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Janus Capital Funds (IRSH)

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Thursday 11 August, 2016

Janus Capital Funds

EGM Circular

RNS Number : 9875G
Janus Capital Funds PLC
11 August 2016
 

 

JANUS CAPITAL FUNDS PLC

Arthur Cox Building

Earlsfort Centre

Earlsfort Terrace

Dublin 2

Ireland

 

 

 

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 or other professional adviser.

 

If you have sold or transferred any of your shares in the Janus Asia Fund, a sub-fund 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 other capitalised terms used herein shall bear the same meaning as capitalised terms used in the prospectus of the Company dated 1 April 2016 (the "Prospectus").  A copy of the Prospectus is available upon request during normal business hours from the Administrator.

 

In accordance with the current policy of the Central Bank of Ireland (the "Central Bank"), this document has not been reviewed by the Central Bank.

 

11 August 2016

 

Dear Shareholder,

 

RE:      Proposed amendment to the investment policy of the Janus Asia Fund 

 

We are writing to you as a Shareholder in the Janus Asia Fund (the "Fund"), a sub-fund of the Company. The purpose of this letter is to inform Shareholders of a proposal to amend the investment policy of the Fund as follows, subject to the Shareholder approval at the extraordinary general meeting of the Fund to be held on 6 September 2016:

 

Amendment to the investment policy of the Fund:

 

The Fund pursues its objective by investing principally in common stocks of companies of any size, from larger, well-established companies to smaller, emerging growth companies, which are domiciled in Asia, excluding Japan, or are conducting the predominant portion of their economic activities in one or more countries in Asia.

 

It is proposed to amend the investment policies to expressly provide that the Fund may invest in equity securities or employ investment techniques and instruments which have exposure to the Chinese market. The Fund will be permitted to invest directly in China "B" shares.  The Fund will be permitted to have exposure to China "A" shares indirectly via investments in (i) other collective investment schemes that invest primarily in China "A" shares; (ii) other financial instruments, such as structured notes, participation notes, equity-linked notes; and (iii) financial derivative instruments, such as trading in futures, options and swaps, where the underlying assets consist of securities issued by companies quoted on Regulated Markets in China and/or in unlisted securities of Chinese companies to the extent permitted by the UCITS Regulations as set out in Appendix 4 of the Prospectus, and/or the performance of which is linked to the performance of securities issued by companies quoted on Regulated Markets in China and/or in unlisted securities of Chinese companies to the extent permitted by the UCITS Regulations as set out in Appendix 4 of the Prospectus.  The Fund will also be permitted to invest and have direct access to certain eligible China A-Shares via the Shanghai-Hong Kong Stock Connect.   The Fund will limit its exposure to China "A" shares and China "B" shares in the aggregate to no more than 25% of the Funds' net asset value. The proposed revised investment policies are set out in Appendix A to this letter. 

 

The change in the Fund's investment policy is to give the Fund the ability to invest in equity securities or employ investment techniques and instruments which have exposure to the Chinese market.

 

Extraordinary General Meeting ("EGM"):

 

An EGM of the Shareholders of the Fund will take place at 4 p.m. (Irish time) on 6 September 2016 at Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland.  At the EGM, Shareholders of the Fund will be asked to consider an item of ordinary business, the purpose of which is to pass a resolution approving the proposed amendments to the investment policy of the Fund as set forth in this letter.  The quorum for the meeting is two Shareholders present (in person or by proxy).

 

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned for one week at the same time and place or to such other day, time and place as the Board of Directors may determine. 

 

The amendment to the Fund's investment policy requires the approval of Shareholders of the Fund by way of an ordinary resolution.  This means that over 50% of the Shareholders of the Fund present and voting in person or by proxy must vote in favour of the resolution. A copy of the resolution can be found in the attached notice of EGM.

 

The results of the EGM vote will be available on or about 7 September 2016 on Janus Capital International's website at www.janusinternational.com and at www.ise.ie.  

 

Casting your Vote/Proxy Form:

 

To take part in this vote please return your completed original and signed Form of Proxy to the address specified on the proxy form (i.e. Janus Capital Funds plc, c/o Janus Capital International Limited (Legal Department) 26th Floor, Citypoint, 1 Ropemaker Street, London, EC2Y 9HT) so that it is received by 11 a.m. (Irish time) on 2 September 2016.  Alternatively you may attend the meeting and vote in person. Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the EGM.

