It is brought to the attention of the shareholders of Nordea Fund of Funds – Value Masters Fund and Nordea 1 – Global Stable Equity Fund – Euro Hedged that the board of directors of Nordea Fund of Funds, SICAV and the board of directors of Nordea 1, SICAV (each the “Board” and together the “Boards”) have decided to merge the assets and liabilities of Nordea Fund of Funds – Value Masters Fund (the “Merging Sub-Fund”) with the assets and liabilities of Nordea 1 – Global Stable Equity Fund – Euro Hedged (the “Receiving Sub-Fund”).
The Receiving Sub-Fund is a sub-fund of Nordea 1, SICAV, a Luxembourg-based undertaking for collective investment in transferable securities authorised by the Luxembourg supervisory authority under Part I of the law of December 17, 2010, on undertakings for collective investment, as amended (the “2010 Law”).
The merger will be the operation whereby the Merging Sub-Fund on being dissolved without going into liquidation, will transfer its assets and liabilities on the effective date of the merger (the “Effective Date”) to the Receiving Sub-Fund.
The intention of the Boards is to merge the Merging Sub-Fund with the Receiving Sub-Fund on the Effective Date by way of merger in accordance with the definition of “merger” in article 1 (20) (a) of the 2010 Law and as further described in Article 76 (1) of the 2010 Law as follows:
i. all the assets and liabilities of the Merging Sub-Fund shall be transferred to the Receiving Sub-Fund or, as the case may be, to J.P. Morgan Bank Luxembourg S.A. (the “Depositary”), as depositary of the Receiving Sub-Fund;
ii. the shareholders of Class BP- EUR shares of the Merging Sub-Fund become shareholders of Class BP- EUR shares of the Receiving Sub-Fund; and
iii. the Merging Sub-Fund will cease to exist on the Effective Date.
Without prejudice to notice requirements and free redemption/conversion rights, the implementation of the merger is not subject to the prior approval of the shareholders.
The present notice provides appropriate and accurate information on the proposed merger to the respective shareholders so as to enable them to make an informed judgement of the impact of the merger on their investment.
1. Context and justification of the merger
1.1. The reason for the merger is that the level of the assets of the Merging Sub-Fund has fallen below a level considered by the board of directors of Nordea Fund of Funds, SICAV as the minimum for operating in an efficiently economical manner.
1.2. By merging the Merging Sub-Fund into the Receiving Sub-Fund, the combined estimated values, together with the potential for new investments in the Receiving Sub-Fund should provide the benefit of greater fund size and therefore, economies of scale, with the expectation that this should enable relatively lower costs in the future compared to the total net asset value. For these reasons, we believe the interests of shareholders will be better served if the Merging Sub-Fund was merged with the Receiving Sub-Fund.
2. Expected impact of the merger on the shareholders of the Merging Sub-Fund
2.1. On implementation of the merger, shareholders in the Merging Sub-Fund will receive new shares in accordance with the terms set out herein and become shareholders in the Receiving Sub-Fund.
2.2. The Merging Sub-Fund and the Receiving Sub-Fund operate under the respective investment objective and policy specified in Appendix 1. The risk profile of the Merging Sub-Fund and the Receiving Sub-Fund is also set out in Appendix 1.
2.3. The fees for the Receiving Sub-Fund differ from those of the Merging Sub-Fund, as set out in Appendix 1.
2.4. The procedures that apply to matters such as dealing, subscription, redemption, switching and transferring of shares as well as the investment restrictions and method of calculating the net asset value, are similar in the Merging Sub-Fund and the Receiving Sub-Fund. A comparison is set out in Appendix 1.
2.5. Shareholders in the Merging Sub-Fund are advised to consult their own professional advisers as to the legal, financial and tax implications of the merger under the laws of the countries of their nationality, residence, domicile or incorporation.
2.6. No costs and expenses resulting from or incidental to the implementation of the merger, or the termination of the Merging Sub-Fund, will be borne by the Merging Sub-Fund or the shareholders the Merging Sub-Fund.
