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PROPOSALS FOR THE CHANGE OF INDEX OF THE AFFECTED SECURITIES WITH A CONNECTED REDUCTION IN DAILY SWAP RATE

WisdomTree Multi Asset Issuer PLC
·19-min read

8 March 2021

LSE Code: VIXL

WISDOMTREE MULTI ASSET ISSUER PUBLIC LIMITED COMPANY
(a public company incorporated with limited liability in Ireland)
WISDOMTREE S&P 500 VIX SHORT-TERM FUTURES 2.25X DAILY LEVERAGED SECURITIES
(ISIN: IE00BLRPRH06)

PROPOSALS FOR THE CHANGE OF INDEX OF THE AFFECTED SECURITIES WITH A CONNECTED REDUCTION IN DAILY SWAP RATE

NOTICE OF CORRECTION AND CHANGE OF DATE IN RESPECT OF THE MEETING OF THE ETP SECURITYHOLDERS CONVENED BY THE CIRCULAR DATED 12 FEBRUARY 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you are recommended to consult your independent financial adviser.

If you have sold or transferred all of your WisdomTree S&P 500 VIX Short-Term Futures 2.25x Daily Leveraged Securities (the “Affected Securities”) of Wisdomtree Multi Asset Issuer Public Limited Company (the “Issuer”), please send this document, together with the accompanying form of proxy, at once to the purchaser or transferee or stockbroker, banker or other agent through whom the sale or transfer was made, for onward transmission to the purchaser or transferee.

The Issuer refers to a circular dated 12 February 2021 (the “Original Circular”). The Original Circular purported to convene a meeting of the holders of the Affected Securities at 11 a.m. on Wednesday, 10 March 2021 (the “Original Meeting”).

The Issuer has been made aware that due to technical and operational reasons the Original Circular was not fully and properly notified to ETP Securityholders in accordance with the conditions of the Affected Securities. As such the Original Meeting was not validly convened and will not be held. The Issuer hereby announces a correction to the Original Circular.

A corrected notice of meeting along with an updated form of proxy is enclosed to this Notice of Correction. The meeting of the Affected Securities will now be convened at 11.00 a.m. on 7 April 2021 in the same manner and place as set out in the Original Circular (the “Meeting”). ETP Securityholders are encouraged to ignore the details of the Original Meeting. ETP Securityholders should make arrangements to vote at the Meeting as detailed herein.

For proxies to be accepted, the Issuer must receive the relevant proxies by not later than 11.00 a.m. on 5 April 2021 (or, in the event that the Meeting is adjourned, not later than 11.00 a.m. on the day that falls two days before the time of Adjourned Meeting). As the Affected Securities of the Issuer use the International Central Securities Depositary (ICSD) model of settlement and Citivic Nominees Limited is the sole registered Holder of Affected Securities under the ICSD settlement model, Holders of the Affected Securities should submit their voting instructions through the relevant ICSD or the relevant participant in an ICSD (such as a local central securities depositary, broker or nominee).

Holders of Affected Securities should also note that the deadlines set by any intermediary or by Euroclear or Clearstream, Luxembourg (together the “ICSDs”) will be earlier than the deadlines set out in this notice of correction.

Holders of the Affected Securities are advised to check with any bank, securities broker or other intermediary through which they hold their Affected Securities when such intermediary would need to receive instructions from a holder of the Affected Securities in order for such holder of the Affected Securities to participate in the Meeting by the deadlines specified in this circular. The deadlines set by any such intermediary and each ICSD for the submission instructions will be earlier than the relevant deadlines specified in this circular.

Holders of the Affected Securities are responsible for complying with all of the procedures for participating in the Meeting. None of the Issuer, the Manager or the Trustee, or any of their respective directors, officers, employees, agents, representatives or affiliates, assumes any responsibility for informing holders of the Affected Securities of irregularities with respect to compliance with such procedures.

In relation to the delivery instructions or obtaining voting certificates or otherwise making arrangements for the giving of voting instructions, in each case through the ICSDs, holders of the Affected Securities should note the particular practice and policy of the relevant ICSDs, including any earlier deadlines set by such ICSD. This may include the requirement to resubmit votes in relation to any adjourned meeting.

The Meeting is being held to consider proposals for the change of Index of the Affected Securities with a connected reduction in Daily Swap Rate. Full details of the Proposal and Extraordinary Resolution are set out in the Original Circular.

Holders of the Affected Securities are therefore directed to the original notification made public on 12 February 2021, and also available on the website of the Issuer, at https://www.wisdomtree.eu/en-gb/-/media/eu-media-files/other-documents/operational/corp-action/boost/rns-corporate-actions/vixl-index-switch-circular_2021.pdf.

