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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 10-K
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023 |
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from____________________to____________________ |
Commission File Number: 001-34590
abrdn Platinum ETF Trust
(Exact name of registrant as specified in
its charter)
New York |
|
26-4732885 |
(State or other jurisdiction
of incorporation or
organization) |
|
(I.R.S. Employer Identification No.) |
c/o abrdn ETFs Sponsor LLC |
|
|
1900 Market Street, Suite 200
Philadelphia, PA
(Address of principal executive
offices) |
|
19103
(Zip Code) |
(844) 383-7289
(Registrant’s telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
abrdn Physical Platinum Shares ETF |
|
PPLT |
|
NYSE Arca |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer |
☒ |
|
Accelerated Filer |
☐ |
Non-Accelerated Filer |
☐ |
|
Smaller Reporting Company |
☐ |
|
|
|
Emerging Growth Company |
☐ |
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the
Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Aggregate market value of the registrant’s Shares outstanding
based upon the closing price of a Share on June 30, 2023 as reported by the NYSE Arca, Inc. on that date: $903,420,022.
As of February 26, 2024, abrdn Platinum ETF Trust had 11,100,000
abrdn Physical Platinum Shares ETF outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains various “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and within the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking
statements usually include the words, “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “plans,” “projects,” “understands” and other words suggesting uncertainty.
We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and
other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our
achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our
achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Trust undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events.
Additional significant uncertainties and other factors affecting
forward-looking statements are presented in the Risk Factors section herein.
TABLE OF CONTENTS
PART I
Item 1. Business
The purpose of the abrdn Platinum ETF Trust (the “Trust”)
is to own platinum transferred to the Trust in exchange for shares issued by the Trust (“Shares”). Each Share represents
a fractional undivided beneficial interest in and ownership of the Trust. The assets of the Trust consist solely of platinum
bullion. The Trust was formed on December 30, 2009 when an initial deposit of platinum was made in exchange for the issuance of
two Baskets (a “Basket” consists of 50,000 Shares).
The sponsor of the Trust is abrdn ETFs Sponsor LLC (the “Sponsor”).
The trustee of the Trust is The Bank of New York Mellon (the “Trustee”) and the custodian is JPMorgan Chase Bank N.A.,
London Branch (the “Custodian”).
The Trust’s Shares at redeemable value decreased from
$1,096,553,007 at December 31, 2022 to $997,445,666 at December 31, 2023, the Trust’s fiscal year end. Outstanding Shares
in the Trust decreased from 11,500,000 at December 31, 2022 to 10,850,000 at December 31, 2023.
The Trust is not managed like a corporation or an active investment
vehicle. The Trust has no directors, officers or employees. It does not engage in any activities designed to obtain a profit from
or to improve the losses caused by changes in the price of platinum. The platinum held by the Trust will only be delivered
to pay the remuneration due to the Sponsor (the “Sponsor’s Fee”), distributed to Authorized Participants (defined
below) in connection with the redemption of Baskets or sold (1) on an as-needed basis to pay Trust expenses not assumed by the
Sponsor, (2) in the event the Trust terminates and liquidates its assets, or (3) as otherwise required by law or regulation.
The Trust is not registered as an investment company under the
Investment Company Act of 1940 and is not required to register under such act. The Trust does not and will not hold or trade in
commodities futures contracts, “commodity interests” or any other instruments regulated by the Commodity Exchange Act
(the “CEA”), as administered by the Commodity Futures Trading Commission (the “CFTC”) and the National
Futures Association (“NFA”). The Trust is not a commodity pool for purposes of the CEA and the Shares are not “commodity
interests,” and neither the Sponsor nor the Trustee is subject to regulation as a commodity pool operator or a commodity
trading advisor in connection with the Shares. The Trust has no fixed termination date.
The Sponsor of the registrant maintains an Internet website
at www.abrdn.com/us/etf through which the registrant’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, are made available free of charge as soon as reasonably practicable after they have been filed or furnished to the
Securities and Exchange Commission (the “SEC”). Additional information regarding the Trust may also be found on the
SEC’s EDGAR database at www.sec.gov.
Trust Objective
The investment objective of the Trust is for the Shares to reflect
the performance of the price of physical platinum , less the Trust’s expenses. The Shares are intended to constitute
a simple and cost-effective means of making an investment similar to an investment in physical platinum. An investment in physical platinum
requires expensive and sometimes complicated arrangements in connection with the assay, transportation, warehousing and insurance
of the metal. Traditionally, such expense and complications have resulted in investments in physical platinum being efficient
only in amounts beyond the reach of many investors.
The Shares are intended to provide institutional and retail
investors with a simple and cost-efficient means, with minimal credit risk, of gaining investment benefits similar to those of
holding platinum bullion. The Shares offer an investment that:
• Easily Accessible and Relatively Cost Effective.
Investors can access the platinum bullion market through a traditional brokerage account. The Sponsor believes that investors
will be able to more effectively implement strategic and tactical asset allocation strategies that use platinum bullion by
using the Shares instead of using the traditional means of purchasing, trading and holding platinum bullion and for many investors,
transaction costs related to the Shares will be lower than those associated with the purchase, storage and insurance of physical
platinum bullion.
• Exchange Traded and Transparent. The Shares
trade on the NYSE Arca, providing investors with an efficient means to implement various investment strategies. The Shares are
eligible for margin accounts and are backed by the assets of the Trust and the Trust does not hold or employ any derivative securities.
Furthermore, the value of the Trust’s holdings are reported on the Trust’s website daily.
• Minimal Credit Risk. The Shares represent an interest
in physical platinum owned by the Trust (other than an amount held in unallocated form which is not sufficient to make up
a whole plate of which is held temporarily to effect a creation or redemption of Shares). Physical platinum of the Trust
in the Custodian’s possession is not subject to borrowing arrangements with third parties. Other than the platinum temporarily
being held in an unallocated platinum account with the Custodian, the physical platinum of the Trust is not subject to
counterparty or credit risks. See “Risk Factors—Platinum held in the Trust’s unallocated platinum account
and any Authorized Participant’s unallocated platinum account is not segregated from the Custodian’s assets...”
This contrasts with most other financial products that gain exposure to platinum through the use of derivatives that are
subject to counterparty and credit risks.
Investing in the Shares does not insulate the investor from
certain risks, including price volatility. See “Risk Factors.”
Overview of the Platinum Industry
This section provides a brief introduction to the platinum industry
by looking at some of the key participants, detailing the primary sources of demand and supply.
In this annual report, the term “ounces” refers
to troy ounces.
Platinum Group Metals
Platinum and palladium are the two best known metals of the
six platinum group metals (“PGMs”). Platinum and palladium have the greatest economic importance and are found in the
largest quantities. The other four—iridium, rhodium, ruthenium and osmium—are produced only as co-products of platinum
and palladium. PGMs are known for their purity, high melting points and unique catalytic properties. In addition to their oxidation
and reduction properties, they are also extremely resistant to corrosion. PGMs are utilized in a number of industrial processes,
technologies and commercial applications. Their unique chemical and physical properties make PGMs an excellent raw material, catalyst
and ingredient for manufacturing processes. Consumer and industrial products made with platinum and other PGMs include flat panel
monitors, glass fiber, medical tools, computer hard drives, nylon and razors, among others. PGMs play a critical role in autocatalysis
and pollution control in the automotive sector.
PGM mining is heavily concentrated in southern Africa (South
Africa and Zimbabwe), with smaller percentages coming from the United States, Russia and other locations. South Africa is the world’s
leading platinum producer and one of the largest palladium producers. Russia is the second largest producer of platinum. All of
South Africa’s production is sourced from the Bushveld Igneous Complex, which hosts the world’s largest resource of
PGMs. Together, South Africa and Russia accounted for over 83% of platinum supply in 2022.
World Platinum Supply and Demand 2013-2022
The following table sets forth a summary of the world platinum
supply and demand over the past 10 years (from 2013 to 2022) and is based on information reported by Johnson Matthey, PGM Market
Reports (2013 – 2023).
(thousands of ounces) | |
2013 | | |
2014 | | |
2015 | | |
2016 | | |
2017 | | |
2018 | | |
2019 | | |
2020 | | |
2021 | | |
2022 | |
Primary supply1 | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
South Africa | |
| 4,208 | | |
| 3,546 | | |
| 4,572 | | |
| 4,392 | | |
| 4,450 | | |
| 4,467 | | |
| 4,344 | | |
| 3,243 | | |
| 4,609 | | |
| 3,965 | |
Russia | |
| 736 | | |
| 700 | | |
| 670 | | |
| 714 | | |
| 720 | | |
| 687 | | |
| 721 | | |
| 699 | | |
| 638 | | |
| 600 | |
North America | |
| 322 | | |
| 346 | | |
| 354 | | |
| 370 | | |
| 368 | | |
| 370 | | |
| 367 | | |
| 334 | | |
| 279 | | |
| 266 | |
Zimbabwe | |
| 410 | | |
| 401 | | |
| 400 | | |
| 489 | | |
| 466 | | |
| 474 | | |
| 451 | | |
| 482 | | |
| 465 | | |
| 488 | |
Others | |
| 174 | | |
| 167 | | |
| 158 | | |
| 162 | | |
| 157 | | |
| 152 | | |
| 154 | | |
| 205 | | |
| 222 | | |
| 211 | |
Total primary supply | |
| 5,850 | | |
| 5,160 | | |
| 6,154 | | |
| 6,127 | | |
| 6,161 | | |
| 6,150 | | |
| 6,037 | | |
| 4,963 | | |
| 6,213 | | |
| 5,530 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Secondary supply2 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Automotive3 | |
| 1,186 | | |
| 1,235 | | |
| 1,147 | | |
| 1,132 | | |
| 1,249 | | |
| 1,332 | | |
| 1,389 | | |
| 1,154 | | |
| 1,234 | | |
| 1,153 | |
Electronics/other | |
| 24 | | |
| 28 | | |
| 30 | | |
| 32 | | |
| 35 | | |
| 38 | | |
| 40 | | |
| 38 | | |
| 44 | | |
| 51 | |
Jewelry | |
| 790 | | |
| 762 | | |
| 574 | | |
| 738 | | |
| 746 | | |
| 699 | | |
| 663 | | |
| 506 | | |
| 367 | | |
| 264 | |
Total secondary supply | |
| 2,000 | | |
| 2,025 | | |
| 1,751 | | |
| 1,902 | | |
| 2,030 | | |
| 2,069 | | |
| 2,092 | | |
| 1,698 | | |
| 1,645 | | |
| 1,468 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total combined supply | |
| 7,850 | | |
| 7,185 | | |
| 7,905 | | |
| 8,029 | | |
| 8,191 | | |
| 8,219 | | |
| 8,129 | | |
| 6,661 | | |
| 7,858 | | |
| 6,998 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Demand by application4 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Auto5 | |
| 2,827 | | |
| 2,888 | | |
| 3,134 | | |
| 3,165 | | |
| 3,061 | | |
| 2,815 | | |
| 2,589 | | |
| 2,024 | | |
| 2,405 | | |
| 2,762 | |
Chemical | |
| 522 | | |
| 576 | | |
| 502 | | |
| 477 | | |
| 453 | | |
| 654 | | |
| 665 | | |
| 615 | | |
| 677 | | |
| 699 | |
Dental & Biomedical | |
| 217 | | |
| 214 | | |
| 227 | | |
| 227 | | |
| 238 | | |
| 241 | | |
| 254 | | |
| 218 | | |
| 224 | | |
| 253 | |
Electrical & Electronics | |
| 219 | | |
| 224 | | |
| 227 | | |
| 227 | | |
| 224 | | |
| 228 | | |
| 215 | | |
| 226 | | |
| 259 | | |
| 235 | |
Glass | |
| 102 | | |
| 143 | | |
| 227 | | |
| 247 | | |
| 314 | | |
| 501 | | |
| 468 | | |
| 507 | | |
| 908 | | |
| 594 | |
Investment | |
| 871 | | |
| 277 | | |
| 451 | | |
| 620 | | |
| 361 | | |
| 67 | | |
| 1,131 | | |
| 1,022 | | |
| -28 | | |
| -565 | |
Jewelry6 | |
| 2,984 | | |
| 2,839 | | |
| 2,746 | | |
| 2,413 | | |
| 2,385 | | |
| 2,258 | | |
| 2,073 | | |
| 1,657 | | |
| 1,468 | | |
| 1,344 | |
Petroleum | |
| 146 | | |
| 172 | | |
| 140 | | |
| 186 | | |
| 228 | | |
| 380 | | |
| 262 | | |
| 287 | | |
| 216 | | |
| 230 | |
Pollution Control | |
| 143 | | |
| 168 | | |
| 172 | | |
| 189 | | |
| 184 | | |
| 193 | | |
| 190 | | |
| 175 | | |
| 205 | | |
| 223 | |
Other | |
| 388 | | |
| 438 | | |
| 464 | | |
| 498 | | |
| 530 | | |
| 531 | | |
| 542 | | |
| 417 | | |
| 444 | | |
| 483 | |
Demand | |
| 8,419 | | |
| 7,939 | | |
| 8,290 | | |
| 8,249 | | |
| 7,978 | | |
| 7,868 | | |
| 8,389 | | |
| 7,148 | | |
| 6,778 | | |
| 6,258 | |
Total Demand | |
| 8,419 | | |
| 7,939 | | |
| 8,290 | | |
| 8,249 | | |
| 7,978 | | |
| 7,868 | | |
| 8,389 | | |
| 7,148 | | |
| 6,778 | | |
| 6,258 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Movements in stocks7 | |
| -569 | | |
| -754 | | |
| -385 | | |
| -220 | | |
| 213 | | |
| 351 | | |
| -260 | | |
| -487 | | |
| 1,080 | | |
| 740 | |
Source: Johnson Matthey PGM Market Report (2013 – 2023).
1
Primary supply: Supply figures represent sales of primary PGM by producers and are allocated to the region where mining took place,
rather than the region of subsequent processing.
2
Secondary supply: Secondary supply is the quantity of metal recovered from open-loop recycling (i.e. where the original purchaser
does not retain ownership of the PGM). Outside the automotive, jewelry and electronics markets, open-loop recycling is negligible.
3
Automotive recycling represents the weight of metal recovered from end-of-life vehicles and aftermarket scrap. It does not include
warranty or production scrap.
4
Demand: Demand figures for any given application represent the sum of industry demand for new metal in that application, net of
any closed-loop recycling (i.e. where industry participants retain ownership of the metal: an example would be recycling of spent
chemical catalysts where the metal is retained to be used on fresh catalyst that replaces the spent charge).
5
Automotive demand is allocated to the region where the vehicle is manufactured and is accounted for at the time of vehicle production.
It includes emissions catalysts on vehicles, motorcycles and three-wheelers, as well as fuel cell vehicles. Non-road mobile machinery
is counted as industrial demand, in the pollution control category.
6
Jewelry demand is allocated to the region where the finished jewelry is manufactured, not sold.
7
Movements in stocks: This figure gives the overall market balance in any one year and reflects the extent of stocks that must be
mobilised to balance the market in that year. It is thus a proxy for changes in stocks held by fabricators, dealers, banks and
depositories, but excludes stocks held by primary and secondary refiners and final consumers. A positive figure (market surplus)
thus reflects an increase in global market stocks. A negative value (market deficit) indicates a decrease in global market stocks.
The following are some of the main characteristics of the platinum
market illustrated by the table:
The main supplier of platinum is South Africa, providing approximately
72% of total mine supply over the past 10 years (2013-2022). Russia is the second largest supplier of platinum. Its share of world
mine production has averaged around 12% of total mine supply over the past ten years ended 2022. Scrap supply from recycling of
autocatalyst and other sources have accounted for about 24% of total supply over the last 10 years.
Over the ten years ended December 2022, jewelry demand for platinum
peaked at approximately 35% of total demand in 2014. Jewelry demand has since declined to 21% total demand in 2022, following a
consistent downward trend. Automotive demand for platinum, which accounted for around 34% of total demand at the end of 2013, has
increased to roughly 44% of total demand as of the end of 2022. Following two consecutive years of growth, investment demand fell
from a high of 14% in 2020 into negative territory in 2022 at (9%). Pollution control demand, which captures the production demand
of non-road vehicles such as agricultural equipment and industrial machinery as well as small engines and stationary source emissions
controls in factories that use technology that is similar to autocatalysts, increased to 4% of total demand in 2022.
In 2023, platinum production in South Africa has continued to impact global supply, as the country continues to experience power supply disruptions along with rising electricity prices. Coupledwith labor strikes, political instability, inflation and volatile prices, which have compressed profit margins and subsequently led to a decrease in expected supply from the world's leading producer.While industry analysis groups see potential for a nearly 1-million-ounce deficit in platinum in 2023, the price performance has not reflected this sentiment over the course of the year as the marketremains well supplied pulling from existing above ground stockpiles. Despite a positive outlook at the beginning of the year, fueled by China's rollback of Covid-related restrictions, that drove theprice as high as $1,128 per ounce on April 21, 2023, the Chinese economic rebound disappointed investors and led the price of platinum to fall as low as $850 per ounce on November 13, 2023.While an end-of-year rally saw the price of platinum increase roughly 18% off the yearly low to $1,000 per ounce, platinum ended the year approximately 3% below its 2022 closing price.
Historical Chart of the Price of Platinum
The price of platinum is volatile and fluctuations are expected
to have a direct impact on the value of the Shares. However, movements in the price of platinum in the past are not a reliable
indicator of future movements. The following chart illustrates the movements in the price of an ounce of platinum in U.S. Dollars
from December 31, 2013 to December 31, 2023 and is based on information provided by Bloomberg:
Source: Bloomberg, abrdn. Chart data from 12/31/2013 to 12/31/2023. Spot Platinum Price = PLTMLNPM Index.
In 2012, platinum prices rose on the back
of supply disruptions in South Africa, which accounts for more than 72% of the world’s supply of platinum. A strike at one
of South Africa’s biggest platinum mines caused the price of platinum to rise from $1,387 to $1,709 per ounce in August 2012.
At the beginning of 2013, Anglo American Platinum, the world’s biggest producer of the metal, announced its intention to
close four mine shafts and its consideration of selling another mine complex as part of a radical overhaul of its South African
operations. This statement prompted a strong reaction on platinum prices, which rose from $1,656 to $1,736 per ounce in the days
following the announcement, on fears of a further tightening in platinum supply. However, platinum’s correlation to gold weighed
on platinum prices in 2013 overall. Prolonged strikes at South African mines in 2014 led to the deepest supply deficit in platinum
since 1975 (the earliest date we have supply and demand data). However, that failed to arrest the price slide which saw prices
fall 11% in 2014, highlighting the extent of negative sentiment towards industrially-exposed precious metals. Despite autocatalyst
demand for platinum increasing in 2015, tightening nitrogen oxide emission standards have led to pessimism about the future demand
for platinum-heavy diesel autocatalysts relative to palladium-heavy gasoline autocatalysts. Further pessimistic outlook for South
Africa’s economy and its currency the South African Rand weighed on platinum prices throughout 2017, and platinum continued to
fall in 2018 driven by lackluster investor sentiment, a stronger US dollar, weaker diesel demand and rising mine supply. Platinum
prices bounced back, rising 19.9% to $952 per ounce at the end of 2019. After seeing the price fall as low as $593 per ounce on
March 19, 2020, platinum rebounded from pandemic lows and finished the year at $1,068 per ounce. The steep climb in palladium price
has led some investors to conclude that platinum appears under-valued, in view of its potential to substitute for palladium in
automotive applications in the future. Additionally, the outlook for mining in South Africa is increasingly uncertain, with producers
facing steep increases in electricity prices, periodic disruption to power supplies and a risk of industrial action during anticipated
wage negotiations. In 2021, platinum took a back seat to risky assets, similarly to other precious metals, as it returned -10%
(as of December 31, 2021). Follow through from auto production disruptions during the pandemic were a major contributor to the
price performance in 2021. The price of platinum reached as high as $1,151 per ounce on March 8, 2022, as Russia’s invasion
of Ukraine and the threat of sanctions on Russian exports, including platinum, pushed prices higher. However, while other precious
metals (gold, silver, palladium) saw prices fluctuate throughout the year, platinum’s volatility was much more pronounced
within the first quarter of 2022, as the price fell roughly 15% by March 31, 2022, to close the first quarter at $983 per ounce.
Aggressive interest rate hikes by the U.S. Federal Reserve, a strong U.S. Dollar and risks of diminishing global economic growth
exerted additional pressure on prices, as the price of platinum fell as low as $831 per ounce on July 14, 2022. Through the end
of 2022, increasing autocatalyst demand and a growing substitution of platinum for palladium contributed to ongoing physical market
tightness, despite a global surplus, which saw the price of platinum increase roughly 24% from July 14, 2022 through December 31,
2022 to $1,031 per ounce.
In 2023, a decrease in platinum production in South Africa, the world's leading producer, has continued to impact global supply (see “World Platinum Supply and Demand in 2023” above for additional discussion). While industry analysis groups see potential for a nearly 1-million-ounce deficit in platinum in 2023, the price performance has not reflected this sentiment over the course of the year as the market remains well supplied pulling from existing above ground stockpiles. Despite a positive outlook at the beginning of the year, fueled by China’s loosening of Covid-related restrictions, that drove the price as high as $1,128 per ounce on April 21, 2023, the Chinese economic rebound disappointed investors and led the price of platinum to fall as low as $850 per ounce on November 13, 2023. While an end-of-year rally saw the price of platinum increase roughly 18% off the yearly low to $1,000 per ounce, platinum ended the year approximately 3% below its 2022 closing price.
