Paris, 13 March 2018
NOTICE TO THE SHAREHOLDERS OF THE
Lyxor RUSSELL 1000 VALUE UCITS ETF fund
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UNIT CLASS
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ISIN code
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Lyxor RUSSELL 1000 VALUE UCITS ETF - Acc
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FR0011119205
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Lyxor RUSSELL 1000 VALUE UCITS ETF - Dist
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FR0011119213
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Dear unit-holder,
According to our records you hold units in the FCP fund Lyxor Russell 1000 Value UCITS ETF (hereinafter the "Absorbed Fund").
In order to provide investors with an investment vehicle that offers a corporate governance structure and simpler accounting procedures, it was decided, at the request of Lyxor International Asset Management (hereinafter "LIAM"), to merge this fund into Lyxor Russell 1000 Value UCITS ETF (hereinafter the "Absorbing Sub-fund"), a sub-fund of the French SICAV fund MULTI UNITS FRANCE (MUF).
As a result of this merger through absorption the Absorbing Sub-fund will receive all of the Absorbed Fund's assets.
When this merger is completed, the Absorbed Fund's unit-holders will beshareholders of the MULTI UNITS FRANCE fund.
- The merger
This merger through absorption will not modify the investment strategy nor the risk profile of the Absorbed Fund's unit-holders.
The investment and benchmark replication methods of the Absorbed fund and the Absorbing Sub-fund are in effect identical, since the investment strategy for both is to achieve the highest possible correlation with the benchmark index's performance by implementing a direct replication method, which means that the Absorbing Sub-fund may enter into one or more over-the-counter swap agreements to enable it to achieve its investment objective.
All other characteristics of the Absorbed Fund and the Absorbing Sub-fund are identical ― investment policy and strategy, the typical investor profile, the risk profile, the frequency of net asset value calculation, trading days, the accounting currency, the requirements for submitting subscription and redemption orders, share/unit category characteristics, fees and expenses and the method used to determine the overall risk exposure.
This merger through absorption was approved by the French financial markets authority (l'Autorité des marchés financiers, the "AMF") on 15 February 2018.
The Absorbed Fund is an undertaking for the collective investment in transferable securities (hereinafter "UCITS") with the classification "internatoinal equities". It was approved by the AMF on 14 October 2011 and was established on 27 October 2011. LIAM is the Absorbed Fund's management company and Société Générale is its depositary.
The Absorbing Sub-fund is a UCITS with the classification "international equities". It was approved by the AMF on 15 February 2018 and will be launched on the Merger Date, which is defined below. LIAM is the Absorbing Sub-fund's delegated asset manager and Société Générale is its depositary.
Unless you request otherwise, your Absorbed Fund units will automatically be merged into the Absorbing Sub-fund on 19 April 2018 (the "Merger Date").
During a period of 30 calendar days after the date this notice is sent, primary market investors (i.e. who/which subscribe for and/or redeem units directly from LIAM) may redeem their units from LIAM and/or from its depositary without having to pay a redemption fee, provided that they comply with the minimum redemption requirements specified in the Absorbed Fund's prospectus.
As always, LIAM will of course charge no subscription or redemption fee on the purchase or sale of the Absorbed Fund's units on any exchange where they are listed (i.e. in the secondary market).
To complete this merger through absorption as smoothly as possible, the subscription and redemption of the Absorbed Fund's units on the primary market will be suspended on 16 April 2018 after 6.30 pm (Paris time). However, it should be noted that the Absorbed Unit's units may be purchased and sold up until the Merger Date.
Lastly, for operational reasons, subscriptions and redemptions of the Absorbing Sub-fund's shares on the primary market will not be processed on the first business day after the Merger.
- Consequences
This merger through absorption will not modify the risk profile for unit-holders in the Absorbed Fund.
- The risk-return profile is modified: NO
- The risk-return profile is increased: NO
- Expenses are increased: NO
As indicated in section 1 above ("The merger"), the only impact the merger will have on unit/shareholders will be the fund's conversion from a contract-based entity (the FCP fund) to a corporate entity (the SICAV fund).
