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Janus Capital Funds (IRSH)

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Friday 29 July, 2016

Janus Capital Funds

Circular

RNS Number : 7252F
Janus Capital Funds PLC
29 July 2016
 

JANUS CAPITAL FUNDS PLC

Arthur Cox Building

Earlsfort Centre

Earlsfort Terrace

Dublin 2

Ireland

                        29 July 2016

This document is important and requires your immediate attention.  If you are in any doubt as to the action you should take you should seek advice from your investment consultant, tax adviser and/or legal adviser as appropriate.

If you have sold or transferred all of your shares in any of the sub-funds of Janus Capital Funds plc (the "Company"), please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible.

 

Unless otherwise defined herein, all capitalised terms used herein shall bear the same meaning as capitalised terms used in the prospectus for the Company dated 1 April 2016, as may be amended or supplemented from time to time (the "Prospectus"). A copy of the Prospectus is available upon request during normal business hours from the Company.

The Directors of the Company accept responsibility for the accuracy of the information contained in this document.  To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Please note that the Central Bank of Ireland (the "Central Bank") has not reviewed this letter.

Dear Shareholder,

RE:      Approval of various proposed amendments to the Company's Memorandum and Articles of Association

 

(A)         INTRODUCTION

The Company is authorised by the Central Bank as an open-ended investment company with variable capital incorporated under the laws of Ireland as a public limited company pursuant to the Companies Act 2014 and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (as amended) (the "Regulations"). The Company is organised as an umbrella fund with segregated liability between sub-funds (each a "Fund").

 

The purpose of this letter is to seek your approval to a number of amendments to the Company's memorandum and articles of association. These proposed changes are to be considered as an item of special business at the forthcoming annual general meeting ("AGM") to be held on 31 August 2016.

 

(B)         AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The Companies Act 2014 (the "2014 Act") became effective on 1 June 2015. As a result, many provisions of the existing company legislation in Ireland were altered. The principal purpose of the resolution is to make certain amendments to the memorandum and articles of association of the Company to ensure that these changes to Irish company law will not have an unintended effect on the memorandum and articles of association by altering how the provisions in the memorandum and articles of association are to be applied.

Some additional housekeeping changes are also proposed to the articles of association as the AGM presents an opportunity to consider making additional changes to bring the document up to date with current Irish requirements. The various proposed changes are described below.

 

1.         Companies Act 2014

The 2014 Act adopts a new approach in regard to the articles of association of Irish companies. Instead of making provisions for a model set of articles of association as was done with Table A in the Companies Act 1963, the 2014 Act now contains specific sections which apply to all companies unless the articles of association specifically exclude them. As these provisions deal with matters which are already specified in the Company's existing articles of association, it is necessary to include a new provision in article 2 in order to disapply these optional sections of the 2014 Act. It is proposed to disapply almost all of the optional provisions. In addition, in light of the 2014 Act, a number of changes are being proposed to the articles to reflect the requirements of the 2014 Act. A summary of each of the sections that it is proposed to disapply and the requirements of the 2014 Act is set out in the Appendix to this letter.

There are also changes to a number of articles to amend the statutory references in order to ensure that they are consistent with the corresponding provisions in the 2014 Act and to ensure that new expressions or terms used in the 2014 Act are reflected in the articles of association so as to avoid any possible confusion that this could otherwise cause. For example, the changes to article 18 are being proposed to ensure that the article is consistent with section 186 of the 2014 Act which uses different terminology and adds to the list of items constituting the ordinary business of the annual general meeting.

2.         Ability to distribute Shareholder communications electronically

It is proposed to amend the articles of association to provide the Company with greater flexibility in the way in which it distributes Shareholder communications. The proposed amendment allows the Company to distribute any notice, financial statements or other document required to be sent to Shareholders by email or by the publication of the notice, financial statements or other documents on a website (as well as by post or courier as is currently permitted).

This proposed amendment is intended to allow the Company the flexibility to provide the financial statements to Shareholders by email or by posting them on a website. Please note that it is only intended that the website will be used for the publication of the financial statements as the financial statements are typically large documents and it is easier, quicker and also less costly for the Company for these to be provided to Shareholders via the website. The other ways in which notices or other documents are distributed to Shareholders using the post, couriers or email will continue to be used for all notices of general meetings and other Shareholder communications.

