Overview

Overview

On 7 December 2023 Magellan announced its intention to convert the Closed Class Units to Open Class Units. The Closed Class Units had, for some time, been trading at a material discount to the net asset value per Closed Class Unit. As part of Magellan’s ongoing focus on ways to improve the experience of investors in our funds, the Board of Magellan determined to proceed with the Conversion as it was considered that the Conversion would provide an improved ability for Closed Class Unitholders to realise value closer to the net asset value per Closed Class Unit as well as allowing many of the existing benefits of an investment in the Fund to be retained by Closed Class Unitholders.

If the Conversion is implemented, Closed Class Unitholders will have their Closed Class Units redeemed and they will be issued with new Open Class Units, at a Conversion Ratio that is based on the respective net asset value of each unit class on the Conversion Calculation Date, expected to be the Business Day immediately before the Implementation Date.

For Closed Class Unitholders, the Open Class Units issued on implementation of the Conversion will, in many respects, resemble the Closed Class Units you hold today. For instance, you will continue to be able to trade Open Class Units on the ASX, at what is generally expected to be a tight spread to net asset value, however you will also gain the ability to apply for additional units and redeem your investment, directly with Magellan. This feature is not currently available to Closed Class Unitholders.

The Conversion is not expected to have any significant impact on the Open Class Units or the Fund, as the number of new Open Class Units to be issued will be based on the respective net asset value of Closed Class Units and Open Class Units on the Conversion Calculation Date. As implementation of the Conversion requires amendments to the Fund’s Constitution which must be approved by all Unitholders in the Fund, Open Class Unitholders are also being asked to approve the relevant changes to the Constitution.

The distribution that Magellan determines to be paid for the period ending 30 June 2024 is expected to be paid to Closed Class Unitholders and Open Class Unitholders in July before implementation of the Conversion. 

The implementation of the Conversion is conditional on a number of inter-conditional approvals, including Unitholders approving the relevant Conversion Resolutions at Meetings to be held commencing at 9:30am (AEST) on Wednesday, 26 June 2024, at Magellan’s office, Level 36, 25 Martin Place, Sydney NSW 2000.

Each Director intends to vote all Units in the Fund held or controlled by them in favour of the Conversion and the Conversion Resolutions..

Unitholders are strongly encouraged to read the Unitholder Booklet in its entirety. The Unitholder Booklet is available on this website and  on the ASX announcements platform.

VOTE IN FAVOUR

The Directors of Magellan, the responsible entity of the Fund, unanimously RECOMMEND that Unitholders vote IN FAVOUR OF the Conversion Resolutions.

Key Dates

Key Dates

Deadline for receiving Proxy Forms:

  • Meeting of All Unitholders
  • Meeting of Closed Class Unitholders

 

9:30am (AEST), Monday, 24 June 2024
10:00am (AEST), Monday, 24 June 2024

Voting Record Date 7.00pm (AEST), Monday 24 June 2024
Time and date of the Meetings Commencing at 9:30am (AEST), Wednesday, 26 June 2024
Second Judicial Advice Wednesday, 10 July 2024
Effective Date Thursday, 11 July 2024
Suspension of Closed Class Units from trading on the Official List of ASX Thursday, 11 July 2024
Conversion Record Date Monday, 15 July 2024
Implementation date Monday, 22 July 2024
Removal of the Closed Class Fund from the Official List of ASX Monday, 22 July 2024
New Open Class Units commence trading on ASX under the AQUA Rules Tuesday, 23 July 2024
The above timetable is indicative only.  Magellan reserves the right to vary the dates and times set out above subject to the Corporations Act and other applicable law.
How to vote

How to vote and participate in the Unitholder meetings

The unitholder Meetings to approve the Conversion will be held from 9:30am (AEST) on Wednesday 26 June 2024. Registered holders of Units in Fund as of 7:00pm (AEST) on Monday, 24 June 2024 are eligible to vote at the meeting.

A meeting of Unitholders and Closed Class Unitholders will be held at:

Magellan Global Fund (All Unitholders)

Venue: Level 36, 25 Martin Place, Sydney NSW 2000

Time: 9:30 am (AEST)

Date: Wednesday, 26 June 2024

Magellan Global Fund (Closed Class Unitholders)

Venue: Level 36, 25 Martin Place, Sydney NSW 2000

Time: 10:00 am (AEST)

Date: Wednesday, 26 June 2024

How to vote:

in person at the Meeting;
In person at the Meeting;
by appointing a proxy
By appointing a proxy to participate in the Meetings and to vote on their behalf in accordance with section 5 of the Notes in each Notice of Meeting which are contained in Part 2 of the Unitholder Booklet;