Holders of the Affected Securities have received a form of proxy by post in respect of the Original Meeting (the “Original Proxy”). Holders of the Affected Securities should note that a duly completed Original Proxy deposited in respect of the Original Meeting will continue to be valid for the Meeting unless previously revoked or suspended by a further form of proxy prior to the Meeting.

In accordance with normal practice, The Law Debenture Trust Corporation p.l.c., as trustee, expresses no opinion as to the merits of the proposals, the terms of which were not negotiated by it. It has however authorised it to be stated that, on the basis of the information contained in the Original Circular and in this document (which it advises holders of Affected Securities to read carefully) it has no objection to the form in which the proposals and Notice of Meeting are presented to holders of Affected Securities for their consideration.

Holders of the Affected Securities will be notified of the outcome of the Meeting shortly thereafter.


NOTICE OF MEETING

WISDOMTREE MULTI ASSET PUBLIC LIMITED COMPANY

Notice of a meeting of the holders (the “Affected Securities Holders”)

of the WisdomTree S&P 500 VIX Short-Term Futures 2.25x Daily Leveraged Securities

(the “Affected Securities”) of the Issuer

NOTICE is hereby given that, pursuant to the provisions of the Trust Deed dated 30 November 2012, as supplemented and amended constituting (inter alia) the Affected Securities and made between (1) WisdomTree Multi Asset Issuer Public Limited Company (the “Issuer”), (2) The Law Debenture Trust Corporation p.l.c. (the “Trustee”) and (3) WisdomTree Multi Asset Management Limited (the “Manager”), as amended, a meeting of the Affected Security Holders convened by the Issuer will be held by way of virtual meeting (due to ongoing social distancing measures in relation to the COVID-19 pandemic it is impractical and inadvisable to hold a physical meeting) on Wednesday, 7 April 2021 at 11.00am local time for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution of the Affected Securities Holders pursuant to the terms of the Trust Deed.

EXTRAORDINARY RESOLUTION

“THAT this meeting of the holders (the “Affected Securities Holders”) of the WisdomTree S&P 500 VIX Short-Term Futures 2.25x Daily Leveraged Securities of WisdomTree Multi Asset Issuer Public Limited Company (the “Issuer”) constituted by the Master Trust Deed dated 30 November 2012 (as subsequently amended) and as supplemented by a Supplemental Trust Deed dated 16 March 2016 (as amended) (the “Trust Deed”) and made between the Issuer, WisdomTree Multi Asset Management Limited (the “Manager”) and The Law Debenture Trust Corporation p.l.c. as Trustee (the “Trustee”) for (inter alios) the Affected Securities Holders, hereby:

  1. pursuant to Paragraph 2, Schedule 7 of the Master Trust Deed, sanctions and consents to the following amendments:

    1. change of the Index of the Affected Securities from “S&P 500 VIX Short-term Futures Index ER” to “S&P 500 VIX Short-term Futures Index (0930-1600 ET) (USD) ER”;

    2. Decrease the Daily Swap Rate from “0.01181 per cent. per day” to 0.00966 per cent. per day;

together, the “Proposals”;

  1. assents to the modification of the Trust Deed on the terms set out in the draft of a deed of amendment (substantially in the form of the draft produced to the meeting and signed for the purposes of identification by the Chairman) (the “Deed of Amendment”) in order to give effect to and to implement the Proposals and this Extraordinary Resolution at any time after the passing of this Extraordinary Resolution, together with any minor consequential modifications (if any) thereto agreed between the parties;

  2. consents to, sanctions, requests, empowers, ratifies, approves, authorises, directs and instructs the Trustee to concur in and execute the Deed of Amendment with the Issuer embodying the Proposals referred to in paragraph (1) of this Extraordinary Resolution in substantially the form of the draft produced to the meeting and signed for the purposes of identification by the Chairman (with such additions or modifications, if any, as shall be agreed between the Issuer, the Manager and the Trustee);

  3. generally sanctions, authorises, directs, instructs and empowers the Trustee, the Manager and the Issuer to concur in and execute and do, all such other deeds, instruments, acts and things as may be necessary or desirable to carry out and give effect to this Extraordinary Resolution and the implementation of the Proposals;

  4. holds harmless, discharges and exonerates the Trustee from and against any and all liability which it has or may have become responsible for under the Trust Deed, the Affected Securities or any other transaction documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such modifications or the implementation of those modifications (including, for the avoidance of doubt, the directions and/or information contained herein) and irrevocably waives any claims against the Trustee for complying with the directions given in paragraphs (3) and (4) of this Extraordinary Resolution even though it may subsequently be found that there is a defect in the passing of this Extraordinary Resolution or that for any reason this Extraordinary Resolution is not valid or binding on the Affected Securities Holders;