The consent of a Shareholder will be required in order for any documents to be sent by email or via the website. The proposed amendment to the articles of association provides that this consent shall be deemed to have been satisfied by a Shareholder subscribing for or holding Shares. However, the articles of association also provide that a Shareholder has the ability to revoke this deemed consent at any time by giving 30 days' prior written notice to the Company of the fact that the Shareholder does not want to receive the documents via email or a website. Also, Shareholders will continue to have the right to request a hard copy of the financial statements from the Company at any time and which will be provided free of charge.

3.         Investment in government securities

It is proposed to update the list of countries in which the Company is permitted to invest up to 100% of its assets in transferable securities or money market instruments issued or guaranteed by governments or governmental bodies to include the Government of the People's Republic of China to reflect the Central Bank's current list of permitted government securities.

4.         Quorum at adjourned meetings

It is proposed to amend the articles of association to change that, where a general meeting of the Company or a fund or class is adjourned, the quorum at any adjourned meeting shall be one Shareholder present in person or by proxy and entitled to vote so as to ensure that business at an adjourned meeting can proceed.

5.         Indemnification of the Depositary

Following the entry into force of Directive 2014/91/EU (the "UCITS V Directive") (which replaced the term "custodian" with "depositary") and the introduction of changes to the Depositary's liability standard under the UCITS V Directive, it is proposed to amend the provisions regarding the indemnification of the Depositary to provide generally that, subject to the Regulations, the Depositary shall be entitled to such indemnity as shall be provided under its agreement with the Company.

6.         Amendment to redemption gate provisions

It is proposed to amend the 10% redemption gate provisions in the articles of association to provide that unsatisfied redemption requests are not dealt with in priority to subsequent redemption requests and that the Company shall treat the unsatisfied redemption requests as if they were received on each subsequent dealing day until all of the Shares to which the original redemption request related have been redeemed. In such cases, the Fund may reduce requests pro rata on the next and following dealing days so as to give effect to the above. This proposed amendment reflects the requirements of the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015, that were published by the Central Bank and took effect on 1 November 2015.

Subject to Shareholder approval at the AGM, shareholders should note that the foregoing change applies to all the Funds of the Company and may affect Shareholders' ability to realise their investment in the Funds of the Company.

 

7.         Ability to convert to an Irish Collective Asset-management Vehicle

The Irish Collective Asset-management Vehicles Act 2015 came into effect on 12 March 2015 and provides for the establishment of the Irish collective asset-management vehicle ("ICAV"), a new Irish corporate investment fund vehicle. It is proposed to amend the memorandum of association to provide for the ability to convert the structure of the Company from a public limited company to an ICAV, subject to the requirements of the Central Bank and applicable law. The inclusion of this new power is facilitative and is now routinely included in the memorandum of association of Irish funds. It is not currently intended to convert the structure of the Company to an ICAV. In the event that it is proposed to avail of the ability to convert to an ICAV, such conversion would require the prior approval of Shareholders.

8.         Directors resident in the United Kingdom (the "U.K.")

It is proposed to amend the articles of association to remove the specific restrictions in relation to U.K. resident directors.  The provisions were previously included in light of U.K. tax considerations.  

Voting on amendments

These proposed amendments to the Company's memorandum and articles of association will not result in any material changes to the manner in which the Company currently operates. Accordingly, as all of the changes are intended to preserve the status quo, it is not considered necessary to vote separately on each proposed amendment to the memorandum and articles of association.

(C)         NOTICE OF MEETING TO CONSIDER AND VOTE ON THE CHANGES TO THE ARTICLES OF ASSOCIATION

You will find enclosed a notice of the AGM which will be held at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland on 31 August 2016 at 2 p.m. (Irish time). At the AGM, Shareholders will be asked to consider the items of ordinary business set out in the notice of AGM.  In addition, Shareholders will be asked to consider, as an item of special business, the special resolution approving the amendments to the Company's memorandum and articles of association described above.

The amendments to the Company's memorandum and articles of association require the approval of the Shareholders by way of a special resolution. This means that at least 75% of votes cast by the Shareholders present and voting in person or by proxy at the AGM must vote in favour of the resolution. A copy of the proposed special resolution can be found in the notice of AGM.

A copy of the Company's revised memorandum and articles of association blacklined to show the proposed amendments will be available for inspection at the offices of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland from the date of dispatch of this letter until the close of business on the Business Day in Ireland before the AGM and will also be available for inspection at the place of the AGM for at least 15 minutes prior to and during the meeting.  Shareholders may review the revised memorandum and articles of association online by visiting the Legal Documents section of www.janusinternational.com (please note that all visitors will be required to select a country before entering the site).  A copy of the revised memorandum and articles of association may be obtained, free of charge, upon request during normal business hours from the Company.

