TIDMXGDU
RNS Number : 0694S
Xtrackers ETC PLC
11 July 2022
Xtrackers ETC plc
a public company limited by shares incorporated under the
laws of Ireland with registered number 627079, having its
registered address at Fourth Floor, 3 George's Dock, IFSC, Dublin
1, Ireland
(the "Issuer")
IMPORTANT NOTICE TO SECURITYHOLDERS
of the following Securities issued under the Secured Xtrackers
ETC Precious Metal Linked Securities Programme in relation to
Series 1 Xtrackers IE Physical Platinum ETC (ISIN:
DE000A2T0VT7),
Series 2 Xtrackers IE Physical Gold ETC (ISIN:
DE000A2T0VU5),
Series 3 Xtrackers IE Physical Silver ETC (ISIN:
DE000A2T0VS9),
Series 6 up Xtrackers IE Physical Gold GBP Hedged ETC (ISIN:
DE000A2UDH48)
(each a "Series" and the "Securities")
11 July 2022
Dear Securityholder,
We hereby refer to the Securities issued by the Issuer and the
related Final Terms.
Capitalised terms used herein but not otherwise shall have the
meanings ascribed to them in the Master Terms and Conditions of the
Securities (the "Terms and Conditions") as set out in the Base
Prospectus of the Issuer dated 07 March 2022.
Further to Condition 17 of the Terms and Conditions, we hereby
give you notice that Wilmington Trust SP Services (Dublin) Limited,
the Trustee, has (pursuant to an Amendment Deed dated July 2022)
consented to amending the Terms and Conditions effective as of 01
August 2022, as detailed below:
(a) In Condition 1, the definition of "Eligible Programme
Administrator" shall be deleted in its entirety and replaced
by:
""Eligible Programme Administrator" means a reputable entity
that the Issuer reasonably determines is capable of performing the
role of Programme Administrator under the Programme Administrator
Agreement."
(b) In Condition 1, the definition of "Master Programme
Administrator Terms" on page 104 shall be deleted in its
entirety.
(c) In Condition 1, the definition of "Product Fee" on page 106
shall be deleted in its entirety and replaced by:
""Product Fee" means, in respect of a Series, a reduction to the
Metal Entitlement per ETC Security and which, as a result of such
reduction, operates as a charge on holders of ETC Securities. The
Issuer will periodically realise Metal equal to such charge and the
proceeds will be credited to the Series Cash Account and payable to
the Programme Administrator in accordance with the Programme
Administrator Agreement. The Programme Administrator Agreement
provides that the Programme Administrator will use the Product Fee
in relation to each Series of ETC Securities to pay on behalf of
the Issuer the costs of the Programme (as set out in the
schedule
üp to the Programme Administrator Agreement) relating to such
Series of ETC Securities (for example the fees, costs and charges
of the Transaction Parties) and the Issuer more generally. The
Product Fee for this Series of ETC Securities will be calculated in
accordance with Condition 4 using the Product Fee Percentage and
shall accrue on a daily basis and be applied to the aggregate Metal
Entitlement per ETC Security of the Series of ETC Securities on
each Valuation Day."
(d) In Condition 1, the definition of "Programme Administrator
Agreement" on page 107 shall be deleted in its entirety and
replaced by:
""Programme Administrator Agreement" means the programme
administrator agreement relating to the ETC Securities and other
similar securities and entered into by the Issuer and the Programme
Administrator dated 17 March 2020 as amended, supplemented, novated
or replaced from time to time."
(e) In Condition 10(d)(vi) on page 152, the reference to "the
relevant Programme Administrator Agreement..." shall be replaced by
a reference to "the Programme Administrator Agreement"
(f) Cross-references updates:
(i) In Condition 1, in the definition of:
a. Balancing Agreement Redemption Event on page 91, the
reference to Condition (ii) shall be replaced by a reference to
Condition 7(d)(ii);
b. Substituted Obligor on page 115, the reference to Condition
(c) shall be replaced by a reference to Condition 14(c);
c. Value per ETC Security Threshold Level on page 116, the
reference to Condition (iv) shall be replaced by a reference to
Condition 7(d)(iv); and
d. Value per ETC Security Threshold Redemption Event on page
116, the reference to Condition (iv) shall be replaced by a
reference to Condition 7(d)(iv).
