Ossiam World ESG Machine Learning UCITS ETF 1A (USD): Notice to Shareholders

Ossiam IRL ICAV

70 Sir John Rogerson’s Quay

Dublin 2

Ireland

an umbrella fund with segregated liability between sub-funds

This circular is sent to you as a shareholder in Ossiam IRL ICAV. It is important and requires your immediate attention. If you are in any doubt as to the action to be taken, you should immediately consult your stockbroker, investment consultant, bank manager, tax adviser, solicitor, attorney or other professional adviser.  If you have sold or otherwise transferred your holding in Ossiam IRL ICAV, please send this circular (or, if applicable, a copy) and the accompanying proxy card to the stockbroker, bank manager, or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Unless otherwise defined, capitalised terms used herein shall bear the same meaning as capitalised terms used in the prospectus for Ossiam IRL ICAV dated 10 October 2022 and the supplement of the Ossiam World ESG Machine Learning UCITS ETF dated 1 December 2022 (the “Prospectus”) and the applicable local covering documents. A copy of the Prospectus is available upon request during normal business hours from the registered office of Ossiam IRL ICAV. This circular has not been reviewed by the Central Bank of Ireland (the “Central Bank”) and it is possible that changes thereto may be necessary to meet the Central Bank’s requirements. The directors of Ossiam IRL ICAV (the “Directors”) are of the opinion that there is nothing contained in this circular nor in the proposals detailed herein that conflicts with the guidance issued by, and regulations of, the Central Bank.

28 March 2023

Ossiam IRL ICAV (the "ICAV")

Notice to Shareholders of the Ossiam World ESG Machine Learning UCITS ETF (the “Fund”)

Dear Shareholder

Purpose 

The Directors of the ICAV are writing to confirm that, in accordance with the provisions of the current Instrument of Incorporation of the ICAV and the Prospectus, it has been decided that it is in the best interests of all Shareholders to close the Fund (the “Proposed Closure”).

Background 

Pursuant to the Prospectus, the Directors may in their absolute discretion close a sub-fund of the ICAV if its Net Asset Value (the “NAV”) amounts to less than EUR20 million. The closure of a sub-fund of the ICAV by the Directors is subject to the giving of at least one month’s notice to Shareholders.

As at 14 February 2023, the NAV of the Fund was EUR3.27 million. As such, the Directors are of the opinion that the Fund is at a size where it is no longer economically viable to run. It is therefore determined that it is in the best interests of Shareholders to close the Fund.

Effective Date of the Proposed Closure

The Proposed Closure will take effect on 20 April 2023 (the “Closure Date”).

Next steps

The Fund will continue to be managed in accordance with its investment objective, policy and restrictions as set out in the Prospectus as closely as practicable until the Closure Date.

With effect from the date of this notice, the Fund will not be marketed and no new subscriptions or conversions of Shares into the Fund will be permitted. The listing of the share classes of the Fund on the Listing Stock Exchange will be cancelled on 13 April 2023 (the “Last Exchange Trading Date”).  If you wish to remain invested in the Fund until the Closure Date no action is required from you.

1. Primary markets

Redemption requests for shares in the Fund (the “Shares”) may be made in the usual manner in accordance with the Prospectus prior to the last trading date on the primary markets (the “Last Dealing Date”). Only shareholders who qualify as authorised participants may redeem Shares on the primary market.

The Last Dealing Date on the primary market is 17 April 2023. From the day after the Last Dealing Date to the Closure Date, no further redemptions will be accepted.

Redemptions will be free of redemption charge (the “Redemption Charge”) up to the Last Dealing Date, but actual investment prices and expenses will be taken into account. You will receive your redemption proceeds within the usual timescales outlined in the Prospectus.

On the Closure Date, all outstanding Shares in the Fund will be compulsorily redeemed. The proceeds from the compulsory redemption will be calculated based on the Net Asset Value of the Fund as at the Closure Date. Distribution of proceeds with respect to the redemptions on the Closure Date to Shareholders in proportion to each of their holdings of Shares in the Fund as at the Closure Date will be completed after the Closure Date. It is expected that the proceeds will be paid within 3 Business Days and in any case within 10 Business Days of the Closure Date.

If all Shareholders in the Fund redeem their holdings in full before the Closure Date, the Closure Date may be brought forward to the Dealing Day on which the last redemptions are accepted. Thereafter the ICAV will commence the process to terminate the Fund.

2. Secondary markets

Investors in the secondary market who wish to avoid having their Shares compulsorily redeemed should consider selling their Shares on a Listing Stock Exchange on or before the Last Exchange Trading Date.  With effect as of the business day following the Last Exchange Trading Date (the “Delisting Date”), the right of the Fund to be traded on the Listing Stock Exchange will be cancelled.

The ICAV does not charge any Redemption Charge for the sale of Shares on the secondary market. However, shareholders should note that orders on the secondary market may incur other costs over which the ICAV has no control and to which the above disapplication of the Redemption Charge does not apply.

Costs and Expenses

The costs and expenses associated with the Proposed Closure will be borne as part of the total expense ratio of the Fund.

While it is anticipated that all costs and expenses have been included in the Fund’s Net Asset Value it may be possible that a balance remains within the Fund on the Closure Date. Under this circumstance, a further payment may be made to those Shareholders who hold Shares at the Closure Date. On the other hand, if the actual costs and expenses associated with the Proposed Closure are higher than the aforesaid estimate, the amount in excess will be borne by the Manager.

Many thanks for your continued support. Please do not hesitate to contact your usual client relationship manager or you may contact us by email: info@ossiam.com with any questions you may have in relation to this matter.

Yours sincerely

__________________________

Director, for and on behalf of

Ossiam IRL ICAV