You will find the calendar for this merger procedure in Schedule 1, information on the exchange of units in Schedule 2, and a comparison between Absorbed Fund and Absorbing Sub-fund characteristics in Schedule 3.
- Key points for investors
LIAM informs investors that if a unit class of the Absorbed Fund is listed on an exchange, the corresponding Absorbing Sub-fund share class is or will be listed on the same exchange.
Unlike an FCP common fund, whose unit-holders enjoy none of the rights of share-holders, a SICAV open-ended investment company can issue shares in response to investor demand. Upon completion of this merger you will therefore become a shareholder of the MULTI UNITS FRANCE SICAV fund and will be entitled to express your opinion at annual and extraordinary shareholder meetings.
Investors should also note that the merger may affect their personal tax situation since the Absorbed Fund is an FCP common fund and was therefore formed under contract law (whereas the Absorbing Sub-fund is a SICAV open-ended investment company), and as a result of the merger by absorption itself. Investors are therefore invited to consult with their usual advisor as to the possible consequences the merger by absorption may have on their personal situation.
LIAM recommends that investors carefully read the "Risk Profile" section of the Absorbing Sub-fund's prospectus and the "Risk and Return Profile" section of its Key Information for Investors Document (KIID). The KIID and the prospectus are both available in French free of charge at www.lyxoretf.com or from client-services-etf@lyxor.com.
The management company will provide unit-holders, upon request, with additional information on the merger, a copy of the independent auditor's report, a copy of the depositary's report and a copy of the merger agreement.
If you need any more information you should contact your advisor.
- If you are not happy with the change in your fund, you may sell your investment free of charge.
- If you are satisfied with the change in your fund, you don't have to do anything.
- If you feel you need advice, you may consult with your advisor or distributor.
We thank you for your trust and loyalty. Yours faithfully
The Chairman
Schedule 1: Merger calendar
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Primary market
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Subscriptions & redemptions are suspended
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Effective merger date
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Based on the NAV of
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Shares to be received from the Absorbing Sub-fund
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Lyxor Russell 1000 Value UCITS ETF
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16 April 2018 after 6.30 pm (Paris time)
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19 April 2018
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19 April 2018
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MULTI UNITS FRANCE - Lyxor Russell 1000 Value UCITS ETF
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APPENDIX 2: Information on the merger
As shown on the merger calendar (see Schedule 1 above), the Absorbed Fund in which you hold units will be merged into the Absorbing Sub-fund on 19 April 2018 (the "Merger Date"). This merger by absorption was approved by the AMF on 15 February 2018.
All of the Absorbed Fund's assets and liabilities will be transferred to the Absorbing Sub-fund. The Absorbed Fund will automatically be dissolved on the merger completion date.
The Absorbing Sub-fund will be established from the contribution of all of the Absorbed Fund's assets at the merger completion date.
In exchange for the assets contributed, the Absorbing Sub-fund will issue shares that will be attributed to the investors in the Absorbed Fund.
For each unit class held in the Absorbed Fund there will be issued a corresponding share class in the Absorbing Sub-fund of equivalent value as of 19 April 2018.
The Absorbing Sub-fund share class will be launched on 19 April 2018 at an initial net asset value that is equivalent to the net asset value of the Absorbed Fund's unit class at that date.
There will therefore be no odd lots nor cash adjustments since the merger will involve the exchange of one Absorbed Fund unit for one Absorbing Sub-fund share of equal in value.
The statutory auditors will furthermore certify the accounts of the Absorbed Fund and the Absorbing Sub-fund respectively, on the specified valuation date.
Société Générale, the depositary, will handle the exchange of the Absorbed Fund's units for the Absorbing Sub-fund's shares.
The depositary will also inform the Euroclear France members that hold the accounts of the former Absorbed Fund investors of the number of Absorbing Sub-fund shares to which the latter are entitled.
Lastly, LIAM will bear all merger expenses.
Tax consequences of the merger by absorption (for investors having their tax domicile in France)
The merger transaction described in this letter is subject to the laws in effect on the Merger Date.
Accordingly, the tax regime that applies to the exchange of units or shares (both referred to hereinafter as "shares") depends on the tax situation of the unit-holder or shareholder (both collectively referred to hereinafter as "shareholders"). Shareholders may also be subject to disclosure requirements in some cases.