 

Subject to Shareholder approval at the AGM, the proposed amendments to the Company's memorandum and articles of association will take effect from the date of the meeting. The proposed removal of priority in respect of unsatisfied redemption requests for Shares referred to under the heading "6. Amendment to redemption gate provisions" under the section headed "(B) Amendments to the Memorandum and Articles of Association") will be subject to Shareholder approval at the AGM but will take effect from the date of approval of the updated Prospectus by the Central Bank on or around 22 September 2016.  

 

(D)         PROXY FORMS

The form of proxy accompanying the notice of AGM enclosed with this letter should be completed and returned in accordance with the instructions thereon so as to be received by post at Janus Capital Funds plc, c/o DST Output (UK) Limited, Evolution House, Choats Road, Dagenham, RM9 6BF, United Kingdom, as soon as possible and in any event, not later than 48 hours before the time fixed for the holding of the AGM.  Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the AGM.

 

(E)          REDEMPTION OF SHARES

To the best of our knowledge, none of the above proposed amendments will have a significant impact on the level of fees and charges payable by the Funds and the risk profile of the Funds.

 

All the costs and expenses associated with the proposed amendments set out above including but not limited to legal fees, costs in relation to printing and issuance of this letter and the costs for holding of the AGM will be borne by the Company.

 

Shareholders who do not wish to remain invested in the Company following the implementation of the changes (if the resolution is passed) will have the opportunity to redeem their Shares on any dealing day prior to the date of the AGM by sending a completed redemption form to the Administrator, Citibank Europe plc by the redemption deadline for the relevant Fund for the relevant dealing day.

 

(F)          CONCLUSION

The Directors of the Company consider that the proposed changes to the Company's memorandum and articles of association are in the best interests of the Shareholders as a whole and recommend that you vote in favour of the proposals.  Should you have any questions relating to these matters, you should contact the Company or the Administrator, Citibank Europe plc or alternatively you should contact your investment consultant, tax adviser and/or legal adviser as appropriate.

 

Yours faithfully,

 

 

_______________________ 

Director

For and on behalf of

Janus Capital Funds plc

 

 

____________________________________________________________________________________________________

 Directors: Mr. Augustus Cheh (US); Mr. Dennis Mullen (US); Mr. Carl O’Sullivan;

Mr. Peter Sandys; Mr. Hans Vogel (Germany)

An umbrella fund with segregated liability between sub-funds

Registered No. 296610; Registered Address: as above

 

APPENDIX

 

Explanation of Companies Act 2014 Amendments to the Memorandum and Articles of Association

Companies Act 2014 Provision

Clause / Article in the Memorandum and Articles of Association

Subject Matter

Explanation of Proposed Amendment / Reason for Disapplication

N/A

Articles 1, 2, 18 and 30

"Definitions", "Preliminary", "Proceedings at General Meetings", "Audit".

References to sections in existing Irish company law to be updated to refer to the corresponding provisions in the 2014 Act. 

Section 65

N/A

Power to convert shares in the Company to stock.

This is not applicable for an investment company such as the Company and has been disapplied.

Sections 77 to 81

N/A

The making of calls in respect of unpaid amounts due on shares issued by the Company.

This is not applicable for an investment company such as the Company and has been disapplied.

Section 83(1)

N/A

The variation of capital.

This is not applicable for an investment company such as the Company and has been disapplied.

Section 94(8)

N/A

The transfer of shares without prejudice to the Stock Transfer Act 1963.

This is not applicable for an investment company such as the Company and has been disapplied.

Section 95(1)

Article 14

Directors' discretion to decline to register a transfer of shares.

This section has been disapplied because this matter is already dealt with in Article 14.

Section 96(2) to (11)

Article 14

The transmission of shares in the Company.

This section has been disapplied because this matter is already dealt with in Article 14.

Section 124

Article 27

The declaration and payment of dividends by the Company.

This section has been disapplied because this matter is already dealt with in Article 27.

Section 125

Article 27

The manner of payment of dividends by the Company. 

This section has been disapplied because this matter is already dealt with in Article 27. Article 27(f) has been updated to include the ability to pay dividends by wire transfer.

Section 126

N/A

The issue of bonus shares by the Company. 

This is not applicable for an investment company such as the Company and has been disapplied.

Sections 144(3) and 144(4)

Article 20

The appointment of directors. 

These sections have been disapplied because this matter is already dealt with in Article 20.

Section 148(2)

Article 20(g) (new Article 20(h))

How the office of a director may be vacated early. 

