Waystone ETF ICAV - Extraordinary General Meeting of the Shareholders of FlexShares Listed Private Equity UCITS ETF
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This circular (the "
Circular
") is sent to you as a Shareholder of FlexShares Listed Private Equity UCITS ETF, a sub-fund of Waystone ETF ICAV
.
It is important and requires your immediate attention
.
If you are in any doubt as to the action you should take you should seek advice from your stockbroker, bank manager, solicitor, accountant or independent financial adviser
.
This
Circular
and the changes it proposes have not been reviewed by the
_________________________________________________________________________________
Waystone ETF ICAV
EXTRAORDINARY GENERAL MEETING
OF THE SHAREHOLDERS OF
FLEXSHARES LISTED PRIVATE EQUITY UCITS ETF
If you have sold or transferred your shares in the Fund, please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.
WAYSTONE ETF ICAV
Registered Office:
An open-ended umbrella Irish collective asset-management vehicle with segregated liability between sub-funds formed in
Unless otherwise defined herein, all capitalised terms used herein shall bear the same meaning as capitalised terms used in the latest prospectus of Waystone ETF ICAV (the "ICAV") dated
The Directors of the ICAV accept responsibility for the information contained in this document. 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 document is in accordance with the facts and does not omit anything likely to affect the import of such information.
RE: FLEXSHARES LISTED PRIVATE EQUITY UCITS ETF (the "Fund")
Notification of change of name of the Fund and of an extraordinary general meeting to change the investment objective and policy of the Fund.
Dear Shareholder,
1. INTRODUCTION
The ICAV is authorised by the
The purpose of this letter is to notify you of:
(i) a change in name of the Fund; and
(ii)
an extraordinary general meeting ("
EGM
") to consider, and vote on, a proposed material amendment to the investment objective and policy of the Fund (the "
1. CHANGE OF NAME OF THE FUND
It is intended to change the name of the Fund to "Northern Trust Listed Private Equity UCITS ETF" to reflect the 2026 rebranding of "FlexShares" to "Northern Trust ETFs".
1. MATERIAL CHANGE TO INVESTMENT OBJECTIVE AND POLICY AND REFERENCE INDEX
3.1 Change to Investment Objective and Policy
The current investment objective of the Fund is to closely match the risk and return characteristics of the Foxberry Listed Private Equity SDG Screened USD Net Total Return Index (the " Existing Index ").
The Existing Index is provided by
Therefore, it is proposed that the Fund's investment objective be changed such that the Fund will aim to closely match the risk and return of listed equity securities that represent the performance of companies associated with private equity investing. The Fund's investment policy shall be updated to reflect that it shall seek to achieve its investment objective by investing in transferable securities that as far as possible and practicable consists of the component securities of the MSCI World IMI Listed Private Equity Select (USD Net Total Return) Index (the " New Index ").
The consequent changes to the Fund's investment policy resulting from the change to the New Index relate to the descriptions by MSCI (the " Index Provider "), of the Index Provider's process for compiling the New Index, the weighting of its constituents and the ESG exclusions applied by the Index Provider.
The New Index is designed to reflect the risk and return characteristics of the leading listed private equity companies that invest in transferable securities such as common stock, depositary receipts, preferred shares, warrants (not more than 5% of the Fund's Net Asset Value), and convertible securities (such as convertible preference shares, share purchase rights and bonds convertible into common or preferred shares). Each such constituent of the New Index is required to meet the specific size, liquidity and business activity requirements and be operating or be established in developed markets, as determined by the Index Provider.
The anticipated tracking error and the risk profile of the Fund are expected to remain the same, following the transition to the New Index. The Total Expense Ratio will not change as a result of the proposed change to the New Index. Shareholders should note that
For avoidance of doubt, the
Further information on the limits applied are provided under the Appendix "Special Business - Ordinary Resolution" attached to this Circular . Further information regarding the index change can be found at https://foxberry.com/press_releases/Foxberry_Listed_Private_Equity_SDG_Screened_Index_Migration_Dec_2025.pdf .