Operation of the Platinum Market
The global trade in platinum consists of Over-the-Counter
(“OTC”) transactions in spot, forwards, and options and other derivatives, together with exchange-traded futures and
options.
Global Over-The-Counter Market
The OTC market trades on a 24-hour per day continuous basis
and accounts for most global platinum trading. Market makers, as well as others in the OTC market, trade with each other and with
their clients on a principal-to-principal basis. All risks and issues of credit are between the parties directly involved in the
transaction. Market makers include the market making members of the London Platinum and Palladium Market (“LPPM”),
the trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in
the LPPM. Five member participants of the LPPM are currently participating in the electronic LME PM Fix (as described below) process
administered by the London Metal Exchange (“LME”). The OTC market provides a relatively flexible market in terms of
quotes, price, size, destinations for delivery and other factors. Bullion dealers customize transactions to meet clients’
requirements. The OTC market has no formal structure and no open outcry meeting place.
The main centers of the OTC market for platinum are London,
New York, Hong Kong and Zurich. Mining companies, manufacturers of jewelry and industrial products, together with investors and
speculators, tend to transact their business through one of these market centers. Centers such as Dubai and several cities in the
Far East also transact substantial OTC market business, typically involving jewelry and small plates or ingots of platinum (1 kilogram
or less) and will hedge their exposure by selling into one of these main OTC centers. Precious metals dealers have offices around
the world and most of the world’s major bullion dealers are either members or associate members of the London Bullion Market
Association (“LBMA”) and/or the LPPM. In the OTC market for platinum, the standard size of trades between market makers
is 1,000 ounces.
Liquidity in the OTC market can vary from time to time during
the course of the 24-hour trading day. Fluctuations in liquidity are reflected in adjustments to dealing spreads—the differential
between a dealer’s “buy” and “sell” prices. The period of greatest liquidity in the platinum market
generally occurs at the time of day when trading in the European time zones overlaps with trading in the United States, which is
when OTC market trading in London, New York, Zurich and other centers coincides with futures and options trading on the Commodity
Exchange, Inc. (“COMEX”), a designated contract market within the CME Group. This period lasts for approximately four
hours each New York business day morning.
The Platinum Market
The Zurich and London Platinum Bullion Markets
Although the market for physical platinum is distributed globally,
most platinum is stored and most OTC market trades are cleared through Zurich. As of September 1, 2009, London also serves as a
center for the clearing of OTC trades in platinum. In addition to coordinating market activities, the LPPM acts as the principal
point of contact between the market and its regulators. A primary function of the LPPM is its involvement in the promotion of refining
standards by maintenance of the “London/Zurich Good Delivery Lists,” which are the lists of LPPM accredited refiners
of platinum. The LPPM also coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation.
Platinum is traded generally on a “loco Zurich”
basis, meaning the precious metal is physically held in vaults in Zurich or is transferred into accounts established in Zurich.
As of September 1, 2009, platinum began trading on a “loco London” basis as well, meaning the precious metal is physically
held in vaults in London or is transferred into accounts established in London. The basis for settlement and delivery of a loco
Zurich spot trade is payment (generally in U.S. Dollars) two business days after the trade date against delivery. Delivery of the
platinum can either be by physical delivery or through the clearing systems to an unallocated account.
The unit of trade in London and Zurich is the troy ounce, whose
conversion between grams is: 1,000 grams equals to 32.1507465 troy ounces, and one troy ounce is equivalent to 31.1034768 grams.
A good delivery platinum plate or ingot on the LPPM approved list is acceptable for delivery in settlement of a transaction on
the OTC market (a “Good Delivery Platinum Plate or Ingot”). A Good Delivery Platinum Plate or Ingot must contain between
32 and 192 troy ounces of platinum with a minimum fineness (or purity) of 999.5 parts per 1,000 (99.95%), be of good appearance,
and be easy to handle and stack. The platinum content of a platinum Good Delivery Platinum Plate or Ingot is calculated by multiplying
the gross weight by the fineness of the plate or ingot. A Good Delivery Platinum Plate or Ingot must also bear the stamp of one
of the refiners who are on the LPPM approved list. Unless otherwise specified, the platinum spot price always refers to the “Good
Delivery Standards” set by the LPPM. Business is generally conducted over the phone and through electronic dealing systems.
Since December 1, 2014, the LME has been administering the operation
of an electronic platinum bullion price fixing system (“LMEbullion”) that replicates electronically the manual London
platinum fix processes previously employed by the London Platinum and Palladium Fixing Company Ltd (“LPPFCL”), as well
as providing electronic market clearing processes for platinum bullion transactions at the fixed prices established by the LME
pricing mechanism. The LME’s electronic price fixing processes, like the previous London platinum fix processes, establishes
and publishes fixed prices for troy ounces of platinum twice each London trading day during fixing sessions beginning at 9:45 a.m.
London time (the “LME AM Fix”) and 2:00 p.m. London time (the “LME PM Fix”). In addition to utilizing the
same London platinum fix standards and methods, the LME also supervises the platinum electronic price fixing processes through
its market operations, compliance, internal audit and third-party complaint handling capabilities in order to support the integrity
of the LME PM Fix. The LME, in administering LMEbullion, uses a pricing methodology that meets the administrative and regulatory
needs of platinum market participants, including the International Organization of Securities Commission’s (IOSCO) Principles
for Financial Benchmarks, (the “IOSCO Principles”).
Daily during London trading hours the LME AM Fix and the LME
PM Fix each provide reference platinum prices for that day’s trading. Many long-term contracts will be priced on the basis
of either the LME AM Fix or the LME PM Fix, and market participants will usually refer to one or the other of these prices when
looking for a basis for valuations. The Trust values its platinum on the basis of the LME PM Fix.
Formal participation in the LME PM Fix is limited to participating
LPPM members. Five LPPM members are currently participating in establishing the LME PM Fix (Goldman Sachs International, HSBC Bank
USA NA, ICBC Standard Bank plc, Johnson Matthey plc and BASF Metals Ltd.). Any other market participant wishing to participate
in the trading on the LME PM Fix is required to do so through one of the participating LPPM members.
Orders are placed either with one of the participating LPPM
member participants or with another precious metals dealer who will then be in contact with a participating LPPM member during
the fixing. The fix begins with the chair reflecting the market price and other data, prevailing at the opening of the fix. This
is relayed by the LPPM member participants to their dealing rooms which have direct communication with all interested parties.
Any member participant may enter the fixing process at any time, or adjust or withdraw his order. The platinum price is adjusted
up or down until all the buy and sell orders are electronically matched, at which time the price is declared fixed. All orders
are transacted on the basis of this fixed price, which is instantly relayed to the market through various media.
The LBMA and the LME have asserted that the LME’s electronic
price fixing processes are similar to the non-electronic processes previously used to establish the applicable London platinum
fix where the London platinum fix process adjusted the platinum price up or down until all the buy and sell orders entered by the
participating LPPM members are matched, at which time the price was declared fixed. Nevertheless, the LME PM Fix has several advantages
over the previous London platinum fix. The LME’s electronic price fixing processes are intended to be transparent. The LME
asserts that its electronic price fixing processes are fully auditable by third parties since an audit trail exists from the beginning
of each fixing session. The LME also asserts that the market operation, compliance, internal audit and third-party complaint handling
capabilities of the LME supports the integrity of the LME PM Fix.
Since December 1, 2014, the Sponsor determined that the
London platinum fix, which has been revised based on the new LME method and is now known as the LBMA Platinum Price (PM),
which we refer to herein as the LME PM Fix, is an appropriate basis for valuing platinum bullion received upon purchase of
the Trust’s Shares, delivered upon redemption of the Trust’s Shares and for determining the value of the
Trust’s platinum bullion each trading day. The Sponsor also has determined that the LME PM Fix will fairly represent
the commercial value of platinum bullion held by the Trust and, the “Benchmark Price” (as defined in the Trust
Agreement) of the Trust’s platinum bullion as of any day is the LME PM Fix for such day.
As of December 1, 2014, the LPPFCL transferred ownership of
the historic and future intellectual property of the twice daily “fix” for platinum and palladium bullion to a subsidiary
company of the LBMA.
Futures Exchanges
The most significant platinum futures exchanges are the COMEX,
a designated contract market within the CME Group, and the Tokyo Commodity Exchange, Inc. (“TOCOM”). The COMEX is the
largest exchange in the world for trading precious metals futures and options and launched platinum futures in 1956, followed with
options in 1990. The TOCOM has been trading platinum since 1984. Trading on these exchanges is based on fixed delivery dates and
transaction sizes for the futures and options contracts traded. Trading costs are negotiable. As a matter of practice, only a small
percentage of the futures market turnover ever comes to physical delivery of the platinum represented by the contracts traded.
Both exchanges permit trading on margin. Margin trading can add to the speculative risk involved given the potential for margin
calls if the price moves against the contract holder. The COMEX trades platinum futures almost continuously (with one short break
in the evening) through its CME Globex electronic trading system and clears through its central clearing system. On June 6, 2003,
the TOCOM adopted a similar clearing system. In each case, the exchange acts as a counterparty for each member for clearing purposes.
Market Regulation
The global platinum markets are overseen and regulated
by both governmental and self-regulatory organizations. In addition, certain trade associations have established rules and protocols
for market practices and participants. In the United Kingdom, responsibility for the regulation of the financial market participants,
including the major participating members of the LPPM falls under the authority of the Financial Conduct Authority (“FCA”) as
provided by the Financial Services and Markets Act 2000 (“FSM Act”). Under this act, all U.K.-based banks, together
with other investment firms, are subject to a range of requirements, including fitness and properness, capital adequacy, liquidity,
and systems and controls.
The FCA is responsible for regulating investment products, including
derivatives, and those who deal in investment products. Regulation of spot, commercial forwards, and deposits of platinum
not covered by the FSM Act is provided for by The London Code of Conduct for Non-Investment Products, which was established by
market participants in conjunction with the Bank of England.
The TOCOM has authority to perform financial and operational
surveillance on its members’ trading activities, scrutinize positions held by members and large-scale customers, and monitor
the price movements of futures markets by comparing them with cash and other derivative markets’ prices. To act as a Futures
Commission Merchant Broker on the TOCOM, a broker must obtain a license from Japan’s Ministry of Economy, Trade and Industry,
the regulatory authority that oversees the operations of the TOCOM.
The CFTC regulates trading in commodity contracts, such as futures,
options and swaps. In addition, under the CEA, the CFTC has jurisdiction to prosecute manipulation and fraud in any commodity (including
precious metals) traded in interstate commerce as spot as well as deliverable forwards. The CFTC is the exclusive regulator of
U.S. commodity exchanges and clearing houses.
Secondary Market Trading
While the Trust’s investment objective is for the Shares
to reflect the performance of the price of physical platinum, less the Trust’s expenses, the Shares may trade in the secondary
market on the NYSE Arca at prices that are lower or higher relative to their net asset value (the value of the Trust’s assets
less its liabilities (“NAV”)) per Share. The amount of the discount or premium in the trading price relative to the
NAV per Share may be influenced by non-concurrent trading hours between the NYSE Arca, COMEX and the London and Zurich platinum
markets. While the Shares trade on the NYSE Arca until 4:00 PM New York time, liquidity in the global platinum market is reduced
after the close of the COMEX at 1:30 PM New York time. As a result, during this time, trading spreads, and the resulting premium
or discount, on the Shares may widen.
Valuation of Platinum and Computation of Net Asset Value
On each day that the NYSE Arca is open for regular trading,
as promptly as practicable after 4:00 PM New York time, on such day (“Evaluation Time”), the Trustee evaluates the
platinum held by the Trust and determines both the average net asset value (“ANAV”) and the NAV of the Trust.
At the Evaluation Time, the Trustee values the Trust’s
platinum on the basis of that day’s LME PM Fix or, if no LME PM Fix is made on such day or has not been announced by the
Evaluation Time, the next most recent LME PM Fix determined prior to the Evaluation Time will be used, unless the Sponsor determines
that such price is inappropriate as a basis for evaluation. In the event the Sponsor determines that the applicable LME PM Fix
or such other publicly available price as the Sponsor may deem fairly represents the commercial value of the Trust’s platinum
is not an appropriate basis for evaluation of the Trust’s platinum, it shall identify an alternative basis for such evaluation
to be employed by the Trustee. Neither the Trustee nor the Sponsor shall be liable to any person for the determination that the
LME PM Fix or such other publicly available price is not appropriate as a basis for evaluation of the Trust’s platinum or
for any determination as to the alternative basis for such evaluation provided that such determination is made in good faith. See
“Operation of the Platinum Market—The Platinum Market” for a description of the LME PM Fix.
Once the value of the platinum has been determined, the
Trustee subtracts all estimated accrued fees (other than the fees accruing for such day on which the valuation takes place which
are computed by reference to the value of the Trust or its assets), expenses and other liabilities of the Trust from the total
value of the platinum and any other assets of the Trust. The resulting figure is the ANAV of the Trust. The ANAV of the
Trust is used to compute the Sponsor’s Fee.
All fees accruing for the day on which the valuation takes place
which are computed by reference to the value of the Trust or its assets are calculated using the ANAV calculated for such
day. The Trustee subtracts from the ANAV the amount of accrued fees so computed for such day and the resulting figure is the NAV
of the Trust. The Trustee also determines the NAV per Share by dividing the NAV of the Trust by the number of the Shares outstanding
as of the close of trading on the NYSE Arca (which includes the net number of any Shares created or redeemed on such evaluation
day).
Any estimate of the accrued but unpaid fees, expenses and liabilities of
the Trust for purposes of computing the NAV of the Trust and ANAV made by the Trustee in good faith shall be conclusive upon all
persons interested in the Trust and no revision or correction in any computation made under the Trust Agreement will be required
by reason of any difference in amounts estimated from those actually paid.
The Sponsor and the Shareholders may rely on any evaluation
furnished by the Trustee, and the Sponsor has no responsibility for the evaluation’s accuracy. The determinations the Trustee
makes will be made in good faith upon the basis of, and the Trustee will not be liable for any errors contained in, information
reasonably available to it. The Trustee will not be liable to the Sponsor, DTC, Authorized Participants, the Shareholders or any
other person for errors in judgment. However, the preceding liability exclusion will not protect the Trustee against any liability
resulting from bad faith or gross negligence in the performance of its duties.
Trust Expenses
The Trust’s only ordinary recurring expense is the Sponsor’s
Fee. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume the following administrative and marketing expenses
incurred by the Trust: the Trustee’s monthly fee and out-of-pocket expenses, the Custodian’s fee and reimbursement
of the Custodian’s expenses under the Custody Agreements, Exchange listing fees, SEC registration fees, printing and mailing
costs, audit fees and up to $100,000 per annum in legal expenses.
The Sponsor’s Fee accrues daily at an annualized rate
equal to 0.60% of the ANAV of the Trust and is payable monthly in arrears. The Sponsor, from time to time, may temporarily waive
all or a portion of the Sponsor’s Fee at its discretion for a stated period of time. Presently, the Sponsor does not intend
to waive any of its fee.
Furthermore, the Sponsor may, in its sole discretion, agree
to rebate all or a portion of the Sponsor’s Fee attributable to Shares held by certain institutional investors subject to
minimum shareholding and lock up requirements as determined by the Sponsor to foster stability in the Trust’s asset levels.
Any such rebate will be subject to negotiation and written agreement between the Sponsor and the investor on a case by case basis.
The Sponsor is under no obligation to provide any rebates of the Sponsor’s Fee. Neither the Trust nor the Trustee will be
a party to any Sponsor’s Fee rebate arrangements negotiated by the Sponsor. Any Sponsor’s Fee rebate shall be paid
from the funds of the Sponsor and not from the assets of the Trust.
The Sponsor’s Fee is paid by delivery of platinum to an
account maintained by the Custodian for the Sponsor on an unallocated basis, monthly on the first business day of the month in
respect of fees payable for the prior month. The delivery is of that number of ounces of platinum which equals the daily accrual
of the Sponsor’s Fee for such prior month calculated at the LME PM Fix.
The Trustee will, when directed by the Sponsor, and, in the
absence of such direction, may, in its discretion, sell platinum in such quantity and at such times as may be necessary to permit
payment in cash of Trust expenses not assumed by the Sponsor. The Trustee is authorized to sell platinum at such times and in the
smallest amounts required to permit such payments as they become due, it being the intention to avoid or minimize the Trust’s
holdings of assets other than platinum. Accordingly, the amount of platinum to be sold will vary from time to time depending on
the level of the Trust’s expenses and the market price of platinum. The Custodian is authorized to purchase from the
Trust, at the request of the Trustee, platinum needed to cover Trust expenses not assumed by the Sponsor at the price used by the
Trustee to determine the value of the platinum held by the Trust on the date of the sale.
The Sponsor’s Fee for the year ended December 31, 2023
was $5,772,056 (December 31, 2022: $6,556,049; December 31, 2021: $8,241,060).
Cash held by the Trustee pending payment of the Trust’s
expenses will not bear any interest. Each delivery or sale of platinum by the Trust to pay the Sponsor’s Fee or other
Trust expenses will be a taxable event to Shareholders.
Creation and Redemption of Shares
The Trust creates and redeems Shares from time to time, but
only in one or more Baskets of 50,000 Shares. The creation and redemption of Baskets is only made in exchange for the delivery
to the Trust or the distribution by the Trust of the amount of physical platinum represented by the Baskets being created
or redeemed, the amount of which is based on the combined NAV of the number of Shares included in the Baskets being created or
redeemed determined on the day the order to create or redeem Baskets is properly received.
Authorized Participants are the only persons that may place
orders to create and redeem Baskets. Authorized Participants must be (1) registered broker-dealers or other securities market participants,
such as banks and other financial institutions, which are not required to register as broker-dealers to engage in securities
transactions, and (2) participants in DTC. To become an Authorized Participant, a person must enter into an Authorized Participant
Agreement with the Sponsor and the Trustee. The Authorized Participant Agreement provides the procedures for the creation and redemption
of Baskets and for the delivery of the platinum and any cash required for such creations and redemptions. The Authorized Participant
Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent of any
Shareholder or Authorized Participant. Authorized Participants pay a transaction fee of $500 to the Trustee for each order they
place to create or redeem one or more Baskets. Authorized Participants who make deposits with the Trust in exchange for Baskets
receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust for serving
as an Authorized Participant, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any
sale or resale of Shares.
Authorized Participants are cautioned that some of their activities
will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and
subject them to the prospectus-delivery and liability provisions of the Securities Act, as described in “Plan of Distribution”.
Prior to initiating any creation or redemption order, an Authorized
Participant must have entered into an agreement with the Custodian or a platinum clearing bank to establish an Authorized
Participant Unallocated Account in London or Zurich (Authorized Participant Unallocated Bullion Account Agreement). Platinum
held in Authorized Participant Unallocated Accounts is typically not segregated from the Custodian’s or other platinum
clearing bank’s assets, as a consequence of which an Authorized Participant will have no proprietary interest in any specific plates
or ingots of platinum held by the Custodian or the platinum clearing bank. Credits to its Authorized Participant Unallocated
Account are therefore at risk of the Custodian’s or other platinum clearing bank’s insolvency. No fees will be
charged by the Custodian for the use of the Authorized Participant Unallocated Account as long as the Authorized Participant Unallocated
Account is used solely for platinum transfers to and from the Trust Unallocated Account and the Custodian (or one of its affiliates)
receives compensation for maintaining the Trust Allocated Account. Authorized Participants should be aware that the Custodian’s
liability threshold under the Authorized Participant Unallocated Bullion Account Agreement is generally gross negligence, not negligence,
which is the Custodian’s liability threshold under the Trust’s Custody Agreements.
As the terms of the Authorized Participant Unallocated Bullion
Account Agreement differ in certain respects from the terms of the Trust Unallocated Account Agreement, potential Authorized Participants
should review the terms of the Authorized Participant Unallocated Bullion Account Agreement carefully. A copy of the Authorized
Participant Agreement may be obtained by potential Authorized Participants from the Trustee.
Certain Authorized Participants are expected to have the facility
to participate directly in the physical platinum market and the platinum futures market. In some cases, an Authorized Participant
may from time to time acquire platinum from or sell platinum to its affiliated platinum trading desk, which may
profit in these instances. Each Authorized Participant must be registered as a broker-dealer under the Securities Exchange Act
of 1934 (Exchange Act) and regulated by FINRA or be exempt from being or otherwise not be required to be so regulated or registered,
and be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires.
Certain Authorized Participants are regulated under federal and state banking laws and regulations. Each Authorized Participant
has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of
its own regulatory regime.
Authorized Participants may act for their own accounts or as
agents for broker-dealers, custodians and other securities market participants that wish to create or redeem Baskets. An order
for one or more Baskets may be placed by an Authorized Participant on behalf of multiple clients. As of the date of this report,
Goldman Sachs & Co., HSBC Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch Professional Clearing Corp., Mizuho
Securities USA LLC, Morgan Stanley & Co. Inc., Scotia Capital (USA) Inc., UBS Securities LLC and Virtu Americas, LLC have each
signed an Authorized Participant Agreement with the Trust and, upon the effectiveness of such agreement, may create and redeem
Baskets as described above. Persons interested in purchasing Baskets should contact the Sponsor or the Trustee to obtain the contact
information for the Authorized Participants. Shareholders who are not Authorized Participants will only be able to redeem
their Shares through an Authorized Participant.