  5. authorises, approves, acknowledges and instructs the Trustee not to obtain any legal opinions in relation to, or to make any investigation or enquiry into, the power and capacity of any person to enter into the Deed of Amendment, or the validity or enforceability thereof and confirms that the Trustee shall not be liable to the Affected Securities Holders for the failure to do so or for any consequences resulting from following the directions given by the Affected Securities Holders in this Extraordinary Resolution;

  6. assents to, approves and sanctions every abrogation, modification, waiver, compromise or arrangement in respect of the rights of the Affected Securities Holders against the Issuer (whether or not such rights arise under the Trust Deed, the Affected Securities or otherwise) if, and to the extent, that they result from the modifications and amendments referred to in paragraphs (1) and (2) above;

  7. irrevocably waives any claim that Affected Securities Holders may have against the Trustee arising as a result of any loss or damage which Affected Securities Holders may suffer or incur as a result of the Trustee acting on this Extraordinary Resolution and/or entry into and effectiveness of the Deed of Amendment and performance under the Trust Deed (including but not limited to circumstances where it is subsequently found that this resolution is not valid or binding on the ETP Securityholders) and further confirms that Affected Securities Holders will not seek to hold the Trustee liable for such loss or damage;

  8. agrees that this Extraordinary Resolution shall take effect as an extraordinary resolution pursuant to paragraph 2 (Powers of a Meeting) of Schedule 7 (Provisions for Meetings of ETP Securityholders) of the Trust Deed;

  9. acknowledges that the Proposals contemplated by this Extraordinary Resolution will not become effective until the Deed of Amendment is executed by all the parties thereto; and

  10. confirms that terms used in this Extraordinary Resolution and not otherwise defined bear the same meanings as in the Trust Deed.”



WisdomTree Multi Asset Issuer Public Limited Company

By Order of the Board

Apex IFS Limited

2nd Floor. Block 5
Irish Life Centre, Abbey Street Lower Dublin 1, D01P767
Ireland

Secretary

Monday, 8 March 2021

NOTES

1. As the Affected Securities of the Issuer use the International Central Securities Depositary (ICSD) model of settlement and Citivic Nominees Limited is the sole registered Holder of Affected Securities under the ICSD settlement model, Holders of the Affected Securities should submit their voting instructions through the relevant ICSD or the relevant participant in an ICSD (such as a local central securities depositary, broker or nominee).
2. The quorum for passing an Extraordinary Resolution shall be two or more persons being Affected Securities Holders present in person or by proxy or (in the case of an Affected Securities Holder which is a corporation) by its duly authorised representative and holding or representing in the aggregate in the aggregate more than 50 per cent. of the number of Affected Securities for the time being outstanding.
3. On a show of hands every Affected Securities Holder who is present in person or by proxy or (in the case of an Affected Securities Holder which is a corporation) by its duly authorised representative shall have one vote. On a poll every Affected Securities Holder who is so present shall have one vote in respect of each Affected Securities of which it is the holder or in respect of which it is the proxy or duly authorised representative. Extraordinary Resolutions are passed by a majority of at least 75 per cent of the votes cast at a duly convened meeting.
4. If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) from the time appointed for holding the Meeting a quorum is not present, the Meeting will stand adjourned to such day and time being not less than 14 nor more than 42 calendar days later and to such place as may be appointed by the Chairman and at such adjourned meeting the quorum will be two or more persons being Affected Securities Holders present in person or by proxy or (in the case of an Affected Securities Holder which is a corporation) by its duly authorised representative whatever the aggregate face value of the Affected Securities for the time being outstanding held or represented by them.
5. Only those Affected Securities Holders registered in the register of Affected Securities Holders as at 6.00 p.m. on 5 April 2021 (or, in the event that the Meeting is adjourned, on the register of Affected Securities Holders at 6.00 p.m. on the day that falls two days before the time of any adjourned meeting) shall be entitled to attend or vote at the Meeting in respect of the Affected Securities registered in their name at that time. Changes to entries on the register of Affected Securities Holders after 6.00 p.m. on 5 April 2021 shall be disregarded in determining the rights of any person to attend or vote at the Meeting (or adjourned meeting).


WisdomTree Multi Asset Issuer Public Limited Company

WisdomTree S&P 500 VIX Short-Term Futures 2.25x Daily Leveraged Securities (the “Affected Securities”)

Form of Proxy in respect of a meeting (the “Meeting”) of holders of Affected Securities (the “Affected Security Holders”)

I/We ______________________________________________ being an Affected Security Holder of the above named Affected Securities hereby appoint the Chairman of the Meeting or (see note 1 below)

Name(s): ………………………………………………………………………………………..

Address: …………………………………………………………………………………………

to attend as my/our proxy and to vote for me/us and on my behalf all Affected Securities (or such lesser number of Affected Securities as I/we hereby indicate ________________) held by me/us at the meeting to be held at 11.00 am (local time) on 7 April 2021 and at any adjournment thereof (the “Adjourned Meeting”).