Investors should note that:
Subject to approval by the Shareholders, the changes will be effective on or around
3.2
Notice of EGM to Consider and Vote on the
In order to obtain approval for the
Subject to Shareholder approval being obtained, this change will take effect from the date of issuance of an updated supplement. This is expected to occur on or around
Investors should note that the supplement for the Fund (the "
Supplement
"), the Key Investor Information Document ("
UCITS KIID
") and the Key Information Document ("
PRIIPS KID
") will be updated at the Effective Date or as soon as possible thereafter, subject to the approval by the
3.3 Proxy Form / Shareholders unable to attend the EGM
Please note that you are only entitled to attend and vote at the Meeting (or any adjournment thereof) if you are a registered shareholder. As the sub-funds in the Company use the International Central Securities Depositary ("
ICSD
") model of settlement and
The form of proxy accompanying the Notice of EGM should be completed and returned in accordance with the instructions thereon, so as to be received by post to the Company Secretary,
3.4 Repurchase of Shares
Should you wish to redeem your shareholding as a result of the
1. RECOMMENDATION
The Directors believe that the
1. PUBLICATION OF RESULT
The result of the EGM will be announced through the regulatory news service on Euronext Dublin website and will be published in an appropriate manner in each of the other jurisdictions in which the Fund is listed on a stock exchange.
Should you have any questions relating to these matters, you should either contact us at the above address or alternatively you should contact your investment consultant.
Yours sincerely,
________________
Director
for and on behalf of
Waystone ETF ICAV
WAYSTONE ETF ICAV
(the "ICAV")
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF THE SHAREHOLDERS OF
FLEXSHARES LISTED PRIVATE EQUITY UCITS ETF
(THE "FUND")
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION . If you are in any doubt about the course of action to take, you should consult your stockbroker, solicitor, accountant or other professional advisor.
NOTICE IS HEREBY GIVEN
that an Extraordinary General Meeting ("
EGM
") of the shareholders of the Fund will be held at the offices of
Ordinary Resolution: To approve the amendments to the investment objective and investment policy of the Fund as detailed in the appendix "Special Business - Ordinary Resolution" attached hereto.
__________________________________
For and on behalf of The Board
Registered Office:
Ballsbridge Dublin 4
D04 A4E0
Registration Number: C432491
Notes:
1. The Resolution is proposed as an ordinary resolution. For an ordinary
resolution to be passed, not less than 50 per cent. of the total number of
votes cast by Shareholders being entitled to vote (by proxy or in person)
must be in favour of the resolution.
1. Shareholders of the Fund are entitled to attend and vote at the
Extraordinary General Meeting of the Fund. A Shareholder may appoint a
proxy or proxies to attend, speak and vote instead of the Shareholder. A
proxy need not be a Shareholder of the Fund or the ICAV.
1. A form of proxy is enclosed for the use of Shareholders unable to attend
the meeting. Proxies must be sent to the Company Secretary, Waystone
Management Company (IE) Limited , 35 Shelbourne Road , Ballsbridge, Dublin 4,
D04 A4E0, Ireland . Alternatively, Shareholders may send their proxies by
email toirelandcosec@waystone.com. To be valid, proxies and any powers of
attorney under which they are signed must be received by the Secretary not
less than 48 hours before the time appointed for the holding of the
meeting.
WAYSTONE ETF ICAV
(The "ICAV")
FORM OF PROXY
extraordinary GENERAL MEETING OF SHAREHOLDERS OF
FLEXSHARES LISTED PRIVATE EQUITY UCITS ETF
(THE "FUND")
I/We...............................................................................................................................................
(Block letters)
of....................................................................................................………………….....................................................
being (a) member(s) of FlexShares Listed Private Equity UCITS ETF, appoint the Chairperson of the meeting or failing him/her appoint an authorised representative of Waystone Management Company (IE) Limited OR failing him/her (see note (h)).
...................................................................................................………………….........................................................
(Block letters)
of....................................................................................................................................................
as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Fund to be held at the offices of
Please indicate with a tick (
) in the spaces provided how you wish your votes to be cast, otherwise your proxy will vote as he
/she thinks fit. In the event that an authorised representative of
FOR ABSTAIN AGAINST
ORDINARY RESOLUTION
That the investment objective and policy of the Fund be
amended as detailed in the appendix "Special Business -
Ordinary Resolution" attached hereto.