(ii) In Condition 5(c) on page 129, the reference to Condition
(ii) shall be replaced by a reference to Condition 5(d)(ii).
(iii) In Condition 10(d)(ii) on page 152, the reference to
Condition (iv) shall be replaced by a reference to Condition
10(d)(vi).
(iv) In Condition 10(f)(xii) on page 156, the reference to
Condition (iv) shall be replaced by a reference to Condition
7(d)(iv).
(v) In Condition 10(i) on page 157, the reference to Condition
(i) shall be replaced by a reference to Condition 10(i).
The Base Prospectus will also be amended to include the
following changes:
1 To the "Overview of the Programme" section
(a) In the sub-section entitled "Issuer's principal activities
including an overview of the parties to the programme", the
paragraph beginning "Metal Agent:..." on page 14 shall be deleted
in its entirety and replaced by:
"Metal Agent: The Metal Agent will be specified in the Final
Terms and acts as metal agent (the "Metal Agent") in respect of the
relevant Series of ETC Securities. Its duties include the sale of
the Underlying Metal in connection with the redemption of the
relevant ETC Securities, whether at final maturity or on an early
redemption or on an ongoing basis to enable the Issuer to pay the
Product Fee to the Programme Administrator."
(b) In the sub-section entitled "Description of the structure of
the transaction" on page 17, the third paragraph beginning " The
ETC Securities are subject to a product fee that accrues on a daily
basis ..." shall be deleted in its entirety and replaced by:
" The ETC Securities are subject to a product fee that accrues
on a daily basis. Accrued product fee is paid by a daily reduction
in the metal entitlement per ETC Security which, as a result of
such reduction, operates as a charge on holders of ETC Securities.
The Issuer will, using the Metal Agent, periodically realise Metal
equal to such charge and the proceeds will be credited to the
Series Cash Account maintained by the Account Bank in relation to
that Series of ETC Securities and used by the Issuer to pay the
product fee to the Programme Administrator in accordance with the
Programme Administrator Agreement. Such realisation will happen on
a periodic (typically weekly) basis. The Programme Administrator
Agreement provides that the Programme Administrator will use the
product fee in relation to each Series of ETC Securities to pay on
behalf of the Issuer the costs of the Programme (as set out in the
schedule to the Programme Administrator Agreement) relating to such
Series of ETC Securities and the Issuer more generally ."
(c) In the sub-section entitled "Product Fee", the paragraph on
page 23 beginning " The product fee is reflected by a daily
reduction in the metal entitlement per ETC Security ..." shall be
deleted in its entirety and replaced by:
" The product fee is reflected by a daily reduction in the metal
entitlement per ETC Security which, as a result of such reduction,
operates as a charge on holders of ETC Securities. The Issuer will,
using the Metal Agent, periodically realise Underlying Metal equal
to such charge and the proceeds will be credited to the Series Cash
Account and used by the Issuer to pay the product fee to the
Programme Administrator in accordance with the Programme
Administrator Agreement. Such realisation will happen on a periodic
(typically weekly) basis. The Programme Administrator Agreement
provides that the Programme Administrator will use the product fee
in relation to each Series of ETC Securities to pay on behalf of
the Issuer the costs of the Programme (as set out in the schedule
to the Programme Administrator Agreement) relating to such Series
of ETC Securities and the Issuer more generally ."
2 To the "Risk Factors" section
(a) In the sub-section entitled "Change in Fee Levels" on pages
34 and 35, the paragraph beginning "The level of these fees may
vary from time to time..." shall be deleted in its entirety and
replaced by:
"The level of these fees may vary from time to time and the
Programme Administrator has certain discretions to adjust the
levels of the Base Fee Percentage and the FX Hedging Fee Percentage
(and, therefore, the Product Fee Percentage and the Product Fee).
