VanEck
UCITS ETFs plc
(an
umbrella fund with segregated liability between
sub-funds)
A
company incorporated with limited liability as an open-ended
investment company with variable capital under the laws of
Ireland with registered number
548554
CONSOLIDATED
PROSPECTUS FOR THE UNITED
KINGDOM
The
date of this Consolidated Prospectus for the United Kingdom is 23
December 2024. This Prospectus is a consolidation of the
Prospectus of the Company dated 20 December
2024, related Supplements, Global Addendum and the
Additional Information for Investors in Austria. It is exclusively used for offer and
distribution of the Shares in the Company in or from Austria. It may not be used for the offer or
distribution of the Shares in the Company in any other
jurisdiction. If you are in any doubt about the contents of this
Prospectus, the risks involved in investing in the Company or the
suitability of an investment in the Company you should consult your
stock broker or other independent financial adviser. Prices for
shares in the Company may fall as well as rise.
The
Directors of VanEck UCITS
ETFs plc whose names appear in this Prospectus accept
responsibility for the information contained in this Prospectus. 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. You are advised to read this Prospectus in
conjunction with the Supplements dealing with the relevant
Fund(s).
This
Prospectus may not be distributed unless accompanied by, and must
be read in conjunction with the Supplement for the Shares of the
Company being offered.
Neither
the admission of the Shares of a Fund to the Official List and
trading on the Regulated Market of Euronext nor the approval of the
Prospectus pursuant to the listing requirements of Euronext shall
constitute a warranty or representation by Euronext as to the
competence of service providers to or any other party connected
with the Company, the adequacy of information contained in the
listing particulars or the suitability of a Fund for investment
purposes.
This
document contains important information and you are advised to read
it carefully before investing. If you have any questions about the
content of this Prospectus you are advised to consult your broker,
intermediary, bank manager, legal adviser, financial accountant or
other independent financial adviser.
The
authorisation of VanEck UCITS ETFs plc (the Company) by the Central
Bank of Ireland (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.
The
Company is an umbrella investment company with segregated liability
between its sub-funds and with variable capital incorporated on
26 August 2014 and 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)
and the European Union (Undertakings for Collective Investment in
Transferable Securities) (Amendment) Regulations 2016 as amended
and as may be further amended, supplemented or consolidated from
time to time. 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
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.
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. An investment
in the Funds of the Company should not constitute a substantial
proportion of an investment portfolio and may not be suitable for
all investors. Prices of Shares in the Company may fall as well as
rise.
Before
investing in the Company, you are advised to consider the risks
involved in such investment. Please see Risk
Factors below and
where applicable to each Fund in the relevant
Supplement.
The
distribution of this Prospectus and the offering of Shares in
certain jurisdictions may be restricted. Persons into whose
possession this Prospectus comes are required by the Company to
inform themselves of and to observe any such restrictions.
This
Prospectus may not be used for the purpose of an offer or
solicitation in any jurisdiction or in any circumstances in which
such offer or solicitation is unlawful or not
authorised.
The
Company may make application to register and distribute its Shares
in jurisdictions outside Ireland.
In the event that such registrations take place, local regulations
may require the appointment of paying/facilities agents and the
maintenance of accounts by such agents through which subscription
and redemption monies may be paid. Investors who choose or are
obliged under local regulations to pay/receive
subscription/redemption monies via an intermediary rather than
directly to the Depositary bear a credit risk against that
intermediate entity with respect to (a) subscription monies prior
to the transmission of such monies to the Depositary and (b)
redemption monies payable by such intermediate entity to the
relevant investors.
