RNS Number : 6266D
iShares Physical Metals Plc
20 February 2020
Final Terms date 21st February 2020
iSHARES PHYSICAL METALS PLC
Issue of 949,000 Securities of iShares Physical Gold ETC
being the Tranche Number 1148 of iShares Physical Gold ETC
issued under its Secured Precious Metal Linked Securities Programme
(the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions set forth in this Base Prospectus dated
25 October 2019 which constitutes a Base Prospectus for the
purposes of the Prospectus Regulation (Regulation (EU) 2017/1129)
(the "Prospectus Regulation"). This document constitutes the final
terms of the Securities described herein for the purposes of
Article 8.4 of the Prospectus Regulation and must be read in
conjunction with such Base Prospectus [(as so supplemented)]. Full
information on the Issuer and the offer of the Securities is only
available on the basis of the combination of these Final Terms and
this Base Prospectus. This Base Prospectus, KIDs and any Supplement
to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com, at the
registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be
obtained from the office of the Initial Registrar [or the Paying
Agent(s)]. A summary of the individual issue is annexed to these
Final Terms.
All provisions in the Conditions corresponding to items in these
Final Terms which are indicated as not applicable, not completed or
deleted shall be deemed to be deleted from the Conditions.
1 Issuer: iShares Physical Metals plc
2 (i) Series: iShares Physical Gold ETC
(ii) Tranche Number: 1148
3 Aggregate Number of
Securities of the Series:
(i) Prior to the issue
of the Tranche of Securities
to which these Final
Terms relate: 548,364,771
(ii) Immediately following
the issue of the Tranche
of Securities to which
these Final Terms relate: 549,313,771
(iii) Comprising the
Tranche of Securities
to which these Final
Terms relate: 949,000
Metal Entitlement pertaining
to the Subscription
Trade Date of the Tranche
of Securities to which
these Final Terms relate
(if not the first Tranche
of Securities of the
4 Series): 0.019561664
5 (i) Issue Date of this 21 February 2020
Tranche of Securities:
(ii) Date on which 25 October 2019
Board approval for
issuance of Securities
obtained:
TRANSACTION PARTIES
6 Authorised Participant(s): As at the Issue Date of the Tranche
of Securities to which these Final
Terms relate:
Susquehanna Ireland Limited, whose
registered office is at 4th Floor,
George's Dock House, IFSC, Dublin
1, Ireland;
Credit Suisse Securities (Europe)
Limited, whose registered office is
at One Cabot Square, London E14 4QJ,
United Kingdom;
Morgan Stanley & Co International
Plc, whose registered office is at
25 Cabot Square, Canary Wharf, London
E14 5LB, United Kingdom;
Virtu Financial Ireland Limited, whose
registered office is at 13-17 Dawson
Street, Dublin 2, Ireland;
IMC Securities BV, whose registered
office is at Strawinskylaan 377, Amsterdam,
the Netherlands;
Jane Street Financial Limited, whose
registered office is at Floor 30,20
Fenchurch Street, London, EC3M 3BY,United
Kingdom;
Merrill Lynch International whose
registered office is at 2 King Edward
Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered
office is at Jacob Bontiusplaats 9,
1018 LL Amsterdam, the Netherlands;
and
Optiver VOF, whose registered office
is at Strawinskylaan Bogi, Amsterdam,
1077 ZX, the Netherlands
The full list of Authorised Participants
in respect of the Series from time
to time will be published on the website
maintained on behalf of the Issuer
at www.ishares.com (or such other
website as may be notified to Securityholders).
7 Metal Counterparty(ies) JPMorgan Chase Bank N.A., London Branch,
(as at the Issue Date whose principal London office is at
of the Tranche of Securities 125 London Wall, London EC2Y 5AJ.