All platinum is delivered to the Trust and distributed
by the Trust in unallocated form through credits and debits between Authorized Participant Unallocated Accounts and the Trust Unallocated
Account. Platinum transferred from an Authorized Participant Unallocated Account to the Trust in unallocated form will first
be credited to the Trust Unallocated Account. Thereafter, the Custodian will allocate, or cause the allocation by the Zurich Sub-Custodian
of, specific plates or ingots of platinum, in each case representing the amount of platinum credited to the Trust Unallocated
Account (to the extent such amount is representable by whole platinum plates or ingots) to the Trust Allocated Account. The movement
of platinum is reversed for the distribution of platinum to an Authorized Participant in connection with the redemption
of Baskets.
All physical platinum represented by a credit to any Authorized
Participant Unallocated Account and to the Trust Unallocated Account and all physical platinum held in the Trust Allocated
Account with the Custodian or for the Custodian by the Zurich Sub-Custodian must be of at least a minimum fineness (or purity)
of 999.5 parts per 1,000 (99.95%) and otherwise conform to the rules, regulations practices and customs of the LPPM, including
the specifications for a Good Delivery Platinum Plate or Ingot.
Under the Authorized Participant Agreement, the Sponsor has
agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the Securities Act.
Loco London and Loco Zurich Platinum Delivery Elections.
Authorized Participants can elect to deliver platinum loco London
or loco Zurich in connection with the creation of a Basket. Authorized Participants can also elect to receive delivery of platinum
loco London or loco Zurich in connection with the redemption of a Basket. A Basket creation order that elects a loco London
or loco Zurich delivery of platinum will cause the Custodian to effect an allocation of such platinum to the Trust Allocated Account
maintained by the Custodian in its London vault premises or by the Zurich Sub-Custodian in its Zurich vault premises. Likewise,
a Basket redemption order that elects a loco London or loco Zurich delivery of platinum will cause the Custodian to effect a de-allocation
of platinum necessary to satisfy such redemption requests from the Trust Allocated Account maintained by the Custodian to the Trust
Unallocated Account.
In the event that there is not sufficient platinum in the Trust
Allocated Account in London to satisfy loco London redemptions, the Custodian shall cause the Zurich Sub-Custodian to de-allocate
sufficient platinum held by it for the Trust Allocated Account in Zurich and cause a transfer of platinum from the Trust Unallocated
Account maintained by the Custodian in Zurich to the Authorized Participant Unallocated Account maintained in London. Likewise,
in the event that there is not sufficient platinum in the Trust Allocated Account in Zurich to satisfy loco Zurich redemptions,
the Custodian will initiate the reverse procedure to transfer platinum from London to Zurich. These transfers between London and
Zurich unallocated accounts will generally occur pursuant to loco swap arrangements and will not expose the Authorized Participant
or the Trust to any additional expense. The Custodian has assumed the responsibility and expenses for loco swap transfers and shall
bear any risk of loss related to the platinum being transferred. If no loco swap counterparty is available, the Custodian shall
arrange, at its own expense and risk, for the physical transportation of platinum between the Zurich Sub-Custodian’s Zurich
vault premises and the Custodian’s London vault premises. If such a loco swap or physical transfer is necessary to effect
a loco London or loco Zurich redemption, the settlement of loco London or loco Zurich redemption deliveries may be delayed more
than two, but not more than five, business days. The Custodian, in its sole discretion, has the right to limit the location
where Authorized Participants can elect to receive delivery of platinum to either loco London or loco Zurich.
The following description of the procedures for the creation
and redemption of Baskets is only a summary and an investor should refer to the relevant provisions of the Trust Agreement and
the form of Authorized Participant Agreement for more detail.
Creation Procedures
On any business day, an Authorized Participant may place an
order with the Trustee to create one or more Baskets. Creation and redemption orders are accepted on “business days”
the NYSE Arca is open for regular trading. Settlements of such orders requiring receipt or delivery, or confirmation of receipt
or delivery, of platinum in the United Kingdom, Zurich or another jurisdiction will occur on “business days” when (1)
banks in the United Kingdom, Zurich and such other jurisdiction and (2) the London and Zurich platinum markets are regularly open
for business. If such banks or the London or Zurich platinum markets are not open for regular business for a full day, such a day
will only be a “business day” for settlement purposes if the settlement procedures can be completed by the end of such
day. Redemption settlements including platinum deliveries loco London may be delayed longer than two, but no more than five, business
days following the redemption order date. Settlement of orders requiring receipt or delivery, or confirmation of receipt or delivery,
of Shares will occur, after confirmation of the applicable platinum delivery, on “business days” when the NYSE Arca
is open for regular trading. In the event of a level 3 market-wide circuit breaker resulting in a trading halt for the remainder
of the trading day, the time of the market-wide trading halt is considered the close of regular trading and no creation orders
for the current trade date will be accepted after that time (the “cutoff”). Orders placed after the cutoff will be
deemed to be rejected and will not be processed. Orders should be placed in proper form on the following business day. Purchase
orders must be placed no later than 3:59:59 p.m. on each business day the NYSE Arca is open for regular trading.
By placing a purchase order, an Authorized Participant agrees
to deposit platinum with the Trust. Prior to the delivery of Baskets for a purchase order, the Authorized Participant must also
have wired to the Trustee the non-refundable transaction fee due for the purchase order.
Determination of required deposits
The amount of the required platinum deposit is determined by
dividing the number of ounces of platinum held by the Trust by the number of Baskets outstanding, as adjusted for the amount of
platinum constituting estimated accrued but unpaid fees and expenses of the Trust.
Fractions of a fine ounce of platinum smaller than 0.001 of
a fine ounce which are included in the platinum deposit amount are disregarded in the foregoing calculation. All questions as to
the composition of a Creation Basket Deposit will be finally determined by the Trustee. The Trustee’s determination of the
Creation Basket Deposit shall be final and binding on all persons interested in the Trust.
Delivery of required deposits
An Authorized Participant who places a purchase order is responsible
for crediting its Authorized Participant Unallocated Account with the required platinum deposit amount by the second business day
in London or Zurich, as applicable, following the purchase order date. Upon receipt of the platinum deposit amount, the Custodian,
after receiving appropriate instructions from the Authorized Participant and the Trustee, will transfer on the second business
day following the purchase order date the platinum deposit amount from the Authorized Participant Unallocated Account to the Trust
Unallocated Account and the Trustee will direct DTC to credit the number of Baskets ordered to the Authorized Participant’s
DTC account. The expense and risk of delivery, ownership and safekeeping of platinum until such platinum has been received by the
Trust shall be borne solely by the Authorized Participant. The Trustee may accept delivery of platinum by such other means as the
Sponsor, from time to time, may determine with the Trustee to be acceptable for the Trust, provided that the same is disclosed
in a prospectus relating to the Trust filed with the SEC pursuant to Rule 424 under the Securities Act. If platinum is to be delivered
other than as described above, the Sponsor is authorized to establish such procedures and to appoint such custodians and establish
such custody accounts in addition to those described in this report, as the Sponsor determines to be desirable.
Acting on standing instructions given by the Trustee, the Custodian
will transfer the platinum deposit amount from the Trust Unallocated Account to the Trust Allocated Account by transferring platinum
plates and ingots from its inventory or the inventory of the Zurich Sub-Custodian to the Trust Allocated Account. The Custodian
uses commercially reasonable efforts to complete the transfer of platinum to the Trust Allocated Account prior to the time by which
the Trustee is to credit the Basket to the Authorized Participant’s DTC account; if, however, such transfers have not been
completed by such time, the number of Baskets ordered will be delivered against receipt of the platinum deposit amount in the Trust
Unallocated Account, and all Shareholders will be exposed to the risks of unallocated platinum to the extent of that platinum deposit
amount until the Custodian completes the allocation process or the Zurich Sub-Custodian completes the allocation process for the
Custodian. See “Risk Factors—Platinum held in the Trust’s unallocated platinum account and any Authorized Participant’s
unallocated platinum account is not segregated from the Custodian’s assets.....”
Because platinum is only allocated in multiples of whole plates
or ingots, the amount of platinum allocated from the Trust Unallocated Account to the Trust Allocated Account may be less than
the total fine ounces of platinum credited to the Trust Unallocated Account. Any balance will be held in the Trust Unallocated
Account. The Custodian uses commercially reasonable efforts to minimize the amount of platinum held in the Trust Unallocated Account;
no more than 192 ounces of platinum (maximum weight to make one Good Delivery Platinum Plate or Ingot) is expected to be held in
the Trust Unallocated Account at the close of each business day.
Rejection of purchase orders
The Trustee may reject a purchase order or a Creation Basket
Deposit if such order or Creation Basket Deposit is not presented in proper form as described in the Authorized Participant Agreement
or if the fulfillment of the order, in the opinion of counsel, might be unlawful. None of the Trustee, the Sponsor or the Custodian
will be liable for the rejection of any purchase order or Creation Basket Deposit.
Redemption Procedures
The procedures by which an Authorized Participant can redeem
one or more Baskets mirror the procedures for the creation of Baskets. On any business day, an Authorized Participant may place
an order with the Trustee to redeem one or more Baskets. Redemption orders must be placed no later than 3:59:59 p.m. on each business
day the NYSE Arca is open for regular trading. In the event of a level 3 market-wide circuit breaker resulting in a trading halt
for the remainder of the trading day, the time of the market-wide trading halt is considered the close of regular trading and no
redemption orders for the current trade date will be accepted after that time (the “cutoff”). Orders placed after the
cutoff will be deemed to be rejected and will not be processed. Orders should be placed in proper form on the following business
day. A redemption order so received is effective on the date it is received in satisfactory form by the Trustee. The redemption
procedures allow Authorized Participants to redeem Baskets and do not entitle an individual Shareholder to redeem any Shares in
an amount less than a Basket, or to redeem Baskets other than through an Authorized Participant.
By placing a redemption order, an Authorized Participant agrees
to deliver the Baskets to be redeemed through DTC’s book entry system to the Trust not later than the second business day
following the effective date of the redemption order. Prior to the delivery of the redemption distribution for a redemption order,
the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the redemption order.
Determination of redemption distribution
The redemption distribution from the Trust consists of a credit
to the redeeming Authorized Participant’s Authorized Participant Unallocated Account representing the amount of the platinum
held by the Trust evidenced by the Shares being redeemed. Fractions of a fine ounce of platinum included in the redemption distribution
smaller than 0.001 of a fine ounce are disregarded. Redemption distributions will be subject to the deduction of any applicable
tax or other governmental charges which may be due.
Delivery of redemption distribution
The redemption distribution due from the Trust will be delivered
to the Authorized Participant on the second business day following a loco Zurich redemption order date if, by 10:00 a.m. New York
time on such second business day, the Trustee’s DTC account has been credited with the Baskets to be redeemed. The redemption
distribution due from the Trust will be delivered to the Authorized Participant on or before the fifth business day following a
loco London redemption order date if, by 10:00 a.m. New York time on the second business day after the loco London redemption order
date, the Trustee’s DTC account has been credited with the Baskets to be redeemed. If a loco swap or physical transfer is
necessary to effect a loco London or loco Zurich redemption, the redemption distribution due from the Trust will be delivered to
the Authorized Participant on or before the fifth business day following such a loco London or loco Zurich redemption order date
if, by 10:00 a.m. New York time on the second business day after the loco London or loco Zurich redemption order date, the Trustee’s
DTC account has been credited with the Baskets to be redeemed. In the event that, by 10:00 a.m. New York time on the second business
day following the order date of a redemption order, the Trustee’s DTC account has not been credited with the total number
of Shares corresponding to the total number of Baskets to be redeemed pursuant to such redemption order, the Trustee shall send
to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant
shall have two business days following receipt of such notice to correct such failure. If such failure is not cured within such
two business day period, the Trustee (in consultation with the Sponsor) will cancel such redemption order and will send via fax
or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant
will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled order. The
Trustee is also authorized to deliver the redemption distribution notwithstanding that the Baskets to be redeemed are not credited
to the Trustee’s DTC account by 10:00 a.m. New York time on the second business day following the redemption order date if
the Authorized Participant has collateralized its obligation to deliver the Baskets through DTC’s book entry system on such
terms as the Sponsor and the Trustee may from time to time agree upon.
The Custodian transfers the redemption platinum amount from
the Trust Allocated Account to the Trust Unallocated Account and, thereafter, to the redeeming Authorized Participant’s Authorized
Participant Unallocated Account. The Authorized Participant and the Trust are each at risk in respect of platinum credited to their
respective unallocated accounts in the event of the Custodian’s insolvency. See “Risk Factors—Platinum held in
the Trust’s unallocated platinum account and any Authorized Participant’s unallocated platinum account is not segregated
from the Custodian’s assets.....”
As with the allocation of platinum to the Trust Allocated Account
which occurs upon a purchase order, if in transferring platinum from the Trust Allocated Account to the Trust Unallocated Account
in connection with a redemption order there is an excess amount of platinum transferred to the Trust Unallocated Account, the excess
over the platinum redemption amount will be held in the Trust Unallocated Account. The Custodian uses commercially reasonable efforts
to minimize the amount of platinum held in the Trust Unallocated Account; no more than 192 ounces of platinum (maximum weight to
make one Good Delivery Platinum Plate or Ingot) is expected to be held in the Trust Unallocated Account at the close of each business
day.
Suspension or rejection of redemption orders
The Trustee may, in its discretion, and will, when directed
by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the
NYSE Arca is closed other than customary weekend or holiday closings, or trading on the NYSE Arca is suspended or restricted or
(2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of platinum is not reasonably
practicable. None of the Sponsor, the Trustee or the Custodian are liable to any person or in any way for any loss or damages that
may result from any such suspension or postponement.
The Trustee will reject a redemption order if the order is not
in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in the opinion of its counsel,
might be unlawful.
Creation and Redemption Transaction Fee
To compensate the Trustee for services in processing the creation
and redemption of Baskets, an Authorized Participant is required to pay a transaction fee to the Trustee of $500 per order to create
or redeem Baskets. An order may include multiple Baskets. The transaction fee may be reduced, increased or otherwise changed by
the Trustee with the consent of the Sponsor. From time to time, the Trustee, with the consent of the Sponsor, may waive all or
a portion of the applicable transaction fee. The Trustee shall notify DTC of any agreement to change the transaction fee and will
not implement any increase in the fee for the redemption of Baskets until 30 days after the date of the notice.
The Sponsor
The Trust’s Sponsor is abrdn ETFs Sponsor LLC, a Delaware
limited liability company formed on June 17, 2009.
The Sponsor’s office is located at c/o abrdn ETFs Sponsor
LLC, 1900 Market Street, Suite 200, Philadelphia, PA 19103. Prior to April 27, 2018, the Sponsor was wholly-owned by ETF Securities
Limited, a Jersey, Channel Islands based company. Effective April 27, 2018, ETF Securities Limited sold its membership interest
in the Sponsor to abrdn Inc. (known as Aberdeen Standard Investments Inc. prior to January 1, 2022) a Delaware corporation. As
a result of the sale, abrdn Inc. became the sole member of the Sponsor. abrdn Inc. is a wholly-owned indirect subsidiary of abrdn
plc, which together with its affiliates and subsidiaries, is collectively referred to as “abrdn.” Under the Delaware
Limited Liability Company Act and the governing documents of the Sponsor, the sole member of the Sponsor, abrdn Inc., is not responsible
for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of the Sponsor.
The Sponsor’s Role
The Sponsor arranged for the creation of the Trust, and is responsible
for the ongoing registration of the Shares for their public offering in the United States and the listing of the Shares on the
NYSE Arca. The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee’s
monthly fee and out-of-pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses under
the Custody Agreements, Exchange listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000
per annum in legal expenses. The Sponsor also paid the costs of the Trust’s organization and the initial sale of the Shares,
including the applicable SEC registration fees.
The Sponsor does not exercise day-to-day oversight over the
Trustee or the Custodian. The Sponsor may remove the Trustee and appoint a successor Trustee (i) if the Trustee ceases to meet
certain objective requirements (including the requirement that it have capital, surplus and undivided profits of at least $150
million), (ii) if, having received written notice of a material breach of its obligations under the Trust Agreement, the Trustee
has not cured the breach within 30 days, or (iii) if the Trustee refuses to consent to the implementation of an amendment to the
Trust’s initial Internal Control Over Financial Reporting. The Sponsor also has the right to replace the Trustee during the
90 days following any merger, consolidation or conversion in which the Trustee is not the surviving entity or, in its discretion,
on the fifth anniversary of the creation of the Trust or on any subsequent third anniversary thereafter. The Sponsor also has the
right to approve any new or additional custodian that the Trustee may wish to appoint and any new or additional sub-custodian,
including the Zurich Sub-Custodian, that the Custodian may wish to appoint.
The Sponsor or one of its affiliates or agents (1) develops
a marketing plan for the Trust on an ongoing basis, (2) prepares marketing materials regarding the Shares, including the content
of the Trust’s website and (3) executes the marketing plan for the Trust.
The Trustee
The Bank of New York Mellon, a banking corporation organized
under the laws of the State of New York with trust powers (“BNYM”), serves as the Trustee. BNYM has a trust office
at 240 Greenwich Street, New York, NY 10286. BNYM is subject to supervision by the New York State Financial Services Department
and the Board of Governors of the Federal Reserve System. Information regarding creation and redemption Basket composition, NAV
of the Trust, transaction fees and the names of the parties that have each executed an Authorized Participant Agreement may be
obtained from BNYM. A copy of the Trust Agreement is available for inspection at BNYM’s trust office identified above. Under
the Trust Agreement, the Trustee is required to have capital, surplus and undivided profits of at least $150 million.
The Trustee’s Role
The Trustee is generally responsible for the day-to-day administration
of the Trust, including keeping the Trust’s operational records. The Trustee’s principal responsibilities include (1)
transferring the Trust’s platinum as needed to pay the Sponsor’s Fee in platinum (platinum transfers are expected to
occur approximately monthly in the ordinary course), (2) valuing the Trust’s platinum and calculating the NAV of the Trust
and the NAV per Share, (3) receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating
the processing of such orders with the Custodian and DTC, (4) selling the Trust’s platinum as needed to pay any extraordinary
Trust expenses that are not assumed by the Sponsor, (5) when appropriate, making distributions of cash or other property to Shareholders,
and (6) receiving and reviewing reports from or on the Custodian’s custody of and transactions in the Trust’s platinum.
The Trustee shall, with respect to directing the Custodian, act in accordance with the instructions of the Sponsor. If the Custodian
resigns, the Trustee shall appoint an additional or replacement Custodian selected by the Sponsor.
The Trustee intends to regularly communicate with the Sponsor
to monitor the overall performance of the Trust. The Trustee does not monitor the performance of the Custodian, the Zurich Sub-Custodian,
or any other sub-custodian other than to review the reports provided by the Custodian pursuant to the Custody Agreements. The Trustee,
along with the Sponsor, will liaise with the Trust’s legal, accounting and other professional service providers as needed.
The Trustee will assist and support the Sponsor with the preparation of all periodic reports required to be filed with the SEC
on behalf of the Trust.
The Trustee’s monthly fees and out-of-pocket expenses
are paid by the Sponsor.
Affiliates of the Trustee may from time to time act as Authorized
Participants or purchase or sell platinum or Shares for their own account, as agent for their customers and for accounts over which
they exercise investment discretion. Affiliates of the Trustee are subject to the same transaction fee as other Authorized Participants.
The Custodian
JPMorgan Chase Bank, N.A. (“JPMorgan”) serves as
the Custodian of the Trust’s platinum. JPMorgan is a national banking association organized under the laws of the United
States of America. JPMorgan is subject to supervision by the Federal Reserve Bank of New York and the Federal Deposit Insurance
Corporation. JPMorgan’s London office is regulated by the FCA and is located at 25 Bank Street, Canary Wharf, London, E14
5JP, United Kingdom. JPMorgan is a subsidiary of JPMorgan Chase & Co. While the United Kingdom operations of the Custodian
are regulated by the FCA, the custodial services provided by the Custodian and any sub-custodian, including the Zurich Sub-Custodian
under the Custody Agreements, are presently not a regulated activity subject to the supervision and rules of the FCA. The Zurich
Sub-Custodian selected by the Custodian is UBS AG, which is located at 45 Bahnhofstrasse, 8001 Zurich, Switzerland.
The Custodian’s Role
The Custodian is responsible for the safekeeping of the Trust’s
platinum deposited with it by Authorized Participants in connection with the creation of Baskets. The Custodian is also responsible
for selecting the Zurich Sub-Custodian and its other direct sub-custodians, if any. The Custodian facilitates the transfer of platinum
in and out of the Trust through the unallocated platinum accounts it will maintain for each Authorized Participant and the unallocated
and allocated platinum accounts it maintains for the Trust. The Custodian holds at its London, England vault premises that portion
of the Trust’s allocated platinum to be held in London. The Zurich Sub-Custodian holds at its Zurich, Switzerland vault premises
that portion of the Trust’s allocated platinum to be held in Zurich on behalf of the Custodian. The Custodian is responsible
for allocating specific plates or ingots of physical platinum to the Trust’s allocated platinum account. The Custodian provides
the Trustee with regular reports detailing the platinum transfers in and out of the Trust’s unallocated and allocated platinum
accounts and identifying the platinum plates or ingots held in the Trust’s allocated platinum account.
The Custodian’s fees and expenses under the Custody Agreements
are paid by the Sponsor.
The Custodian and its affiliates may from time to time act as
Authorized Participants or purchase or sell platinum or Shares for their own account, as agent for their customers and for accounts
over which they exercise investment discretion. The Custodian and its affiliates are subject to the same transaction fee as other
Authorized Participants.
