SUPPLEMENT NO December 2014

Transcription

1 The directors of IVI Umbrella Fund plc (the Directors ) listed in the Prospectus dated 23 December 2014 (the Prospectus ) in the Management and Administration section, accept responsibility for the information contained in the Prospectus and this Supplement. 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 Supplement is in accordance with the facts as of the date of this document and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. IVI EUROPEAN FUND (A Portfolio of IVI Umbrella Fund plc, an umbrella fund with segregated liability between subfunds authorised by the Central Bank of Ireland pursuant to the European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations 2011 (as amended) SUPPLEMENT NO December 2014 This Supplement forms part of, and should be read in the context of, and together with, the Prospectus in relation to IVI Umbrella Fund plc (the Company ) and contains information relating to IVI European Fund (the Portfolio ) which is a separate portfolio of the Company, represented by a series of shares in the Company (the Shares ). In order to discourage shortterm investment in the Portfolio, a 3% redemption fee may at the discretion of the Company be charged on Shares in accordance with the conditions outlined in this Supplement. Proceeds from such redemption fees will be paid into the assets of the Portfolio. There are three Classes of Shares issued in respect of the Portfolio, namely the Euro Class Shares, Pound Sterling Class and Swiss Franc Class Shares, each denominated in Euro, GBP and CHF respectively. This Supplement does not constitute, nor contain an offer or invitation to subscribe for, or to purchase the Shares in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

2 INDEX Page No Definitions...3 Investment Objective and Policies...3 Efficient Portfolio Management...4 Investment Risks...4 Subscriptions...5 Redemptions...7 Distribution Policy...7 Fees and Expenses...8 Soft Commissions...9 2

3 DEFINITIONS Words and terms defined in the Prospectus have the same meaning in this Supplement unless otherwise stated herein. The Base Currency of the Portfolio is Euro. For the purpose of Share dealings and valuations of the Portfolio, Dealing Day shall mean each Business Day or such other day or days as the Directors may determine and notify in advance to Shareholders and to the Administrator provided that there shall be at least two Dealing Days per month. INVESTMENT OBJECTIVE AND POLICIES The Portfolio s overall investment objective is to preserve capital and to increase the value of the capital over time. Although it is impossible to guarantee any capital preservation in the short-term, the Investment Manager believes that the philosophy of purchasing companies at a substantial discount to their intrinsic values should deliver absolute positive returns in the medium to long term. The discount to intrinsic value should act as a margin of safety for each investment. The Portfolio will invest in Pan-European equities including Eastern Europe. For the purposes of this Supplement a Pan-European equity is defined as any equity security of (i) a company having its registered office in Europe; (ii) a company having its registered office outside Europe which derives a substantial part of its revenues from activities in Europe; (iii) a company having its registered office outside Europe with its principal offices (ie headquarters) located in Europe; (iv) a company having its registered office outside Europe with its shares listed on a European market; or (v) a holding company, the interests of which are predominantly invested in companies with their registered office in Europe. The MSCI Europe Index (the Index ) will be used as the reference benchmark for the Portfolio. The Index is a free float-adjusted market capitalisation index that is designed to measure developed market equity performance in Europe. As at 28 November 2014, the Index consisted of the following 15 developed market country indices: Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. The Portfolio does not intend to track the Index, but instead will focus on individual companies that may or may not belong to the Index. It can therefore be expected that the Portfolio will deviate substantially from the reference benchmark in its composition, risk and returns. The Portfolio s holdings will be well diversified (e.g. with investments in between 30 and 100 companies). Through diversification, individual company risk can be reduced without inhibiting the Portfolio s capacity to deliver strong returns. The Investment Manager will take a valuation driven approach in achieving its investment objective. The Investment Manager s aim is to establish the intrinsic value of a company through extensive research and analysis. The calculation of the intrinsic value will comprise valuation approaches inter alia based on considerations of break-up value, discounted cash flow value, franchise value, over the cycle earnings power and private market transaction benchmarks. The Investment Manager will also take into account factors such as ownership structure, corporate governance and the quality of management of the relevant companies. Once