to which these Final
Terms relate):
8 Paying Agent(s): Not Applicable.
PROVISIONS RELATING TO FEES
9 Total Expense Ratio 0.19% per annum
(as at the Issue Date
of the Tranche of Securities
to which these Final
Terms relate):
10 Subscription Fee (as USD [170] per Subscription Order.
at the Issue Date of
the Tranche of Securities
to which these Final
Terms relate):
11 Buy-Back Fee (as at USD [170] per Buy-Back Order.
the Issue Date of the
Tranche of Securities
to which these Final
Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
12 Non-exempt Offer: An offer of the Securities may be
32 made by the Authorised Participant(s)
other than pursuant to Article 3(2)
of the Prospectus Directive in the
United Kingdom and any other Relevant
Member State where the Base Prospectus
(and any supplements) have been notified
to the competent authority in that
Relevant Member State and published
in accordance with the Prospectus
Directive.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list
and have admitted to trading the Tranche of Securities described
herein pursuant to the Secured Precious Metal Linked Securities
Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
1 LISTING
(i) Listing and admission Application has been made for the
to trading: Securities to be admitted to the official
list of the UK Listing Authority and
for the Securities to be admitted
to trading on the regulated market
of the London Stock Exchange.
Application may be made for the Securities
to be listed on additional Stock Exchanges
and admitted to trading on additional
markets from time to time.
(ii) Relevant Stock London Stock Exchange
Exchange(s):
2 NOTIFICATION
The Central Bank has provided the Financial Conduct Authority
of the United Kingdom with a certificate of approval attesting
that the Base Prospectus has been drawn up in accordance
with the Prospectus Directive.
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE
Save as discussed in "Subscription and Sale", so far as
the Issuer is aware, no person involved in the offer of
the Securities has an interest material to the offer.
4 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds"
in the Base Prospectus.
5 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING
THE METAL
See description of the Metal in the section entitled "Precious
Metals Market Overview" in the Base Prospectus.
6 OPERATIONAL INFORMATION
ISIN: IE00B4ND3602
SEDOL: B4R1D93
WKN (if applicable): Not Applicable.
Relevant Clearing System: CREST
Delivery: Delivery free of payment.
Intended to be held No
in a manner which would
allow Eurosystem eligibility:
7 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex
Summary of the Individual Issue
Summaries are made up of disclosure requirements known as
"Elements". These elements are numbered in Sections A - D (A.1 -
D.2).
This summary contains all the Elements required to be included
in a summary for this type of securities and Issuer. Because some
Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the
summary due to the type of securities and Issuer, it is possible
that no relevant information can be given regarding the Element. In
this case a short description of the Element is included in the
summary with the mention of "not applicable".
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN)
of the Securities
-------------------------------------------------------------------------------------
Tranche 1148 of Series iShares Physical Gold ETC Securities
due 21st February 2020 issued under the Issuer's Secured Precious
Metal Linked Securities Programme. ISIN Code: IE00B4ND3602
A.1.2 Identity and contact details of the issuer, including
its legal entity identifier (LEI)
-------------------------------------------------------------------------------------
iShares Physical Metals plc (the "Issuer") is a public limited
company incorporated in Ireland. Its registered address is
at 200 Capital Dock, 79 Sir John Rogerson's Quay, Dublin 2,
DO2 RK57, Ireland. The Issuer's telephone number is +353 1
612 3000 and its legal entity identifier is 549300PO323YR44QGL24
A.1.3 Identity and contact details of the competent authority
approving the Base Prospectus
-------------------------------------------------------------------------------------
The Base Prospectus has been approved by the Central Bank of
Ireland (the "Central Bank") as competent authority, with its
head office at Central Bank of Ireland, PO Box 559, New Wapping
Street, Dublin 2 and telephone number: +353 1 2244000, in accordance
with Regulation (EU) 2017/1129.
A.1.4 Date of approval of the Base Prospectus
-------------------------------------------------------------------------------------
The Base Prospectus was approved on 25 October 2019
A.1.5 Warning
-------------------------------------------------------------------------------------
This summary has been prepared in accordance with Article 7
of Regulation (EU) 2017/1129 and should be read as an introduction
to the base prospectus (the "Base Prospectus"). Any decision
to invest in the Securities should be based on consideration
of the Base Prospectus as a whole by the investor. Any investor
could lose all or part of their invested capital and, where
any investor's liability is not limited to the amount of the
investment, it could lose more than the invested capital. Where
a claim relating to the information contained in the Base Prospectus
is brought before a court, the plaintiff investor might, under
the national legislation of the member states of the European
Economic Area, have to bear the costs of translating the Base
Prospectus before the legal proceedings are initiated. Civil
liability attaches only to those persons who have tabled the
summary, including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Base Prospectus or if
it does not provide, when read together with the other parts
of the Base Prospectus, key information in order to aid investors
when considering whether to invest in the Securities.