Resident natural person unit-holders: taxation is deferred (pursuant to Article 150-0 B of the French general tax code) provided that any cash adjustment paid to the client is less than 10% of the nominal value of the securities received. Capital gains are taxable in the year of the merger within the limit of this cash adjustment.
The net income from the exchange of securities (excluding the capital gain up to limit of the cash adjustment) is not taxable in the year of the merger but is taxable in the year in which the shares in the UCITS received in exchange are sold. Accordingly, in determining whether the limit for declaring security sales has been breached, the shares exchanged are not included in the calculation of total portfolio securities sold.
During the future sale or redemption of the UCITS shares received in exchange, the capital gain is determined on the basis of the purchase price of the UCITS shares received in exchange, minus any cash adjustment received or plus any cash adjustment paid.
Sole proprietor shareholders whose income tax is based on their actual industrial, commercial or agricultural income: taxation is deferred. These taxpayers are treated either as resident natural person taxpayers (i.e. the shares are included in their personal assets) or are taxed on the basis of their professional capital gains (the shares are included in their professional assets).
In both cases, the net income from the exchange of shares is not taken into consideration for the year of the merger, but is taken into consideration for the year in which the shares in the UCITS received in exchange are sold. Regarding the professional capital gain (PCG): only the part of the PCG that corresponds to a cash adjustment that may have been received is immediately taxable. Upon the future sale or redemption of the UCITS shares received in exchange, the PCG will be calculated as of the date these shares were received and at their initial purchase price.
Legal-entity shareholders subject to corporate income tax: taxation is deferred (pursuant to Article 38-5 bis of the French general tax code). Only the part of the capital gain that corresponds to a cash adjustment received is immediately taxable.
The net income from the exchange of shares (excluding any cash adjustment) is not included in the taxable income of the year of the merger but is included in that of the year in which the UCITS shares received in exchange are sold.
However, when an investor is subject to Article 209 OA of the French general tax code, the taxation of the valuation adjustments of the UCITS shares reduces the actual applicability of the tax deferral since the valuation adjustments have already been taxed and include some or all of the capital gain on the exchange of shares for the merger.
Non-profit institution unit-holders that meet the requirements of Article 206-5 of the French general tax code and non-resident unit-holders: these investors are not subject to taxation in France in relation to this merger transaction (pursuant to Article 244 bis C of the French general tax code).
Sale of odd-lot units
A sale of units in the Absorbed Fund that are not exchanged (i.e. an "odd lot") is considered to be a sale of units from which any net income is immediately taxable under the rules that generally apply to the taxation of capital gains. More specifically, the taxation of any net income on the units exchanged within the limits of the share-exchange ratio is entitled to deferral, whereas any surplus units are considered to be sold and the net income from their sale is immediately taxable.
Schedule 3: Comparison of Absorbed Fund and Absorbing Sub-fund characteristics
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Primary market
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Absorbing Sub-fund
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Name
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Lyxor Russell 1000 Value UCITS ETF
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MULTI UNITS FRANCE - Lyxor Russell 1000 Value UCITS ETF
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Applicable law
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French law
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French law
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Supervisory authority
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AMF
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AMF
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Legal form
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A common investment fund (FCP)
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The sub-fund of a SICAV investment company
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Depositary
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Société Générale
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Société Générale
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Registrar and transfer agent
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Société Générale
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Société Générale
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Fund administration
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Société Générale
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Société Générale
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Statutory auditor
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Pricewaterhousecoopers Audit
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Pricewaterhousecoopers Audit
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Absorbed Fund unit class
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Acc
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FR0011119205
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Absorbing Sub-fund share class
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Acc
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Absorbed Fund unit class
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Dist
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FR0011119213
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Absorbing Sub-fund share class
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Dist
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The issuer -Lyxor International Asset Management -confirms that the application(s) do(es) not fall under Articles 5.1 or 5.2 of Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine (as amended by Council Regulation (EU) No 960/2014 of 8 September 2014, published in the Official Journal of the EU on 12 September 2014).
