A B Dnca Convertibles Europe Prospectus Dated 1 July
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UCITS subject to European Directive 2009/65EC A B DNCA CONVERTIBLES EUROPE PROSPECTUS DATED 1 JULY 2021 I GENERAL CHARACTERISTICS 1 Form of the UCITS NAME DNCA CONVERTIBLES EUROPE, hereafter referred to in this document as “the Mutual Fund”, “the Fund” or “the UCITS”. LEGAL FORM AND MEMBER STATE IN WHICH THE UCITS WAS CREATED French collective investment fund (fonds commun de placement – FCP). DATE OF CREATION AND EXPECTED PERIOD OF EXISTENCE The Fund was launched on 27 April 2005 for an initial period of 99 years. AMF APPROVAL DATE: The Fund has been approved by the Autorité des Marchés Financiers on 4 February 2005. SUMMARY OF THE INVESTMENT OFFER Minimum Minimum Class Allocation of Net asset Eligible initial subsequent of ISIN code sums available Currency value investors subscription subscription shares for distribution at issue amount amount All investors, particularly EUR 100 One ten- One ten- individual on 28 R FR0010678359 Capitalisation Euro thousandth thousandth investors November of a share of a share and the 2008 distribution network DNCA CONVERTIBLES EUROPE Fund Prospectus 1 EUR 4,153.11 on 4 January All 1999 investors, EUR 304.41 particularly One ten- EUR on 23 April I NPF FR0010171678 Capitalisation Euro institutional thousandth 100,000 2001 and other of a share Multiplication corporate of the value investors by 336 on 28 April 2005 All investors, particularly One ten- EUR IC FR0010369827 Accumulation Euro institutional thousandth EUR 10,000 100,000 and other of a share corporate investors All investors, particularly One ten- EUR ID FR0011310192 Distribution Euro institutional thousandth EUR 10,000 100,000 and other of a share corporate investors Subscription of this share is reserved for investors subscribing via distributors or intermediari es subject to national legislation prohibiting all retrocession One ten- One ten- s to N FR0013299179 Accumulation Euro thousandth thousandth EUR 100 distributors of a share of a share or that provide an independent advisory service as defined by the MiFID II European regulation or an individual portfolio managemen t service under mandate. DNCA CONVERTIBLES EUROPE Fund Prospectus 2 HOW TO PROCURE A COPY OF THE LATEST NATIXIS ANNUAL REPORT Investors may acquire copies of the most recent annual and interim reports and asset composition details within eight business days by addressing a written request to: DNCA FINANCE, 19 Place Vendôme, 75001 Paris, France Tel.: +33 (0)1 58 62 55 00 [email protected] For any additional information, please contact our sales department on +33 (0)1 58 62 00 00 from Monday to Friday, 9:00 a.m. to 6:00 p.m. INFORMATION FOR PROFESSIONAL INVESTORS DNCA Finance may send the breakdown of the Fund’s portfolio to investors classified as professional investors by the ACPR, the AMF or equivalent European authorities, for the sole purpose of calculating regulatory requirements under Directive 2009/138/EC (Solvency II). 2 Parties MANAGEMENT COMPANY DNCA FINANCE, 19 Place Vendôme, 75001 Paris, France Legal form: Société en commandite simple (limited partnership) Approved by the Autorité des Marchés Financiers, hereinafter “the AMF”, under number GP 00-030 CUSTODIAN, ACCOUNT HOLDER, REGISTRAR AND INSTITUTION RESPONSIBLE FOR CENTRALISING ALL SUBSCRIPTION AND REDEMPTION REQUESTS BY DELEGATION OF THE MANAGEMENT COMPANY CACEIS BANK Société anonyme à conseil d’administration (public limited company with a board of directors) A lending institution approved by the ACPR 1-3, place Valhubert F-75206 PARIS Cedex 13 The duties of the depositary include, as set out in the applicable Regulations, custody of the assets, checking that the management company’s decisions are lawful, and monitoring the UCITS’ cash flows. The depositary is independent of the management company. The description of the delegated custodial duties, the list of custodians and sub-custodians of CACEIS Bank and information relating to conflicts of interest that may result from these delegations are available on the CACEIS website: www.caceis.com Updated information is made available to investors upon request. AUDITOR MAZARS – represented by Mr Pierre MASIERI, signatory EXALTIS – 61 rue Henri Regnault 92075 LA DEFENSE CEDEX DISTRIBUTORS DNCA FINANCE, 19 Place Vendôme, 75001 Paris, France DELEGATEES Accounting management: CACEIS FUND ADMINISTRATION 1-3, place Valhubert F-75206 PARIS Cedex 13 The management company has not identified any conflicts of interest that may arise from such arrangements. DNCA CONVERTIBLES EUROPE Fund Prospectus 3 II INVESTMENT AND MANAGEMENT INFORMATION 1 General characteristics CHARACTERISTICS OF THE SHARES Rights attached to each share Each shareholder holds a right of co-ownership proportional to the number of shares held. Information on modifications affecting the Fund is communicated to shareholders via all the means mentioned in the AMF’s instructions on