Dated:
_______________________________ ______________________
_______________________________ ______________________
_______________________________ ______________________
_______________________________ ______________________
Notes:
(a) A Shareholder must insert his full name and registered address in type or block letters . In the case of joint accounts the names of all holders must be stated.
(b) If it is desired to appoint some other person as proxy, the name of the proxy must be inserted in the space provided instead of the option provided which should be deleted.
(c) If either (i) a Shareholder does not propose to exercise all of the voting rights to which the Shareholder is entitled or (ii) a Shareholder proposes to exercise voting rights both for and against a resolution, in order for a proxy to be valid, the proxy must state (i) the name of the Fund in respect of which the Shareholder is exercising voting rights, (ii) the number of Shares in respect of which the votes are being cast and (iii) whether the votes are being cast for or against the resolution.
(d) The proxy form must:
(i) in the case of an individual Shareholder be signed by the Shareholder or his attorney; and
(ii) in the case of a corporate Shareholder be given either under its common seal or signed on its behalf by an attorney or by a duly authorised officer of the corporate Shareholder.
(e) In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
(f)
To be valid this proxy form and any power of attorney under which it is signed must reach the Company Secretary,
(g) A proxy need not be a shareholder of the Fund or the ICAV but must attend the meeting in person to represent you.
(h)
In the event that an authorised representative of
Appendix
Special Business - Ordinary Resolution
To consider and, if thought fit, to pass the following as an Ordinary Resolution:
That the investment objective and policy of the Fund be deleted and replaced in its entirety with the following:
Investment Objective, Investment Policies and Index Tracking Strategy
Investment Objective
The investment objective of the Fund is to closely match the risk and return of listed equity securities that represent the performance of companies associated with private equity investing, less the fees and expenses of the Fund.
Investment Policy
The Fund is passively managed.
In order to achieve this objective, the Fund will invest in a diversified portfolio of
Such transferable securities shall include common stock, depositary receipts, preferred shares, warrants (not more than 5% of the Fund's Net Asset Value), and convertible securities (such as convertible preference shares, share purchase rights and bonds convertible into common or preferred shares) (together, "
The Fund will seek to replicate as closely as possible the constituents of the Reference Index by holding all the securities comprising the Reference Index in similar proportion to their weightings in the Reference Index and, when doing so, is permitted to avail of the higher investment limits set out in Appendix I of the Prospectus for replicating index funds in accordance with Regulation 71 of the UCITS Regulations. It will do so by investing primarily in a portfolio of equity securities that, as far as possible and practicable, consists of the component securities of the Reference Index in similar proportions to their weightings in the Reference Index and may have exposure to or invest directly up to 20% of its Net Asset Value in shares issued by the same body, which limit may be raised to 35% for a single issuer in exceptional market conditions, including (but not limited to) circumstances in which such issuer occupies a dominant market position. These increased limits may only be utilised where the Fund is investing directly in the constituents of the Reference Index.
It may not always be possible or practicable to purchase each and every constituent of the Reference Index in accordance with the weightings of the Reference Index, or doing so may be detrimental to holders of Shares in the relevant Fund (for example, where there are considerable costs or practical difficulties involved in compiling a portfolio of securities in order to replicate the Reference Index, or in circumstances where a security in the Reference Index becomes temporarily unavailable or less liquid, or as a result of legal restrictions that apply to the Fund but not to the Reference Index). In these circumstances, the Investment Manager may use a number of techniques, including purchasing securities which are not constituents of the Reference Index, whose returns, individually or collectively, are considered by the Investment Manager to be well-correlated to the constituents of the Reference Index.
Where direct access to the equity markets in those countries is not practicable, indirect exposure may be achieved through investment in
The Fund may invest in FDI as set out in the section titled "Use of Derivatives, Efficient Portfolio Management Techniques and Leverage" below.
