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Invesco Markets plc Prospectus · PDF file 2020-02-14 · Invesco Markets plc Prospectus This Prospectus replaces the Prospectus dated 3 June 2019. The date of this Prospectus is 12

Jul 06, 2020

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  • Invesco Markets plc Prospectus

    This Prospectus replaces the Prospectus dated 3 June 2019.

    The date of this Prospectus is 12 February 2020

    (A company incorporated in Ireland with limited liability as an open-ended investment company with variable capital and segregated liability between its sub-funds under the laws of Ireland with registered number 463397)

    To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure 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.

  • Invesco Markets plc Prospectus 2

    TABLE OF CONTENTS

    1. IMPORTANT INFORMATION .................................................................................................................... 3

    2. DIRECTORY .............................................................................................................................................. 7

    3. DEFINITIONS ............................................................................................................................................. 8

    4. INVESTMENT OBJECTIVE & POLICIES ................................................................................................ 23

    5. INVESTMENT RESTRICTIONS AND PERMITTED INVESTMENTS ...................................................... 24

    6. RISK FACTORS ....................................................................................................................................... 28

    7. SHARE DEALING .................................................................................................................................... 39

    8. SHARE DEALING ON THE PRIMARY MARKET .................................................................................... 41

    9. SHARE DEALING ON THE SECONDARY MARKET .............................................................................. 48

    10. ISSUE AND REPURCHASE PRICES/CALCULATION OF NET ASSET VALUE/VALUATION OF ASSETS ................................................................................................................................................. 50

    11. MANAGEMENT & ADMINISTRATION ..................................................................................................... 53

    12. IRISH TAXATION ..................................................................................................................................... 57

    13. UK TAXATION .......................................................................................................................................... 64

    14. GERMAN INVESTMENT TAX ACT, 2018 ............................................................................................... 68

    15. FEES & EXPENSES ................................................................................................................................ 69

    16. DIVIDEND POLICY .................................................................................................................................. 71

    17. GENERAL ................................................................................................................................................ 72

    18. MATERIAL CONTRACTS ........................................................................................................................ 75

    19. COMPANY INFORMATION ..................................................................................................................... 78

    Appendix I - Markets ................................................................................................................................................. 85

    Appendix II - Investment Restrictions Applicable to the Funds under the Regulations ............................................ 88

    Appendix III - Use Of Financial Derivative Instruments And Efficient Portfolio Management ................................... 93

    Appendix IV – Addendum to the Prospectus ............................................................................................................ 98

    Appendix V – Global Network of Markets and Sub-Custodians ............................................................................. 101

  • Invesco Markets plc Prospectus 3

    1. IMPORTANT INFORMATION

    THIS DOCUMENT IS IMPORTANT. BEFORE YOU PURCHASE ANY OF THE SHARES YOU SHOULD ENSURE THAT YOU FULLY UNDERSTAND THE NATURE OF SUCH AN INVESTMENT, THE RISKS INVOLVED AND YOUR OWN PERSONAL CIRCUMSTANCES. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PROSPECTUS YOU SHOULD TAKE ADVICE FROM AN APPROPRIATELY QUALIFIED ADVISOR.

    The value of and income from Shares in the Company may go up or down and you may not get back the amount you have invested in the Company.

    CENTRAL BANK AUTHORISATION - UCITS

    The Company is authorised in Ireland as an undertaking for collective investment in transferable securities pursuant to the European Communities ("Undertakings for Collective Investment in Transferable Securities") Regulations 2011 (S.I. No. 352 of 2011) as amended. Such authorisation is not an endorsement or guarantee of the Company or any Fund by the Central Bank, nor is the Central Bank responsible for the contents of this Prospectus. The authorisation of Invesco Markets plc (the "Company") by the Central Bank (the "Central Bank") shall not constitute a warranty as to the performance of the Company and the Central Bank shall not be liable for the performance or default of the Company.

    THIS PROSPECTUS

    Information applicable to the Company generally is contained in this Prospectus. Shares constituting each Fund offered by the Company are described in the Supplements to this Prospectus.

    The Company is an umbrella investment company with segregated liability between Funds and with variable capital incorporated on 16 October 2008. The Company is structured as an umbrella investment company, in that different Funds may be established from time to time by the Directors with the prior approval of the Central Bank.

    The particulars of each Fund will be set out in a separate Supplement. Any such Supplement shall list all of the existing Funds. Shares of more than one Class may be issued in relation to a Fund. Information contained within the Supplements is selective and should be read in conjunction with this Prospectus. The creation of any new Classes of Shares must be notified to and cleared in advance by the Central Bank. On the introduction of any new Class of Shares, the Company will prepare and the Directors will issue documentation setting out the relevant details of each such Class of Shares. A separate portfolio of assets shall be maintained for each Fund and shall be invested in accordance with the investment objective applicable to such Fund.

    Shares in any of the Funds may be subscribed for or redeemed in cash or on an in-specie (in-kind) basis. Shares may also be bought or sold on the secondary market (as described below).

    The Company may decline any application for Shares in whole or in part without assigning any reason therefor and will not accept an initial subscription for Shares of any amount which is less than the Minimum Initial Subscription as set forth in the Supplement for the relevant Fund, unless the Minimum Initial Subscription is waived by the Directors.

    After the initial issue, Shares will be issued and redeemed at the Net Asset Value per Share plus or minus duties and charges (as the case may be) including any Subscription Charge, Redemption Charge specified in the relevant Supplement. The Net Asset Value of the Shares of each Class and the Issue and Repurchase Prices will be calculated in accordance with the provisions summarised under the heading "Issue and Repurchase Prices/Calculation of Net Asset Value/Valuation of Assets" in this Prospectus.

    The Shares of each Fund may be listed on one or more Relevant Stock Exchanges and are fully transferable by Shareholders. It is envisaged that Shares will be bought and sold by private and professional investors in the secondary market like the ordinary shares of a listed company. However, the Company cannot guarantee that a liquid secondary market will develop in relation to the Shares of any particular Fund.

    Details of Dealing Days in respect of each Fund are set out in the relevant Supplement.

    A Redemption Charge of up to 3% of the Repurchase Price of any Class of Shares of a Fund may be charged by the Company. The amount of Redemption Charge (if any) will be set out in the relevant Supplement.

    Before investing in the Company, you should consider the risks involved in such investment. Please see "Risk Factors" below and where applicable to each Fund in the relevant Supplement.

  • Invesco Markets plc Prospectus 4

    Shares are offered only on the basis of the information contained in the current Prospectus and the latest annual report and audited financial statements and any subsequent semi-annual report and unaudited financial statements. Such reports and this Prospectus together form the prospectus for the issue of Shares in the Company.

    All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of, the provisions of the Constitution, copies of which are available upon request.

    MIFID II PRODUCT GOVERNANCE RULES – UCITS AS NON-COMPLEX FINANCIAL INSTRUMENTS

    Article 25 of MiFID II sets out requirem