disclosures. The management of the Fund, which is not deemed a legal entity and to which the rules applicable to companies and jointly owned entities do not apply, is conducted by the management company, which operates on behalf of the shareholders and exclusively in their interest. In this capacity, the management company exercises the voting rights attached to the shares and securities in the portfolio. Inscription on a register, or method of recording details of the fund’s assets The fund’s share register is managed by CACEIS BANK. The administration of the shares is conducted by EUROCLEAR France. Voting rights: The Fund’s shares do not carry any voting rights. The management of the Fund is ensured by the management company, which operates on behalf of the shareholders and exclusively in their interest. In this capacity, the management company exercises the voting rights attached to the shares and securities in the portfolio. The management company’s voting policy may be consulted at the registered office of the management company or at http://www.dnca-investments.com. Type of shares: registered or bearer. Fractions of shares Class R, I NPF, IC, ID and N shares are subdivided into ten thousandths of units. FINANCIAL YEAR-END Last trading day in December on the Paris stock exchange. The fund’s first financial year-end is determined to be the last trading day in December 2005 (i.e. 30 December 2005). TAX REGIME APPLICABLE TO THE FUND The Fund is not subject to corporate tax. In accordance with the principles of transparency, the net income of the Fund is taxed after distribution to the shareholders and the capital gains generated by the Fund are normally taxable when the shares or units are redeemed. The applicable tax regime depends on the tax provisions applicable to each investor’s specific situation. Investors are therefore advised to consult their usual financial advisors for information on the particular tax regimes that apply to their personal situations. DNCA CONVERTIBLES EUROPE Fund Prospectus 4 2 Special provisions ISIN CODES Class of shares ISIN codes R FR0010678359 I NPF FR0010171678 IC FR0010369827 ID FR0011310192 N FR0013299179 HOLDING OF SHARES OR UNITS IN OTHER UCIS (UCITS OR AIFS) OR INVESTMENT FUNDS The UCITS invests up to 10% of its net assets in units or shares of UCIs. MANAGEMENT OBJECTIVE The management objective of this Fund is to obtain, over the recommended investment horizon, a return superior to that of the European convertible bond market. Depending on market conditions, this performance will be similar either to that of the equity market or that of the bond market. An indication of the comparative market risk is given by the ECI-Europe (Exane Convertible Index Europe). BENCHMARK ECI-Europe (Exane Convertible Index Europe) This index provides an indication of the overall performance of European convertible bonds. The total market capitalisation of the securities making up this index accounts for a significant portion of this European market. Index information is available on www.exane.com and on Bloomberg. It is calculated once daily on the basis of end-of-day market prices. As of the date of this prospectus, the administrator of the benchmark index, Exane Derivatives SNC, is recorded on the register of administrators and benchmark indices held by ESMA. In accordance with Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016, the management company has a procedure for monitoring the benchmark indices that it uses, wherein the measures to be implemented in the event of a substantial change to an index, or of that index no longer being provided, are described. INVESTMENT STRATEGY 1 - Strategies used to achieve the management objective The Fund’s assets are primarily invested in European convertible bonds. The investment strategy adopted for the UCITS, using an entirely discretionary approach, is based above all on an active process for the selection of these securities. The manager may invest in options, bonds or synthetic securities. The latter will consist of a debt security (bond, EMTN or medium-term negotiable securities) issued by the firm in question with an associated call option on the issuer’s share. ➢ In order to better understand the investment strategy used for the Fund, certain terms must first be defined. A convertible bond is a bond that, at the request of the investor and for a set period, is converted to a fixed number of shares by the issuing company. The right held by the investor is not listed separately but is included in the price of the convertible bond. The investor enjoys the same rights as the investor in a traditional bond but has the option to swap it for shares. The tradeoff is that the yield of a convertible bond is often inferior to that of a traditional bond. The share is classified as underlying the convertible bond. The convexity of a convertible bond means that its value rises as the underlying equity of the convertible bond rises and falls when it decreases.