Inspection of Platinum
Under the Custody Agreements, the Trustee, the Sponsor and the
Trust’s auditors and inspectors may, only up to twice a year, visit the premises of the Custodian and the Zurich Sub-Custodian
for the purpose of examining the Trust’s platinum and certain related records maintained by the Custodian. Under the Allocated
Account Agreement, the Custodian agreed to procure similar inspection rights from the Zurich Sub-Custodian. Visits by auditors
and inspectors to the Zurich Sub-Custodian’s facilities will be arranged through the Custodian. Other than with respect to the
Zurich Sub-Custodian, the Trustee and the Sponsor have no right to visit the premises of any sub-custodian for the purposes of
examining the Trust’s platinum or any records maintained by the sub-custodian, and no sub-custodian is obligated to cooperate in
any review the Trustee or the Sponsor may wish to conduct of the facilities, procedures, records or creditworthiness of such sub-custodian.
The Sponsor has exercised its right to visit the Custodian and
the Zurich Sub-Custodian, in order to examine the platinum and the records maintained by the Custodian. Inspections were conducted
by Bureau Veritas Commodities UK, Ltd, a leading commodity inspection and testing company retained by the Sponsor, as of July 7,
2023 and December 31, 2023.
There can be no guarantee that the Sponsor or the Trust’s auditors
and inspectors will be able to perform physical inspections of the Trust’s platinum as planned. Local policies, regulations, or
ordinances, as well as polices or restrictions adopted by the Custodian or a sub-custodian, may temporarily prevent, or otherwise
impair the ability of, the Sponsor or the Trust’s auditors and inspectors, from performing a physical inspection of the Trust’s
platinum on a desired date. In those situations, the Sponsor or the Trust’s auditors and inspectors may seek to verify the platinum
held by the Trust by alternate means, including through virtual inspections of the Trust’s platinum and/or a review of pertinent
records.
Description of the Shares
General
The Trustee is authorized under the Trust Agreement to create
and issue an unlimited number of Shares. The Trustee creates Shares only in Baskets (a Basket equals a block of 50,000 Shares)
and only upon the order of an Authorized Participant. The Shares represent units of fractional undivided beneficial interest in
and ownership of the Trust and have no par value. Any creation and issuance of Shares above the amount registered on the Trust’s
then-current and effective registration statement with the SEC will require the registration of such additional Shares.
Description of Limited Rights
The Shares do not represent a traditional investment and Shareholders
should not view them as similar to shares of a corporation operating a business enterprise with management and a board of directors.
Shareholders do not have the statutory rights normally associated with the ownership of shares of a corporation, including, for
example, the right to bring “oppression” or “derivative” actions. All Shares are of the same class with
equal rights and privileges. Each Share is transferable, is fully paid and non-assessable and entitles the holder to vote on the
limited matters upon which Shareholders may vote under the Trust Agreement. The Shares do not entitle their holders to any conversion
or pre-emptive rights, or, except as provided below, any redemption rights or rights to distributions.
Distributions
If the Trust is terminated and liquidated, the Trustee will
distribute to the Shareholders any amounts remaining after the satisfaction of all outstanding liabilities of the Trust and the
establishment of such reserves for applicable taxes, other governmental charges and contingent or future liabilities as the Trustee
shall determine. Shareholders of record on the record date fixed by the Trustee for a distribution will be entitled to receive
their pro rata portion of any distribution.
Voting and Approvals
Under the Trust Agreement, Shareholders have no voting rights,
except in limited circumstances. The Trustee may terminate the Trust upon the agreement of Shareholders owning at least 75% of
the outstanding Shares. In addition, certain amendments to the Trust Agreement require advance notice to the Shareholders before
the effectiveness of such amendments, but no Shareholder vote or approval is required for any amendment to the Trust Agreement.
Redemption of the Shares
The Shares may only be redeemed by or through an Authorized
Participant and only in Baskets.
Book-Entry Form
Individual certificates will not be issued for the Shares. Instead,
one or more global certificates is deposited by the Trustee with DTC and registered in the name of Cede & Co., as nominee for
DTC. The global certificates evidence all of the Shares outstanding at any time. Under the Trust Agreement, Shareholders are limited
to (1) participants in DTC such as banks, brokers, dealers and trust companies (DTC Participants), (2) those who maintain, either
directly or indirectly, a custodial relationship with a DTC Participant (Indirect Participants), and (3) those banks, brokers,
dealers, trust companies and others who hold interests in the Shares through DTC Participants or Indirect Participants. The Shares
are only transferable through the book-entry system of DTC. Shareholders who are not DTC Participants may transfer their Shares
through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity
through which their Shares are held) to transfer the Shares. Transfers will be made in accordance with standard securities industry
practice.
Custody of the Trust’s Platinum
Custody of the physical platinum deposited with and held by
the Trust is provided by the Custodian at its London, England vault and by the Zurich Sub-Custodian selected by the Custodian in
its Zurich, Switzerland vault and by other sub-custodians on a temporary basis. The Custodian is a market maker, clearer and approved
weigher under the rules of the LPPM.
The Custodian is the custodian of the physical platinum credited
to Trust Allocated Account in accordance with the Custody Agreements. The Custodian segregates the physical platinum credited to
the Trust Allocated Account from any other precious metal it holds or holds for others by entering appropriate entries in its books
and records, and requires the Zurich Sub-Custodian to also segregate the physical platinum of the Trust that it holds from the
other platinum held by it for other customers of the Custodian and the Zurich Sub-Custodian’s other customers. The Custodian
requires the Zurich Sub-Custodian to identify in its books and records the Trust as having the rights to the physical platinum
credited to its Trust Allocated Account. Under the Custody Agreements, the Trustee, the Sponsor and the Trust’s auditors
and inspectors may inspect the vaults of the Custodian and the Zurich Sub-Custodian. See “Inspection of Platinum”.
The Custodian, as instructed by the Trustee on behalf of the
Trust, is authorized to accept, on behalf of the Trust, deposits of platinum in unallocated form. Acting on standing instructions
specified in the Custody Agreements, the Custodian allocates, or requires Zurich Sub-Custodian to allocate, platinum deposited
in unallocated form with the Trust by selecting plates or ingots of platinum for deposit to the Trust Allocated Account. All physical
platinum allocated to the Trust must conform to the rules, regulations, practices and customs of the LPPM, and the Custodian must
replace any non-conforming platinum with conforming platinum as soon as practical upon a determination by the Custodian any platinum
is non-conforming.
The process of withdrawing platinum from the Trust for
a redemption of a Basket follows the same general procedure as for depositing platinum with the Trust for a creation of a
Basket, only in reverse. Each transfer of platinum between the Trust Allocated Account and the Trust Unallocated Account connected
with a creation or redemption of a Basket may result in a small amount of platinum being held in the Trust Unallocated Account
after the completion of the transfer. In making deposits and withdrawals between the Trust Allocated Account and the Trust Unallocated
Account, the Custodian will use commercially reasonable efforts to minimize the amount of platinum held in the Trust Unallocated
Account as of the close of each business day. See “Creation and Redemption of Shares.”
United States Federal Income Tax Consequences
The following discussion of the material US federal income tax
consequences generally applies to the purchase, ownership and disposition of Shares by a US Shareholder (as defined below), and
certain US federal income tax consequences that may apply to an investment in Shares by a Non-US Shareholder (as defined below).
The discussion is based on the United States Internal Revenue Code of 1986 as amended (the “Code”). The discussion
below is based on the Code, United States Treasury Regulations (“Treasury Regulations”) promulgated under the Code
and judicial and administrative interpretations of the Code, all as in effect on the date of this annual report and all of which
are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own
particular circumstances. Certain Shareholders (including broker-dealers, traders, banks and other financial institutions, insurance
companies, real estate investment trusts, tax-exempt entities, Shareholders whose functional currency is not the U.S. Dollar or
other investors with special circumstances) may be subject to special rules not discussed below. In addition, the following discussion
applies only to investors who hold Shares as “capital assets” within the meaning of Code section 1221 and not as part
of a straddle, hedging transaction or a conversion or constructive sale transaction. Moreover, the discussion below does not address
the effect of any state, local or foreign tax law or any transfer tax on an owner of Shares. Purchasers of Shares are urged to
consult their own tax advisors with respect to all federal, state, local and foreign tax law or any transfer tax considerations
potentially applicable to their investment in Shares.
For purposes of this discussion, a “US Shareholder”
is a Shareholder that is:
• An individual who is a citizen or resident of the
United States;
• A corporation (or other entity treated as a corporation
for US federal tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;
• An estate, the income of which is includible in
gross income for US federal income tax purposes regardless of its source; or
• A trust, if a court within the United States is
able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control
all substantial decisions of the trust.
Taxation of the Trust
The Trust is classified as a “grantor trust” for
US federal income tax purposes. As a result, the Trust itself is not subject to US federal income tax. Instead, the Trust’s
income and expenses “flow through” to the Shareholders, and the Trustee reports the Trust’s income, gains, losses
and deductions to the Internal Revenue Service (“IRS”) on that basis.
A Shareholder that is not a US Shareholder as defined above
(other than a partnership, or an entity treated as a partnership for US federal tax purposes) generally is considered a “Non-US
Shareholder” for purposes of this discussion. For US federal income tax purposes, the treatment of any beneficial owner of
an interest in a partnership, including any entity treated as a partnership for US federal income tax purposes, generally depends
upon the status of the partner and upon the activities of the partnership. Partnerships and partners in partnerships should consult
their tax advisors about the US federal income tax consequences of purchasing, owning and disposing of Shares.
Taxation of US Shareholders
Shareholders generally are treated, for US federal income tax
purposes, as if they directly owned a pro rata share of the underlying assets held by the Trust. Shareholders are also treated
as if they directly received their respective pro rata share of the Trust’s income, if any, and as if they directly incurred
their respective pro rata share of the Trust’s expenses. In the case of a Shareholder that purchases Shares for cash, its
initial tax basis in its pro rata share of the assets held in the Trust at the time it acquires its Shares is equal to its cost
of acquiring the Shares. In the case of a Shareholder that acquires its Shares as part of a creation of a Basket, the delivery
of platinum to the Trust in exchange for the Shares is not a taxable event to the Shareholder, and the Shareholder’s
tax basis and holding period for the Shares are the same as its tax basis and holding period for the platinum delivered in
exchange therefore (except to the extent of any cash contributed for such Shares). For purposes of this discussion, it is assumed
that all of a Shareholder’s Shares are acquired on the same date and at the same price per Share. Shareholders that hold
multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares, should consult their tax advisors.
When the Trust sells or transfers platinum, for example to pay
expenses, a Shareholder generally will recognize gain or loss in an amount equal to the difference between (1) the Shareholder’s
pro rata share of the amount realized by the Trust upon the sale or transfer and (2) the Shareholder’s tax basis for its
pro rata share of the platinum that was sold or transferred. Such gain or loss will generally be long-term or short-term capital
gain or loss, depending upon whether the Shareholder has a holding period in its Shares of longer than one year. A Shareholder’s
tax basis for its share of any platinum sold by the Trust generally will be determined by multiplying the Shareholder’s total
basis for its Shares immediately prior to the sale, by a fraction the numerator of which is the amount of platinum sold, and the
denominator of which is the total amount of the platinum held by the Trust immediately prior to the sale. After any such sale,
a Shareholder’s tax basis for its pro rata share of the platinum remaining in the Trust will be equal to its tax basis for
its Shares immediately prior to the sale, less the portion of such basis allocable to its share of the platinum that was sold.
Upon a Shareholder’s sale of some or all of its Shares,
the Shareholder will be treated as having sold a pro rata share of the platinum held in the Trust at the time of the sale.
Accordingly, the Shareholder generally will recognize a gain or loss on the sale in an amount equal to the difference between
(1) the amount realized pursuant to the sale of the Shares, and (2) the Shareholder’s tax basis for the Shares sold, as determined
in the manner described in the preceding paragraph.
A redemption of some or all of a Shareholder’s Shares
in exchange for the underlying platinum represented by the Shares redeemed generally will not be a taxable event to the Shareholder.
The Shareholder’s tax basis for the platinum received in the redemption generally will be the same as the Shareholder’s
tax basis for the Shares redeemed. The Shareholder’s holding period with respect to the platinum received should include
the period during which the Shareholder held the Shares redeemed. A subsequent sale of the platinum received by the Shareholder
will be a taxable event.
An Authorized Participant and other investors may be able to
re-invest, on a tax-deferred basis, in-kind redemption proceeds received from exchange-traded products that are substantially similar
to the Trust in the Trust’s Shares. Authorized Participants and other investors should consult their tax advisors as to whether
and under what circumstances the reinvestment in the Shares of proceeds from substantially similar exchange-traded products can
be accomplished on a tax-deferred basis.
Under current law, gains recognized by individuals, estates
or trusts from the sale of “collectibles,” including physical platinum, held for more than one year are taxed at a
maximum federal income tax rate of 28%, rather than the 20% rate applicable to most other long-term capital gains. For these purposes,
gains recognized by an individual upon the sale of Shares held for more than one year, or attributable to the Trust’s sale
of any physical platinum which the Shareholder is treated (through its ownership of Shares) as having held for more than one
year, generally will be taxed at a maximum rate of 28%. The tax rates for capital gains recognized upon the sale of assets held
by an individual US Shareholder for one year or less or by a corporate taxpayer are generally the same as those at which ordinary
income is taxed.
In addition, high-income individuals and certain trusts and
estates are subject to a 3.8% Medicare contribution tax that is imposed on net investment income and gain. Shareholders should
consult their tax advisor regarding this tax.
Brokerage Fees and Trust Expenses
Any brokerage or other transaction fees incurred by a Shareholder
in purchasing Shares is treated as part of the Shareholder’s tax basis in the Shares. Similarly, any brokerage fee incurred
by a Shareholder in selling Shares reduces the amount realized by the Shareholder with respect to the sale.
Shareholders will be required to recognize gain or loss upon
a sale of platinum by the Trust (as discussed above), even though some or all of the proceeds of such sale are used by the
Trustee to pay Trust expenses. Shareholders may deduct their respective pro rata share of each expense incurred by the Trust to
the same extent as if they directly incurred the expense. Shareholders who are individuals, estates or trusts, however, may be
required to treat some or all of the expenses of the Trust, to the extent that such expenses may be deducted, as miscellaneous
itemized deductions. Miscellaneous itemized deductions, including expenses for the production of income, will not be deductible
for either regular federal income tax or alternative minimum tax purposes for taxable years beginning after December 31, 2017 and
before January 1, 2026 and thereafter generally are (i) deductible only to the extent that the aggregate of a Shareholder’s miscellaneous
itemized deductions exceeds 2% of such Shareholder’s adjusted gross income for federal income tax purposes, (ii) not deductible
for the purposes of the alternative minimum tax and (iii) are subject to the overall limitation on itemized deductions under the
Code.
Investment by Regulated Investment Companies
Mutual funds and other investment vehicles which are “regulated
investment companies” within the meaning of Code section 851 should consult with their tax advisors concerning (1) the likelihood
that an investment in Shares, although they are a “security” within the meaning of the Investment Company Act of 1940,
may be considered an investment in the underlying platinum for purposes of Code section 851(b), and (2) the extent to which
an investment in Shares might nevertheless be consistent with preservation of their qualification under Code section 851. In administrative
guidance, the IRS stated that it will no longer issue rulings under Code section 851(b) relating to the determination of whether
or not an instrument or position is a “security”, but, instead, intends to defer to guidance from the SEC for such
determination.
United States Information Reporting and Backup Withholding
Tax for US and Non-US Shareholders
The Trustee or the appropriate broker will file certain information
returns with the IRS, and provides certain tax-related information to Shareholders, in accordance with applicable Treasury Regulations.
Each Shareholder will be provided with information regarding its allocable portion of the Trust’s annual income (if any)
and expenses.
A US Shareholder may be subject to US backup withholding tax
in certain circumstances unless it provides its taxpayer identification number and complies with certain certification procedures.
Non-US Shareholders may have to comply with certification procedures to establish that they are not a US person in order to avoid
the backup withholding tax.
The amount of any backup withholding tax will be allowed as
a credit against a Shareholder’s US federal income tax liability and may entitle such a Shareholder to a refund, provided
that the required information is furnished to the IRS.
Income Taxation of Non-US Shareholders
The Trust does not expect to generate taxable income except
for gains (if any) upon the sale of platinum. A Non-US Shareholder generally is not subject to US federal income tax with respect
to gains recognized upon the sale or other disposition of Shares, or upon the sale of platinum by the Trust, unless (1) the
Non-US Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of the sale
or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected with
the conduct by the Non-US Shareholder of a trade or business in the United States.
Taxation in Jurisdictions other than the United States
Prospective purchasers of Shares that are based in or acting
out of a jurisdiction other than the United States are advised to consult their own tax advisers as to the tax consequences, under
the laws of such jurisdiction (or any other jurisdiction not being the United States to which they are subject), of their purchase,
holding, sale and redemption of or any other dealing in Shares and, in particular, as to whether any value added tax, other consumption
tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing.
ERISA and Related Considerations
The Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), and/or Code section 4975 impose certain requirements on certain employee benefit plans and certain other
plans and arrangements, including individual retirement accounts and annuities, Keogh plans, and certain commingled investment
vehicles or insurance company general or separate accounts in which such plans or arrangements are invested (collectively, “Plans”),
and on persons who are fiduciaries with respect to the investment of “plan assets” of a Plan. Government plans and
some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions of section 4975 of the
Code, but may be subject to substantially similar rules under other federal law, or under state or local law (“Other Law”).
In contemplating an investment of a portion of Plan assets in
Shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and
circumstances of the Plan and the “Risk Factors” discussed above and whether such investment is consistent with its
fiduciary responsibilities under ERISA or Other Law, including, but not limited to: (1) whether the investment is permitted under
the Plan’s governing documents, (2) whether the fiduciary has the authority to make the investment, (3) whether the investment
is consistent with the Plan’s funding objectives, (4) the tax effects of the investment on the Plan, and (5) whether the
investment is prudent considering the factors discussed in this report. In addition, ERISA and Code section 4975 prohibit a broad
range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or “disqualified
persons” under section 4975 of the Code. A violation of these rules may result in the imposition of significant excise taxes
and other liabilities. Plans subject to Other Law may be subject to similar restrictions.
It is anticipated that the Shares will constitute “publicly
offered securities” as defined in the Department of Labor “Plan Asset Regulations,” §2510.3-101 (b)(2) as
modified by section 3(42) of ERISA. Accordingly, pursuant to the Plan Asset Regulations, only Shares purchased by a Plan, and not
an interest in the underlying assets held in the Trust, should be treated as assets of the Plan, for purposes of applying the “fiduciary
responsibility” rules of ERISA and the “prohibited transaction” rules of ERISA and the Code. Fiduciaries of plans
subject to Other Law should consult legal counsel to determine whether there would be a similar result under the Other Law.
Investment by Certain Retirement Plans
Code section 408(m) provides that the acquisition of a “collectible”
by an individual retirement account (“IRA”) or a participant-directed account maintained under any plan that is tax-qualified
under Code section 401(a) (“Tax Qualified Account”) is treated as a taxable distribution from the account to the owner
of the IRA, or to the participant for whom the Tax Qualified Account is maintained, of an amount equal to the cost to the account
of acquiring the collectible. The term “collectible” is defined to include, with certain exceptions, “any metal
or gem”. The IRS has issued several private letter rulings to the effect that a purchase by an IRA, or by a participant-directed
account under a Code section 401(a) plan, of publicly-traded shares in a trust holding precious metals will not be treated as resulting
in a taxable distribution to the IRA owner or Tax Qualified Account participant under Code section 408(m). However the private
letter rulings provide that, if any of the Shares so purchased are distributed from the IRA or Tax Qualified Account to the IRA
owner or Tax Qualified Account participant, or if any precious metal is received by such IRA or Tax Qualified Account upon
the redemption of any of the Shares purchased by it, the Shares or precious metal so distributed will be subject to federal
income tax in the year of distribution, to the extent provided under the applicable provisions of Code sections 408(d), 408(m)
or 402. Accordingly, potential IRA or Tax Qualified Account investors are urged to consult with their own professional advisors
concerning the treatment of an investment in Shares under Code section 408(m).
Item 1A. Risk Factors
Shareholders should consider carefully the risks described below
before making an investment decision. Shareholders should also refer to the other information included in this report, including
the Trust’s financial statements and the related notes.
RISKS RELATED TO PLATINUM
The price of platinum may be affected by the sale of ETVs
tracking platinum markets.
To the extent existing exchange traded vehicles (“ETVs”)
tracking platinum markets represent a significant proportion of demand for physical platinum bullion; large redemptions of the
securities of these ETVs could negatively affect physical platinum bullion prices and the price and NAV of the Shares.
Crises may motivate large-scale sales of platinum which could
decrease the price of platinum and adversely affect an investment in the Shares.
The possibility of large-scale distress sales of platinum in
times of crisis may have a short-term negative impact on the price of platinum and adversely affect an investment in the Shares.
For example, the 2008 financial credit crisis resulted in significantly depressed prices of platinum largely due to forced sales
and deleveraging from institutional investors such as hedge funds and pension funds. Crises in the future may impair platinum’s
price performance which would, in turn, adversely affect an investment in the Shares.