The Fund may also invest (up to 10% of its Net Asset Value) indirectly in
Cash Management
The Fund may hold ancillary liquid assets such as cash and a range of instruments that can be readily converted to cash (including
Index Tracking Strategy
The Fund operates an index tracking strategy whereby it seeks to track the risk and return characteristics of the Reference Index through the investment directly in assets that are Reference Index constituents (i.e. a physical replication model).
As the Fund seeks to fully replicate the Reference Index, an investment in the Fund should be considered to provide a direct exposure to the Reference Index.
In normal market conditions and following the initial ramp up period, the Fund will seek to match the performance of the Reference Index, with individual security allocations and weightings matching those of the Reference Index.
As the Fund does not pursue a synthetic index replication strategy, there is no corresponding counterparty risk related to the index replication strategy.
Further information relevant to the Fund's investment policy is contained in the main part of the Prospectus under "Investment Objectives and Policies" and under "Investment Restrictions".
Financial Derivative Instruments (FDIs)
As further described in the section entitled "Use of Derivatives, Efficient Portfolio Management Techniques and Leverage" below, the Fund may invest in FDIs for efficient portfolio management.
Reference Index Description
The Reference Index is designed to reflect the risk and return characteristics of the leading listed private equity companies that meet the definition of
Identification of the Universe
In constructing the Reference Index, MSCI draws securities from the below Global Industry Classification Standard (GICS®) sub-industries within the MSCI World Investable Market Index (IMI) (the " Parent Index "):
__________________________________________ |GICS CODE|Sub- Industry | |_________|________________________________| |40201020 |Diversified Financial Services | |_________|________________________________| |40201030 |Multi-Sector Holdings | |_________|________________________________| |40201040 |Specialized Finance | |_________|________________________________| |40203010 |Asset Management & Custody Banks| |_________|________________________________| |40203020 |Investment Banking & Brokerage | |_________|________________________________| |40203030 |Diversified Capital Markets | |_________|________________________________|
To be eligible for inclusion in the Parent Index and the Reference Index, companies must meet the minimum float-adjusted market capitalization threshold which is approximately
Further information on the Parent Index can be found via https://www.msci.com/indexes/index-resources/index-methodology .
Screening Process
In identifying securities associated with the private equity investing theme for inclusion in the Reference Index, each security in the Global Industry Classification Standard (GICS®) sub-industries listed in the table above within the Parent Index is assigned a "Strategy Exposure" score by the Index Provider. This score is determined by mapping each constituent's business segments and company description against a defined set of products, services, technologies, and activities which are considered in-scope for the private equity investing theme, as outlined in the table below. This information used by the Index Provider in this mapping exercise is sourced from companies' annual reports, vendor data sources, and summary descriptions of the companies' business activities from public sources. Certain products, services, technologies, and activities are out of scope where the Index Provider determines that they are related to, but do not fit, the private equity investing theme.
______________________________________________________________________________ |Private Equity Investing|In scope products, |Out of scope products, | |Theme |services, technologies, |services, technologies, | | |and activities |and activities | |________________________|__________________________|__________________________| | | |Investments in public | | | |markets, such as mutual | | | |funds, ETFs, or public | | |Investing in private |equity hedge fund | | |companies, |strategies where the fund | | |public-to-private |or portfolio or their | | |transactions, real estate,|managers invests primarily| | |infrastructure, private |in public assets like | | |credit, and managing funds|equity security listed on | | |that pool these |exchanges. Also includes | | |investments. Private |any financial management | | |companies and private |product, solution, | |PE and Alternate |assets only include |platform and service which| |Investments |securities and assets |help clients invest in | | |which are not publicly |primarily public assets | | |available to trade and are|and investing and asset | | |not listed on exchanges. |management activities of | | |Also includes asset |traditional asset | | |management and investment |managers. All and any | | |activities of alternative |investing activity, | | |asset managers and |investment advisory, | | |principal investing in |investment administration | | |private assets. |or investment instruments | | | |except private investments| | | |or alternative | | | |investments. | |________________________|__________________________|__________________________| | |Acquiring controlling or | | | |minority stakes in | | | |companies, including |Corporate acquisitions for| | |distressed assets and |strategic integration or | |Buyouts & Growth Capital|turnarounds, using |venture capital | | |leveraged buyouts (LBOs) |investments in startups. | | |or growth capital | | | |injections for scaling or | | | |restructuring. | | |________________________|__________________________|__________________________| | |Investing in physical real| | | |estate properties or |Operating real estate or | | |infrastructure projects, |infrastructure assets as a| |Real Assets |focusing on value creation|core business (e.g., | | |through development, |REITs, utility companies, | | |operational improvements, |or construction firms). | | |or repositioning. | | |________________________|__________________________|__________________________| | |Offering debt financing | | | |such as mezzanine loans, |Issuing traditional bank | |Private Credit |subordinated debt, or |loans or investing in | | |direct lending, often with|public bond markets. | | |equity-like returns. | | |________________________|__________________________|__________________________| | |Investing in early-stage | | | |companies and startups | | | |with high growth | | | |potential, often in |Growth capital investments| | |exchange for minority |in mature companies, | |VC & Angel Investing |stakes. This includes seed|buyouts, or investments | | |funding, Series A/B/C |involving majority control| | |investments, and angel |or restructuring efforts. | | |investments aimed at | | | |supporting innovation and | | | |scalability. | | |________________________|__________________________|__________________________|
The Index Provider analyses if each constituent's business segments and company description match one or more of the defined private equity investing themes and calculates revenue exposure by aggregating the percentage of revenue from each segment that matches the theme. This aggregation results in a Strategy Exposure - Private Equity Investing (SE-PEI) score. If matched segments have zero or negative revenue, an adjustment is made so that the percentage of company assets linked to private equity activities is used instead. This is defined as Strategy Exposure Asset-Based - Private Equity Investing (SEAB-PEI) score. Regardless of whether SE-PEI score or SEAB-PEI score is assigned, if a company's specific description matches the relevant private equity investing theme(s), a minimum of 5% exposure is assigned.
Exclusions
Once securities with 5% or above exposure are identified and, therefore, considered for inclusion in the Reference Index the Index Provider applies the following ESG exclusion criteria:
Controversial business exclusion criteria
Securities involved in following businesses are excluded from the eligible universe:
-- Controversial Weapons
-- Tobacco
-- Thermal Coal Mining
-- Oil and Gas
-- Power generation
ESG Controversies Score Eligibility Criteria
Securities are excluded based on the following criteria:
-- ESG Controversies: Securities with environmental, social or governance
controversies that are assessed as "Red Flags" (score of 0)
-- Environment Controversies: Securities with environmental controversies
that are assessed as "Red" and "Orange" Flags (score 1 or below)
Treatment of Unrated Companies:
Securities not assessed by
-- MSCI ESG Controversy Score
-- MSCI Climate Change Metrics
-- MSCI Business Involvement Screening Research (BISR)
Weight Allocation
The weighting of each company in the Reference Index is proportional to its normalised SE-PEI-Final weight and its weight in the Parent Index, subject to a cap, whereby the weight of each component of the Reference Index shall not exceed 7.5% at each rebalancing.
Where the Investment Manager becomes aware that the weighting of any particular component in the Reference Index exceeds the permitted investment restrictions, the Investment Manager will seek to amend the Fund's investment exposure to ensure the Fund operates within the permitted investment restrictions, while keeping the best interests of the Shareholders in consideration.
The Reference Index is governed by published, objective rules for security selection, exclusion, weighting, rebalancing and adjustments for corporate actions.
Pursuant to the Reference Index rules, the Reference Index is rebalanced on a semi-annual basis and may also be rebalanced at other times, e.g. in order to reflect corporate activity such as mergers and acquisitions, as provided for in the Reference Index rules and as will be published on the Index Provider's website. Further details of the Index constituents, weightings and methodology can be navigated to from the following links:
https://www.msci.com/indexes/index-resources/index-methodology
and
https://www-cdn.msci.com/web/msci/index-tools/constituents
The Reference Index is provided by
MSCI,
an authorised benchmark administrator included in the register of administrators and benchmarks established and maintained by the ESMA pursuant to article 36 of the Benchmark Regulation.
