Manager”), as amended, a meeting of the Affected Security Holders convened by the Issuer will be held by way of virtual meeting (due to ongoing social distancing measures in relation to the COVID-19 pandemic it is impractical and inadvisable to hold a physical meeting) on Wednesday, 11 November 2020 at 9.00am local time for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution of the Affected Securities Holders pursuant to the terms of the Trust Deed.
EXTRAORDINARY RESOLUTION
“THAT this meeting of the holders (the “Affected Securities Holders”) of the WisdomTree Brent Crude Oil 3x Daily Short Securities of WisdomTree Multi Asset Issuer Public Limited Company (the “Issuer”) constituted by the Master Trust Deed dated 30 November 2012 and the relevant supplemental trust deed (as subsequently amended and supplemented from time to time, including by way of the Seventh Supplemental Trust Deed dated 5 October 2020) (the “Trust Deed”) and made between the Issuer, WisdomTree Multi Asset Management Limited (the “Manager”) and The Law Debenture Trust Corporation p.l.c. as Trustee (the “Trustee”) for (inter alios) the Affected Securities Holders, hereby:
together, the “Proposals”;
WisdomTree Multi Asset Issuer Public Limited Company | By Order of the Board |
Apex IFS Limited | |
2nd Floor. Block 5 Irish Life Centre, Abbey Street Lower Dublin 1, D01P767 Ireland | Secretary |
Friday, 16 October 2020
NOTES
1. A form of proxy is enclosed with this notice for use by holders of Affected Securities. An Affected Securities Holder entitled to attend and vote at the Meeting is also entitled to appoint one or more proxies to attend and vote instead of him or her. The proxy need not be an Affected Securities Holder.
2. To be effective, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the office of Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland (if by post) or by Link Registrars Limited, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland (if delivered by hand) not later than 9.00 a.m. on Monday, 9 November 2020. Completion and return of the form of proxy will not preclude an Affected Securities Holder from attending and voting in person at the Meeting.
3. The quorum for passing an Extraordinary Resolution shall be two or more persons being Affected Securities Holders present in person or by proxy or (in the case of an Affected Securities Holder which is a corporation) by its duly authorised representative and holding or representing in the aggregate in the aggregate more than 50 per cent of the number of Affected Securities for the time being outstanding.
4. On a show of hands every Affected Securities Holder who is present in person or by proxy or (in the case of an Affected Securities Holder which is a corporation) by its duly authorised representative shall have one vote. On a poll every Affected Securities Holder who is so present shall have one vote in respect of each Affected Securities of which it is the holder or in respect of which it is the proxy or duly authorised representative. An Extraordinary Resolution is passed by a majority of at least 75 per cent of the votes cast at a duly convened meeting.
5. If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) from the time appointed for holding the Meeting a quorum is not present, the Meeting will stand adjourned to such day and time being not less than 14 nor more than 42 calendar days later and to such place as may be appointed by the Chairman and at such adjourned meeting the quorum will be two or more persons being Affected Securities Holders present in person or by proxy or (in the case of an Affected Securities Holder which is a corporation) by its duly authorised representative whatever the aggregate face value of the Affected Securities for the time being outstanding held or represented by them.
6. Only those Affected Securities Holders registered in the register of Affected Securities Holders as at 6.00 p.m. on 9 November 2020 (or, in the event that the Meeting is adjourned, on the register of Affected Securities Holders at 6.00 p.m. on the day that falls two days before the time of any adjourned meeting) shall be entitled to attend or vote at the Meeting in respect of the Affected Securities registered in their name at that time. Changes to entries on the register of Affected Securities Holders after at 6.00 p.m. on 9 November 2020 shall be disregarded in determining the rights of any person to attend or vote at the Meeting (or adjourned meeting).
7. As all investors are CREST participants, voting will take place via the CREST system. CREST members may appoint one or more proxies through the CREST electronic proxy appointment service in accordance with the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf. Further information on CREST procedures and requirements is contained in the CREST Manual. The message appointing a proxy(ies) must be received by Link Asset Services under CREST participant ID RA10 not later than 9.00 a.m. on 9 November 2020 (or, in the event that the Meeting is adjourned, not later than 9.00 a.m. on the day that falls two days before the time of Adjourned Meeting). For this purpose the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996.
WisdomTree Multi Asset Issuer Public Limited Company
Form of Proxy
for use by holders of Affected Securities of the Issuer
Meetings of holders of certain classes of ETP Securities
I/We, the undersigned, being (a) holder(s) of Affected Securities of WisdomTree Multi Asset Issuer Public Limited Company (the “Issuer”), hereby appoint the Chairman of the Meeting (Note 1)
..................................................................................................................................................................................................................
as my/our proxy to vote for me/us at the meetings of the ETP Securityholders in respect of those classes of Affected Securities of which I am/we are (a) ETP Securityholder(s) to be held at the time and date set out below and at any adjournment thereof. I/We direct my/our proxy to vote as indicated below on the relevant Extraordinary Resolution at the relevant Meeting(s) as follows and otherwise as he/she shall think fit. If I/we have ticked this box □, this appointment applies only in respect of those classes of Affected Securities in respect of which I/we have directed my/our proxy to vote (Note 2).
Please indicate with an “X” in the spaces provided how you wish your proxy to vote on the Extraordinary Resolution (Note 3) at the meeting of holders of each class of Affected Securities in respect of which you are a Security Holder and wish to vote. Unless you have ticked the box above, your proxy may vote in his/her discretion at the meetings in respect of any other classes of Affected Securities of which you are the holder at the time specified in Note 7.
Class of Affected Securities | ISIN | Time for which meeting convened to be held on 11 November 2020 | Extraordinary Resolution (Note 3) | |
For | Against | |||
WisdomTree Brent Crude Oil 3x Daily Short Securities | IE00BYTYHR65 | 9.00 a.m. |
Signature: ....................................................................................... Dated:
Full name in CAPITAL LETTERS: ...........................................................................................................................................................
Address: ...................................................................................................................................................................................................
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Postcode
NOTES