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Notice of written resolution for UBS Actively Managed Certificate linked to the Old Mutual Wealth Global Portfolio
UBS AG, London Branch
("UBS AG" or the "Company")
(Incorporated and domiciled in Switzerland)
(Registration number: CHE-101.329.561)
ALPHA CODE: UOMWPA
ISIN: ZAE000263919
Notice of written resolution for UBS Actively Managed Certificate linked to
the Old Mutual Wealth Global Portfolio 1 Portfolio (the Notes)
1. Notice of written resolution to Noteholders
UBS AG hereby gives notice to holders of all the outstanding Notes (the
"Noteholders") requesting that they consider and, if thought fit,
consent to the passing of an Extraordinary Resolution in the form of a
written resolution as set out below.
Unless otherwise defined, words and expressions used in this notice
will bear the same meaning as in the Information Memorandum of the
Issuer dated 16 September 2019 (the "Information Memorandum"), to be
read with the amended and restated Final Terms for the Notes dated 16
October 2023 (the "Final Terms").
WHEREAS
Noteholders are required to notify their Broker or Central Securities
Depositary participant by signing the written Extraordinary Resolution
and delivering a signed electronic copy thereof, as set out in paragraph
5 below, by no later than 11 July 2024, being 25 Business Days after
the date of publication of this notice on SENS.
2. Proposed amendments to be made to the Final Terms
The Issuer wishes to amend the Final Terms as specified in the Further
Amended and Restated Final Terms.
The purpose for the amendments is to change the identity of the Reference
Portfolio Advisor from Absa Bank Limited ("Absa") to Old Mutual Wealth
Trust (Pty) Ltd ("Old Mutual Wealth"). At present, Absa delegates
management of the Reference Portfolio to Old Mutual Wealth. Old Mutual
Wealth will be appointed directly as Reference Portfolio Advisor. The
Issuer also proposes consequential amendments to the way in which the
fees and costs associated with the creation, maintenance, and management
of the Reference Portfolio are calculated (though the total fees and
costs associated with the Notes will remain unchanged), as well as the
investment parameters applicable to the Reference Portfolio and certain
other terms of the Notes. Given that Old Mutual already performs the
Reference Portfolio Advisor role on a delegated basis, the proposed
amendments are not expected to have a material impact on Noteholders.
Changes will also be made to the JSE long name and will be amended from
UBS OMWPA 17 Oct27 to UBS AMC OMW GLOBAL EQ.
3. REQUEST
The Issuer proposes amending the Final Terms and replacing them with
Further Amended and Restated Final Terms by passing the written
Extraordinary Resolution listed below. The proposed amendments to the
Final Terms as set out in the Further Amended and Restated Final Terms
(marked-up and clean version) are available and can be downloaded along
with the Schedule 1 (Form of Written Resolution) voting form, from the
following KeyInvest website (under the documents tab):
https://keyinvest-za.ubs.com/product/detail/index/isin/ZAE000263919
Should the Extraordinary Resolution be approved by a requisite majority
of the Noteholders, the proposed amendments specified in the Further
Amended and Restated Final Terms will become effective as at the date
of the notice of the results being released on SENS.
4. DEFINITION OF EXTRAORDINARY RESOLUTION
In the case of paragraph 3 above, in terms of Condition 15(t) and read
with Condition 15(2), a written Extraordinary Resolution of the
Noteholders, means a resolution in writing submitted electronically to
all Noteholders, entitled to exercise voting rights in relation to the
resolution, and signed by all the Noteholders who for the time being
are entitled to receive notice of a meeting in accordance with the
provisions of this Condition 12 (Notices).
In accordance with Condition 15, none of the Issuer or any subsidiary
of the Issuer or any guarantor of the Issuer's obligations under the
Notes, will have any voting rights in respect of Notes held by it.
5. SUBMISSION OF SIGNED RESOLUTION BY NOTEHOLDERS
Each Noteholder is required to sign the Extraordinary Resolution (see
also Schedule 1 (Form of Written Resolution) which is available and
downloadable from the following website: https://keyinvest-
za.ubs.com/product/detail/index/isin/ZAE000263919) and deliver a signed
copy thereof, by no later than 12:00 midday on 11 July 2024, by e-mail
to their Broker or Central Securities Depositary participant by making
their relevant election.
On receipt of the signed written resolution from each Noteholder, the
relevant Central Securities Depository Participant is required to notify
Computershare Investor Services Proprietary Limited of the Noteholder's
vote for, against, or abstaining from voting in respect of the written
resolution together with the outstanding Nominal Amount of the Notes
held and voted on by that Noteholder in the signed written resolution,
by e-mailing it to proxy@computershare.co.za by no later than 11 July
2024.
Extraordinary Resolution
1. Extraordinary Resolution Number 1 of the Noteholders of all outstanding
notes - Amendments to Final Terms
Pursuant to Condition 15.2 of the General Terms and Conditions of the
Notes, the Noteholders hereby resolve that:
(i) the amendments to the Final Terms specified in the Further Amended
and Restated Final Terms, be and are hereby approved and the Amended
and Restated Final Terms shall accordingly supersede and replace
the Final Terms; and
(ii) this Written Resolution shall take effect as an Extraordinary
Resolution for the purposes of the General Terms and Conditions of
the Notes.
Salient Dates:
The following timetable sets out expected dates for the written resolution:
Record Date (determine who is in the Friday, 31 May 2024
register)
Announcement on SENS Wednesday, 05 June 2024
Deemed delivery date of written notice Wednesday, 12 June 2024
Voting period opens Thursday, 13 June 2024
Voting period (last day to vote) closes at Thursday, 11 July 2024
12:00 midday
Publication of results on SENS and Friday, 12 July 2024
finalisation announcement
Expected last day to trade prior to the Tuesday, 23 July 2024
name change (old JSE long name)
Expected listing of and trading in the new Wednesday, 24 July 2024
name (new JSE long name: UBS AMC OMW GLOBAL
EQ)
Record date Friday, 26 July 2024
Accounts of dematerialised securities Monday, 29 July 2024
holder updated by CSDPs / Brokers
Notes:
1. All times are South African times as the above dates and actions are
in terms of the JSE Corporate Action timetable
2. Noteholders are advised that the note strategy, as well as the
performance history, the ISIN, the Alpha code and the JSE short name
will remain unchanged.
For further information regarding the Notice of written resolution and/or
the AMCs, please contact:
UBS KeyInvest South Africa
Tel.: +27 11 322 7129 / 7317
E-mail: keyinvestza@ubs.com
Web: http://keyinvest-za.ubs.com
Johannesburg
05 June 2024
Sponsor: UBS South Africa (Pty) Limited
Date: 05-06-2024 11:30:00
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