This may potentially result in higher fees being applied and
therefore an increase in the daily reduction of the Metal
Entitlement per ETC Security which, as a result of such reduction,
operates as an increased charge on holders of ETC Securities. Where
the Metal has not performed sufficiently to increase or maintain
the Value per ETC Security of the ETC Securities by such amount as
is necessary to negate the increased Product Fee deducted since the
time the purchaser purchased the ETC Securities, there will be less
Metal available to realise on an early or final redemption of the
relevant ETC Securities, which would reduce the return for holders
of ETC Securities."
(b) The heading "Risks relating to the Metal Agent, the Secured
Account Custodian, the Subscription Account Custodian, the Fee
Account Custodian and relevant Sub-Custodians, the Account Bank and
Authorised Participants" on page 51 shall be deleted and replaced
by:
"Risks relating to the Metal Agent, the Secured Account
Custodian, the Subscription Account Custodian, the Fee Account
Custodian and relevant Sub-Custodians, the Account Bank, the
Programme Administrator and Authorised Participants"
(c) After the sub-section entitled "Securityholders of a Series
are exposed to the creditworthiness of the Account Bank" on page
52, a new sub-section entitled "Securityholders of a Series are
exposed to the creditworthiness of the Programme Administrator in
respect of its obligations under the Programme Administrator
Agreement" as set out be below shall be inserted:
"The ability of the Issuer to service the costs of the Programme
as set out under the Programme Administrator Agreement depends on
the Programme Administrator meeting its obligation to pay on behalf
of the Issuer such costs of the Programme. If the Programme
Administrator does not pay in full the amounts payable under the
Programme Administrator Agreement when due in connection with the
costs of the Programme and the Issuer does not recover fully on its
claims against the Programme Administrator in relation to such
non-payment, following liquidation of the Underlying Metal
following an Early Redemption Valuation Date or Final Redemption
Valuation Date or following enforcement of the Security, any costs
so unpaid will form part of the Issuer Series Fees and Expenses or
be fees, expenses and charges due to the Transaction Parties which
rank prior to the claims of the Securityholders of a Series and may
reduce the amount recoverable by the Securityholders. Therefore,
Securityholders of a Series are exposed to the creditworthiness of
the Programme Administrator in meeting its payment obligations
under the Programme Administrator Agreement."
3 To the "Conflicts of Interest" section
In the sub-section entitled "DWS International GmbH" on page 53,
a new paragraph as set out below shall be inserted after the first
paragraph beginning "As at the date of the Base Prospectus...":
"DWS International GmbH, the Programme Administrator, has
certain discretions to adjust the levels of the Base Fee Percentage
and the FX Hedging Fee Percentage (and, therefore, the Product Fee
Percentage and the Product Fee) in relation to each Series of ETC
Securities. The remuneration of the Programme Administrator is
included in the Product Fee in relation to each Series of ETC
Securities and depends on the amount of the Product Fees and their
sufficiency to cover the costs of the Programme."
4 To the "Overview of the Potential for Discretionary
Determinations by the Issuer, the Metal Agent, the Programme
Administrator and the Series Counterparty" section
(a) In the sub-section entitled "3. Why is it necessary for the
Issuer, the Metal Agent, the Programme Administrator or the Series
Counterparty to make such discretionary determinations following
the occurrence of such events?" on page 59, the second paragraph
beginning "Discretionary determinations may also be required..."
shall be deleted in its entirety and replaced by:
"Discretionary determinations may also be required (i) to
determine the Metal Entitlement per ETC Security or the FX hedging
components in order to deal with certain market disruption events
(including FX Price Inaccuracy in the case of FX Hedged ETC
Securities), (ii) to rectify incorrect determinations of the Metal
Entitlement per ETC Security and/or Value per ETC Security, (iii)
to adjust the Product Fee so that it is sufficient to cover the
fees, costs and charges payable to the Transaction Parties and of
the Issuer more generally as set out in the schedule to the
Programme Administrator Agreement that the Programme Administrator
has agreed to pay on behalf of the Issuer pursuant to the Programme
Administrator Agreement, or (iv) to enable the ETC Securities, the
Issuer or any Transaction Party to be compliant with all Relevant
Regulatory Laws if a Regulatory Requirement Event occurs."