B. KEY INFORMATION ON THE ISSUER
B.1 Who is the issuer of the securities?
-------------------------------------------------------------------------------------
B.1.1 Domicile, legal form, LEI, jurisdiction of incorporation
and country of operation
-------------------------------------------------------------------------------------
The Issuer is incorporated and has its registered address in
Ireland. Its legal entity identifier is 549300PO323YR44QGL24.
The Issuer was registered and incorporated in Ireland as a
public limited company on 7 February 2011 under the Irish Companies
Act, registration number 494696.
B.1.2 Principal activities
-------------------------------------------------------------------------------------
The Issuer has been established as a special purpose vehicle
for the purpose of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
-------------------------------------------------------------------------------------
The Issuer has an authorised share capital of EUR100,000. The
Issuer has issued 40,000 ordinary shares, all of which are
fully paid. All such issued ordinary shares are held by Wilmington
Trust SP Services (Dublin) Limited on trust for charitable
purposes.
B.1.4 Key managing directors
-------------------------------------------------------------------------------------
Michael Griffin, Kevin O'Brien and Barry O'Dwyer
B.1.5 Identity of the statutory auditors
-------------------------------------------------------------------------------------
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
-------------------------------------------------------------------------------------
The summary information below is extracted from the Issuer's
statement of financial position as at 30 April 2019 and 30
April 2018: 2019 2018
Total current assets US$4,269,618,464 US$3,367,912,560
----------------------- -----------------------
Total equity US$57,331 US$56,956
----------------------- -----------------------
Total current liabilities US$4,269,561,133 US$3,367,103,470
----------------------- -----------------------
Total equity and liabilities US$4,269,618,464 US$3,367,912,560
----------------------- -----------------------
B.3 What are the key risks that are specific to the Issuer?
-------------------------------------------------------------------------------------
The Issuer is a special purpose vehicle with no assets other
than its paid-up share capital, and the assets on which the
Securities are secured. Accordingly, claims of any securityholder
against the Issuer may be extinguished if there is a shortfall
in funds available to the Issuer in order to meet its payment
obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
-------------------------------------------------------------------------------------
C.1.1 Type, class and ISIN
-------------------------------------------------------------------------------------
The Securities are commodity-linked securities in dematerialised,
uncertificated registered form. The form of the Securities
may in limited circumstances be modified by the Issuer without
the approval of securityholders or the consent of the Trustee
pursuant to future listing requirements. The ISIN Code of the
Securities is IE00B4ND3602.
C.1.2 Currency, denomination, par value, number of securities
issued and duration
-------------------------------------------------------------------------------------
The Securities are denominated in U.S. dollars. The Securities
are undated and have no final maturity date. As at the issue
date of the above Tranche of Securities, there will be 549,313,771
Securities of the Series in issue. The Securities do not have
a denomination but are treated by the Issuer as having a denomination
of US$3.00.
C.1.3 Rights attached to the Securities
-------------------------------------------------------------------------------------
Overview
The Securities constitute secured, limited recourse obligations
of the Issuer issued in Series in the form of debt securities,
at all times ranking pari passu and without any preference
among themselves. The Securities are undated, with no final
maturity date.
The "Metal" to which the Securities are linked is gold. Each
Security will have a metal entitlement expressed as an amount
in weight of the Metal. No payments will be due to securityholders
during the life of the Securities, other than on early redemption
of the Securities.
During the life of the Securities, securityholders can, through
financial intermediaries, buy and sell Securities on each exchange
on which the Securities are listed from time to time. Only
the authorised participants in respect of the Series specified
in the Final Terms can subscribe for Securities directly from
the Issuer and request the Issuer to buy back Securities of
such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default,
be redeemed for a cash amount in USD being the sale proceeds
of the metal entitlement as at the relevant early redemption
trade date (save that eligible authorised participants may
elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment
and/or delivery in respect of the Issuer's obligations owing
to prior ranking creditors).
Metal Entitlement
The initial metal entitlement, being the metal entitlement
on the issue date of the first tranche of the Series, is the
amount of Metal per Security equal to 0.02 fine troy ounces.
On each subsequent day, the metal entitlement in respect of
each Security is reduced at a rate equal to the portion of
the total expense ratio (described below) applicable to such
day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect
of the Series serves an event of default redemption notice
with respect to the Securities, all Securities of the Series
will be redeemed.
