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Tuesday 27 October, 2009

Barclays Global Inv

Circular

RNS Number : 4646B
Barclays Global Inv Cash Selection
27 October 2009
 






This Notice of an Extraordinary General Meeting is sent to you as a Shareholder of Barclays Global Investors Cash Selection Funds plc. 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 solicitor or attorney or other professional advisor. If you sold or otherwise transferred your holding in Barclays Global Investors Cash Selection Funds plc, please send this notice and the accompanying proxy card to the agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

__________________________________________________________________________________












Barclays Global Investors Cash Selection Funds plc

(the "Company")


Notice of an Extraordinary General Meeting

of the Company















__________________________________________________________________________________


Notice of an Extraordinary General Meeting of Shareholders to be held at JPMorgan House, International Financial Services Centre, Dublin 1, on 19 November 2009 at 10.00 hours (Irish time). The accompanying Proxy Card for use by Shareholders at the Extraordinary General Meeting should be completed and returned, in accordance with the instructions printed thereon, so as to be received by the Secretary, J.P. Morgan Administration Services (Ireland) Limited, JPMorgan House, International Financial Centre, Dublin 1, Ireland as soon as possible and, in any event, not later than 10.00 hours (Irish time) on 17 November 2009.




BARCLAYS GLOBAL INVESTORS CASH SELECTION FUNDS PLC






26 October 2009



Dear Shareholder


Extraordinary General Meeting


Enclosed are a Notice of the Extraordinary General Meeting (the "EGM") of the Company and a proxy card for you to vote on the EGM resolutions.


Special Business Proposed at the Extraordinary General Meeting 


As you are aware, the Manager of the Company (Barclays Global Investors Ireland Limited) and the Investment Manager of the Company (Barclays Global Investors Limited) are currently majority-owned subsidiaries of Barclays PLC ("Barclays").


On 16 June, 2009, Barclays accepted a binding offer and entered into an agreement to sell its interests in the Manager and the Investment Manager to BlackRock, Inc. (the "Transaction"), and on 6 August, 2009, the Shareholders of Barclays voted and approved the Transaction.


As a consequence of the Transaction, the name of the Manager will be changing to "BlackRock Asset Management Ireland Limited" and the name of the Investment Manager will be changing to "BlackRock Advisors (UK) Limited".


In connection with the Transaction and the change of name of the Manager and the Investment Manager, it is proposed that the name of the Company be changed from "Barclays Global Investors Cash Selection Funds plc" to "BlackRock Cash Selection Funds plc" (the "Name Change"). 


The Articles of Association of the Company are also being amended to incorporate amendments of a technical and updating nature. To implement the Name Change and the amendments to the Articles of Association, Shareholders must approve the following two resolutions:


Special Resolution No. 1


Special Resolution No. 1 proposes the Name Change and consequential changes to the Memorandum and Articles of Association as outlined Appendix 1 attached to this Notice.


Special Resolution No. 2


Special Resolution No. 2 proposes the adoption of new Articles of Association of the Company incorporating amendments of a technical and updating nature. A summary of the changes to the Articles of Association of the Company is outlined at Appendix 1 attached to this Notice.


To pass Special Resolutions 1 and 2, 75% of the voted Shares must be in favour of each of the Resolutions.


Recommendation


The Directors of the Company believe that the two Special Resolutions to be proposed at the EGM are in the best interests of the Company and of the Shareholders as a whole and, accordingly, the Directors strongly recommend that you vote in favour of the two Special Resolutions at the EGM.


Revised Prospectus


The Company's Prospectus is currently being updated to reflect the Name Change and other changes required in connection with the Transaction (including changes to the names of the funds of the Company as outlined below) and to take account of legislative and regulatory developments and changes of a technical and updating nature.  


Other Changes not Requiring Shareholder Approval


The Directors also wish to take the opportunity to notify Shareholders of the following proposed changes to the names of the Funds and to certain Share classes of the Company, which will take effect when the revised Prospectus is issued, which is expected to be on or about 1 December 2009:


The names of the funds will be amended as set out in the Table below:


Old Name

New Name


BGI Sterling Government Liquidity Fund

BlackRock Sterling Government Liquidity Fund

BGI Euro Government Liquidity Fund 

BlackRock Euro Government Liquidity Fund

BGI Sterling Liquidity First Fund 

BlackRock Sterling Liquidity First Fund

BGI US Dollar Liquidity First Fund

BlackRock US Dollar Liquidity First Fund

BGI Euro Liquidity First Fund 

BlackRock Euro Liquidity First Fund

BGI Sterling Liquidity Plus Fund 

BlackRock Sterling Liquidity Plus Fund

BGI US Dollar Liquidity Plus Fund

BlackRock US Dollar Liquidity Plus Fund

BGI Euro Liquidity Plus Fund 

BlackRock Euro Liquidity Plus Fund



The names of the following Share classes of the BGI Sterling Government Liquidity Fund and BGI Euro Government Liquidity Fund will be amended as set out in the table below: 


Old Name

New Name

Institutional Share Class


Institutional Distributing Share Class

Premium Share Class

Premium Distributing Share Class


Revised Memorandum and Articles of Association


Draft copies of the Memorandum and Articles of Association are available for inspection at the registered office of the Company, JPMorgan House, International Financial Services Centre, Dublin 1, Ireland from the date of this Notice until the close of the EGM. Following the EGM, final copies of the revised Memorandum and Articles of Association and the revised Prospectus will be available once approved by the Financial Regulator. 