the intrinsic value has been established, the Portfolio will generally purchase those companies which trade at a substantial discount to that value. Capital will be allocated towards those investments offering the most substantial discounts to intrinsic value. On an ongoing basis the Investment Manager will endeavour to (i) minimise the price to intrinsic value ratio; and (ii) maximise the long-term compounding in value of the Portfolio. Shareholders should be aware that patience is required with this investment approach as the discount to intrinsic value generally does not close quickly. At times when the Investment Manager is of the opinion that there are insufficient suitable investment opportunities in the Pan-European equities market, the Portfolio may hold large amounts of Portfolio monies invested in money market instruments, cash equivalents and short-term deposits of European 3

4 issuers, listed and unlisted, with high grade ratings, which may not exceed more than 50% of the Net Asset Value. The Portfolio may also invest in European government bonds up to a limit of 25% of the Net Asset Value and in European corporate bonds which are investment grade and non-investment grade, with a fixed or floating rate, up to a limit of 10% of the Net Asset Value. The Portfolio may also invest in financial derivative instruments ( FDIs ) of European issuers, such as long put options, long and covered call options, warrants, convertible bonds, contracts for differences relating to equities and futures for investment purposes, provided that the total aggregate exposure of the Fund to FDI counterparties will not exceed 10% of the Net Asset Value of the Portfolio. The Investment Manager anticipates that the use of such FDIs will enable the Portfolio to avail of certain investment opportunities in circumstances where the price of the relevant FDI is at a substantial discount to the underlying value. The assets of the Portfolio will be invested in accordance with the UCITS Regulations described under Investment Considerations in the Prospectus. The investment objective and policies of the Portfolio will be adhered to and, in the absence of exceptional circumstances, will not be altered for at least three years following the admission of the Shares to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange and then only with Shareholder approval. The investment objective and policies will not at any time be materially altered without the consent of the Shareholders by Ordinary Resolution cast at a general meeting. In the event of any such change, a reasonable notification period shall be provided sufficient to permit Shareholders to redeem should they so desire. The typical investor in the Portfolio will be a medium to long-term investor who is looking to receive capital appreciation by investing in the Portfolio. This typically means a minimum time horizon of 3 to 5 years but can be less depending upon individual risk profiles. EFFICIENT PORTFOLIO MANAGEMENT The Portfolio may employ investment techniques and instruments for efficient portfolio management of its assets for investment purposes or for hedging against market movements, currency exchange or interest rate risks or otherwise as detailed under the heading Portfolio Investment Techniques in the Prospectus. In particular, the Company may enter into spot and forward foreign exchange contracts, financial futures and lend securities for these purposes. INVESTMENT RISKS Investors in the Portfolio should understand that all investments involve risk and that there can be no guarantee against loss resulting from an investment in the Portfolio nor can there be any assurance that the Portfolio s investment objective will be attained. As with any investment in securities, the value of, and income from, an investment in the Portfolio may decrease as well as increase, depending on a variety of factors which may affect the values and income generated by the investments of the Portfolio, including general economic conditions, market factors and currency exchange rates. Additionally, investment decisions made by the Investment Manager will not always be profitable or proved to have been correct. Investment in the Portfolio should not constitute a substantial proportion of an investor s portfolio and may not be appropriate for all investors. Investment in the Portfolio carries with it a degree of risk including, but not limited to, the risks described in the Investment Risks section of the Prospectus. These investment risks are not purporting to be exhaustive and potential investors should review the Prospectus and this Supplement carefully before making an application for Shares. Other risk factors which are specific to the Portfolio include: Share Currency Designation Risk The Pound Sterling Class Shares are denominated in GBP and the Swiss Franc Class Shares are denominated in CHF whereas the Base Currency of the Portfolio is Euro. It is not intended to hedge the 4

