FTSE Mondo Visione Exchanges Index:
TSE: Toronto 35 Index Participation Fund ("35 Fund") - TSE 100 Index Participation Fund ("100 Fund")
Date 21/02/2000
The Toronto Stock Exchange ("TSE") today responded to inaccurate and misleading newspaper advertisements recently placed by State Street Global Advisors ("SSGA"). Richard Carleton, Vice President of Index and Market Data Services with the TSE said that he is concerned "that the content of the advertisements may be causing investor confusion in relation to the upcoming meetings of the unitholders of the 35 Fund and the 100 Fund."
Meetings of unitholders of the 35 Fund and the 100 Fund are being convened by the TSE for the sole purpose of considering the proposed mergers of the 35 Fund and the 100 Fund (the "Proposed Mergers") with the iUnits S&P/TSE 60 Index Participation Fund ("60 Fund") sponsored and managed by Barclays Global Investors Canada ("BGI Canada"). At the meetings, unitholders will be asked to approve the mergers pursuant to agreements between the 35 Fund, 100 Fund and the 60 Fund dated January 19, 2000. These meetings are to be held on February 28, 2000 at the TSE Conference Centre, The Exchange Tower, 2 First Canadian Place, Toronto, Ontario at 11:00 a.m. for the 35 Fund and 2:00 p.m. for the 100 Fund.
In the newspaper advertisements, SSGA implies that it intends to make a proposal at the meetings to enable unitholders to make a choice between the Proposed Mergers with the 60 Fund and a proposal to merge the 35 Fund and the 100 Fund with its own recently established SSGA Dow Jones Canada 40 Index Participation Fund ("40 Fund"). SSGA has also represented that unitholders of the 35 Fund and the 100 Fund will be entitled to exercise their voting rights at the meetings for the purpose of considering SSGA's proposal and that they must do so if they wish to secure their right to a choice between the 60 Fund and the 40 Fund. These representations are inaccurate and misleading.
Notwithstanding SSGA's representations to the contrary, there is no SSGA proposal to be considered by unitholders of the 35 Fund and the 100 Fund at the meetings. The Proposed Mergers are the products of approximately one-year of extensive negotiations among the TSE, S&P and BGI Canada. Agreements in principle to merge the 35 Fund and the 100 Fund with the 60 Fund were publicly announced in September 1999 which culminated in the merger agreements among each of the 35 Fund and the 100 Fund, the TSE, the 60 Fund and BGI Canada, which are described in the information circular dated January 24, 2000 sent to all unitholders of the 35 Fund and the 100 Fund of record on January 21, 2000. There are no such merger agreements in respect of any SSGA proposal and the units of the 40 Fund are not yet qualified for distribution to the public.
The purpose of the Proposed Mergers is to provide unitholders with a tax effective alternative method of terminating the 35 Fund and the 100 Fund in keeping with the TSE's objective of eventually replacing the Toronto 35 Index ("35 Index") and the 100 Index ("100 Index") with the S&P/TSE 60 Index ("60 Index").
The Proposed Mergers are not take-over bids. As a result, completion of the Proposed Mergers will not preclude investors' rights to choose. Unitholders of the 35 Fund and the 100 Fund who become unitholders of the 60 Fund following the Proposed Mergers will be able to accept the 40 Fund's offer to become unitholders of the 40 Fund by either redeeming their units of the 60 Fund or selling such units through the TSE and then using the proceeds of such redemption or sale to purchase units of the 40 Fund, if and when units of the 40 Fund become qualified for sale to the public. Should the 40 Fund become operational, investors will have this choice at that time.
The Proposed Mergers are the direct result of the TSE's decision, following consultation with market participants, to co-operate with Standard & Poor's to establish the 60 Index to replace the 35 Index and the 100 Index. This was done to address the market fragmentation attributable to the coexistence of these two indices by combining the liquidity of the 35 Index and the broader market representation of the 100 Index into a single index. A year after its launch, the S&P/TSE 60 has established itself as the benchmark for senior Canadian equities. The TSE previously announced plans to decommission the 35 Index and the 100 Index.