Action Required


Each Shareholder represents one vote (unless voting is to be by poll in which case each Share represents one vote) and if you intend to vote using a proxy, your proxy must be delivered to the Company Secretary within the time limits outlined on the proxy form.  


The results of the Shareholder vote will be made available on www.bgicashfunds.com. Hard copies of the results will be available from the Investment Manager on request. If approved the resolutions will become effective on or about 1 December 2009 or such other time as the revised Prospectus is noted by the Financial Regulator.



Yours faithfully





_____________

Director

  

BARCLAYS GLOBAL INVESTORS CASH SELECTION FUNDS PLC


NOTICE OF EXTRAORDINARY GENERAL MEETING



THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor.



NOTICE is hereby given that the Extraordinary General Meeting of Barclays Global Investors Cash Selection Funds plc (the "Company") will be held at JPMorgan House, International Financial Services Centre, Dublin 1, Ireland on 19 November 2009 at 10.00 a.m. (Irish time) to consider, and if thought fit, pass the following special resolutions of the Company.


Special Business


To consider, and if thought fit, pass the following as a special resolution of the Company (Resolution No. 1):-

"That (subject to the consent of the Registrar of Companies and completion of the Transaction), the name of the Company be and is hereby changed to "BlackRock Cash Selection Funds plc" and that the Memorandum and Articles of Association be amended accordingly to reflect the new name of the Company with such change to take effect on such date as determined by the Directors."

To consider, and if thought fit, pass the following resolution as a special resolution of the Company (Resolution No. 2):-

"That a new set of Articles of Association of the Company in the form initialled by the Chairman and tabled at the meeting be adopted in substitution for the existing Articles of Association with such further changes as may be required by the Financial Regulator to take effect on such date as determined by the Directors."


Date:    26 October 2009

For and on behalf of


__________________________________

J.P. Morgan 

Administration Services (Ireland) Limited

Company Secretary

Registered Office:

JPMorgan House

International Financial Services Centre

Dublin 1

  Notes:


  • Shareholders are entitled to attend and vote at the Extraordinary General Meeting of the Company. A Shareholder may appoint a proxy or proxies to attend, speak and vote instead of the Shareholder. A proxy need not be a member of the Company.


A form of proxy is enclosed for the use of Shareholders unable to attend the meeting. Proxies must be sent to The Secretary, JP Morgan Administration Services (Ireland) Limited, JPMorgan House, International Financial Services Centre, Dublin 1, Ireland. To be valid, proxies and any powers of attorney under which they are signed must be received by the Secretary not less than 48 hours before the time appointed for the holding of the meeting.


There will be available for inspection by Shareholders at JPMorgan House, International Financial Services Centre, Dublin 1, during normal business hours from the date of this notice until the conclusion of the EGM, copies of:

The existing Memorandum and Articles of Association of the Company; and

The Memorandum and Articles of Association of the Company as proposed to be amended.

  BARCLAYS GLOBAL INVESTORS CASH SELECTION FUNDS PLC


(the "Company")


PROXY FORM


I/We (see note (a) below) _______________________ of ___________________________ being a member of the above named Company hereby appoint the Chairman of the meeting or any Director of the Company or Joanne Herlihy, or failing him/her _______________________ of _________________________________ as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at JPMorgan House, International Financial Services Centre, Dublin 1, Ireland on 19 November 2009 at 10.00 a.m. and at any adjournment thereof.


Please indicate with an "X" in the space below how you wish your votes to be cast in respect of the Resolutions. If no specific direction as to voting is given the proxy will vote or abstain from voting at his discretion.



RESOLUTIONS

FOR

AGAINST


Resolution 1 (Change of Company's Name)




Resolution 2 (Adoption of new Articles of Association)





Dated:



______________________________                ______________________

Name and Address of Shareholder                Signature of Shareholder



______________________________                ______________________

Name and Address of Shareholder                Signature of Shareholder





Notes:    

  • A Shareholder must insert his full name and registered address in type or block letters. In the case of joint accounts the names of all holders must be stated.


If it is desired to appoint some other person as proxy, the name of the proxy must be inserted in the space provided instead of the option provided which should be deleted.


The proxy form must:


        ()    in the case of an individual member be signed by the member or his attorney; and

        ()    in the case of a corporate member be given either under its common seal or signed on its behalf by an attorney or by a duly authorised officer of the corporate member.


In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.


To be valid this proxy form and any power of attorney under which it is signed must reach The Secretary, JP Morgan Administration Services (Ireland) Limited, JPMorgan House, International Financial Services Centre, Dublin 1, Ireland 48 hours before the time appointed for the holding of the meeting. The proxy form may be returned by facsimile provided the original signed form will follow.


A proxy need not be a member of the Company but must attend the meeting in person to represent you.


If the proxy form is returned, without an indication of how the proxy shall vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so, how he/she votes.


  APPENDIX I


Amendments to the Articles of Association



  • Change of name to "BlackRock Cash Selection Funds plc";


  • Interpretation - amendments to the definitions of "Acts", "Barclays Global Investors Affiliate", "Client Agreement", "Directive" and "Duties and Charges";


  • Assets of the Company - Articles 17(b)(ii)B, (b)(iii), (b)(vii), (b)(ix) and (b)(x) - amended to clarify that a competent person may be the Investment Manager or the Administrator; and


  • Confirmation of ownership - Article 26 - amended to clarify that written confirmation of ownership may take the form of regular statements of holdings








This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.




This information is provided by RNS
The company news service from the London Stock Exchange
 
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