This section has been disapplied because this matter is already dealt with in Article 20(g) (new Article 20(h)).

Section 158(3)

Article 23

Borrowing powers of the Directors.

This section has been disapplied as otherwise it would make a material alteration to the borrowing powers of the Directors which are already set out in Article 23.

Sections 159 to 165

Articles 20, 21, 22 and 24

The appointment of a managing director, the establishment of board committees, matters relating to board procedure and the appointment of alternate directors.

These sections have been disapplied because these matters are already dealt with in Articles 20, 21, 22 and 24.

Section 161(8)

Article 22(d)

The exercise of voting powers in any other company held or owned by the Company.

A new Article 22(d) has been included in order to ensure consistency with this section.

Section 178(2)

Article 16(d)

The right to convene an extraordinary general meeting

This section has been disapplied as otherwise it would make a material alteration to the right to convene an extraordinary general meeting which is already set out in Article 16(d).

Section 181(6)

Article 17(d)

The accidental omission to give notice of a meeting to any person.

This section has been disapplied because this matter is already dealt with in Article 17(d).

Section 182(2)

Article 18(b)

The quorum at general meetings.

This section has been disapplied because this matter is already dealt with in Article 18(b).

Section 182(5)

Article 18(c)

The adjournment of general meetings.

This section has been disapplied because this matter is already dealt with in Article 18(c). Additional disclosure has been included in Article 18(b) to reflect the quorum requirements at any adjourned meeting as detailed in the shareholder letter.

Section 183(3)

Article 19(h)

The appointment of multiple proxies.

This section has been disapplied as otherwise it would prohibit the appointment of multiple proxies which is already permitted by Article 19(h).

Section 186(c)

Article 18(a)

The items of business at annual general meetings.

This section has been disapplied because this matter is already dealt with in Article 18(a). Article 18(a) has been amended to ensure that it is consistent with Section 186 of the 2014 Act.

Section 187

Article 18

The conduct of the meetings of the Company.

This section has been disapplied because this matter is already dealt with in Article 18.

Section 188

Article 18

Voting at the meetings of the Company. 

This section has been disapplied because this matter is already dealt with in Article 18.

Section 218(3), (4) and (5)

Article 31

The service of notice on members of a company. 

These sections have been disapplied because detailed provision in this regard is made in respect of the Company in Article 31. The section relating to notice requirements has been updated generally (including in relation to the use of electronic means as detailed in the shareholder letter).

Section 228(1)(d)

Article 20(f)

The use of company property by directors. 

This is an entirely new restriction and Article 20(f) has therefore been inserted in order to ensure that directors can continue to use company property subject to such conditions as may be approved by the Board.

Sections 228(1)(e)

Article 21(m)

Directors' interests.

These sections are entirely new. A new Article 21(m) has therefore been inserted in order to make it clear that Section 228(1)(e) shall not restrict anything which may be done by any director in accordance with the prior authorisation of the board or a board committee. In addition, the new article provides that it shall be the duty of each director to obtain the prior approval of the board before entering into any commitment permitted by Sections 228(1)(e)(ii) and 228(2) of the 2014 Act.

Section 229, 230 and 1113

Article 21

The interests of directors. 

These sections have been disapplied because these matters are already dealt with in Article 21.

Sections 233 to 235

Article 33

Indemnification by the Company.

The indemnity set out in Article 33 has been amended to refer to the Act.

Sections 281 to 286

Article 29

Maintenance of accounting records.

Article 29 has been amended in order to take account of the new requirements regarding the maintenance of accounting records set out in these sections.

Sections 338(5), 338(6) and 339(7)

Article 29

The delivery of the financial statements via the website of the Company. 

These sections have been disapplied because this matter is already dealt with in Article 29.

Section 618(1)(b)

Article 32

The distribution of property on a winding up of the Company. 

This section has been disapplied because this matter is already dealt with in Article 32.

Section 620(8)

Article 27(h)

Unclaimed dividends.

This section has been disapplied because this matter is already dealt with in Article 27(h).

Section 1006

Clause 2 Memorandum of Association

Objects clause.

Minor amendments to update the statutory references in this clause to be consistent with the requirements of the 2014 Act.

Section 1090

N/A

The rotation of directors. 

This is not applicable for an investment company such as the Company and has been disapplied.

Section 1092

Article 20

The remuneration of the directors.

This section has been disapplied because this matter is already dealt with in Article 20.

Section 1093

Article 18(n)

Shareholder written resolution.

This section has been disapplied because this matter is already dealt with in Article 18(n).

 

 

 

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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