Several factors may have the effect of causing a decline
in the prices of platinum and a corresponding decline in the price of Shares. Among them:
| ● | A significant increase in platinum hedging activity by platinum producers. Should there be an increase in the level of hedge
activity of platinum producing companies, it could cause a decline in world platinum prices, adversely affecting the price of the
Shares. |
| ● | A significant change in the attitude of speculators, investors and central banks towards platinum. Should the speculative community
take a negative view towards platinum or central banking authorities determine to sell national platinum reserves, either event
could cause a decline in world platinum prices, negatively impacting the price of the Shares. |
| ● | A widening of interest rate differentials between the cost of money and the cost of platinum could negatively affect the price
of platinum which, in turn, could negatively affect the price of the Shares. |
| ● | A combination of rising money interest rates and a continuation of the current low cost of borrowing platinum could improve
the economics of selling platinum forward. This could result in an increase in hedging by platinum mining companies and short selling
by speculative interests, which would negatively affect the price of platinum. Under such circumstances, the price of the Shares
would be similarly affected. |
| ● | Autocatalysts, automobile components that use platinum, accounted for approximately 44% of the net global demand in platinum
in 2022. While the automotive sector in China and the US is showing signs of recovery, the European market is currently experiencing
declining demand and, in certain cases, solvency concerns. Reduced automotive industry sales in Europe may result in a decline
in autocatalyst demand. |
| ● | A decline in the global automotive industry may impact the price of platinum and affect the price of the Shares. |
Conversely, several factors may trigger a temporary increase
in the price of platinum prior to your investment in the Shares. For example, sudden increased investor interest in platinum may
cause an increase in world platinum prices, increasing the price of the Shares. If that is the case, you will be buying Shares
at prices affected by the temporarily high prices of platinum, and you may incur losses when the causes for the temporary increase
disappear.
A decline in the automobile industry or a shift from gasoline-powered
to electric vehicles may have the effect of causing a decline in the prices of platinum and a corresponding decline in the price
of Shares.
Autocatalysts, automobile components for emissions control that
use platinum, accounted for approximately 44% of the global demand in platinum in 2022. Reduced automotive industry sales or a
shift from gasoline-powered to electric vehicles may result in a decline in autocatalyst demand. A contraction in the global automotive
industry or more widespread acceptance of electric vehicles may impact the price of platinum and affect the price of the Shares.
The value of the Shares relates directly to the value of
the platinum held by the Trust and fluctuations in the price of platinum could materially adversely affect an investment in the
Shares.
The Shares are designed to mirror as closely as possible the
performance of the price of platinum bullion, and the value of the Shares relates directly to the value of the platinum held by
the Trust, less the Trust’s liabilities (including estimated accrued but unpaid expenses). The price of platinum has fluctuated
widely over the past several years. Several factors may affect the price of platinum, including:
Global platinum supply, which is influenced by such factors
as production and cost levels in major platinum-producing countries such as South Africa. Recycling, autocatalyst demand, industrial
demand, jewelry demand and investment demand are also important drivers of platinum supply and demand;
| ● | Investors’
expectations with respect to the rate of inflation; |
| ● | Currency
exchange rates; |
| ● | Investment
and trading activities of hedge funds and commodity funds; |
| ● | Global
or regional political, economic or financial events and situations; and |
| ● | A
significant change in investor interest, including in response to online campaigns or other activities specifically targeting
investments in platinum. |
In addition, investors should be aware that there is no assurance
that platinum will maintain its long-term value in terms of purchasing power in the future. In the event that the price of platinum
declines, the Sponsor expects the value of an investment in the Shares to decline proportionately.
RISKS RELATED TO THE SHARES
The sale of the Trust’s platinum to pay expenses not
assumed by the Sponsor, or unexpected liabilities affecting the Trust, at a time of low platinum prices could adversely affect
the value of the Shares.
The Trustee sells platinum held by the Trust to pay Trust expenses
not assumed by the Sponsor on an as-needed basis irrespective of then-current platinum prices. The Trust is not actively managed
and no attempt will be made to buy or sell platinum to protect against or to take advantage of fluctuations in the price of platinum.
Consequently, the Trust’s platinum may be sold at a time when the platinum price is low, resulting in the sale of more platinum
than would be required if the Trust sold when prices were higher. The sale of the Trust’s platinum to pay expenses not assumed
by the Sponsor, or unexpected liabilities affecting the Trust, at a time of low platinum prices could adversely affect the value
of the Shares.
The value of the Shares will be adversely affected if the
Trust is required to indemnify the Sponsor or the Trustee under the Trust Agreement.
Under the Trust Agreement, each of the Sponsor and the Trustee
has a right to be indemnified from the Trust for any liability or expense it incurs without gross negligence, bad faith, willful
misconduct, willful malfeasance or reckless disregard on its part. That means the Sponsor or the Trustee may require the assets
of the Trust to be sold in order to cover losses or liability suffered by it. Any sale of that kind would reduce the NAV of the
Trust and the value of the Shares.
The Shares may trade at a price which is at, above or below
the NAV per Share and any discount or premium in the trading price relative to the NAV per Share may widen as a result of non-concurrent
trading hours between the NYSE Arca and London, Zurich and COMEX.
The Shares may trade at, above or below the NAV per Share. The
NAV per Share fluctuates with changes in the market value of the Trust’s assets. The trading price of the Shares fluctuates
in accordance with changes in the NAV per Share as well as market supply and demand. The amount of the discount or premium in the
trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between the NYSE Arca and the major
platinum markets. While the Shares trade on the NYSE Arca until 4:00 p.m. New York time, liquidity in the market for platinum is
reduced after the close of the major world platinum markets, including London, Zurich and the COMEX. As a result, during this time,
trading spreads, and the resulting premium or discount on the Shares, may widen.
A possible “short squeeze” due to a sudden increase
in demand of Shares that largely exceeds supply may lead to price volatility in the Shares.
Investors may purchase Shares to hedge existing platinum exposure
or to speculate on the price of platinum. Speculation on the price of platinum may involve long and short exposures. To the extent
aggregate short exposure exceeds the number of Shares available for purchase (for example, in the event that large redemption requests
by Authorized Participants dramatically affect Share liquidity), investors with short exposure may have to pay a premium to repurchase
Shares for delivery to Share lenders. Those repurchases may in turn, dramatically increase the price of the Shares until additional
Shares are created through the creation process. This is often referred to as a “short squeeze.” A short squeeze could
lead to volatile price movements in Shares that are not directly correlated to the price of platinum.
Purchasing activity in the platinum market associated with
Basket creations or selling activity following Basket redemptions may affect the price of platinum and Share trading prices. These
price changes may adversely affect an investment in the Shares.
Purchasing activity associated with acquiring the platinum required
for deposit into the Trust in connection with the creation of Baskets may temporarily increase the market price of platinum, which
will result in higher prices for the Shares. Temporary increases in the market price of platinum may also occur as a result of
the purchasing activity of other market participants. Other market participants may attempt to benefit from an increase in the
market price of platinum that may result from increased purchasing activity of platinum connected with the issuance of Baskets.
Consequently, the market price of platinum may decline immediately after Baskets are created. If the price of platinum declines,
the trading price of the Shares may also decline.
Selling activity associated with sales of platinum withdrawn
from the Trust in connection with the redemption of Baskets may temporarily decrease the market price of platinum, which will result
in lower prices for the Shares. Temporary decreases in the market price of platinum may also occur as a result of the selling activity
of other market participants. If the price of platinum declines, the trading price of the Shares may also decline.
The Sponsor is unable to ascertain whether the platinum price
movements since the commencement of the Trust’s initial public offering on January 8, 2010 were attributable to the Trust’s
Basket creation and redemption process or independent metal market forces or both. Nevertheless, the Trust and the Sponsor cannot
provide assurance that future Basket creations or redemptions will have no effect on the platinum metal prices and, consequently,
Share trading prices.
Since there is no limit on the amount of platinum that the
Trust may acquire, the Trust, as it grows, may have an impact on the supply and demand of platinum that ultimately may affect the
price of the Shares in a manner unrelated to other factors affecting the global market for platinum.
The Trust Agreement places no limit on the amount of platinum
the Trust may hold. Moreover, the Trust may issue an unlimited number of Shares, subject to registration requirements, and thereby
acquire an unlimited amount of platinum. The global market for platinum is characterized by supply and demand constraints that
are generally not present in the markets for other precious metals such as gold and silver. From 2018 to 2022, world platinum mine
supply averaged 5.8 million ounces, while world demand averaged 7.3 million ounces. If the amount of platinum acquired by the Trust
is large enough in relation to global platinum supply and demand, further in-kind creations and redemptions of Shares could have
an impact on the supply and demand of platinum unrelated to other factors affecting the global market for platinum. Such an impact
could affect the price for platinum that would directly affect the price at which Shares are traded on the Exchange or the price
of future Baskets created or redeemed by the Trust. The Trust and the Sponsor cannot provide Shareholders any assurance that increased
metal holdings by the Trust in the future will have no such long-term metal price impact thereby affecting Share trading prices.
The Shares and their value could decrease if unanticipated
operational or trading problems arise.
There may be unanticipated problems or issues with respect to
the mechanics of the Trust’s operations and the trading of the Shares that could have a material adverse effect on an investment
in the Shares. In addition, although the Trust is not actively “managed” by traditional methods, to the extent that
unanticipated operational or trading problems or issues arise, the Sponsor’s past experience and qualifications may not be
suitable for solving these problems or issues.
Discrepancies, disruptions or unreliability of the LME PM
Fix could impact the value of the Trust’s platinum and the market price of the Shares.
The Trustee values the Trust’s platinum pursuant to the
LME PM Fix. In the event that the LME PM Fix proves to be an inaccurate benchmark, or the LME PM Fix varies materially from the
prices determined by other mechanisms for valuing platinum, the value of the Trust’s platinum and the market price of the
Shares could be adversely impacted. Any future developments in the LME PM Fix, to the extent it has a material impact on the LME
PM Fix, could adversely impact the value of the Trust’s platinum and the market price of the Shares. It is possible that
electronic failures or other unanticipated events may occur that could result in delays in the announcement of, or the inability
of the benchmark to produce, the LME PM Fix on any given date. Furthermore, any actual or perceived disruptions that result in
the perception that the LME PM Fix is vulnerable to actual or attempted manipulation could adversely affect the behavior of market
participants, which may have an effect on the price of platinum. If the LME PM Fix is unreliable for any reason, the price of platinum
and the market price for the Shares may decline or be subject to greater volatility.
If the process of creation and redemption of Baskets encounters
any unanticipated difficulties, the possibility for arbitrage transactions intended to keep the price of the Shares closely linked
to the price of platinum may not exist and, as a result, the price of the Shares may fall.
If the processes of creation and redemption of Shares (which
depend on timely transfers of platinum to and by the Custodian) encounter any unanticipated difficulties, potential market participants
who would otherwise be willing to purchase or redeem Baskets to take advantage of any arbitrage opportunity arising from discrepancies
between the price of the Shares and the price of the underlying platinum may not take the risk that, as a result of those difficulties,
they may not be able to realize the profit they expect. If this is the case, the liquidity of Shares may decline and the price
of the Shares may fluctuate independently of the price of platinum and may fall. Additionally, redemptions could be suspended for
any period during which (1) the NYSE Arca is closed (other than customary weekend or holiday closings) or trading on the NYSE Arca
is suspended or restricted, or (2) an emergency exists as a result of which delivery, disposal or evaluation of the platinum is
not reasonably practicable.
The liquidity of the Shares may be affected by the withdrawal
from participation of one or more Authorized Participants.
In the event that one or more Authorized Participants having
substantial interests in Shares or otherwise responsible for a significant portion of the Shares’ daily trading volume on
the Exchange withdraw from participation, the liquidity of the Shares will likely decrease which could adversely affect the market
price of the Shares and result in Shareholders incurring a loss on their investment.
Shareholders do not have the protections associated with
ownership of shares in an investment company registered under the Investment Company Act of 1940 or the protections afforded by
the CEA.
The Trust is not registered as an investment company under the
Investment Company Act of 1940 and is not required to register under such act. Consequently, Shareholders do not have the regulatory
protections provided to investors in investment companies. The Trust does not and will not hold or trade in commodity futures contracts,
“commodity interests” or any other instruments regulated by the CEA, as administered by the CFTC and the NFA. Furthermore,
the Trust is not a commodity pool for purposes of the CEA and the Shares are not “commodity interests”, and neither
the Sponsor nor the Trustee is subject to regulation by the CFTC as a commodity pool operator or a commodity trading advisor in
connection with the Trust or the Shares. Consequently, Shareholders do not have the regulatory protections provided to investors
in CEA-regulated instruments or commodity pools operated by registered commodity pool operators or advised by registered commodity
trading advisors.
The Trust may be required to terminate and liquidate at a
time that is disadvantageous to Shareholders.
If the Trust is required to terminate and liquidate, such termination
and liquidation could occur at a time which is disadvantageous to Shareholders, such as when platinum prices are lower than the
platinum prices at the time when Shareholders purchased their Shares. In such a case, when the Trust’s platinum is sold as
part of the Trust’s liquidation, the resulting proceeds distributed to Shareholders will be less than if platinum prices
were higher at the time of sale.
The lack of an active trading market for the Shares may result
in losses on investment at the time of disposition of the Shares.
Although Shares are listed for trading on the NYSE Arca, it
cannot be assumed that an active trading market for the Shares will develop or be maintained. If an investor needs to sell Shares
at a time when no active market for Shares exists, such lack of an active market will most likely adversely affect the price the
investor receives for the Shares (assuming the investor is able to sell them).
Shareholders do not have the rights enjoyed by investors
in certain other vehicles.
As interests in an investment trust, the Shares have none of
the statutory rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring
“oppression” or “derivative” actions). In addition, the Shares have limited voting and distribution rights
(for example, Shareholders do not have the right to elect directors or approve amendments to the Trust Agreement and do not receive
dividends).
An investment in the Shares may be adversely affected by
competition from other methods of investing in platinum.
The Trust competes with other financial vehicles, including
traditional debt and equity securities issued by companies in the platinum industry and other securities backed by or linked to
platinum, direct investments in platinum and investment vehicles similar to the Trust. Market and financial conditions, and other
conditions beyond the Sponsor’s control, may make it more attractive to invest in other financial vehicles or to invest in
platinum directly, which could limit the market for the Shares and reduce the liquidity of the Shares.
The amount of platinum represented by each Share will
decrease over the life of the Trust due to the recurring deliveries of platinum necessary to pay the Sponsor’s Fee in-kind
and potential sales of platinum to pay in cash the Trust expenses not assumed by the Sponsor. Without increases in the price
of platinum sufficient to compensate for that decrease, the price of the Shares will also decline proportionately over the
life of the Trust.
The amount of platinum represented by each Share decreases
each day by the Sponsor’s Fee. In addition, although the Sponsor has agreed to assume all organizational and certain administrative
and marketing expenses incurred by the Trust (the Trustee’s monthly fee and out-of-pocket expenses, the Custodian’s fee and reimbursement
of the Custodian’s expenses under the Custody Agreements, Exchange listing fees, SEC registration fees, printing and mailing costs,
audit fees and up to $100,000 per annum in legal expenses), in exceptional cases certain Trust expenses may need to be paid by
the Trust. Because the Trust does not have any income, it must either make payments in-kind by deliveries of platinum (as
is the case with the Sponsor’s Fee) or it must sell platinum to obtain cash (as in the case of any exceptional expenses).
The result of these sales of platinum and recurring deliveries of platinum to pay the Sponsor’s Fee in-kind is
a decrease in the amount of platinum represented by each Share. New deposits of platinum, received in exchange for new Shares
issued by the Trust, will not reverse this trend.
A decrease in the amount of platinum represented by each
Share results in a decrease in each Share’s price even if the price of platinum bullion does not change. To retain
the Share’s original price, the price of platinum must increase. Without that increase, the lesser amount of platinum
represented by the Share will have a correspondingly lower price. If this increase does not occur, or is not sufficient to counter
the lesser amount of platinum represented by each Share, Shareholders will sustain losses on their investment in Shares.
An increase in Trust expenses not assumed by the Sponsor, or
the existence of unexpected liabilities affecting the Trust, will require the Trustee to sell larger amounts of platinum, and will
result in a more rapid decrease of the amount of platinum represented by each Share and a corresponding decrease in its
value.
RISKS RELATED TO THE CUSTODY OF PLATINUM
The Trust’s platinum may be subject to loss, damage,
theft or restriction on access.
There is a risk that part or all of the Trust’s platinum
could be lost, damaged or stolen. Access to the Trust’s platinum could also be restricted by natural events (such as
an earthquake) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations of the Trust
and, consequently, an investment in the Shares.
The Trust’s lack of insurance protection and the Shareholders’
limited rights of legal recourse against the Trust, the Trustee, the Sponsor, the Custodian, the Zurich Sub-Custodian and any other
sub-custodian exposes the Trust and its Shareholders to the risk of loss of the Trust’s platinum for which no person
is liable.
The Trust does not insure its platinum. The Custodian maintains
insurance with regard to its business on such terms and conditions as it considers appropriate in connection with its custodial
obligations and is responsible for all costs, fees and expenses arising from the insurance policy or policies. The Trust is not
a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of coverage. Therefore,
Shareholders cannot be assured that the Custodian maintains adequate insurance or any insurance with respect to the platinum
held by the Custodian on behalf of the Trust. In addition, the Custodian and the Trustee do not require the Zurich Sub-Custodian
or any other direct or indirect sub-custodians to be insured or bonded with respect to their custodial activities or in respect
of the platinum held by them on behalf of the Trust. Further, Shareholders’ recourse against the Trust, the Trustee
and the Sponsor under New York law, the Custodian, the Zurich Sub-Custodian and any other sub-custodian under English law, and
any other sub-custodian under the law governing their custody operations is limited. Consequently, a loss may be suffered with
respect to the Trust’s platinum which is not covered by insurance and for which no person is liable in damages.
The Custodian’s limited liability under the Custody
Agreements and English law may impair the ability of the Trust to recover losses concerning its platinum and any recovery
may be limited, even in the event of fraud, to the market value of the platinum at the time the fraud is discovered.
The liability of the Custodian is limited under the Custody
Agreements. Under the Custody Agreements between the Trustee and the Custodian which establish the Trust’s unallocated platinum
account (“Unallocated Account”) and the Trust’s allocated platinum account (“Allocated Account”),
the Custodian is only liable for losses that are the direct result of its own negligence, fraud or willful default in the performance
of its duties. Any such liability is further limited to the market value of the platinum lost or damaged at the time such
negligence, fraud or willful default is discovered by the Custodian provided the Custodian notifies the Trust and the Trustee promptly
after the discovery of the loss or damage. Under each Authorized Participant Unallocated Bullion Account Agreement (between
the Custodian and an Authorized Participant establishing an Authorized Participant Unallocated Account), the Custodian is not contractually
or otherwise liable for any losses suffered by any Authorized Participant or Shareholder that are not the direct result of its
own gross negligence, fraud or willful default in the performance of its duties under such agreement, and in no event will its
liability exceed the market value of the balance in the Authorized Participant Unallocated Account at the time such gross negligence,
fraud or willful default is discovered by the Custodian. For any Authorized Participant Unallocated Bullion Account Agreement between
an Authorized Participant and another platinum clearing bank, the liability of the platinum clearing bank to the Authorized Participant
may be greater or lesser than the Custodian’s liability to the Authorized Participant described in the preceding sentence,
depending on the terms of the agreement. In addition, the Custodian will not be liable for any delay in performance or any non-performance
of any of its obligations under the Allocated Account Agreement, the Unallocated Account Agreement or the Authorized Participant
Unallocated Bullion Account Agreement by reason of any cause beyond its reasonable control, including acts of God, war or
terrorism. As a result, the recourse of the Trustee or a Shareholder, under English law, is limited. Furthermore, under English
common law, the Custodian, the Zurich Sub-Custodian, or any other sub-custodian will not be liable for any delay in the performance
or any non-performance of its custodial obligations by reason of any cause beyond its reasonable control.
The obligations of the Custodian, the Zurich Sub-Custodian
and any other sub-custodians are governed by English law, which may frustrate the Trust in attempting to seek legal redress against
the Custodian, the Zurich Sub-Custodian or any other sub-custodian concerning its platinum.
The obligations of the Custodian under the Custody Agreements
are, and the Authorized Participant Unallocated Bullion Account Agreements may be, governed by English law. The Custodian
has entered into arrangements with the Zurich Sub-Custodian and may enter into arrangements with any other sub-custodians
for the temporary custody of the Trust’s platinum, which arrangements may also be governed by English law. The Trust
is a New York common law trust. Any United States, New York or other court situated in the United States may have difficulty interpreting
English law (which, insofar as it relates to custody arrangements, is largely derived from court rulings rather than statute), LPPM
rules or the customs and practices in the London custody market. It may be difficult or impossible for the Trust to sue the
Zurich Sub-Custodian or any other sub-custodian in a United States, New York or other court situated in the United States.
In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce in a foreign court a judgment rendered
by a United States, New York or other court situated in the United States.
Although the relationship between the Custodian and the Zurich
Sub-Custodian concerning the Trust’s allocated platinum is expressly governed by English law, a court hearing any legal
dispute concerning their arrangement may disregard that choice of law and apply Swiss law, in which case the ability of the Trust
to seek legal redress against the Zurich Sub-Custodian may be frustrated.
The obligations of the Zurich Sub-Custodian under its arrangement
with the Custodian with respect to the Trust’s allocated platinum is expressly governed by English law. Nevertheless,
a court in the United States, England or Switzerland may determine that English law should not apply and, instead, apply Swiss
law to that arrangement. Not only might it be difficult or impossible for a United States or English court to apply Swiss law to
the Zurich Sub-Custodian’s arrangement, but application of Swiss law may, among other things, alter the relative rights and obligations
of the Custodian and the Zurich Sub-Custodian to the extent that a loss to the Trust’s platinum may not have adequate
or any legal redress. Further, the ability of the Trust to seek legal redress against the Zurich Sub-Custodian may be frustrated
by application of Swiss law.
