This document is important and requires your immediate attention. If you are in any doubt about the course of action to take in relation to this document, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor.

If you have sold or transferred your shares in any of the sub-funds of CIRCA5000 ICAV which are the subject of this document, please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.

Capitalised terms used herein shall bear the same meaning as capitalised terms used in the prospectus for CIRCA5000 ICAV (the "ICAV") dated 23 August 2023, as may be amended or supplemented from time to time (the "Prospectus") and the supplement for relevant sub-fund of the ICAV identified below (the "Supplement"). Copies of the Prospectus and each Supplement are available upon request during normal business hours from the registered office of the ICAV.

Please note that this notice has not been reviewed by the Central Bank of Ireland (the "Central Bank").

8 July 2024

Re:      Closure   

Dear Shareholder

The purpose of this notice is to advise you of the proposed closure of the sub-funds of the ICAV, namely:

1.         CIRCA5000 Clean Water & Waste UCITS ETF (ISIN: IE0008HHWFJ5);

2.         CIRCA5000 Green Energy & Technology UCITS ETF (ISIN: IE0007RRF713);

3.         CIRCA5000 Health & Wellbeing UCITS ETF (ISIN: IE0001EY64U4);

4.         CIRCA5000 Social & Economic Empowerment UCITS ETF (ISIN: IE0004EMZ4E0); and

5.         CIRCA5000 Sustainable Food & Biodiversity UCITS ETF (ISIN: IE000I8Z08S6).

(the "Sub-Funds").

The closure of the Sub-Funds is due to take effect on or around 16 August 2024 (the "Closure Date").

Background

In accordance with the provisions of the ICAV's prospectus and the instrument of incorporation, the Directors have the discretion to redeem all of the shares in and terminate each Sub-Fund if the total net asset value of that Sub-Fund is lower than USD50 million for a period of 30 consecutive days. 

As of the date of this letter, the Sub-Funds are each below that threshold and have been for more than 30 consecutive days, therefore, the Directors have determined to compulsorily redeem the shares and close the Sub-Funds with effect from the Closure Date.  In making this decision, the Directors also considered it unlikely that the net assets of the Sub-Funds would increase sufficiently in the future to justify the continuation of the Sub-Funds.

Procedure for Closure

For secondary market investors, the last day for trading on each relevant stock exchange on which the shares of the Sub-Funds are listed is 7 August 2024 (the "Final Exchange Trading Date"). The shares will also be de-listed on this date (the "Delisting Date").

For primary market investors, the last day on which applications for subscriptions and redemptions for Shares of the Sub-Funds may be made is 9 August 2024 (the "Final Dealing Date"). 

On the Closure Date, all shares will be compulsorily redeemed in accordance with the terms of the prospectus and the redemption proceeds, calculated as of the Closure Date, will be remitted to shareholders within 10 business days. 

Investors buying and selling shares through a broker or market maker/Authorised Participant and/or investors who hold shares through a nominee and/or clearing agent, do not appear in the ICAV's register of shareholders. Such investors should deal directly with the relevant broker, market maker/Authorised Participant, nominee or clearing agent (as relevant) in respect of their investment.

Costs

Costs in relation to the closure of each Sub-Funds and termination of the ICAV, as well as the transaction costs associated with liquidating the assets of the Sub-Funds, will be borne by the relevant Sub-Fund. 

A budget of these costs has been prepared and will be accrued into the NAV on each Dealing Day until the Final Dealing Date. Any excess of budgeted costs over the actual costs incurred in the closure of the Sub-Funds and termination of the ICAV will be repaid to those Shareholder(s) that held shares in the Sub-Funds as at the final Dealing Date.

If you have any queries regarding the matters dealt with in this letter, please contact your sales representative or your professional advisor.

Tax Considerations

If you are in any doubt as to the tax consequences, you should contact your financial or tax advisor.

If you have any queries arising from this document, please contact CIRCA5000 UK Limited at charlie@circa5000.com.

Yours faithfully

Director

For and on behalf of

CIRCA5000 ICAV