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UBS AG LONDON BRANCH - Notice of written resolution for UBS Actively Managed Certificate linked to the Unicorn USD Portfolio 1

Release Date: 30/10/2024 10:30
Code(s): UABCPA     PDF:  
Wrap Text
Notice of written resolution for UBS Actively Managed Certificate linked to the Unicorn USD Portfolio 1

UBS AG, London Branch
("UBS AG" or the "Company")
(Incorporated and domiciled in Switzerland)
(Registration number: CHE-101.329.561)

ALPHA CODE:        UABCPA
ISIN:              ZAE000266417

Notice of written resolution for UBS Actively Managed Certificate linked to
the Unicorn USD 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 04
     December 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 04 December 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:

     (i)   The purpose for the amendments is to change the identity of the
           Reference Portfolio Advisor from Absa Bank Limited ("Absa") to
           AnBro Capital Investments (Pty) Ltd ("AnBro"). At present, Absa
           delegates management of the Reference Portfolio to AnBro. AnBro
           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 (the Issuer Management Fee
           will be amended from 0.60% per annum to 0.25% per annum), as well
           as the investment parameters applicable to the Reference Portfolio
           and certain other terms of the Notes. Given that AnBro 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


            Old Name:                           New Name:
            Unicorn USD Portfolio 1 Portfolio   Unicorn USD A Portfolio
            Old Alpha Code: UABCPA              New Alpha Code: UNICRN
            Old JSE Short Name: UBS ABCPA       New JSE Short Name: UBS UNICRN
            Old JSE Long Name:                  New JSE Long Name:
            UBS ABCPA 05Dec28                   UBS AMC ANB UNICORN USD

     (iii) enable the Issuer to extend the Expiration Date on three
           separate occasions for an additional period of five years.


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/ZAE000266417.

     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/ZAE000266417) and deliver a signed
     copy thereof, by no later than 12:00 midday on 04 December 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 04
     December 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, 25 October 2024
 register)

Announcement on SENS                              Wednesday, 30 October 2024

Deemed delivery date of written notice            Wednesday, 06 November 2024

Voting period opens                               Thursday, 07 November 2024

Voting period (last day to vote) closes at        Wednesday, 04 December 2024
12:00 midday

Publication of results on SENS                    Thursday, 05 December 2024

Expected last day to trade prior to the name      Tuesday, 17 December 2024
change (old JSE long name; and old alpha
code)

Expected listing of and trading in the new        Wednesday, 18 December 2024
name (new JSE long name: UBS AMC ANB UNICORN
USD; and new alpha code: UNICRN)

Record date                                       Friday, 20 December 2024

Accounts of dematerialised securities holder      Monday, 23 December 2024
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 / 7317
E-mail: keyinvestza@ubs.com
Web: http://keyinvest-za.ubs.com

Johannesburg
30 October 2024

Sponsor: UBS South Africa (Pty) Limited
Date: 30-10-2024 10:30:00
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