5 Pound Sterling Class Shares or the Swiss Franc Class Shares against any fluctuation in the value of the Base Currency relative to GBP and CHF respectively. Accordingly in the event that the Base Currency differs from GBP or CHF, the relevant Shareholder will bear the risk of any currency fluctuation. A currency conversion will take place in respect of the Pound Sterling Class Shares and Swiss Franc Class Shares on subscriptions, redemptions, exchanges and distributions at the rate of exchange available to the Administrator and the cost of conversion will be deducted from the relevant Pound Sterling Class Shares or Swiss Franc Class Shares. Developing Market Risk The Portfolio may invest in securities of companies and governments of developing market countries. There are certain risks involved in such securities, which are in addition to the usual risks inherent in investment in securities of more developed countries. These risks include those resulting from fluctuations in currency exchange rates, revaluation of currencies, future adverse political and economic developments and the possible imposition of currency exchange blockages or other foreign governmental laws or restrictions, reduced availability of public information concerning issuers, the lack of uniform accounting, auditing and financial reporting standards and other regulatory practices and requirements that are often less rigorous than those applied in more developed countries. Securities of many companies in developing market countries may be less liquid and the prices more volatile than those securities of comparable companies in non-developing market countries. Certain developing market countries are known to experience long delays between the trade and settlement dates of securities purchased or sold. In addition, with respect to certain developing market countries, there is a possibility of expropriation, nationalisation, confiscatory taxation and limitations on the use or removal of funds or other assets of the Portfolio, including the withholding of dividends. Moreover, individual economies of developing market countries may differ favourably or unfavourably from the economies of non-developing market countries in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Investment in foreign securities may also result in higher operating expenses due to the cost of converting foreign currency into the base currency of the Portfolio, higher valuation and communications cost and the expense of maintaining securities with foreign custodians. SUBSCRIPTIONS Swiss Franc Class Shares shall be available for subscription at an initial offer price of CHF 10 from 13 February 2012 until 1 p.m on 23 June 2015 or such earlier or later date as the Directors may determine and notify the Central Bank and the Irish Stock Exchange (the Closing Date ), subject to receipt by the Company of a completed subscription application form and subscription proceeds as specified below before pm (Irish time) on the Closing Date provided however, where subscription monies are not received by pm (Irish time) on the Closing Date, any Director may authorise the Administrator to accept the subscription, and provisionally allot Shares, subject to the receipt of the cleared subscription monies within three Business Days under the terms and conditions described in the paragraph below. Thereafter (and in the case of all other Share Classes, from the date of this Prospectus) Shares will be issued at their Net Asset Value per Share, subject to the provision for duties and charges in respect of the issue of the Shares and rounding as provided for in the Articles on each Dealing Day. In order to receive Shares in the Portfolio at their Net Asset Value per Share as of any particular Dealing Day, a subscription application form must have been properly completed and submitted (in accordance with the procedures outlined below) and Subscription proceeds must be paid to the account specified below, or by transfer of assets in accordance with the provisions described in this Prospectus, no later than three Business Days after the relevant Dealing Day. Subscription application forms must be received by the Administrator, either by post, or by facsimile (with original to follow by post), before pm (Irish time) on the Business Day preceding the relevant Dealing Day or such other time as the Directors may from time to time determine and notify to Shareholders and the Central Bank. Notwithstanding the above, subsequent subscriptions for Shares may also be submitted to the Administrator by any form of secure electronic communication agreed in advance with the Administrator, provided that all on-going anti-money laundering checks have been completed, and 5