The
Articles give powers to the Directors to impose such restrictions
as they think necessary on the holding of Shares by (and
consequently to redeem Shares held by), or the transfer of Shares
to, (i) any United States Persons or by any person who appears to
be in breach of the laws or requirements of any country or
government authority or (ii) by any person or persons in
circumstances (whether directly or indirectly affecting such person
or persons, and whether taken alone or in conjunction with any
other persons, connected or not, or any other circumstances
appearing to the Directors to be relevant) which, in the opinion of
the Directors, might result in the Company or a relevant Fund
incurring (a) any liability to taxation or suffering any other
pecuniary, regulatory, legal or material administrative
disadvantage or (b) being in breach of any law or regulation which
the Company or a relevant Fund might not otherwise have incurred,
suffered or breached. The Articles also permit the Directors where
necessary to redeem and cancel Shares held by a person who is or is
deemed to be or is acting on behalf of a person who is, Irish
Resident or Ordinarily Resident in Ireland (and not an Exempt Irish Investor) on
the occurrence of a chargeable event for Irish taxation purposes.
Please refer to the section headed “Taxation”.
Potential
subscribers and purchasers of Shares are advised to consult a
stockbroker, bank manager, solicitor, accountant or other financial
advisor and inform themselves as to (a) the possible tax
consequences, (b) the legal requirements, (c) any foreign exchange
restrictions or exchange control requirements and (d) any other
requisite governmental or other consents or formalities which they
might encounter under the laws of the countries of their
incorporation, citizenship, residence or domicile and which might
be relevant to the subscription, purchase, holding or disposal of
Shares.
This
Prospectus may be translated into other languages. Any such
translation shall only contain the same information and have the
same meanings as this English language document. Where there is any
inconsistency between this English language document and the
document in another language, this English language document shall
prevail except to the extent (but only to the extent) required by
the laws of any jurisdiction where the Shares are sold so that in
an action based upon disclosure in a document of a language other
than English, the language of the document on which such action is
based shall prevail, solely for the purposes of such action. Any
disputes as to the terms of the Prospectus, regardless of the
language of the Prospectus, shall be governed by and construed in
accordance with the laws of Ireland.
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. These reports will form part of
this Prospectus.
Any
information given, or representations made, by any dealer, salesman
or other person not contained in this Prospectus or in any reports
and accounts of the Company forming part hereof must be regarded as
unauthorised and accordingly must not be relied upon. Neither the
delivery of this Prospectus nor the offer, issue or sale of Shares
shall under any circumstances constitute a representation that the
information contained in this Prospectus is correct as of any time
subsequent to the date of this Prospectus. To reflect material
changes, this Prospectus may from time to time be updated and
intending subscribers are advised to enquire of the Administrator
as to the issue of any later Prospectus or as to the issue of any
reports and accounts of the Company.
The
distribution of this Prospectus and the offering or purchase of
Shares may be restricted in certain jurisdictions. This Prospectus
does not constitute and may not be treated as an offer or
solicitation by or to anyone in any jurisdiction in which such
offer or solicitation is not lawful or in which the person making
such offer or solicitation is not qualified to do so or to anyone
to whom it is unlawful to make such offer or solicitation. It is
the responsibility of any persons in possession of this Prospectus
and any persons wishing to apply for Shares pursuant to this
Prospectus to inform themselves of and to observe all applicable
laws and regulations of any relevant jurisdiction. Prospective
applicants for Shares are advised to inform themselves as to the
legal requirements so applying and any applicable exchange control
regulations and taxes in the countries of their respective
citizenship, residence or domicile.
Distribution
of this Prospectus and the relevant Supplement is not authorised in
any jurisdiction after publication of the audited annual report of
the Company unless a copy of the then latest annual report and, if
distributed after the semi-annual report has been produced, a copy
of the then latest published semi-annual report and unaudited
accounts is made available in conjunction with the Prospectus.
Shares are offered only on the basis of the information contained
in the Prospectus, the relevant Supplement and, where appropriate,
the latest audited annual accounts and any subsequent half-yearly
report of the Company. Such reports, this Prospectus and the
relevant Supplement together form the prospectus for the issue of
Shares in the Company. The latest published annual and half-yearly
reports of the Company will be available to prospective investors
free of charge at
www.vaneck.com.
