FlexShares® ETFs Notice to Shareholders

 
TIDMQDFD TIDMQVFD 
 
Date: 19 December 2023 
 
Notice to Shareholders of the following sub-fund(s) of FlexShares ICAV (the 
"Company"): 
 
+---------------------------------+--------------------+------------+------+ 
|Sub-Fund                         |Share Class         |ISIN        |TICKER| 
+---------------------------------+--------------------+------------+------+ 
|FlexShares® Developed Markets Low|USD Accumulating ETF|IE00BMYDBG17|QVFD  | 
|Volatility Climate ESG UCITS ETF |                    |            |      | 
+---------------------------------+--------------------+------------+------+ 
|FlexShares® Developed Markets    |USD Distributing ETF|IE00BMYDBM76|QDFD  | 
|High Dividend Climate ESG UCITS  |                    |            |      | 
|ETF                              |                    |            |DFDU  | 
+---------------------------------+--------------------+------------+------+ 
 
(each a "Fund" together, the "Funds") 
 
IMPORTANT - PLEASE READ - ACTION REQUIRED ON OR BEFORE 16 JAN 2024 
 
Dear Shareholder, 
 
Following a recommendation of the Funds' Manager, Northern Trust Fund Managers 
(Ireland) Limited and acting in accordance with the applicable provisions of the 
Prospectus, the Directors of the Company intend to the close the Funds on the 
basis that each of the Funds are below their stated Minimum Fund Size of USD 20 
million. 
 
The Directors wish to give notice to all holders of shares in the Funds (the 
"Shares") that it is the intention of the Company to (i) permanently de-list the 
Funds from all Relevant Exchanges (as defined below) (the "De-listing"), (ii) 
permanently close the Funds further subscriptions and redemptions by Authorised 
Participants and (iii) compulsorily redeem any residual shareholdings in the 
Funds (the "Compulsory Redemption") in accordance with the procedure and the 
dates set out under the headings "Procedure and Key Dates respectively below. 
 
PLEASE NOTE THAT: 
 
1)      If you have not sold your Shares on or before 16 JAN 2024 (the last day 
for trading on each Relevant Exchange) and you remain registered as a 
Shareholder in any of the Funds as at 26 JAN 2024; OR 
 
2)      If you have not validly applied for redemption of your Shares on or 
before 17 JAN 2024 and you remain registered as a Shareholder in any of the 
Funds as at 26 JAN 2024, 
 
The Directors will exercise their discretion in accordance with Article 39.2 of 
the Company's Instrument of Incorporation to compulsorily redeem your shares in 
the Funds for cash. 
 
Procedure and Key Dates 
 
As part of the process of closing and winding-up the Funds, it will be necessary 
for the following steps to take place: 
 
1) The final day for trading on each of the stock exchanges on which the Shares 
are listed, such exchanges being Euronext Amsterdam, London Stock Exchange and 
Deutsche Börse (the "Relevant Exchanges"), shall be 16 JAN 2024 (the "Final 
Exchange Trading Date"). 
 
2) De-listing: The Shares of each Fund shall be de-listed (or suspended from 
trading, in respect of the Deutsche Börse) from each of the Relevant Exchanges 
with effect from 17 JAN 2024 which shall also be the last day on which 
applications for subscriptions and redemptions by authorised participants shall 
be accepted. 
 
3) The last "Dealing Day" (as such term is defined in the Prospectus) in respect 
of which applications for subscriptions and redemptions shall be accepted from 
Authorised Participants shall be 18 JAN 2024 (the "Final Primary Dealing 
Date").  Applications for subscriptions and redemptions in respect of the Final 
Primary Dealing Date must be received no later than 4:00pm on 17 JAN 2024 (i.e., 
the "Dealing Deadline" applicable to the Funds as prescribed by the Prospectus) 
otherwise they shall be rejected. 
 
4) Dealing in the Funds shall be suspended (i.e., closed to further 
subscriptions and redemptions) with effect from and including the day 
immediately following the Final Primary Dealing Date and the investments in the 
Sub-Funds will be liquidated for the purposes of the payment distribution to 
Shareholders on or shortly after the Final Distribution Date (as defined below). 
 
5) Please note that if you have not sold your Shares on or before the Final 
Exchange Trading Date or redeemed your Shares in full on or before the Final 
Primary Dealing Date, and you remain listed as a shareholder of Shares in either 
of the Funds as at 26 JAN 2024 (the anticipated "Compulsory Redemption Date"), 
the Directors will exercise their discretion to compulsorily redeem your Shares 
in the relevant Fund on the Compulsory Redemption Date for cash. 
 
6) If your shareholding is compulsorily redeemed, it will be redeemed at the 
appropriate net asset value per share on the date on Compulsory Redemption Date 
and your Compulsory Redemption proceeds shall be distributed on or around 02 FEB 
2024 (the "Final Distribution Date"). Subject to all redemption requests 
requirements having been complied with, the proceeds of the Compulsory 
Redemption will be paid to the account of the relevant shareholder on record 
with the Paying Agent of the Company for the relevant Shareholder. 
 
Further Information: 
 
Shareholders may obtain the prospectus, a copy of the supplement, the key 
information documents, the latest annual and semi-annual reports and copies of 
the instrument of incorporation free of charge from the local representatives in 
the countries where the Company is registered, including from the Manager, 
Northern Trust Fund Managers (Ireland) Limited, 54-62 Townsend Street, Dublin 2, 
Ireland, who also acts as EEA Facilities Agent, the German Facilities Agent, 
ACOLIN Europe AG at Reichenaustrasse 11a- c, 78467 Konstanz, Germany and via 
www.flexshares.com or by writing to the Fund's administrator Northern Trust 
International Fund Administration Services (Ireland) Limited at George's Court, 
54-62 Townsend Street, Dublin 2, Ireland. 
 
Please note that as part of the closure process and before the final redemption 
date, the ability to meet the investment objective of the Funds may be 
compromised as the underlying portfolios are liquidated and there may 
accordingly be an increased risk of tracking error in the Funds. The additional 
costs incurred in respect of closing the Funds will be paid by Investment 
Manager. The Funds' normal operating costs and transaction costs will continue 
to be borne by the Funds and their respective Shareholders in accordance with 
the terms of the Prospectus for the Funds. 
 
Investors should consult their own professional advisers as to the tax 
implications of the Compulsory 
 
Redemption and closure of the Funds under the laws of the countries of their 
nationality, residence, 
 
domicile or incorporation. 
 
If you have sold or transferred your Shares in the relevant Fund please pass 
this letter at once to the purchaser or transferee of the Shares, as the case 
may be, or to the Authorised Participant or other agent through whom the sale or 
transfer was affected, for transmission to the purchaser or transferee as soon 
as possible. 
 
In closing the Fund, the Directors would like to extend our thanks for your 
support of the Fund. If you have any questions or need any additional support or 
information, please email EMEA_FlexShares@ntrs.com or contact your usual 
financial adviser, and they can provide you with the necessary fund information 
and documents. 
 
Yours sincerely, 
 
[image] 
 
__________________ 
 
Director 
 
for and on behalf of 
 
FlexShares ICAV 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END
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December 19, 2023 12:36 ET (17:36 GMT)
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