6 provided that the subscription application is received by the Administrator at the address as specified below and before 12:00 pm (Irish time) on the Business Day preceding the relevant Dealing Day. Subscription monies must be paid in the Base Currency of the Portfolio or in the case of a subscription in a share class denominated in a currency other than the Base Currency, paid in the currency in which such share class is denominated by wire transfer to the account(s) specified in this Prospectus, or by transfer of assets in accordance with the provisions described in the Prospectus, no later than the third Business Day after the relevant Dealing Day. If cleared funds representing the subscription monies are not received by the Company by close of business on the third Business Day following the relevant Dealing Day, the Directors reserve the right to cancel the provisional allotment of Shares. In such an event the investor shall indemnify the Company, and the Administrator for any loss suffered by the Company as a result of the investor s failure to transmit the subscription monies in a timely fashion. In circumstances where an application is received from an existing Shareholder and subscription monies are not received within the time set out in the Prospectus, the Company may, at its discretion, redeem or sell part of the Shareholder s existing shareholding to satisfy any loss incurred. In the event that the Directors decide not to cancel a provisional allotment of Shares notwithstanding that cleared funds have not been received by the Company by the relevant cut-off time, the Directors reserve the right to charge interest (at a rate equal to LIBOR + 3.5% or such other rate as the Directors may from time to time determine) on such subscription monies commencing on the third Business Day following the relevant Dealing Day. The Company may issue fractional Shares (rounded to the nearest one thousandth of a Share) where the net subscription monies received by the Company are insufficient to subscribe for a whole number of Shares. Applications for Shares which are received after the time set out above will be held until the following Dealing Day. Subscription monies received from applicants prior to the receipt of a completed subscription application form will be maintained (without interest) in an account opened by the Custodian in the name of the Company, the monies will not be available for investment and will remain the property of the applicant until the relevant subscription application is accepted by the Company. The minimum initial subscription amount for the Euro Class Shares is EUR10,000. The minimum subsequent subscription amount for the Euro Class Shares is EUR5,000. The minimum initial subscription amount for the Pound Sterling Class Shares is GBP10,000. The minimum subsequent subscription amount for the Pound Sterling Class Shares is GBP5,000. The minimum initial subscription amount for the Swiss Franc Class Shares is CHF10,000. The minimum subsequent subscription amount for the Swiss Franc Class Shares is CHF5,000. The Directors reserve the right at any time to vary or waive the above minimum amounts with respect to any investor in the Portfolio. Subscription application forms should be sent by post or facsimile (with the original to follow by post) to the Distributor or relevant sub-distributor for onward transmission to the Administrator in accordance with the details set out in the application form or to the Company at the following address: IVI Umbrella Fund plc, c/o State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson s Quay. Dublin 2, Ireland, Tel: Fax: Notwithstanding the above, subsequent subscriptions for Shares may be submitted to the Administrator by telephone or by any form of secure electronic communication agreed in advance with the Administrator, provided that all ongoing anti-money laundering checks are complete. Amendments to any subscription application form submitted can only be effected upon receipt of an original subsequent amended subscription application form. Subscription monies for Euro Class Shares must be in Euro, subscription monies for the Pound Sterling Class Shares must be in Pound Sterling and subscription monies for the Swiss Franc Class Shares must be in Swiss Francs. Subscription monies should be sent by electronic transfer to the relevant account set out in the subscription application form. 6

7 REDEMPTIONS Shareholders may request the redemption of all or any of their Shares on any Dealing Day at their Net Asset Value per Share as of the relevant Dealing Day (such value will be the Net Asset Value per Share as at 5.00 pm (Irish time) on the Business Day preceding the relevant Dealing Day), provided that a properly completed redemption request form approved by the Company from time to time which must be received by the Administrator by post or by facsimile before pm (Irish time) on the Business Day preceding the relevant Dealing Day or such earlier time as the Directors may agree and notify to Shareholders provided that if applicable, the redemption request must be accompanied by such evidence of ownership as the Administrator may request. Shareholders will not be entitled to withdraw redemption requests unless otherwise agreed by the Administrator in consultation with the Directors. The Administrator may request the original of the redemption request form in order for payment to be made, provided, however, that payment may be made where a redemption request has been submitted by fax or any form of secure electronic communication agreed with the Administrator and where payment is made to the account specified by the Shareholder in its original subscription application form, or such other account as may be specified by original notice in writing to the Administrator. Redemption request forms should be sent by post, by facsimile (with the original to follow where requested by the Administrator) to the Administrator, or