2.7. The merger will be notified in writing to the Shareholders in the Merging Sub-Fund and in the Receiving Sub-Fund in accordance with the 2010 Law. Shareholders in the Merging Sub-Fund and in the Receiving Sub-Fund will have the right to request without any charge other that those retained to meet disinvestment costs (as the case may be), the redemption or conversion of their Shares. This right shall be effective during at least thirty (30) calendar days from the sending of this notice and shall cease to exist five (5) business days before the date for calculating the merger exchange ratio of Section 6 below.
3. Expected impact of the merger on the shareholders of the Receiving Sub-Fund
3.1. On implementation of the merger, shareholders in the Receiving Sub-Fund will continue to hold the same shares in the Receiving Sub-Fund as before and there will be no change in the rights attaching to such shares. The implementation of the merger will not affect the fee structure of the Receiving Sub-Fund and will not result in changes to the articles of association, KIID or Prospectus of the Receiving Sub-Fund.
3.2. Neither of the costs of the merger will be borne by the Receiving Sub-Fund nor by its shareholders.
3.3. On implementation of the merger the aggregate net asset value of the Receiving Sub-Fund will increase as a result of the transfer of the Merging Sub-Fund’s assets and liabilities.
4. Rebalancing of the portfolio of the Merging Sub-Fund and the Receiving Sub-Fund before or after the merger
4.1. During the last week preceding the merger, the portfolio of the Merging Sub-Fund will be invested in cash, in order to transfer to the Receiving Sub-Fund only cash positions.
4.2. The merger will not have any material impact on the portfolio of the Receiving Sub-Fund and it is not intended to undertake any rebalancing on the portfolio of the Receiving Sub-Fund before or after the merger.
5. Criteria adopted for valuation of the assets and liabilities in order to calculate the exchange ratio
5.1. On the Effective Date Nordea Bank S.A. (the “Administrative Agent”), after having determined the net asset value per Class BP- EUR Shares of the Merging Sub-Fund and of Class BP- EUR Shares of the Receiving Sub-Fund, including any accrued income, in accordance with the valuation provisions set out in their Prospectus, shall confirm the net asset value per each share to Nordea Investment Funds S.A. and to the board of directors of Nordea Fund of Funds, SICAV, and Nordea 1, SICAV in order to determine the exchange ratio.
5.2. Both the Merging Sub-Fund and the Receiving Sub-Fund have the same Depositary. The Depositary shall issue a confirmation, in accordance with the requirements of article 70 of the 2010 Law confirming that it has verified the type of merger and the UCITS involved, the Effective Date of the merger and that the rules applicable, respectively, to the transfer of assets and liabilities and exchange of shares as set out herein are in accordance with the requirements of the 2010 Law.
6. Calculation method of the exchange ratio
6.1. The number of new shares in the Receiving Sub-Fund to be issued to each shareholder will be calculated using an exchange ratio calculated on the basis of the net asset value of the shares of the Merging Sub-Fund and of the shares in the Receiving Sub-Fund, calculated in accordance with Sections 5.1 and 5.2 above. The relevant Shares in the Merging Sub-Fund will then be cancelled.
6.2. The exchange ratio will be calculated as follows:
– the net asset value per Class BP- EUR Share of the Merging Sub-Fund is divided by the net asset value per share of the Class BP- EUR Share in the Receiving Sub-Fund;
The applicable net asset value per share of the Merging Sub-Fund and per share of the Receiving Sub-Fund will be those having both been determined on the Effective Date.
6.3. The issue of new shares in the Receiving Sub-Fund in exchange for shares of the Merging Sub-Fund will not be subject to any charge.
6.4. In accordance with the above provisions, the net asset value per share in the Merging Sub-Fund and the net asset value per share in the Receiving Sub-Fund will not necessarily be the same. Therefore, while the overall value of their holding will remain the same, shareholders in the Merging Sub-Fund may receive a different number of new shares in the Receiving Sub-Fund than the number of shares they had previously held in the Merging Sub-Fund.