The Trust may not have adequate sources of recovery if its platinum
is lost, damaged, stolen or destroyed.
If the Trust’s platinum is lost, damaged, stolen
or destroyed under circumstances rendering a party liable to the Trust, the responsible party may not have the financial resources
sufficient to satisfy the Trust’s claim. For example, as to a particular event of loss, the only source of recovery for the
Trust might be limited to the Custodian, the Zurich Sub-Custodian or any other sub-custodian or, to the extent identifiable, other
responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability
insurance coverage) to satisfy a valid claim of the Trust.
Shareholders and Authorized Participants lack the right under
the Custody Agreements to assert claims directly against the Custodian, the Zurich Sub-Custodian, and any other sub-custodian.
Neither the Shareholders nor any Authorized Participant have
a right under the Custody Agreements to assert a claim of the Trust against the Custodian, the Zurich Sub-Custodian, or any other
sub-custodian. Claims under the Custody Agreements may only be asserted by the Trustee on behalf of the Trust.
The Custodian is reliant on the Zurich Sub-Custodian for
the safekeeping of all or a substantial portion of the Trust’s platinum. Furthermore, the Custodian has limited obligations
to oversee or monitor the Zurich Sub-Custodian. As a result, failure by any Zurich Sub-Custodian to exercise due care in the safekeeping
of the Trust’s platinum could result in a loss to the Trust.
Platinum generally trades on a loco London or loco Zurich basis
whereby the physical platinum is held in vaults located in London or Zurich or is transferred into accounts established in London
or Zurich. The Custodian does not have a vault in Zurich and is reliant on the Zurich Sub-Custodian for the safekeeping of all
or a substantial portion of the Trust’s allocated platinum. Other than obligations to (1) use reasonable care in appointing
the Zurich Sub-Custodian, (2) require any Zurich Sub-Custodian to segregate the platinum held by it for the Trust from any other
platinum held by it for the Custodian and any other customers of the Custodian by making appropriate entries in its books and records
and (3) ensure that the Zurich Sub-Custodian provides confirmation to the Trustee that it has undertaken to segregate the platinum
held by it for the Trust, the Custodian is not liable for the acts or omissions of the Zurich Sub-Custodian. Other than as described
above, the Custodian does not undertake to monitor the performance by the Zurich Sub-Custodian of its custody functions. The Trustee’s
obligation to monitor the performance of the Custodian is limited to receiving and reviewing the reports of the Custodian. The
Trustee does not monitor the performance of the Zurich Sub-Custodian or any other sub-custodian. In addition, the ability of the
Trustee and the Sponsor to monitor the performance of the Custodian may be limited because under the Custody Agreements, the Trustee
and the Sponsor have only limited rights to visit the premises of the Custodian or the Zurich Sub-Custodian for the purpose of
examining the Trust’s platinum and certain related records maintained by the Custodian or the Zurich Sub-Custodian.
As a result of the above, any failure by any Zurich Sub-Custodian
to exercise due care in the safekeeping of the Trust’s platinum may not be detectable or controllable by the Custodian, the
Sponsor or the Trustee and could result in a loss to the Trust.
The Custodian relies on its Zurich Sub-Custodian to hold
the platinum allocated to the Trust Allocated Account and used to settle redemptions. As a result, settlement of platinum in connection
with redemptions loco London may require more than two business days.
The Custodian is reliant on its Zurich Sub-Custodian to hold
the platinum allocated to the Trust Allocated Account in order to effect redemption of Shares. As a result, in the case for redemption
orders electing platinum deliveries to be received loco London, it may take longer than two business days for platinum to be credited
to the Authorized Participant Unallocated Account, which may result in a delay of settlement of the redemption order that is settled
loco London.
Because the Trustee does not, and the Custodian has limited
obligations to, oversee or monitor the activities of sub-custodians who may hold the Trust’s platinum, failure by the sub-custodians
to exercise due care in the safekeeping of the Trust’s platinum could result in a loss to the Trust.
Under the Allocated Account Agreement, the Custodian
may appoint from time to time one or more sub-custodians to hold the Trust’s platinum on a temporary basis pending delivery
to the Custodian. The Custodian has selected UBS AG as the sub-custodian for platinum but may also use LPPM market-making members
that provide bullion vaulting and clearing services to third parties. The Custodian selects the Zurich Sub-Custodian, and the Zurich
Sub-Custodian maintains custody of all of the Trust’s allocated platinum to be held in Zurich for the Custodian. The Custodian
is required under the Allocated Account Agreement to use reasonable care in appointing the Zurich Sub-Custodian and any other sub-custodians,
making the Custodian liable only for negligence or bad faith in the selection of such sub-custodians, and has an obligation to
use commercially reasonable efforts to obtain delivery of the Trust’s platinum from any sub-custodians appointed by the Custodian.
Otherwise, the Custodian is not liable for the acts or omissions of its sub- custodians. These sub-custodians may in turn appoint
further sub-custodians, but the Custodian is not responsible for the appointment of these further sub-custodians. The Custodian
does not undertake to monitor the performance by sub-custodians of their custody functions or their selection of further sub-custodians.
The Trustee does not monitor the performance of the Custodian other than to review the reports provided by the Custodian pursuant
to the Custody Agreements and does not undertake to monitor the performance of any sub- custodian. Furthermore, except for the
Zurich Sub-Custodian, the Trustee may have no right to visit the premises of any sub-custodian for the purposes of examining the
Trust’s platinum or any records maintained by the sub-custodian, and no sub-custodian will be obligated to cooperate in any
review the Trustee may wish to conduct of the facilities, procedures, records or creditworthiness of such sub-custodian. In addition,
the ability of the Trustee to monitor the performance of the Custodian may be limited because under the Allocated Account Agreement
and the Unallocated Account Agreement the Trustee has only limited rights to visit the premises of the Custodian and the Zurich
Sub-Custodian for the purpose of examining the Trust’s platinum and certain related records maintained by the Custodian and
the Zurich Sub-Custodian.
The obligations of any sub-custodian of the Trust’s
platinum are not determined by contractual arrangements but by LPPM rules and London platinum market customs and practices, which
may prevent the Trust’s recovery of damages for losses on its platinum custodied with sub-custodians.
Except for the Custodian’s arrangement with the Zurich
Sub-Custodian, there are expected to be no written contractual arrangements between sub-custodians that hold the Trust’s
platinum and the Trustee or the Custodian because traditionally such arrangements are based on the LPPM’s rules and on the
customs and practices of the London Platinum market. In the event of a legal dispute with respect to or arising from such arrangements,
it may be difficult to define such customs and practices. The LPPM’s rules may be subject to change outside the control of
the Trust. Under English law, neither the Trustee nor the Custodian would have a supportable breach of contract claim against a
sub-custodian for losses relating to the safekeeping of platinum. If the Trust’s platinum is lost or damaged while in the
custody of a sub-custodian, the Trust may not be able to recover damages from the Custodian or the sub-custodian. Whether a sub-custodian
will be liable for the failure of sub-custodians appointed by it to exercise due care in the safekeeping of the Trust’s platinum
will depend on the facts and circumstances of the particular situation. Shareholders cannot be assured that the Trustee will be
able to recover damages from sub-custodians whether appointed by the Custodian or by another sub-custodian for any losses relating
to the safekeeping of platinum by such sub-custodians.
Platinum bullion allocated to the Trust in connection with
the creation of a Basket may not meet the London/Zurich Good Delivery Standards and, if a Basket is issued against such platinum,
the Trust may suffer a loss.
Neither the Trustee nor the Custodian independently confirms
the fineness of the physical platinum allocated to the Trust in connection with the creation of a Basket. The platinum bullion
allocated to the Trust by the Custodian may be different from the reported fineness or weight required by the LPPM’s standards
for platinum plates or ingots delivered in settlement of a platinum trade (London/Zurich Good Delivery Standards), the standards
required by the Trust. If the Trustee nevertheless issues a Basket against such platinum, and if the Custodian fails to satisfy
its obligation to credit the Trust the amount of any deficiency, the Trust may suffer a loss.
Platinum held in the Trust’s unallocated platinum account
and any Authorized Participant’s unallocated platinum account is not segregated from the Custodian’s assets. If the
Custodian becomes insolvent, its assets may not be adequate to satisfy a claim by the Trust or any Authorized Participant. In addition,
in the event of the Custodian’s insolvency, there may be a delay and costs incurred in identifying the bullion held in the
Trust’s allocated platinum account.
Platinum which is part of a deposit for a purchase order or
part of a redemption distribution is held for a time in the Trust Unallocated Account and, previously or subsequently in, the Authorized
Participant Unallocated Account of the purchasing or redeeming Authorized Participant. During those times, the Trust and the Authorized
Participant, as the case may be, have no proprietary rights to any specific plates or ingots of platinum held by the Custodian
and are each an unsecured creditor of the Custodian with respect to the amount of platinum held in such unallocated accounts. In
addition, if the Custodian fails to allocate the Trust’s platinum in a timely manner, in the proper amounts or otherwise
in accordance with the terms of the Unallocated Account Agreement, or if a sub-custodian fails to so segregate platinum held by
it on behalf of the Trust, unallocated platinum will not be segregated from the Custodian’s assets, and the Trust will be
an unsecured creditor of the Custodian with respect to the amount so held in the event of the insolvency of the Custodian. In the
event the Custodian becomes insolvent, the Custodian’s assets might not be adequate to satisfy a claim by the Trust or the
Authorized Participant for the amount of platinum held in their respective unallocated platinum accounts.
In the case of the insolvency of the Custodian, a liquidator
may seek to freeze access to the platinum held in all of the accounts held by the Custodian, including the Trust Allocated
Account. Although the Trust would be able to claim ownership of properly allocated platinum, the Trust could incur expenses in
connection with asserting such claims, and the assertion of such a claim by the liquidator could delay creations and redemptions
of Baskets.
In issuing Baskets, the Trustee relies on certain information
received from the Custodian which is subject to confirmation after the Trustee has relied on the information. If such information
turns out to be incorrect, Baskets may be issued in exchange for an amount of platinum which is more or less than the amount
of platinum which is required to be deposited with the Trust.
The Custodian’s definitive records are prepared after
the close of its business day. However, when issuing Baskets, the Trustee relies on information reporting the amount of platinum
credited to the Trust’s accounts which it receives from the Custodian during the business day and which is subject to correction
during the preparation of the Custodian’s definitive records after the close of business. If the information relied upon
by the Trustee is incorrect, the amount of platinum actually received by the Trust may be more or less than the amount required
to be deposited for the issuance of Baskets.
GENERAL RISKS
The Trust relies on the information and technology systems
of the Trustee, the Custodian, the Marketing Agent and, the Sponsor which could be adversely affected by information systems interruptions,
cybersecurity attacks or other disruptions which could have a material adverse effect on the Trust’s record keeping and operations.
The Custodian, the Trustee, the Marketing Agent, and the
Sponsor depend upon information technology infrastructure, including network, hardware and software systems to conduct their
business as it relates to the Trust. A cybersecurity incident, or a failure to protect their computer systems, networks and information
against cybersecurity threats, could result in a loss of information and adversely impact their ability to conduct their business,
including their business on behalf of the Trust. Despite implementation of network and other cybersecurity measures, their security
measures may not be adequate to protect against all cybersecurity threats.
War, a major terrorist attack and other geopolitical events,
including but not limited to the war between Russia and Ukraine, outbreaks or public health emergencies (as declared by the World
Health Organization), the continuation or expansion of war or other hostilities, or a prolonged government shutdown may cause volatility
in the price of Bullion due to the importance of a country or region to the Bullion markets, market access restrictions imposed
on some local Bullion producers and refiners, potential impacts to global transportation and shipping and other supply chain disruptions.
These events are unpredictable and may lead to extended periods of price volatility.
The operations of the Trust, the exchanges, brokers and counterparties
with which the Trust does business, and the markets in which the Trust does business, could be severely disrupted in the event
of war, a major terrorist attack and other geopolitical events, including but not limited to, the war between Russia and Ukraine,
outbreaks or public health emergencies (as declared by the World Health Organization), the continuation or expansion of war or
other hostilities, or a prolonged government shutdown. Such events may cause volatility in the price of Bullion due to the importance
of a country or region to the Bullion markets, market access restrictions imposed on some local Bullion producers and refiners,
or potential impacts to global transportation, shipping, and other supply chain disruptions.
In late February 2022, Russia invaded Ukraine, significantly
amplifying already existing geopolitical tensions among Russia and other countries in the region and in the West. The responses
of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s military response
and the potential for wider conflict may increase financial market volatility generally, have severe adverse effects on regional
and global economic markets, and cause volatility in the price of platinum and the share price of the Trust. The conflict in Ukraine,
along with global political fallout and implications including sanctions, shipping disruptions, collateral war damage, and a potential
expansion of the conflict beyond Ukraine’s borders, could disturb the Bullion markets. Russia is one of the world’s
largest producers of gold, palladium, platinum and silver. On April 8, 2022, the LBMA suspended its accreditation of six Russian
refiners of gold and silver, and, on April 8, 2022, the LPPM suspended its accreditation of two Russian refiners of platinum and
palladium. The LPPM stated that existing bars produced by the refiners before their suspension will still be accepted as good delivery.
War and other geopolitical events in eastern Europe, including
but not limited to Russia and Ukraine, may cause volatility in commodity prices including precious metals prices. These events
are unpredictable and may lead to extended periods of price volatility.
The Trust may be negatively impacted
by the effects of the spread of illnesses or other public health emergencies on the global economy and the markets and service
providers relevant to the performance of the Trust.
The COVID-19 pandemic has
adversely affected the economies of many nations and the entire global economy as well as individual issuers, assets and capital
markets and could continue to, and other future public health emergencies could, have serious negative effects on social, economic
and financial systems, including significant uncertainty and volatility in the financial markets. For instance, the suspension
of operations of mines, refineries and vaults that extract, produce or store platinum, restrictions on travel that delay or prevent
the transportation of platinum, and an increase in demand for platinum may disrupt supply chains for platinum, which could cause
secondary market spreads to widen and compromise the Trust's ability to settle transactions on time. Any inability of the Trust to issue
or redeem Shares or the Custodian or any sub-custodian to receive or deliver platinum as a result of an infectious disease outbreak or public health emergency will negatively
affect the Trust’s operations. Future infectious illness outbreaks or other public health emergencies could have similar or other
unforeseen impacts and may exacerbate pre-existing political, social and economic risks in certain countries or globally, which
could adversely affect the value of the Shares.
A significant resurgence of the COVID-19 pandemic or other
future public health emergencies increase the Trust's costs and affect liquidity in the market for platinum,
as well as the correlation between the price of the Shares and the net asset value of the Trust, any of which could adversely affect
the value of your Shares. In addition, the COVID-19 pandemic or other future public health emergencies could impair the information
technology and other operational systems upon which the Trust’s service providers, including the Sponsor, the Trustee and the Custodian,
rely, and could otherwise disrupt the ability of employees of the Trust’s service providers to perform essential tasks on behalf
of the Trust. Governmental and quasi-governmental authorities and regulators throughout the world have at times responded to major
economic disruptions with a variety of fiscal and monetary policy changes, including, but not limited to, direct capital infusions
into companies and other issuers, new monetary tools and lower interest rates. An unexpected or sudden reversal of these policies,
or the ineffectiveness of these policies, is likely to increase volatility in the market for platinum, which could adversely affect
the price of the Shares.
Further, the COVID-19 pandemic or other
future public health emergencies could interfere with or prevent the operation of the electronic pricing system administered by
the LME to determine the LME PM Fix, which the Trustee uses to value the platinum held by the Trust and calculate the net asset
value of the Trust. The COVID-19 pandemic or other future public health emergencies could also cause the closure of futures exchanges,
which could eliminate the ability of Authorized Participants to hedge purchases of Baskets, increasing trading costs of Shares
and resulting in a sustained premium or discount in the Shares. Each of these outcomes would negatively impact the Trust.
Potential conflicts of interest may arise among the Sponsor
or its affiliates and the Trust.
Conflicts of interest may arise among the Sponsor and its affiliates,
on the one hand, and the Trust and its Shareholders, on the other hand. As a result of these conflicts, the Sponsor may favor its
own interests and the interests of its affiliates over the Trust and its Shareholders. As an example, the Sponsor, its affiliates
and their officers and employees are not prohibited from engaging in other businesses or activities, including those that might
be in direct competition with the Trust.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity
The Trust, through its service providers,
has processes in place to assess, identify and manage material risks from cybersecurity threats. The Trust’s business is
dependent on the communications and information systems of the Trustee, the Sponsor, the Custodian and other third-party service
providers. The Trustee is responsible for day-to-day administration of the Trust and has implemented a cybersecurity program that
applies to the Trustee and its business, including the administration of the Trust.
Cybersecurity Program Overview
The Trustee
has instituted a cybersecurity program designed to identify, assess and mitigate cyber risks applicable to the administration by the Trustee of the Trust. The cyber
risk management program involves risk assessments, implementation of security measures and ongoing monitoring of systems and networks,
including networks on which the Trust relies. The Trustee actively monitors the current threat landscape to seek to identify material
risks arising from new and evolving cybersecurity threats, including material risks faced by the Trust.
The Trust
relies on the Trustee, the Sponsor and the Custodian to engage external experts, including cybersecurity assessors, risk
management and information technology professionals, attorneys, consultants and auditors to evaluate cybersecurity measures
and risk management processes, including those applicable to the Trust.
Board Oversight of Cybersecurity Risks
The Trust has no board of trustees and
is administered by the Trustee pursuant to the Trust Agreement. Accordingly, the Trust relies on the Trustee, the Sponsor and the
Custodian for oversight of cybersecurity risks applicable to the Trust.
Management’s Role in Cybersecurity Risk
Management
The Trust
has no officers or employees and is administered by the Trustee pursuant to the Trust Agreement. Accordingly, the Trust relies
on the Trustee, the Sponsor and the Custodian for management of cybersecurity risks applicable to the Trust.
Assessment
of Cybersecurity Risk
The
potential impact of risks from cybersecurity threats to the Trust are assessed by the Trustee, the Sponsor, the Custodian and
third-party service providers on an ongoing basis, and how such risks could materially affect the Trust’s objective, operational
results and financial condition are regularly evaluated. During the reporting period, the Trustee has not identified any risks
from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Trustee believes have materially
affected, or are reasonably likely to materially affect, the Trust, including its objective, operational results and financial
condition.
Item
2. Properties
Not
applicable.
Item
3. Legal Proceedings
None
Item
4. Mine Safety Disclosures
Not
applicable.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The
Trust’s Shares have been listed on the NYSE Arca under the symbol PPLT since its initial public offering on January 8, 2010.
The following tables set out the range of high and low closing prices for the Shares as reported for NYSE Arca transactions for
each of the quarters during the years ended December 31, 2023 and 2022:
Fiscal
Year Ended December 31, 2023: Quarter Ended |
|
|
|
|
|
|
|
|
|
|
|
High |
|
Low |
March
31, 2023 |
|
$101.09 |
|
$84.34 |
June
30, 2023 |
|
$103.91 |
|
$82.94 |
September
30, 2023 |
|
$90.85 |
|
$81.81 |
December
31, 2023 |
|
$92.48 |
|
$78.01 |
Fiscal
Year Ended December 31, 2022: Quarter Ended |
|
|
|
|
|
|
|
|
|
|
|
High |
|
Low |
March
31, 2022 |
|
$107.64 |
|
$87.98 |
June
30, 2022 |
|
$95.41 |
|
$83.10 |
September
30, 2022 |
|
$89.29 |
|
$76.76 |
December
31, 2022 |
|
$99.28 |
|
$81.95 |
The
number of outstanding Shares of the Trust as of February 26, 2024 was 11,100,000.
Monthly
Share Price
The
following table sets forth, for each of the most recent six months, the high and low closing prices of the Shares, as reported
for NYSE Arca transactions.