An early redemption event will occur following the giving of
the relevant notice if:
(a) the Issuer exercises its call option at any time by giving
10 days' notice that it is redeeming the Series;
(b) certain legal or regulatory changes occur in relation to
the Issuer;
(c) the Issuer is, or there is a substantial likelihood that
it will be, required to make a payment in respect of, register
for or account for VAT; or
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed
within 60 days.
The trustee may serve an event of default redemption notice
if (i) the Issuer has defaulted for more than 14 days in a
payment or delivery in respect of the Securities; (ii) the
Issuer does not perform or comply with a material obligation
under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace
period; or (iii) a bankruptcy event has occurred with respect
to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be
redeemed for a cash amount in USD equal to the sale proceeds
of the metal entitlement as at the relevant early redemption
trade date, subject to the deduction of an early redemption
fee equal to the costs incurred by or on behalf of the Issuer
in connection with such early redemption (and after payment
and/or delivery in respect of the Issuer's obligations owing
to prior ranking creditors). Authorised participants holding
Securities (either directly or via a nominee) may elect to
instead receive, subject to the payment of the early redemption
fee and provided certain notice requirements are fulfilled,
an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant
Securities as at the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised
participants who have elected to receive physical delivery)
may elect to receive in lieu of the amounts described above
a cash amount in USD equal to the principal amount in respect
of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders
of the relevant Security.
Withholding Tax
All payments in respect of the Securities will be made net
of and after allowance for any withholding or deduction for,
or on account of, any taxes. In the event that any withholding
or deduction for, or on account of, any tax applies to payments
and/or deliveries in respect of the Securities, the securityholders
will be subject to such tax or deduction and will not be entitled
to receive amounts to compensate for any such tax or deduction.
No event of default in respect of the Securities will occur
as a result of any such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities
and the trustee gives the relevant notice, the Securities will
immediately become due and payable at their early redemption
amount (unless such Securities are already due and payable
before such time). The security over the property in respect
of which the Securities are secured will also become enforceable
upon the service of such notice.
The events of default are:
(a) the Issuer has defaulted for more than 14 calendar days
in the payment of any sum or delivery of any Metal due in respect
of the Securities or any of them;
(b) the Issuer does not perform or comply with any one or more
of its material obligations under the Securities, the trust
deed or the security deed in respect of the Series, which default
is incapable of remedy or, if in the opinion of the trustee
capable of remedy, is not in the opinion of the trustee remedied
within 30 calendar days (or such longer period as the trustee
may permit) after notice of such default shall have been given
to the Issuer by the trustee (and, for these purposes, a failure
to perform or comply with an obligation shall be deemed to
be remediable notwithstanding that the failure results from
not doing an act or thing by a particular time); or
(c) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(a) the Securities (and the trust deed constituting them) will
be governed by Irish law; and
(b) the security deed and the other transaction documents will
be governed by English law.
Security
The Securities are secured, limited recourse obligations of
the Issuer which rank equally among themselves. The main items
of secured property are Metal in allocated form held by or
on behalf of the Issuer (through the custodian and/or sub-custodians)
in the allocated account(s) in respect of the Series and its
contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities
already in issue and which are expressed to be constituted
by the same trust deed and secured by the same security deed
will, upon issue thereof by the Issuer, be secured by the same
secured property of the Series (as increased or supplemented
in connection with such issue of new securities).
The secured property in respect of the Series will secure,
pursuant to an English law governed security deed, the obligations
of the Issuer to securityholders under the Securities and other
obligations of the Issuer in respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property
in respect of the Series, subject always to the security deed
for the Series, and not to any other assets of the Issuer.