(b) In the sub-section entitled "4.1 Product Fee" on page 60,
the paragraph beginning "The Programme Administrator has certain
discretions..." shall be deleted in its entirety and replaced
by:
"The Programme Administrator has certain discretions to adjust
the levels of the Base Fee Percentage and the FX Hedging Fee
Percentage from time to time (and, therefore, the Product Fee
Percentage and the Product Fee). This may potentially result in
higher fees being applied which would reduce the return for
Securityholders."
5 To the "Further Information Concerning Certain Transaction Documents" section
In the sub-section entitled "Programme Administrator
Agreement",
(a) the first paragraph beginning "The Issuer has entered into
the Programme Administrator Agreement ..." on pages 190 and 191
shall be deleted in its entirety and replaced by:
"The Issuer has entered into the Programme Administrator
Agreement with the Programme Administrator governed by the laws of
Germany in relation to the ETC Securities, as amended,
supplemented, novated or replaced from time to time. The Programme
Administrator Agreement sets out the respective duties and
obligations of the Programme Administrator in relation to the
relevant Series of ETC Securities and the basis for their
respective liability, remuneration and indemnification. The
Programme Administrator Agreement sets out the conditions for
appointment, resignation and termination of the Programme
Administrator. In particular (a) the Programme Administrator will
receive the Product Fee relating to each Series of ETC Securities
and will pay on behalf of the Issuer the costs of the Programme (as
set out in the schedule to the Programme Administrator Agreement)
relating to each Series of ETC Securities (for example the fees,
costs and charges of the Transaction Parties) and the Issuer more
generally; (b) in case the Product Fees that it receives are
insufficient to cover the costs of the Programme as set out in the
schedule to the Programme Administrator Agreement, the Programme
Administrator will pay the excess of such costs on behalf of the
Issuer and will not have a claim against the Issuer in respect of
the excess amount so paid; and (c) the fees of the Programme
Administrator for its services shall be the residual amount of the
Product Fees that it shall retain having paid the costs of the
Programme set out in the schedule to the Programme Administrator
Agreement.";
(b) a new paragraph as set out below shall be inserted after the
first paragraph beginning with "The Issuer has entered into the
Programme Administrator Agreement ...":
"The Programme Administrator has certain discretions to adjust
the levels of the Base Fee Percentage and the FX Hedging Fee
Percentage (and, therefore, the Product Fee Percentage and the
Product Fee) in relation to each Series of ETC Securities. The
remuneration of the Programme Administrator is included in the
Product Fee in relation to each Series of ETC Securities and
depends on the amount of the Product Fees and their sufficiency to
cover the costs of the Programme."; and
(c) each reference to "the relevant Programme Administrator
Agreement..." throughout the rest of the sub-section on pages 191
and 192 shall be replaced by a reference to "the Programme
Administrator Agreement".
6 To the "Description of the Issuer" section
In the sub-section entitled "Directors and Company Secretary",
the paragraph beginning "The Directors of the Issuer as at the date
of this Base Prospectus..." on page 202 shall be deleted in its
entirety and replaced by:
"The Directors of the Issuer as at 29 July 2022 are Eileen
Starrs and Claudio Borza."
As a consequence of the above, a supplemental prospectus
reflecting these changes will be published on the Website of the
Issuer ( www.etf.dws.com ) on or about 29 July 2022.
The changes described above are being made in accordance with
the terms of the Transaction Documents.
If you are not the ultimate beneficial holder in respect of the
Securities, or if you have recently disposed of the Securities,
please forward this notice to the ultimate beneficial holder or
purchaser respectively.
Securityholders with queries relating to this notice may address
them to the following email: Xtrackers@dws.com .
Neither the contents of the Company's website nor the contents
of any other website accessible from hyperlinks on the Company's
website is incorporated into, or forms part of, this
announcement.
Xtrackers ETC plc
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END
PSPFLFIEDAILLIF
(END) Dow Jones Newswires
July 11, 2022 11:10 ET (15:10 GMT)
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