Month |
|
High |
|
Low |
August
2023 |
|
$90.38 |
|
$81.81 |
September
2023 |
|
$88.68 |
|
$82.11 |
October
2023 |
|
$86.11 |
|
$79.63 |
November
2023 |
|
$86.90 |
|
$78.01 |
December
2023 |
|
$92.48 |
|
$82.12 |
January
2024 |
|
$90.42 |
|
$81.67 |
Issuer
Purchase of Equity Securities
The
Trust issues and redeems Shares only with Authorized Participants in exchange for platinum, only in aggregations of 50,000 Shares
or integral multiples thereof. A list of current Authorized Participants is available from the Sponsor or the Trustee and is included
in Item 7 of this report. Although the Trust does not purchase Shares directly from its Shareholders in connection with the redemption
of Baskets, the Trust redeemed as follows during the years ended December 31, 2023 and 2022:
Month | |
Total number of
Shares redeemed | | |
Average ounces
of platinum per
Share | |
January 2023 | |
| 400,000 | | |
| 0.092 | |
February 2023 | |
| 350,000 | | |
| 0.092 | |
March 2023 | |
| 350,000 | | |
| 0.092 | |
April 2023 | |
| 250,000 | | |
| 0.092 | |
May 2023 | |
| 50,000 | | |
| 0.092 | |
June 2023 | |
| 150,000 | | |
| 0.092 | |
July 2023 | |
| 150,000 | | |
| 0.092 | |
August 2023 | |
| 250,000 | | |
| 0.092 | |
September 2023 | |
| 50,000 | | |
| 0.092 | |
October 2023 | |
| 150,000 | | |
| 0.092 | |
November 2023 | |
| — | | |
| — | |
December 2023 | |
| — | | |
| — | |
Total | |
| 2,150,000 | | |
| 0.092 | |
Month | |
Total number of
Shares redeemed | | |
Average ounces
of platinum per
Share | |
January 2022 | |
| 200,000 | | |
| 0.093 | |
February 2022 | |
| 150,000 | | |
| 0.093 | |
March 2022 | |
| 150,000 | | |
| 0.093 | |
April 2022 | |
| 200,000 | | |
| 0.093 | |
May 2022 | |
| 450,000 | | |
| 0.093 | |
June 2022 | |
| 100,000 | | |
| 0.093 | |
July 2022 | |
| 500,000 | | |
| 0.093 | |
August 2022 | |
| 200,000 | | |
| 0.093 | |
September 2022 | |
| 550,000 | | |
| 0.093 | |
October 2022 | |
| 100,000 | | |
| 0.093 | |
November 2022 | |
| 400,000 | | |
| 0.093 | |
December 2022 | |
| — | | |
| — | |
Total | |
| 3,000,000 | | |
| 0.093 | |
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This
information should be read in conjunction with the financial statements and notes to the financial statements included with this
report. The discussion and analysis that follows may contain statements that relate to future events or future performance. In
some cases, such forward-looking statements can be identified by terminology such as “may,” “should,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential” or the negative of these terms or other comparable terminology. We remind readers that forward-looking
statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown
risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially
different from any future results, performance, levels of activity, or our achievements expressed or implied by such forward-looking
statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date hereof. The Trust undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Introduction
The
abrdn Platinum ETF Trust (the “Trust”) is a trust formed under the laws of the State of New York. The Trust does not
have any officers, directors, or employees, and is administered by The Bank of New York Mellon (the “Trustee”) acting
as trustee pursuant to the Depositary Trust Agreement (the “Trust Agreement”) between the Trustee and abrdn EFTs Sponsor
LLC, the sponsor of the Trust (the “Sponsor”). The Trust issues shares (“Shares”) representing fractional
undivided beneficial interests in its net assets. The assets of the Trust consist of platinum bullion held by a custodian as an
agent of the Trust and responsible only to the Trustee.
The
Trust is a passive investment vehicle and the objective of the Trust is for the value of each Share to approximately reflect,
at any given time, the price of the platinum bullion owned by the Trust, less the Trust’s liabilities (anticipated to be
principally for accrued operating expenses), divided by the number of outstanding Shares. The Trust does not engage in any activities
designed to obtain a profit from, or ameliorate losses caused by, changes in the price of platinum.
The
Trust issues and redeems Shares only in exchange for platinum, only in aggregations of 50,000 Shares or integral multiples thereof
(each, a “Basket”), and only in transactions with registered broker-dealers (or other securities market participants
not required to register as broker-dealers such as banks or other financial institutions) who (1) are participants in the DTC
and (2) have previously entered into an agreement with the Trust governing the terms and conditions of such issuance (such dealers,
the “Authorized Participants”).
As
of the date of this annual report the Authorized Participants that have signed an Authorized Participant Agreement with the Trust
are Goldman Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Merrill Lynch Professional Clearing Corp.,
Mizuho Securities USA LLC, Morgan Stanley & Co. Inc., Scotia Capital (USA) Inc., UBS Securities LLC and Virtu Americas, LLC.
Shares
of the Trust trade on the NYSE Arca under the symbol “PPLT.”
Investing
in the Shares does not insulate the investor from certain risks, including price volatility. The following table illustrates the
movement in the NAV of the Shares against the corresponding platinum price (per 1/10 of an oz. of platinum) since inception:
NAV
per Share vs. 1/10th Platinum Price from December 30, 2009 (the Date of Inception) to December 31, 2023
The
divergence of the NAV per Share from the platinum price over time reflects the cumulative effect of the Trust expenses that arise
if an investment had been held since inception.
Critical
Accounting Policy
The
financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United
States of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s
financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting
policies. Below we describe the valuation of platinum bullion, a critical accounting policy that we believe is important to understanding
the results of operations and financial position. In addition, please refer to Note 2 to the Financial Statements for further
discussion of the Trust’s accounting policies.
Valuation
of Platinum
Platinum
is held by JPMorgan Chase Bank, N.A. (the “Custodian”) on behalf of the Trust, at its London, England vaulting premises.
Platinum may also be held by UBS AG, or any other firm selected by the Custodian to hold the Trust’s platinum in the Trust’s
allocated account in the firm’s Zurich vault premises and whose appointment has been approved by the Sponsor, at its Zurich,
Switzerland vaulting premises. Platinum is recorded at fair value. The cost of platinum is determined according to the average
cost method and the fair value is based on the LME PM Fix. Realized gains and losses on transfers of platinum, or platinum distributed
for the redemption of Shares, are calculated on a trade date as the difference between the fair value and cost of platinum transferred.
| |
December 31, 2023 | | |
December 31, 2022 | | |
December 31, 2021 | |
(Amounts in 000’s of US$) | |
| | | |
| | | |
| | |
Investment in platinum - cost | |
$ | 964,036 | | |
$ | 1,028,086 | | |
$ | 1,145,807 | |
Unrealized gain/(loss) on investment in platinum | |
| 33,919 | | |
| 69,021 | | |
| (7,543 | ) |
Investment in platinum- fair value | |
$ | 997,955 | | |
$ | 1,097,107 | | |
$ | 1,138,264 | |
Under
the Custody Agreements, the Trustee, the Sponsor and the Trust’s auditors and inspectors may, only up to twice a year, visit
the premises of the Custodian and the Zurich Sub-Custodian for the purpose of examining the Trust’s platinum and certain
related records maintained by the Custodian. Under the Allocated Account Agreement, the Custodian agreed to procure similar inspection
rights from the Zurich Sub-Custodian. Any such inspection rights with respect to the Zurich Sub-Custodian are expected to be granted
in accordance with the normal course of dealing between the Custodian and the Zurich Sub-Custodian. Visits by auditors and inspectors
to the Zurich Sub-Custodian’s facilities will be arranged through the Custodian. Other than with respect to the Zurich Sub-Custodian,
the Trustee and the Sponsor have no right to visit the premises of any sub-custodian for the purposes of examining the Trust’s
platinum or any records maintained by the sub-custodian, and no sub-custodian is obligated to cooperate in any review the Trustee
or the Sponsor may wish to conduct of the facilities, procedures, records or creditworthiness of such sub-custodian.
The
Sponsor has exercised its right to visit the Custodian and the Zurich Sub-Custodian, in order to examine the platinum and the
records maintained by them. Inspections were conducted by Bureau Veritas Commodities UK Ltd, a leading commodity inspection and
testing company retained by the Sponsor, as of July 7, 2023 and December 31, 2023.
There
can be no guarantee that the Sponsor or the Trust’s auditors and inspectors will be able to perform physical inspections
of the Trust’s platinum as planned. Local policies, regulations, or ordinances, as well as polices or restrictions adopted
by the Custodian or a sub-custodian, may temporarily prevent, or otherwise impair the ability of, the Sponsor or the Trust’s
auditors and inspectors, from performing a physical inspection of the Trust’s platinum on a desired date. In those situations,
the Sponsor or the Trust’s auditors and inspectors may seek to verify the platinum held by the Trust by alternate means,
including through virtual inspections of the Trust’s platinum and/or a review of pertinent records.
Liquidity
The
Trust is not aware of any trends, demands, conditions, events or uncertainties that are reasonably likely to result in material
changes to its liquidity needs. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume most of the expenses
incurred by the Trust. As a result, the only expense of the Trust during the period covered by this report was the Sponsor’s
Fee. The Trust’s only source of liquidity is its transfers and sales of platinum.
The
Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s platinum as necessary to pay the
Trust’s expenses not otherwise assumed by the Sponsor. The Trustee will not sell platinum to pay the Sponsor’s Fee
but will pay the Sponsor’s Fee through in-kind transfers of platinum to the Sponsor. At December 31, 2023 and 2022, the
Trust did not have any cash balances.
Review
of Financial Results
Financial
Highlights
| |
Year Ended December 31, 2023 | | |
Year Ended December 31, 2022 | | |
Year Ended December 31, 2021 | |
(Amounts in 000’s of US$) | |
| | | |
| | | |
| | |
Total gain/(loss) on platinum | |
$ | (27,032 | ) | |
$ | 70,019 | | |
$ | (136,599 | ) |
Net change in assets from operations | |
$ | (32,804 | ) | |
$ | 63,463 | | |
$ | (144,840 | ) |
Net cash provided by operating activities | |
$ | — | | |
$ | — | | |
$ | — | |
The
net asset value (“NAV”) of the Trust is obtained by subtracting the Trust’s expenses and liabilities on any
day from the value of the platinum owned by the Trust plus any platinum receivable on that day; the NAV per Share is obtained
by dividing the NAV of the Trust on a given day by the number of Shares outstanding on that day.
The
year ended December 31, 2023
The
Trust’s NAV decreased from $1,096,553,007 at December 31, 2022 to $997,445,666 at December 31, 2023, a 9.04% decrease for
the year. The change in the Trust’s NAV resulted from a decrease in the price per ounce of platinum, which fell 3.01% from
$1,031.00 at December 31, 2022 to $1,000.00 at December 31, 2023 and a decrease in outstanding Shares, which fell from 11,500,000
at December 31, 2022 to 10,850,000 at December 31, 2023, a result of 1,500,000 Shares (30 Baskets) being created and 2,150,000
Shares (43 Baskets) being redeemed during the year.
The
NAV per Share decreased 3.59% from $95.35 at December 31, 2022 to $91.93 at December 31, 2023. The Trust’s NAV per Share
fell slightly more than the price per ounce of platinum on a percentage basis due to Sponsor’s Fee, which was $5,772,056
for the year, or 0.60% of the Trust’s ANAV.
The
NAV per Share of $104.13 at April 21, 2023 was the highest during the year, compared with a low of $78.20 at November 13, 2023.
The
decrease in net assets from operations for the year ended December 31, 2023 was $32,804,092 resulting from a realized gain of
$5,776 on the transfer of platinum to pay expenses and a realized gain of $8,064,265 on platinum distributed for the redemption
of Shares, offset by a change in unrealized loss on investment in platinum of $35,102,077, and the Sponsor’s Fee of $5,772,056.
Other than the Sponsor’s Fee, the Trust had no expenses during the year ended December 31, 2023.
The
year ended December 31, 2022
The
Trust’s NAV decreased from $1,133,206,525 at December 31, 2021 to $1,096,553,007 at December 31, 2022, a 3.23% decrease
for the year. The decrease in the Trust’s NAV resulted primarily from a decrease in outstanding Shares, which fell from
12,700,000 at December 31, 2021 to 11,500,000 at December 31, 2022, a result of 1,800,000 Shares (36 Baskets) being created and
3,000,000 Shares (60 Baskets) being redeemed during the year. There was an increase in the price per ounce of platinum, which
rose 7.51% from $959.00 at December 31, 2021 to $1,031.00 at December 31, 2022.
The
NAV per Share increased 6.86% from $89.23 at December 31, 2021 to $95.35 at December 31, 2022. The Trust’s NAV per Share
rose slightly less than the price per ounce of platinum on a percentage basis due to Sponsor’s Fee, which was $6,556,049
for the year, or 0.60% of the Trust’s ANAV.
The
NAV per Share of $106.98 at March 8, 2022 was the highest during the year, compared with a low of $77.07 at July 14, 2022.
The
increase in net assets from operations for the year ended December 31, 2022 was $63,462,524, resulting from a change in unrealized
gain on investment in platinum of $76,534,694, offset by a realized loss of $88,492 on the transfer of platinum to pay expenses,
a realized loss of $6,427,899 on platinum distributed for the redemption of Shares, and the Sponsor’s Fee of $6,556,049.
Other than the Sponsor’s Fee, the Trust had no expenses during the year ended December 31, 2022.
The
year ended December 31, 2021
The
Trust’s NAV decreased from $1,329,606,858 at December 31, 2020 to $1,133,206,525 at December 31, 2021, a 14.77% decrease
for the year. The decrease in the Trust’s NAV resulted primarily from a decrease in the price per ounce of platinum, which
fell 10.21% from $1,068.00 at December 31, 2020 to $959.00 at December 31, 2021. There was also a decrease in outstanding Shares,
which fell from 13,300,000 at December 31, 2020 to 12,700,000 at December 31, 2021, a result of 1,300,000 Shares (26 Baskets)
being created and 1,900,000 Shares (38 Baskets) being redeemed during the year.
The
NAV per Share decreased 10.74% from $99.97 at December 31, 2020 to $89.23 at December 31, 2021. The Trust’s NAV per Share
fell slightly more than the price per ounce of platinum on a percentage basis due to the Sponsor’s Fee, which was $8,241,060
for the year, or 0.60% of the Trust’s ANAV.
The
NAV per Share of $121.03 at February 19, 2021 was the highest during the year, compared with a low of $84.79 at December 15, 2021.
The
decrease in net assets from operations for the year ended December 31, 2021 was $144,840,328 resulting from a realized gain of
$1,048,913 on the transfer of platinum to pay expenses and a realized gain of $18,599,650 on platinum distributed for the redemption
of Shares, offset by a change in unrealized loss on investment in platinum of $156,178,266, a change in unrealized loss on unsettled
redemptions of $29,565 and the Sponsor’s Fees of $8,241,060. Other than the Sponsor’s Fee, the Trust had no expenses
during the year ended December 31, 2021.
Off-Balance
Sheet Arrangements
The
Trust is not a party to any off-balance sheet arrangements.
Item
7A. Quantitative and Qualitative Disclosures about Market Risk
The
Trust Agreement does not authorize the Trustee to borrow for payment of the Trust’s ordinary expenses. The Trust does not
engage in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related
market risk. The Trust invests in no derivative financial instruments and has no foreign operations or long-term debt instruments.
Item
8. Financial Statements and Supplementary Data (Unaudited)
Quarterly
Income Statements
Year Ended December 31, 2023 |
| |
Three months ended | | |
Year ended | |
(Amounts in 000’s of US$, except for Share and per Share data) | |
March 31 | | |
June 30 | | |
September 30 | | |
December 31 | | |
December 31 | |
EXPENSES | |
| | |
| | |
| | |
| | |
| |
Sponsor’s Fee | |
$ | 1,512 | | |
$ | 1,459 | | |
$ | 1,432 | | |
$ | 1,369 | | |
$ | 5,772 | |
Total expenses | |
| 1,512 | | |
| 1,459 | | |
| 1,432 | | |
| 1,369 | | |
| 5,772 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment loss | |
| (1,512 | ) | |
| (1,459 | ) | |
| (1,432 | ) | |
| (1,369 | ) | |
| (5,772 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
REALIZED AND UNREALIZED GAINS / (LOSSES) | |
| | | |
| | | |
| | | |
| | | |
| | |
Realized gain / (loss) on platinum transferred to pay expenses | |
| 74 | | |
| 83 | | |
| (35 | ) | |
| (116 | ) | |
| 6 | |
Realized gain / (loss) on platinum distributed for the redemption of Shares | |
| 4,770 | | |
| 4,630 | | |
| (326 | ) | |
| (1,010 | ) | |
| 8,064 | |
Change in unrealized gain / (loss) on investment in platinum | |
| (55,538 | ) | |
| (86,275 | ) | |
| 28,301 | | |
| 78,410 | | |
| (35,102 | ) |
Total gain / (loss) on investment in platinum | |
| (50,694 | ) | |
| (81,562 | ) | |
| 27,940 | | |
| 77,284 | | |
| (27,032 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Change in net assets from operations | |
$ | (52,206 | ) | |
$ | (83,021 | ) | |
$ | 26,508 | | |
$ | 75,915 | | |
$ | (32,804 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net increase / (decrease) in net assets per Share | |
$ | (4.73 | ) | |
$ | (7.85 | ) | |
$ | 2.47 | | |
$ | 7.08 | | |
$ | (3.05 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted average number of Shares | |
| 11,042,778 | | |
| 10,569,780 | | |
| 10,728,261 | | |
| 10,717,391 | | |
| 10,763,562 | |
Year
Ended December 31, 2022
| |
Three months ended | | |
Year ended | |
(Amounts in 000’s of US$, except for Share and per Share data) | |
March 31 | | |
June 30 | | |
September 30 | | |
December 31 | | |
December 31 | |
EXPENSES | |
| | |
| | |
| | |
| | |
| |
Sponsor’s Fee | |
$ | 1,743 | | |
$ | 1,716 | | |
$ | 1,525 | | |
$ | 1,572 | | |
$ | 6,556 | |
Total expenses | |
| 1,743 | | |
| 1,716 | | |
| 1,525 | | |
| 1,572 | | |
| 6,556 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment loss | |
| (1,743 | ) | |
| (1,716 | ) | |
| (1,525 | ) | |
| (1,572 | ) | |
| (6,556 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
REALIZED AND UNREALIZED GAINS / (LOSSES) | |
| | | |
| | | |
| | | |
| | | |
| | |
Realized gain / (loss) on platinum transferred to pay expenses | |
| 56 | | |
| 34 | | |
| (99 | ) | |
| (79 | ) | |
| (88 | ) |
Realized gain/ (loss) on platinum distributed for the redemption of Shares | |
| 2,890 | | |
| 66 | | |
| (9,466 | ) | |
| 82 | | |
| (6,428 | ) |
Change in unrealized gain / (loss) on investment in platinum | |
| 24,158 | | |
| (89,400 | ) | |
| (38,627 | ) | |
| 180,404 | | |
| 76,535 | |
Change in unrealized gain / (loss) on unsettled creations or redemptions | |
| — | | |
| — | | |
| (9 | ) | |
| 9 | | |
| — | |
Total gain / (loss) on investment in platinum | |
| 27,104 | | |
| (89,300 | ) | |
| (48,201 | ) | |
| 180,416 | | |
| 70,019 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Change in net assets from operations | |
$ | 25,361 | | |
$ | (91,016 | ) | |
$ | (49,726 | ) | |
$ | 178,844 | | |
$ | 63,463 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net increase / (decrease) in net assets per Share | |
$ | 2.02 | | |
$ | (7.12 | ) | |
$ | (4.12 | ) | |
$ | 15.54 | | |
$ | 5.19 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted average number of Shares | |
| 12,556,667 | | |
| 12,782,967 | | |
| 12,060,326 | | |
| 11,509,239 | | |
| 12,223,973 | |
Note:
Quarterly balances may not add to totals due to independent rounding.
The
financial statements required by Regulation S-X, together with the report of the Trust’s independent registered public accounting
firm appear on pages F-1 to F-13 of this filing.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item
9A. Controls and Procedures
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
The
Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer and
Chief Financial Officer of the Sponsor, and to the audit committee, as appropriate, to allow timely decisions regarding required
disclosure.
Under
the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer of the Sponsor, the
Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e)
and 15d-15(e). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer of the Sponsor concluded
that, as of December 31, 2023, the Trust’s disclosure controls and procedures were effective.
Internal
controls over financial reporting have been maintained throughout the Trust’s fiscal year ended December 31, 2023. There
have been no changes that have materially affected, or are reasonably likely to materially affect, the Trust’s or Sponsor’s
internal control over financial reporting.
Management’s
Report on Internal Control over Financial Reporting
The
Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Trust’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control
over financial reporting includes those policies and procedures that:
| (1) | pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the Trust’s assets; |
| (2) | provide
reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles,
and that the Trust’s receipts and expenditures are being made only in accordance
with appropriate authorizations; and |
| (3) | provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Trust’s assets that could have a material effect on
the financial statements. |
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The
Chief Executive Officer and Chief Financial Officer of the Sponsor assessed the effectiveness of the Trust’s internal control
over financial reporting as of December 31, 2023. In making this assessment, they used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Their
assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of
the operational effectiveness of its internal control over financial reporting. Based on their assessment and those criteria,
the Chief Executive Officer and Chief Financial Officer of the Sponsor concluded that the Trust maintained effective internal
control over financial reporting as of December 31, 2023.
KPMG
LLP, the independent registered public accounting firm that audited and reported on the financial statements included in this
Form 10-K, as stated in their report which is included herein, issued an attestation report on the effectiveness of the Trust’s
internal control over financial reporting as of December 31, 2023.
Report
of Independent Registered Public Accounting Firm
To the Sponsor, Trustee and Shareholders
abrdn
Platinum ETF Trust:
Opinion on Internal Control Over Financial Reporting
We have audited abrdn Platinum ETF Trust’s (known
as Aberdeen Standard Platinum ETF Trust prior to March 31, 2022) (the Trust) internal control over financial reporting as of December
31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the Trust maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards
of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements of assets and liabilities of the Trust, including
the schedules of investments, as of December 31, 2023 and 2022, the related statements of operations and changes in net assets and the
financial highlights for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the
financial statements), and our report dated February 28, 2024 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Trust’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Trust’s internal control over financial reporting based on our audit. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial
Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
|
/s/ KPMG LLP |
|
|
|
|
New York, New York |
|
February 28, 2024 |
|
Item
9B. Other Information
No
officers or directors of the Trust have adopted, modified or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b51
trading arrangement for the year ended December 31, 2023.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
Trust has no directors or executive officers. The biographies of the President and Chief Executive Officer of the Sponsor and
the Chief Financial Officer and Treasurer of the Sponsor are set out below:
Steven
Dunn – President and Chief Executive Officer
Mr.