Signature or common seal

Name ………………………………………………………………………………………..

Position ……………………………………………………………………… (e.g. Authorised Signatory)

Dated ……………………………

Please indicate with an "X" in the space below how you wish your vote to be cast (see note 6).

Extraordinary Resolution (see note 3)

For

Against

1. To approve the proposal as set out in the attached Notice of Meeting (1) to (11) inclusive.







NOTES

  1. An Affected Security Holder entitled to attend and vote at the Meeting is also entitled to appoint one or more proxies to attend and vote instead of him or her. The proxy need not be an Affected Security Holder. If more than one proxy is appointed a separate form of proxy should be completed for each person appointed and each form of proxy should show the number of Securities to which it relates.

  2. Unless you wish to authorise your proxy to act in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for an Affected Security Holder, the full voting entitlement for that designated account), please specify the number of Securities in relation to which they are authorised to act. In the absence of any such specification, the proxy shall be authorised to act in respect of the full voting entitlement.

  3. The extraordinary resolution is set out in full in notice of meeting set out at the end of the accompanying notice of correction dated 8 March 2021.

  4. To be effective, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited by the registered holder at the office of Link Registrars Limited, PO Box 1110, Maynooth, Co. Kildare, Ireland (if by post) or by Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854 (if delivered by hand) not later than 11.00 a.m. on 5 April 2021 (or, in the event that the Meeting is adjourned, not later than 11.00 a.m. on the day that falls two days before the time of Adjourned Meeting). Completion and return of the form of proxy will not preclude an Affected Security Holder from attending and voting in person at the Meeting. As the Affected Securities of the Issuer use the International Central Securities Depositary (ICSD) model of settlement and Citivic Nominees Limited is the sole registered Holder of Affected Securities under the ICSD settlement model, Holders of the Affected Securities should submit their voting instructions through the relevant ICSD or the relevant participant in an ICSD (such as a local central securities depositary, broker or nominee), instead of submitting this Form of Proxy to the Link Registrars Limited.

  5. The quorum for passing an Extraordinary Resolution shall be two or more persons being Affected Security Holders present in person or by proxy or (in the case of an Affected Security Holder which is a corporation) by its duly authorised representative and holding or representing in the aggregate not less than 50 per cent of the number of Affected Securities for the time being outstanding. At an Adjourned Meeting the quorum for passing an Extraordinary Resolution shall be two or more persons being Affected Security Holders present in person or by proxy or (in the case of an Affected Security Holder which is a corporation) by its duly authorised representatives, whatever the aggregate face value of the Affected Securities for the time being outstanding held or represented by them.

  6. If you sign and return this form without any indication as to how the proxy is to vote, the Chairman will exercise their discretion both as to how they vote on any resolution put to the Meeting. On a show of hands every Affected Security Holder who is present in person or by proxy or (in the case of an Affected Security Holder which is a corporation) by its duly authorised representative shall have one vote. On a poll every Affected Security Holder who is so present shall have one vote in respect of each Affected Security of which it is the holder or in respect of which it is the proxy or duly authorised representative. Extraordinary Resolutions are passed by a majority of at least 75 per cent of the votes cast at a duly convened meeting.

  7. If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) from the time appointed for holding the Meeting a quorum is not present, the Meeting will stand adjourned to such day and time being not less than 14 nor more than 42 calendar days later (or, in the case of a meeting called to consider the reduction of the Principal Amount of the ETP Securities following a Threshold Redemption Event only, not more than 30 calendar days) and to such place as may be appointed by the Chairman and at such Adjourned Meeting the quorum will be two or more persons being Affected Security Holders present in person or by proxy or (in the case of an Affected Security Holder which is a corporation) by its duly authorised representative whatever the aggregate face value of the Affected Securities for the time being outstanding held or represented by them.

  8. Only those Affected Security Holders registered in the register of Affected Security Holders as at 6:00 p.m. on 5 April 2021 (or, in the event that the Meeting is adjourned, on the register of Affected Security Holders at 6:00 p.m. on the day that falls two days before the time of any Adjourned Meeting) shall be entitled to attend or vote at the Meeting in respect of the Affected Securities registered in their name at that time. Changes to entries on the register of Affected Security Holders after 6:00 p.m. on 5 April 2021 (or, in the event that the Meeting is adjourned, on the register of Affected Security Holders after 6:00 p.m. on the day that falls two days before the time of Adjourned Meeting) shall be disregarded in determining the rights of any person to attend or vote at the Meeting (or Adjourned Meeting).

  9. Any alteration made to this form of proxy should be initialled by the person(s) signing it.

  10. In the case of joint holders, the vote of the senior (according to the order in which the names stand in the register in respect of the holding) who tenders a vote in person or by proxy will be accepted to the exclusion of the votes of the other joint holder(s).