The Key
Investor Information Document of each Fund will be available at the
registered office of the Company and will be sent to investors upon
request.
The Key
Investor Information Documents are available on
www.vaneck.com. Before
subscribing to any Class and to the extent required by local laws
and regulations each investor shall consult the relevant Key
Investor Information Documents. The Key Investor Information
Documents provide information in particular on historical
performance, the synthetic risk and reward indicator and charges
relating to each Fund. Investors may download the Key Investor
Information Documents on the Website mentioned above or obtain them
in paper form or on any other durable medium agreed between the
Company or the intermediary and the investor.
All
Shareholders are entitled to the benefit of, are bound by and are
deemed to have notice of, the provisions of the Articles, copies of
which are available upon request.
Defined
terms used in this Prospectus shall have the meaning attributed to
them in Appendix 1.
It is
also intended that Shares will be listed and admitted for trading
on a number of other stock exchanges but the Company does not
warrant or guarantee that such listings will take place or continue
to exist. In the event that such listings do take place, the
primary listing of the Shares of the Funds will normally be on the
London Stock Exchange and any other listings shall be secondary to
the listing on the London Stock Exchange.
This
Prospectus, including all information required to be disclosed by
the Euronext listing
requirements, comprises listing particulars for the purpose of the
listing of such shares on Euronext.
It is
possible that in certain jurisdictions, parties entirely
unaffiliated with the Company (and any Fund), the Manager or the
Investment Manager, may make the Shares of any Fund(s) available
for investment by investors in those jurisdictions through off
market trading mechanisms. None of the Company, the Manager, nor
the Investment Manager, endorse or promote such activities and are
not in any way connected to such parties or these activities and do
not accept any liability in relation to their operation and
trading.
It is the
responsibility of any person wishing to make an application for
Shares to inform themselves of, and comply with, all applicable
laws and regulatory requirements.
MiFID
II Product Governance Rules - UCITS as non-complex financial
instruments
Article
25 of MiFID II sets out requirements in relation to the assessment
of suitability and appropriateness of financial instruments for
clients. Article 25(4) contains rules relating to the selling of
financial instruments by a MiFID-authorised firm to clients in an
execution only manner. Provided the financial instruments are
comprised from the list contained in Article 25(4)(a) (referred to
broadly as non-complex financial instruments for these purposes), a
MiFID authorised firm selling the instruments will not be required
to also conduct what is referred to as an "appropriateness test" on
its clients. An appropriateness test would involve requesting
information on the client's knowledge and experience on the type of
investment offered and, on this basis, assessing whether the
investment is appropriate for the client. If the financial
instruments fall outside the list contained in Article 25(4)(a)
(i.e. are categorised as complex financial instruments), the
MiFID-authorised firm selling the instruments will be required to
also conduct an appropriateness test on its clients. UCITS (other
than structured UCITS) are specifically referenced in the list in
Article 25(4)(a). Accordingly, each Fund is deemed to be a
non-complex financial instrument for these purposes.
United
States
The
Shares have not been and will not be registered under the United
States Securities Act of 1933 (as amended) (the 1933
Act) or the
laws of any state and may not be directly or indirectly offered or
sold in the United States or to any United States Person. Any
re-offer or re-sale of any of the Shares in the United States or to
United States Persons may constitute a violation of US law. The
Shares offered hereby have not been approved or disapproved by the
SEC, by the securities regulatory authority of any US state, or by
any similar authority of any other country or jurisdiction, and
neither the SEC nor any such authority will do so. The offering and
sale of the Shares to Non-United States Persons will be exempt from
registration pursuant to Regulation S promulgated under the 1933
Act.
The Funds
have not been and will not be registered under the United States
Investment Company Act of 1940 (as amended) (the
1940 Act). Shares
may not be acquired by a person who is deemed to be a United States
Person under the 1940 Act and regulations thereunder or a person
who is deemed to be a United States Person under the United States
Commodity Exchange Act and regulations thereunder.
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