 

Effective Date of the changes if approved:

 

The Company will confirm the effective date of the change by way of an announcement which will be available on Janus Capital International Limited's website at www.janusinternational.com and at www.ise.ie.  Subject to Shareholder approval, the changes will take effect on or about 22 September 2016 (the "Effective Date") pursuant to a new prospectus to be noted by the Central Bank.

 

 

Redemption of Shares

 

Subject to Shareholders passing the resolution approving the proposed amendment to the investment policy of the Fund at the EGM, Shareholders who do not wish to remain invested in the Fund will have the opportunity to redeem some or all of their shares during a period of at least 2 weeks after the EGM, which will be confirmed in due course at Janus Capital International's website at www.janusinternational.com and at www.ise.ie.  During such period, redeeming Shareholders will not be subject to contingent deferred sales charge, if applicable, provided they submit their redemption request following the usual redemption procedures as set out in the Prospectus.

 

Recommendation:

 

The Board of Directors recommend that you vote in favour of the ordinary resolution and consider the change to the investment policy to be in the best interests of the Shareholders of the Fund, as a whole.  

 

Please note that a draft prospectus containing, inter alia, the proposed amendment to the investment policy of the Fund will be reviewed by the Central Bank, the home regulator. Should the Central Bank require further material amendments to the proposed amendments to the investment policy of the Fund as set out in the draft prospectus, such amendments shall be brought to the attention of Shareholders of the Fund as soon as is reasonably practicable and, in any event, at the meeting of Shareholders of the Fund before consideration of the resolution. 

 

If you have any questions please do not hesitate to contact your distributor or usual Janus representative.

 

Yours sincerely,

 

 

 

___________________

For and on behalf of

Janus Capital Funds plc

 

Enclosures                    Notice of Meeting;

                                    Form of Proxy

 

 

Appendix A - Revised Investment Policies

 

The Fund's investment objective is to seek to achieve long-term growth of capital.  It pursues its objective by investing principally in common stocks of companies of any size, from larger, well-established companies to smaller, emerging growth companies, which are domiciled in Asia, excluding Japan, or are conducting the predominant portion of their economic activities in one or more countries in Asia. 

 

The Fund may invest in equity securities or employ investment techniques and instruments (as more particularly described below) which have exposure to the Chinese market. The Fund may invest directly in China "B" shares.  The Fund may have exposure to China "A" shares indirectly via investments in (i) other collective investment schemes that invest primarily in China "A" shares; (ii) other financial instruments, such as structured notes, participation notes, equity-linked notes; and (iii) financial derivative instruments (trading in futures and equity swaps, where the underlying assets consist of securities issued by companies quoted on Regulated Markets in China and/or in unlisted securities of Chinese companies to the extent permitted by the UCITS Regulations as set out in Appendix 4, and/or the performance of which is linked to the performance of securities issued by companies quoted on Regulated Markets in China and/or in unlisted securities of Chinese companies to the extent permitted by the UCITS Regulations as set out in Appendix 4).  The Fund may also invest and have direct access to certain eligible China A-Shares via the Shanghai-Hong Kong Stock Connect.  The Fund will limit its exposure to China "A" shares and China "B" shares in the aggregate to no more than 25% of its net asset value.  Only participation notes and structured notes which are unleveraged, securitised and capable of free sale and transfer to other investors and which are purchased through recognised regulated dealers are deemed to be transferable securities which are traded on Regulated Markets. Please see the "Risk Factors and Special Considerations" section herein for a description of certain investment risks specifically in connection with investing in China and investing through the Shanghai-Hong Kong Stock Connect.

 

The Fund may employ investment techniques and instruments (trading in futures and equity swaps and other derivative instruments) for efficient portfolio management (i.e. reduction of risk, reduction of costs, generation of additional capital or income for the Fund) or for investment purposes, subject to the conditions and within the limits from time to time laid down by the Central Bank. Equity swaps will be used to build exposure to equity markets where the Fund has no direct access like China A shares and India. Futures will be used to hedge equity exposures and to efficiently manage equity exposures for large subscriptions and redemptions. Due to its exposure to Developing Markets, an investment in the Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors.

 

 

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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