If, following realisation in full of the secured property of
the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied,
then such outstanding claim will be extinguished and no obligation
will be owed by the Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall;
or (ii) the service of an event of default redemption notice,
the trustee shall (subject to the provisions of the trust deed
and the security deed in respect of the Series) apply the secured
property and proceeds derived from the realisation of the secured
property in respect of the Series (whether by way of liquidation
or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(a) first, in delivery to the custodian or relevant sub-custodian
(as applicable) of the over-allocated Metal;
(b) secondly, in payment or satisfaction of all fees, costs,
charges, expenses, liabilities and other amounts properly incurred
by or payable to the trustee or any receiver in connection
with an early redemption and/or an event of default relating
to the Series under or pursuant to the security deed, trust
deed and/or any other transaction document in respect of the
Series (which shall include, without limitation, any taxes
required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration)
and the costs of enforcing or realising all or some of the
security, but shall exclude agreed fees and expenses of a standard
and operational nature payable by the adviser in accordance
with the advisory agreement in respect of the Series);
(c) thirdly, in payment or satisfaction of any accrued and
unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to
be sold pursuant to a TER metal sale notice) to the adviser
in accordance with the advisory agreement in respect of the
Series;
(d) fourthly, in payment or satisfaction of the Issuer series
fees and expenses in respect of the Securities;
(e) fifthly, in settlement of any valid buy-back orders that
have been accepted and processed but not yet settled through
no fault of the relevant securityholders;
(f) sixthly, in payment or delivery of any early redemption
amount (after taking into account any deduction or payment
of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual
securityholder shall be aggregated in making such determination);
and
(g) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions
for convening meetings of securityholders to consider any matter
affecting their interests, including the sanctioning by extraordinary
resolution of a modification of any of the terms and conditions
of the Securities or any provisions of the trust deed in respect
of the Series. Such a meeting may be convened by securityholders
holding not less than 10 per cent. of the number of the Securities
of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure
upon insolvency
-------------------------------------------------------------------------------------
The Securities are secured, limited recourse obligations of
the Issuer and the Securities of a series rank equally amongst
themselves. The Issuer's obligations thereunder are secured
over the underlying Metal for the series and over the rights
of the Issuer under the main agreements entered into for that
series. Such security will become enforceable if payment of
the redemption amount is not made when due or if the Issuer
becomes insolvent.
C.1.5 Restrictions on free transferability of the securities
-------------------------------------------------------------------------------------
Interests in Securities will be transferred in accordance with
the procedures and regulations of the relevant clearing system.
There are restrictions on sales of Securities into, amongst
other jurisdictions, the United States, the Dubai International
Financial Centre, Switzerland and any European Economic Area
countries to whose competent authority the Base Prospectus
has not been notified.
These restrictions are mainly targeting offerings to the public
in the specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
-------------------------------------------------------------------------------------
Securities issued under the Series have been admitted to the
official list of the UK Listing Authority and have been admitted
to trading on the regulated market of the London Stock Exchange.
The Securities may also be admitted to trading on the Frankfurt
Stock Exchange and the Borsa Italiana at some point in the
future.
C.3 What are the key risks that are specific to the Securities?
-------------------------------------------------------------------------------------
* The value of the Securities will be affected by
movements in the price of the Metal, as well as the
price of metals in general, market perception, the
creditworthiness of certain transaction parties and
liquidity of the Securities in the secondary market.
The price of the Metal can go down as well as up and
the performance of the Metal in any future period may
not mirror its past performance.
* Precious metals are generally more volatile than most
other asset classes, making investments in precious
metals riskier and more complex than other
investments, and the secondary market price of the
Securities may demonstrate similar volatility.
* The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in
certain circumstances with notice to securityholders)
and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are
interested solely in the price movement of precious
metals and there can be no assurance that the
performance of the Metal will be sufficient to offset
the effect of the total expense ratio and such fees.
* The Issuer may elect to redeem all the Securities of
the Series early on giving not less than 10 calendar
days' notice to securityholders.
* VAT may become due on transfers of Metal to or by the
Issuer in certain circumstances. This could adversely
affect the Issuer's ability to meet its obligations
under the Securities in full.
* Investing in the Securities will not make an investor
the owner of the Metal held by the custodian or a
sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or
early redemption of Securities which are not held by
authorised participants will be in cash and an
investor who is not an authorised participant can
only realise value from a Security prior to an
occurrence of an early redemption by selling it at
its then market price to an authorised participant or
to other investors on the secondary market.
* The principal amount in respect of the Securities
operates as a minimum repayment amount on early
redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such
principal amount to all securityholders who have
elected to receive the principal amount, such
securityholders may not receive payment of the
principal amount in full and may receive
substantially less.
* The Issuer is exposed to the credit of a metal
counterparty if it does not perform its obligations
under its metal sale agreement and to the credit of
the custodian if it does not perform its obligations
under the custody agreement, in each case in respect
of the Series.