The Proxy Form must be completed, signed and received by Boardroom Pty Limited (Boardroom) (if relevant, with a certified copy of the power of attorney under which the Proxy Form was signed), by:

Mail the Proxy Form to:
Magellan Global Fund
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001 Australia
Email the Proxy Form to:
magellan@boardroomlimited.com.au
Fax the Proxy Form to:
+61 2 9290 9655
Deliver the Proxy Form to:
Boardroom Pty Limited
Level 8, 210 George Street
Sydney NSW 2000 Australia

at least 48 hours before the time of the Meeting for the proxy appointment to be effective. Magellan encourages Unitholders who cannot or who do not wish to attend the meeting in person to use the Proxy Form provided.

by appointing an attorney
By appointing an attorney to participate in the Meetings and to vote on their behalf in accordance with section 6 of the Notes in each Notice of Meeting which are contained in Part 2 of the Unitholder Booklet; or
by appointing a corporate representative
By appointing a corporate representative to participate in the Meeting and to vote on their behalf in accordance with section 7 of the Notes in each Notice of Meeting which are contained in Part 2 of the Unitholder Booklet.
Fund History

The History of the Global Funds

For more information about each investment click on the appropriate link below:

Magellan Global Trust (MGG)      Magellan Global Fund      Magellan Global Equites Funds (MGE)

The History of the Global Funds
FAQs

The meetings will be held at Magellan’s offices commencing at 9.30am (AEST) on Wednesday, 26 June 2024.

Unitholders can participate in the meetings by lodging a vote for the respective Meeting as outlined in the Access Letter. It is recommended that Unitholders should lodge a directed proxy as soon as possible in advance of the Meetings even if they are planning on attending the Meetings in person.

The Explanatory Memorandum in Part 1 of the Unitholder Booklet provides further information on each Unitholder approval being sought and the Notices of Meeting contained in Part 2 detail how to vote and the arrangements for participating in the relevant Meeting. 

All Eligible Unitholders are being asked to approve changes to the Constitution to give effect to the Conversion; and

Eligible Closed Class Unitholders are being asked to approve, as a class, the variation or cancellation of class rights arising from the proposed amendments to the Constitution to facilitate the Conversion and to approve the delisting of the Fund from the Official List of the ASX.

The Meeting Resolutions will be validly passed as a special resolution if at least 75% of the total votes cast on a resolution are cast in favour of a resolution by the Unitholders entitled to vote.

  • On the Implementation Date (expected 22 July 2024) all Closed Class Units will be redeemed and holders will be issued new Open Class Units
     
  • The number of Open Class Units to be issued will be calculated as:
    = Conversion Ratio x Number of Closed Class Units held at the Record Date
    (rounded to nearest whole number of Open Class Units)
     
  • The Conversion Ratio will be calculated as the NAV per Closed Class Unit divided by the NAV per Open Class Unit on the Conversion Calculation Date (expected to be the business day prior to Implementation Date)
    • As an example, based on the respective NAV per Unit of each class on 30 April 2024 the Conversion Ratio is approximately 0.7363
    • So if you held 10,000 Closed Class Units you would be issued approximately 7,363 Open Class Units
       
  • Having the Conversion Ratio calculated based on the NAV (net asset value) will mean there is no diminution in the net asset value of an investment in the Fund for either Closed Class Unitholders (subject to rounding) or Open Class Unitholders.
  • It is not expected that the Conversion will materially impact existing Open Class Unitholders, with the number of new Open Class Units to be issued to be based on the respective NAV of Closed Class Units and Open Class Units on the Conversion Calculation Date.
     
  • This will therefore be similar to other issuances of Open Class Units at the prevailing NAV per Unit
     
  • We encourage you to read the benefits, disadvantages and risks of the Conversion detailed in section 4 of the Unitholder Booklet which relate specifically to Open Class Unitholders.

If you hold both classes of units, you are being asked to vote at both meetings. You will be voting once at the Meeting of closed class unitholders, and twice at the meeting for all Unitholders, both as a Closed Class Unitholder and as an Open Class unitholder.

Further Information

If you have any questions regarding the Meetings, please contact Boardroom Pty Ltd on 1300 005 016 (within Australia) or +61 2 9290 9600 (outside Australia).

If you have any questions regarding your holdings in the Magellan Global Fund, please contact the Fund’s Unit Registry, please contact Apex Group on 1300 127 780 (Australia), 0800 787 621 (New Zealand) ) or +61 2 8259 8566 (International).

If you have any questions regarding the Conversion or would like to speak to a Magellan representative, please call +61 2 9235 4888 or consult your legal, investment or other professional adviser.