to the Administrator at the address specified above under Subscriptions or by any form of secure electronic communication agreed in advance with the Administrator. Amendments to any Redemption request form submitted can only be effected upon receipt of an original subsequent amended Redemption request form. Unless otherwise agreed with the Company, redemption proceeds will be paid by wire transfer at the expense of the relevant Shareholder to the Shareholder s account as specified in the Shareholder s subscription application form or as otherwise specified in writing by the Shareholder to the Company. Redemption proceeds will be paid by the Company within three Business Days of the relevant Dealing Day, subject to the receipt by the Administrator of the completed renunciation documentation outlined above. Where the Investment Manager is unable to invest a percentage of the assets of the Portfolio and advises the Company that it is unlikely to identify suitable investments for a period of at least one year, the Company may, upon notifying all Shareholders in the Portfolio, redeem by mandatory re-purchase, an amount of Shares equivalent to that percentage of assets which the Investment Manager is unable to invest. DISTRIBUTION POLICY It is not intended to declare dividends in respect of the Euro Class Shares and Swiss Franc Class Shares and all net income and net realised capital gains attributable to the Euro Class Shares and Swiss Franc Class Shares will be accrued in the Net Asset Value per Share of those Shares. In respect of the Pound Sterling Class Shares, the Directors intend to, but are not obliged to, declare an annual dividend. Dividends, if declared, will be distributed within one calendar month of the relevant declaration date. The Directors do not intend to declare a dividend where it would be uneconomical to pay the dividend to Shareholders. In accordance with the provisions of the UK Offshore Funds (Tax) Regulations 2009, HM Revenue & Customs have confirmed that with effect from 1 January 2011, the Euro Share Class and the Pound Sterling Share Class of the Portfolio have been accepted into the reporting fund regime. It is the intention of the Director to obtain and maintain UK reporting fund status in respect of the Swiss Franc Share Class in respect of all periods for which the Swiss Franc Share Class is in issue. The Directors may therefore determine to no longer declare dividends in respect of the Pound Sterling Share Class and shall notify Shareholders accordingly. Further details in respect of the UK Offshore (Tax) Regulations 2009 and their impact on UK investors are set out in the "Taxation - UK Taxation" section of the Prospectus. 7

8 It is expected that rates of dividends declared in respect of different classes of Shares in the Portfolio will vary due to different allocations of expenses to each such class of Shares. The Company may introduce equalisation arrangements designed to ensure an appropriate treatment of dividends payable on Shares. Such equalisation arrangements may require Shareholders, upon subscription, to make an equalisation payment into an equalisation account maintained by the Portfolio, so that the amount distributed on all classes of Shares will be the same for all Shares of the same type, notwithstanding different dates of issue. A sum equal to that part of the issue price of a Share which reflects income (if any) accrued up to the date of issue will be deemed to be an equalisation payment and treated as repaid to Shareholders with the first distribution or accumulation for the Portfolio to which the Shareholder is entitled in the same accounting period as that in which the Shares are issued. Dividends in respect of any class of Shares of any Portfolio will automatically be reinvested in additional Shares of the same class of the same Portfolio unless a Shareholder has elected on the relevant Application Form to have all dividends paid by wire transfer to the bank account designated in the Application Form or in a subsequent written instruction signed by the Shareholder and sent to the Administrator at the address specified in the SUBSCRIPTIONS section above. FEES AND EXPENSES Investors should refer to the section headed FEES AND EXPENSES in the Prospectus. INVESTMENT MANAGEMENT FEES The Investment Manager shall be entitled to receive an investment management fee payable out of the assets of the Portfolio at an annual rate of 1.25% of the Net Asset Value accruing daily and payable monthly in arrears at the end of each calendar month. The Investment Manager shall be entitled to receive from the Company all reasonable out-of-pocket expenses properly incurred by the Investment Manager which shall be payable out of the assets of the Portfolio. The Investment Manager or any sub-investment manager may from time to time and at their sole discretion and out of their own resources decide to rebate to some or all Shareholders or to intermediaries, part or all of the investment management fee. ADMINISTRATION FEES The Administrator shall be entitled to receive, out of the assets of the Portfolio, an annual fee which shall accrue daily and be payable monthly in arrears at a rate which shall not exceed 0.10% of the Net