* The custodian is required, under the custody
agreement in respect of the Series, to verify that
the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good
Delivery Rules for Gold and Silver Bars" published by
the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the
London Platinum and Palladium Market (as
appropriate). Such verification may not fully prevent
the deposit of Metal by authorised participants that
fail to meet the required purity standards.
* The arranger and adviser, trustee, custodian,
registrars, authorised participants, metal
counterparties and/or their affiliates in respect of
the Series may actively trade or hold positions in
the Metal and other financial instruments based on or
related to the Metal. Such activities present
conflicts of interest and could adversely affect the
price and liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC
AND THE ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in
this security?
-------------------------------------------------------------------------------------
Only an authorised participant in respect of the Series may
request that the Issuer issues Securities in respect of the
relevant Series by delivering a subscription order. The Issuer
has absolute discretion to accept or reject in whole or in
part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to
the Issuer an amount of Metal equal to the product of the metal
entitlement in respect of the Series and the number of Securities
being subscribed, plus a subscription fee. The metal entitlement
applicable for the first tranche of Securities of the Series
that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent
tranches of the Series issued by the Issuer will be the metal
entitlement on the subscription trade date in respect of the
Series. Prior to any issue of Securities, such Metal must be
allocated by the custodian (or a sub-custodian) to an allocated
account for the Series.
The Issuer may buy back all or some of the Securities in certain
circumstances subject to a buy back fee.
During the life of the Securities, securityholders can buy
and sell Securities through financial intermediaries on each
exchange on which the Securities are listed from time to time.
An investor intending to acquire or acquiring any Securities
from an authorised participant will do so, and offers and sales
of the Securities to an investor by an authorised participant
will be made, in accordance with any terms and other arrangements
in place between such authorised participant and such investor
including as to price, allocations and settlement arrangements.
Neither the Issuer nor the arranger will be a party to any
such arrangements with investors (except where the arranger
itself offers Securities to an investor) and, accordingly,
the Base Prospectus and any Final Terms may not contain such
information and, in such case, an investor must obtain such
information from the relevant authorised participant or the
arranger, as applicable. Investors should however note the
following:
Amount of the offer : The number of Securities subject to
the offer will be determined on the basis of the demand for
the Securities and prevailing market conditions and be published.
Offer Price : The offer price per Security will be the delivery
of the metal entitlement specified in the Final Terms, subject
to any applicable fees and commissions of the person offering
such Security.
Offer Period : Securities may be offered at any time from
the issue date of the first tranche of the Series up to the
date on which all the Securities of the Series are redeemed.
Expenses : The total expense ratio ("TER"), being 0.19% per
annum is applied to the metal entitlement on a daily basis
to determine a daily deduction of an amount of Metal from the
metal entitlement.
The TER in respect of the Series may be varied by the Issuer
on the request of the adviser from time to time, provided that,
no increase in the TER in respect of the Series will take effect
unless securityholders of the Series have been given at least
30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to
the TER of the Series shall be published from time to time
on the website maintained on behalf of the Issuer at www.iShares.com
.
Publication of a Supplement : If the Issuer publishes a supplement
to the Base Prospectus pursuant to Article 23 of the Prospectus
Regulation which relates to the Issuer or the Securities, investors
who have already agreed to purchase Securities before the supplement
is published shall have the right to withdraw their acceptances
by informing the relevant distributor in writing within 2 working
days (or such other longer period as may mandatorily apply
in the relevant country) of publication of the supplement.
The terms and conditions of the Securities and the terms on
which they are offered and issued will be subject to the provisions
of any such supplement.
D.2 Why has the prospectus been produced?
-------------------------------------------------------------------------------------
Use and estimated net amount of proceeds : The net proceeds
from the issue of the Series will be an amount of allocated
Metal which will be held in allocated accounts in respect of
the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest : The arranger and adviser, trustee,
custodian, registrars, authorised participants, metal counterparties
and/or their affiliates may actively trade or hold positions
in the Metal and other financial instruments based on or related
to the Metal. Such activities present conflicts of interest
and could adversely affect the price and liquidity of Securities.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
PFTKKKBBDBKDKBB
(END) Dow Jones Newswires
February 20, 2020 06:22 ET (11:22 GMT)