6.5. No cash payment shall be made to shareholders in exchange for the shares.
7. Risk of dilution of the performance
7.1. The proposed merger being a merger whereby the Merging Sub-Fund will be 100% invested in cash, a single operation will take place– as at the Effective Date– the Merging Sub-Fund will transfer this cash position to the Receiving Sub-Fund. Therefore there will be no dilution of the performance.
7.2. The shareholders of the Merging Sub-Fund will be transferred to the corresponding class of shares of the Receiving Sub-Fund.
8. Effective Date of the Merger
8.1. The Effective Date of the merger shall be on April 5, 2016, or such later date as may be determined by the board of directors of Nordea Fund of Funds, SICAV and the board of directors of Nordea 1 SICAV. The Effective Date is notified to the shareholders in each of the Merging Sub-Fund and the Receiving Sub-Fund in writing.
9. Rules applicable to the transfer of assets and the issue of New Shares
9.1. On the Effective Date, the Administrative Agent shall put in place, or procure the putting in place, of all necessary instructions to deliver and/or transfer, or procure the delivery and/or transfer to the Depositary of the Receiving Sub-Fund, or to its order, the cash position.
9.2. As consideration for the transfer to the Depositary of the Receiving Sub-Fund of the assets and liabilities under clause 9.1 above, the Administrative Agent shall calculate and determine the number of new shares to be allocated to shareholders and shall issue such new shares to each of the shareholders on the register of shareholders of the Merging Sub-Fund as provided by the Administrative Agent. The number of new shares (fractions to four decimal places) to be issued to each shareholder on the Effective Date will be calculated using the exchange ratio calculated under clause 6 above.
10. Procedural aspects
10.1. Shares of the Merging Sub-Fund can be subscribed until 3.30 p.m. Luxembourg time on March 29, 2016. After 3.30 p.m. Luxembourg time of March 29, 2016, the possibility to subscribe for shares in the Merging Sub-Fund will be suspended.
10.2. Shares of the Merging Sub-Fund can be redeemed or converted free of charges from February 19, 2016 until 3.30 p.m. Luxembourg time on March 29, 2016.
10.3. Shares of the Receiving Sub-Fund can be redeemed or converted free of charges from February 19, 2016 until 3.30 p.m. Luxembourg time on March 29, 2016.
10.4. All costs related to the merger shall be borne by Nordea Investment Funds S.A.
11. Role of the auditor
11.1. In compliance with article 71 (1) of the 2010 Law, the Merging Sub-Fund shall entrust an auditor to validate the criteria adopted for valuation of the assets and, as the case may be, the liabilities (as set out in Sections 6.2 and 6.3 above) and the calculation method of the exchange ratio as well as the actual exchange ratio (as set out in Sections 6.2. and 6.3. above) on the date for calculating the exchange ratio, as referred to in article 75 (1) of the 2010 Law;
11.2. A copy of the report of the auditors will be made available on request and free of charge to the participants of both the Merging Sub-Fund and the Receiving Sub-Fund as well as to the CSSF.
12. Key investor information
The shareholders of the Merging Sub-Fund are invited to consult the KIID of the Receiving Sub-Fund which is appended to the present notice and which is also available at the registered office of Nordea Investment Funds S.A. Such document is also available at the www.nordea.lu.
We would like to draw your attention to the importance of reading carefully the key investor information document of the Receiving Sub-Fund, attached to the present notice.
13. Additional information
Shareholders having any question relating to the above changes should not hesitate to contact their financial advisor or Nordea Investment Funds S.A., Client Relationship Services at the following telephone number +352 43 39 50 – 1.
The shareholders of the Merging Sub-Fund who have not redeemed or converted their shares will, as of the Effective Date become shareholders of the Receiving Sub-Fund and their shares will be automatically converted into shares of the Receiving Sub-Fund on the basis of the exchange ratio resulting from the net asset value of the Effective Date.
14. Tax
The shareholders of the Merging Sub-Fund and of the Receiving Sub-Fund are invited to consult their own tax advisors in respect to the tax impact of the contemplated merger.
Yours faithfully
On behalf of the Boards of Directors
February 19, 2016.
Appendix I
Key features of the Merging and Receiving Sub-Fund
Appendix II