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Notice of written resolution for UBS Actively Managed Certificate linked to the ABSA SPM Globa Equity Portfolio
UBS AG, London Branch
("UBS AG" or the "Company")
(Incorporated and domiciled in Switzerland)
(Registration number: CHE-101.329.561)
ALPHA CODE: UABSPA
ISIN: ZAE000261590
Notice of written resolution for UBS Actively Managed Certificate linked to
the ABSA SPM Global Equity 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 24
October 2024 (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 17 September 2025, being 20 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.
(i) change the identity of the Reference Portfolio Advisor from Absa
Bank Limited (Absa) to Absa Stockbrokers and Portfolio Management
(Pty) Limited (Absa SPM). At present, Absa Bank Limited delegates
management of the Reference Portfolio to Absa SPM. The Issuer now
wishes to appoint Absa SPM directly as Reference Portfolio Advisor.
Consequently, the Issuer proposes adjustments to the fees and costs
associated with the creation, maintenance, and management of the
Reference Portfolio. The Issuer Management Fee will be adjusted
from 0.55% per annum to 0.25% per annum, while the Reference
Portfolio Advisor fee will be adjusted from 0.25% per annum to
0.55% per annum. The net position of the total fees and costs
associated with the Notes will remain unchanged at 0.80% per annum.
Additionally, adjustments will be made to the investment parameters
and other terms of the Notes. Given that Absa SPM already performs
the Reference Portfolio Advisor role on a delegated basis, the
proposed amendments are not expected to have a material impact on
Noteholders.
(ii) update the description of the Notes and the JSE long name as
detailed below. These changes are administrative in nature and are
therefore not expected to have a material impact on Noteholders;
and
Description changes:
Old Description: ABSA SPM Global Equity Portfolio
1 Portfolio
New Description: ABSA SPM Global Equity Portfolio
Old JSE Long Name: UBS ABSPA 22Aug28
New JSE Long Name: UBS AMC ABS SPM GLBL EQ
(iii) enable the Issuer to extend the Expiration Date on three separate
occasions for an additional period of five years.
(iv) benchmarked against MSCI ACWI Net Total Return USD Index (Bloomberg
page: NDUEACWF Index).
(v) update the underlying investment universe as detailed in the table
below:
Old underlying stock MSCI World Index
constituents: Bloomberg ticker: MXWO Index
S&P 500 Index
Bloomberg ticker: SPX Index
Russell 2000 Index
Bloomberg ticker: RTY Index
Tokyo Stock Exchange Tokyo Price Index
Bloomberg ticker: TPX Index
STOXX Europe 600 Price Index
Bloomberg ticker: SXXP Index
MSCI EM DR Capped Index
Bloomberg ticker: MXCXMTBA Index
New underlying stock Developed Market (as defined in the
constituents: most recent MSCI Global Investable
Market Indexes Methodology) worldwide
stocks and shares listed on the Main
Board of the Johannesburg Stock
Exchange.
The Reference Portfolio may also
include stocks which are American
Depository Receipts (ADRs) and Global
Depository Receipts (GDRs), subject to
the Issuer's ability to access and
offer such stocks.
Old underlying ETF ISHARES COR FTSE 100-USD H-D
universe: Bloomberg Ticker: ISFD LN Equity
ISHARES CORE S&P 500 ETF
Bloomberg Ticker: IVV UP Equity
ISHARES GLOBAL REIT ETF
Bloomberg Ticker: REET UP Equity
ISHARES IBOXX INVESTMENT GRA
Bloomberg Ticker: LQD UP Equity
ISHARES MSCI EMERGING MARKET
Bloomberg Ticker: EEM UP Equity
ISHARES MSCI EUROPE EX-UK
Bloomberg Ticker: IEUX SE Equity
VANGUARD FTSE EMERGING MARKE
Bloomberg Ticker: VWO UP Equity
VANGUARD REAL ESTATE ETF
Bloomberg Ticker: VNQ UP Equity
VANGUARD S&P 500 ETF
Bloomberg Ticker: VOO UP Equity
VANGUARD S&P 500 GROWTH ETF
Bloomberg Ticker: VOOG UP Equity
SPDR GOLD SHARES
Bloomberg Ticker: GLD UP Equity
New underlying ETF Only ETFs that are physically
universe: replicated, exposed to Developed Market
(as defined in the most recent MSCI
Global Investable Market Indexes
Methodology) worldwide stocks or
benchmark indices as well as ETFs
listed on the Main Board of the
Johannesburg Stock Exchange may be
incorporated as ETF Constituents.
New underlying FX G10 currencies and ZAR may be
forward universe: incorporated
New underlying USD / EUR & GBP synthetic
currency account:
(vi) update the Final Terms in compliance with the recent updated Debt
& Specialist Securities Listing Requirements.
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 documents tab): https://keyinvest-
za.ubs.com/product/detail/index/isin/ ZAE000261590.
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 effected 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/ ZAE000261590) and deliver a
signed copy thereof, by no later than 12:00 midday on Wednesday, 17
September 2025, 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 Wednesday,
17 September 2025.
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 register) Friday, 08 August 2025
Announcement on SENS Wednesday, 13 August 2025
Deemed delivery date of written notice Wednesday, 20 August 2025
Voting period opens Thursday, 21 August 2025
Voting period (last day to vote) closes Wednesday, 17 September 2025
at 12:00 midday
Publication of results on SENS and Thursday, 18 September 2025
finalisation announcement
Expected last day to trade prior to the Tuesday, 30 September 2025
name change (old JSE long name: UBS ABSPA
22Aug28)
Expected listing of and trading in the Wednesday, 01 October 2025
new name (new JSE long name: UBS AMC ABS SPM
GLBL EQ)
Record date Friday, 03 October 2025
Accounts of dematerialised securities Monday, 06 October 2025
holder updated by CSDPs / Brokers
Note:
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 and the ISIN 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 / 7000
E-mail: keyinvestza@ubs.com
Web: http://keyinvest-za.ubs.com
Johannesburg
13 August 2025
Sponsor: UBS South Africa (Pty) Limited
Date: 13-08-2025 10:30:00
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