Asset Value. Any additional class will be charged a monthly minimum fee not to exceed EUR1,500 per class or its foreign currency equivalent per class per month. The Administrator is also entitled to receive transfer agency fees and reporting fees, which fees will be charged at normal commercial rates and be subject to certain minimum monthly charges. In addition, the Administrator shall be entitled to be reimbursed all reasonable out-of-pocket expenses properly incurred which shall be payable out of the assets of the Portfolio. The fees set out above are exclusive of VAT (if any), which is payable out of the assets of the Portfolio. CUSTODIAN FEES The Custodian will be entitled to a monthly fee in respect of its custody services out of the assets held on behalf of the Portfolio in an amount which will not exceed 0.02% per annum of the average daily net assets of the Portfolio for the relevant month (plus value added tax, if any, thereon). The Portfolio custody fees shall accrue daily and be payable monthly in arrears. The Custodian shall also be entitled to payment out of the assets of the Portfolio of transaction charges, safekeeping fees and subcustodian fees which shall be charged at normal commercial rates. The Custodian shall also be entitled to be reimbursed out of the assets held of the Portfolio for all reasonable out-of-pocket expenses incurred by it on behalf of the Portfolio and all reasonable out-of-pocket expenses of any sub-custodian appointed by the Custodian. 8

9 All amounts payable by the Company under the Custodian Agreement shall carry interest from the due date of payment up to and including the date of actual payment at a rate equal to 2% above the cost of the amount of funds outstanding on the Dublin Interbank market, such interest to accrue from day to day as well after as before judgement and any such amounts payable in respect of interest and any other amounts payable whatsoever or howsoever arising pursuant to any of the provisions of the Custodian Agreement may be debited by the Custodian from the Company s account. The Custodian shall account to the Company on request for all sums desired by the Custodian from the Company s account. SUBSCRIPTIONS The Company does not intend to charge a subscription fee in relation to the Portfolio. REDEMPTIONS In order to discourage short term investment in the Portfolio, a 3% redemption fee may at the discretion of the Company be charged on Shares, in circumstances where the Dealing Day on which redemption is effected is within 90 days from the relevant Dealing Day on which the relevant Shares were issued. Proceeds from such redemption fees will be paid into the assets of the Portfolio. The Company does not intend to charge a redemption fee in relation to the Portfolio in any other circumstances. ESTABLISHMENT AND ORGANISATIONAL EXPENSES The Portfolio s establishment and organisational expenses (including expenses relating to the negotiation and preparation of the contracts to which it is a party, the costs of preparing and printing the Prospectus and related marketing materials, the costs of obtaining a listing on the Irish Stock Exchange and the fees and expenses of its professional advisors), all of which are payable out of the assets of the Portfolio, did not exceed EUR100,000. This amount is included in and not additional to the amount of EUR100,000 referred to in the Fees and Expenses section of the Prospectus. These expenses have been amortised as at the date of the Prospectus. MISCELLANEOUS FEES, COSTS AND EXPENSES The Portfolio will also pay a proportion of certain other fees, costs and expenses incurred in its operation, including without limitation, fees and expenses for legal, auditing and other professional services, registration and filing fees and other expenses due to regulatory, supervisory and fiscal authorities or agencies in various jurisdictions in relation to the obtaining and maintenance of authorisations, registrations or listings of the Portfolio or the Shares or any class of Shares or otherwise and all professional and other fees and expenses in connection therewith and the cost of publication of the Net Asset Value of the Shares and other fees, costs and expenses incurred in connection with the conduct of its business and the offering or promotion of the Shares. SOFT COMMISSIONS The Investment Manager may effect transactions by or through the agency of another person with whom the Investment Manager may have an arrangement under which that party will, from time to time, provide to, or procure for the Investment Manager, services or other benefits such as research and advisory services, or research services and performance methods, portfolio valuation and analysis, market price services etc. The provision of such services can reasonably be expected to benefit the Portfolio as a whole and may contribute to an improvement in the Portfolio s performance and that of the Investment Manager in providing services to the Portfolio. It is the policy of the Investment Manager to obtain best execution on all transactions for all Shareholders. Soft commission transactions shall be disclosed in the annual report and audited annual accounts for the Company and each Portfolio. SK