Dunn, CIMA®, is the Head of Exchange Traded Funds at abrdn Inc.. Mr. Dunn guides the firm’s strategic direction and
distribution strategy for ETFs. Previously, he was a Director with Deutsche Asset and Wealth Management in charge of managing
relationships with US ETF Strategists and overseeing the Eastern Division sales team. Prior to that, Mr. Dunn was a consultant
at Brandywine Global Investment Management and has also held sales and distribution strategy positions at iShares, Blackrock and
Vanguard. Mr. Dunn holds a B.A. degree in Public Administration from Shippensburg University of Pennsylvania and has completed
his MBA at Pennsylvania State University. He holds the Series 7, 24, and 63 registrations as well as the Certified Investment
Management Analyst® (CIMA®).
Brian
Kordeck – Chief Financial Officer and Treasurer
Brian
Kordeck age 44, joined abrdn Inc. (the parent company of the Sponsor) as a Senior Fund Administrator in 2013 and is currently
a Senior Product Manager with the company. Prior to joining abrdn Inc., Mr. Kordeck held financial reporting manager roles at
the Bank of New York Mellon and The Investment Fund for Foundations. Mr. Kordeck began his career as an auditor with PricewaterhouseCoopers
LLP, focusing on the investment management industry. Mr. Kordeck holds a BS in Business Administration from La Salle University.
Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
In
connection with her retirement, Andrea Melia resigned as Chief Financial Officer and Treasurer of the Sponsor, effective on February
28, 2023. Ms. Melia served as Principal Financial Officer of the Registrant.
Brian
Kordeck was appointed as Chief Financial Officer and Treasurer of the Sponsor, effective on February 28, 2023. Mr. Kordeck serves
as Principal Financial Officer of the Registrant.
As
described under Item 1 above, abrdn Inc. is the parent of the Sponsor.
Item
11. Executive Compensation
The
Trust has no directors or executive officers. The only ordinary expense paid by the Trust is the Sponsor’s Fee.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security
Ownership of Certain Beneficial Owners
There
are no persons known by the Trust to own directly or indirectly beneficially more than 5% of the outstanding Shares of the Trust.
Security
Ownership of Management
Not
applicable.
Change
in Control
Neither
the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in control of the Trust.
Item
13. Certain Relationships and Related Transactions, and Director Independence
The
Trust has no directors or executive officers.
Item
14. Principal Accounting Fees and Services
Fees
for services performed by KPMG LLP for the years ended December 31, 2023 and 2022
New
York, NY Auditor ID: 185
| |
December 31, 2023 | | |
December 31, 2022 | |
Audit fees – KPMG | |
$ | 85,000
| | |
| 77,250 | |
Audit related fees - KPMG | |
| 11,500
| | |
| — | |
| |
$ | 96.500 | | |
$ | 77,250 | |
Audit
Fees are fees paid by the Sponsor to KPMG LLP for professional services for the audit of the Trust’s financial statements
included in the Form 10-K and review of financial statements included in the Form 10-Qs, and for services that are normally provided
by the accountants in connection with regulatory filings or engagements. Audit Related Fees are paid by the Sponsor to KPMG LLP
for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s
financial statements. These services include the accountant providing a consent letter related to the Trust’s registration
statement filing.
Pre-Approval
Policies and Procedures
As
referenced in Item 10 above, the Trust has no board of directors, and as a result, has no pre-approval policies or procedures
with respect to fees paid to KPMG LLP. Such determinations are made by the Sponsor.
PART
IV
Item
15. Exhibits, Financial Statement Schedules
1.
Financial Statements
See
Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein.
2.
Financial Statement Schedules
Schedules
have been omitted since they are either not required, not applicable, or the information has otherwise been included.
|
|
|
|
Exhibit
No. |
|
Description |
|
4.1(a) |
|
Depositary
Trust Agreement, incorporated by reference to Exhibit 4.1 filed with Registration Statement No. 333-158381 on December 31,
2009 |
|
|
|
|
|
4.1(b) |
|
Amendment to the Depositary Trust Agreement, incorporated by reference to Exhibit 4.1(b) filed with the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 28, 2020 |
|
|
|
|
|
4.1(c) |
|
Second Amendment to the Depositary Trust Agreement, incorporated by reference to Exhibit 4.1 filed with the Trust’s Current Report on Form 8-K on March 14, 2022 |
|
|
|
|
|
4.2 |
|
Form of Authorized Participant Agreement, incorporated by reference to Exhibit 4.2 filed with the Trust’s Registration Statement on Form S-3 (File No. 333-276490) on January 12, 2024 |
|
|
|
|
|
4.3 |
|
Certificate
of Beneficial Interest, incorporated by reference to Exhibit 4.3 filed with Registration Statement No. 333-158381 on December
31, 2009 |
|
|
|
|
|
10.1(a) |
|
Allocated
Account Agreement, incorporated by reference to Exhibit 10.1 filed with Registration Statement No. 333-158381 on December
31, 2009 |
|
|
|
|
|
10.1(b) |
|
Amendment
to the Allocated Account Agreement, incorporated by reference to Exhibit 10.1 filed with the Trust’s
Current Report on Form 8-K on October 5, 2018 |
|
|
|
|
|
10.1(c) |
|
Second
Amendment to the Allocated Account Agreement, incorporated by reference to Exhibit 10.1 filed with
the Trust’s Current Report on Form 8-K on June 11, 2020 |
|
|
|
|
|
10.1(d) |
|
Third Amendment to the Allocated Account Agreement, incorporated by reference to Exhibit 10.1 filed with the Trust’s Current Report on Form 8-K on March 14, 2022 |
|
|
|
|
|
10.2(a) |
|
Unallocated
Account Agreement, incorporated by reference to Exhibit 10.2 filed with Registration Statement No. 333-158381 on December
31, 2009 |
|
|
|
|
|
10.2(b) |
|
Amendment
to the Unallocated Account Agreement, incorporated by reference to Exhibit 10.2 filed with the Trust’s Current Report
on Form 8-K on October 5, 2018 |
|
|
|
|
|
10.2(c) |
|
Second
Amendment to the Unallocated Account Agreement, incorporated by reference to Exhibit 10.2 filed with
the Trust’s Current Report on Form 8-K on June 11, 2020 |
|
|
|
|
|
10.2(d) |
|
Third Amendment to the Unallocated Account Agreement, incorporated by reference to Exhibit 10.2 filed with the Trust’s Current Report on Form 8-K on March 14, 2022 |
|
|
|
|
|
10.3 |
|
Depository
Agreement, incorporated by reference to Exhibit 10.3 filed with Registration Statement No. 333-158381 on December 31, 2009 |
|
|
|
|
|
10.4(a) |
|
Marketing
Agent Agreement, incorporated by reference to Exhibit 10.4 filed with Registration Statement No. 333-158381 on December 31,
2009 |
|
|
|
|
|
10.4(b) |
|
Novation
of and Amendment No. 1 to the Marketing Agent Agreement |
|
|
|
|
|
23.1 |
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm |
|
|
|
|
|
31.1 |
|
Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
31.2 |
|
Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
32.1 |
|
Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
32.2 |
|
Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
97.1 |
|
Policy for Recovery of Erroneously Awarded Compensation |
|
101 |
The following financial statements from the
Trust’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Statements of
Assets and Liabilities, (ii) Statements of Operations, (iii) Statements of Changes in Net Assets, and (iv) Notes to the Financial
Statements. |
|
|
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Document |
|
|
|
|
101.DEF |
Inline XBRL Taxonomy Extension Definitions Document |
|
|
|
|
101.LAB |
Inline XBRL Taxonomy Extension Labels Document |
|
|
|
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation
Document |
|
|
|
|
104 |
The cover page from the Trust’s Annual
Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101). |
Item
16. Form 10-K Summary
Not
applicable.
ABRDN
PLATINUM ETF TRUST
Financial Statements as of December 31, 2023
Index
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor, Trustee and Shareholders
abrdn
Platinum ETF Trust:
Opinion on the Financial Statements
We have audited the accompanying statements of
assets and liabilities of abrdn Platinum ETF Trust (known as Aberdeen Standard Platinum ETF Trust prior to March 31, 2022) (the Trust),
including the schedules of investments, as of December 31, 2023 and 2022, the related statements of operations and changes in net assets
and the financial highlights for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively,
the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Trust as of December 31, 2023 and 2022, and the results of its operations, changes in its net assets and financial highlights for
each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards
of the Public Company Accounting Oversight Board (United States) (PCAOB), the Trust’s internal control over financial reporting
as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2024 expressed an unqualified opinion on the
effectiveness of the Trust’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of
the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from
the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and
that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
Evaluation of the evidence pertaining to the existence
of the platinum holdings
As presented on the December 31, 2023 schedule
of investments and in Note 2.2, the fair value of the Trust's investment in platinum is $997,955 thousand, representing 100.05% of the
Trust's net assets, and 997,955.2 ounces of platinum holdings. The investment in platinum was held by a third-party custodian or sub-custodian
(collectively, the custodian).
We identified the evaluation of the evidence pertaining
to the existence of the platinum holdings as a critical audit matter. Given the nature and volume of the platinum holdings, subjective
auditor judgment was required to evaluate the extent and nature of evidence obtained to assess the existence of platinum held by the custodian.
The following are the primary procedures we performed
to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related
to the critical audit matter. This included controls over (1) the comparison of the Trust's records of platinum
held to the custodian's records, (2) the approval of platinum deposits and withdrawals by the trustee of the Trust and (3) the physical
counts of the Trust's platinum holdings performed at the custodian's locations by a third party engaged by the Trust's sponsor. We obtained
a schedule directly from the custodian of the Trust's platinum holdings held by the custodian
as of December 31, 2023. We compared the total ounces on such schedule to the Trust's record of platinum holdings. We also attended and
observed a part of the physical counts of the Trust's platinum holdings. We obtained and read the physical counts results reports of the
third party and reconciled those reports to both the Trust's and custodian's records.
|
/s/ KPMG LLP |
|
|
We have served as the Trust’s auditor since 2015. |
New York, New York |
|
February 28, 2024 |
|
abrdn
Platinum ETF Trust
Statements
of Assets and Liabilities
At
December 31, 2023 and 2022
| |
December 31, 2023 | | |
December 31, 2022 | |
(Amounts in 000’s of US$, except for Share and per Share data) | |
| | | |
| | |
ASSETS | |
| | | |
| | |
Investment in platinum (cost: December 31, 2023: $964,036; December 31, 2022: $1,028,086) | |
$ | 997,955 | | |
$ | 1,097,107 | |
Total assets | |
| 997,955 | | |
| 1,097,107 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
Fees payable to Sponsor | |
| 509 | | |
| 554 | |
Total liabilities | |
| 509 | | |
| 554 | |
| |
| | | |
| | |
NET ASSETS(1) | |
$ | 997,446 | | |
$ | 1,096,553 | |
See
Notes to the Financial Statements
abrdn
Platinum ETF Trust
Schedules
of Investments
At
December 31, 2023 and 2022
| |
December 31, 2023 | |
Description | |
oz | | |
Cost | | |
Fair Value | | |
% of Net Assets | |
Investment in platinum (in 000’s of US$, except for oz and percentage data) |
Platinum | |
| 997,955.2 | | |
$ | 964,036 | | |
$ | 997,955 | | |
| 100.05 | % |
Total investment in platinum | |
| 997,955.2 | | |
$ | 964,036 | | |
$ | 997,955 | | |
| 100.05 | % |
Less liabilities | |
| | | |
| | | |
| (509 | ) | |
| (0.05 | )% |
Net Assets | |
| | | |
| | | |
$ | 997,446 | | |
| 100.00 | % |
| |
December 31, 2022 | |
Description | |
oz | | |
Cost | | |
Fair Value | | |
% of Net Assets | |
Investment
in platinum (in 000’s of US$, except for oz and percentage data) |
Platinum | |
| 1,064,119.5 | | |
$ | 1,028,086 | | |
$ | 1,097,107 | | |
| 100.05 | % |
Total investment in platinum | |
| 1,064,119.5 | | |
$ | 1,028,086 | | |
$ | 1,097,107 | | |
| 100.05 | % |
Less liabilities | |
| | | |
| | | |
| (554 | ) | |
| (0.05 | )% |
Net Assets | |
| | | |
| | | |
$ | 1,096,553 | | |
| 100.00 | % |
See
Notes to the Financial Statements
abrdn
Platinum ETF Trust
Statements
of Operations
For
the years ended December 31, 2023, 2022, and 2021
| |
Year Ended December 31, 2023 | | |
Year Ended December 31, 2022 | | |
Year Ended December 31, 2021 | |
(Amounts in 000’s of US$, except for Share and per Share data) | |
| | | |
| | | |
| | |
EXPENSES | |
| | | |
| | | |
| | |
Total expenses | |
| 5,772 | | |
| 6,556 | | |
| 8,241 | |
Net investment loss | |
| (5,772 | ) | |
| (6,556 | ) | |
| (8,241 | ) |
| |
| | | |
| | | |
| | |
REALIZED AND UNREALIZED GAINS / (LOSSES) | |
| | | |
| | | |
| | |
Realized gain / (loss) on platinum transferred to pay expenses | |
| 6 | | |
| (88 | ) | |
| 1,049 | |
Realized gain / (loss) on platinum distributed for the redemption of Shares | |
| 8,064 | | |
| (6,458 | ) | |
| 18,560 | |
Change in unrealized gain / (loss) on investment in platinum | |
| (35,102 | ) | |
| 76,535 | | |
| (156,178 | ) |
Change in unrealized gain / (loss) on unsettled creations or
redemptions | |
| — | | |
| 30 | | |
| (30 | ) |
Total gain / (loss) on investment in platinum | |
| (27,032 | ) | |
| 70,019 | | |
| (136,599 | ) |
| |
| | | |
| | | |
| | |
Change in net assets from operations | |
$ | (32,804 | ) | |
$ | 63,493 | | |
$ | (144,840 | ) |
| |
| | | |
| | | |
| | |
Net increase / (decrease) in net assets per Share | |
$ | (3.05 | ) | |
$ | 5.19 | | |
$ | (10.77 | ) |
| |
| | | |
| | | |
| | |
Weighted average number of Shares | |
| 10,763,562 | | |
| 12,223,973 | | |
| 13,446,986 | |
See
Notes to the Financial Statements
abrdn
Platinum ETF Trust
Statements
of Changes in Net Assets
For
the years ended December 31, 2023, 2022 and 2021
| |
Year Ended December 31, 2023 | |
(Amounts in 000’s of US$, except for Share data) | |
Shares | | |
Amount | |
Opening balance at January 1, 2023 | |
| 11,500,000 | | |
$ | 1,096,553 | |
Net investment loss | |
| | | |
| (5,772 | ) |
Realized gain on investment in platinum | |
| | | |
| 8,070 | |
Change in unrealized (loss) on investment in platinum | |
| | | |
| (35,102 | ) |
Creations | |
| 1,500,000 | | |
| 133,843 | |
Redemptions | |
| (2,150,000 | ) | |
| (200,146 | ) |
Closing balance at December 31, 2023 | |
| 10,850,000 | | |
$ | 997,446 | |
| |
Year Ended December 31, 2022 | |
(Amounts in 000’s of US$, except for Share data) | |
Shares | | |
Amount | |
Opening balance at January 1, 2022 | |
| 12,700,000 | | |
$ | 1,133,207 | |
Net investment loss | |
| | | |
| (6,556 | ) |
Realized (loss) on investment in platinum | |
| | | |
| (6,546 | ) |
Change in unrealized gain on investment in platinum | |
| | | |
| 76,535 | |
Change in unrealized gain on unsettled creations or redemptions | |
| | | |
| 30 | |
Creations | |
| 1,800,000 | | |
| 162,838 | |
Redemptions | |
| (3,000,000 | ) | |
| (262,955 | ) |
Closing balance at December 31, 2022 | |
| 11,500,000 | | |
$ | 1,096,553 | |
| |
Year Ended December 31, 2021 | |
(Amounts in 000’s of US$, except for Share data) | |
Shares | | |
Amount | |
Opening balance at January 1, 2021 | |
| 13,300,000 | | |
$ | 1,329,607 | |
Net investment loss | |
| | | |
| (8,241 | ) |
Realized gain on investment in platinum | |
| | | |
| 19,609 | |
Change in unrealized (loss) on investment in platinum | |
| | | |
| (156,178 | ) |
Change in unrealized (loss) on unsettled creations or redemptions | |
| | | |
| (30 | ) |
Creations | |
| 1,300,000 | | |
| 137,616 | |
Redemptions | |
| (1,900,000 | ) | |
| (189,176 | ) |
Closing balance at December 31, 2021 | |
| 12,700,000 | | |
$ | 1,133,207 | |
See
Notes to the Financial Statements
abrdn
Platinum ETF Trust
Financial
Highlights
For
the years ended December 31, 2023, 2022 and 2021
| |
Year Ended December 31, 2023 | | |
Year Ended December 31, 2022 | | |
Year Ended December 31, 2021 | |
Per Share Performance (for a Share outstanding throughout the entire period) | |
| | | |
| | | |
| | |
Net asset value per Share at beginning of period | |
$ | 95.35 | | |
$ | 89.23 | | |
$ | 99.97 | |
Income from investment operations: | |
| | | |
| | | |
| | |
Net investment loss | |
| (0.54 | ) | |
| (0.54 | ) | |
| (0.61 | ) |
Total realized and unrealized gains or losses on investment in platinum | |
| (2.88 | ) | |
| 6.66 | | |
| (10.13 | ) |
Change in net assets from operations | |
| (3.42 | ) | |
| 6.12 | | |
| (10.74 | ) |
| |
| | | |
| | | |
| | |
Net asset value per Share at end of period | |
$ | 91.93 | | |
$ | 95.35 | | |
$ | 89.23 | |
| |
| | | |
| | | |
| | |
Weighted average number of Shares | |
| 10,763,562 | | |
| 12,223,973 | | |
| 13,446,986 | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Net investment loss ratio | |
| (0.60 | )% | |
| (0.60 | )% | |
| (0.60 | )% |
| |
| | | |
| | | |
| | |
Total return, net asset value | |
| (3.59 | )% | |
| 6.86 | % | |
| (10.74 | )% |
| |
| | | |
| | | |
| | |
See
Notes to the Financial Statements
abrdn
Platinum ETF Trust
Notes
to the Financial Statements
1.
Organization
The
abrdn Platinum ETF Trust (the “Trust”) is a common law trust formed on December 30, 2009 under New York law pursuant
to a depositary trust agreement (the “Trust Agreement”) executed by abrdn ETFs Sponsor LLC (the “Sponsor”)
and The Bank of New York Mellon as Trustee (the “Trustee”). The Trust holds platinum and issues abrdn Physical Platinum
Shares ETF (“Shares”) in minimum blocks of 50,000 Shares (also referred to as “Baskets”) in exchange for
deposits of platinum and distributes platinum in connection with the redemption of Baskets. Shares represent units of fractional
undivided beneficial interest in and ownership of the Trust which are issued by the Trust. The Sponsor is a Delaware limited liability
company and a wholly-owned subsidiary of abrdn Inc., which is a wholly-owned indirect subsidiary of abrdn plc. The Trust is governed
by the Trust Agreement.
Effective
February 28, 2023, Andrea Melia resigned as Treasurer and Chief Financial Officer of the Sponsor. Ms. Melia had served as Principal
Financial Officer of the Registrant. Effective February 28, 2023, Brian Kordeck was appointed Treasurer and Chief Financial Officer
of the Sponsor. Mr. Kordeck serves as Principal Financial Officer of the Registrant.
The
investment objective of the Trust is for the Shares to reflect the performance of the price of physical platinum, less the Trust’s
expenses and liabilities. The Trust is designed to provide an individual owner of beneficial interests in the Shares (a “Shareholder”)
an opportunity to participate in the platinum market through an investment in securities.
2.
Significant Accounting Policies
The
preparation of financial statements in accordance with U.S. GAAP requires those responsible for preparing financial statements
to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the Trust.
2.1.
Basis of Accounting
The
Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 946, Financial Services—Investment Companies, and has concluded that for
reporting purposes, the Trust is classified as an Investment Company. The Trust is not registered as an investment company under
the Investment Company Act of 1940 and is not required to register under such act.
2.2.
Valuation of Platinum
The
Trust follows the provisions of ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 provides guidance for
determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The
Trust’s platinum is held by JPMorgan Chase Bank, N.A. (the “Custodian”), on behalf of the Trust, at its London,
England vaulting premises. The Trust’s platinum may also be held by UBS AG, or any other firm selected by the Custodian
to hold the Trust’s platinum in the Trust’s allocated account in the firm’s vault premises on a segregated basis
and whose appointment has been approved by the Sponsor. At December 31, 2023, approximately 2.92% of the Trust’s platinum
was held by one or more sub-custodians.
The
Trust’s platinum is recorded at fair value. The cost of platinum is determined according to the average cost method and
the fair value is based on the afternoon session of the twice daily fix of an ounce of platinum administered by the London Metal
Exchange (“LME”). Realized gains and losses on transfers of platinum, or platinum distributed for the redemption of
Shares, are calculated on a trade date basis as the difference between the fair value and average cost of platinum transferred.
abrdn
Platinum ETF Trust
Notes
to the Financial Statements
The
LME is responsible for the administration of the electronic platinum price fixing system (“LMEbullion”) that replicates
electronically the manual London platinum fix processes previously employed by the London Platinum and Palladium Fixing Company
Ltd (“LPPFCL”), as well as providing electronic market clearing processes for platinum bullion transactions at the
fixed prices established by the LME pricing mechanism. LMEbullion, like the previous London platinum fix processes, establishes
and publishes fixed prices for troy ounces of platinum twice each London trading day during fixing sessions beginning at 9:45
a.m. London time (the “LME AM Fix”) and 2:00 p.m. London time (the “LME PM Fix”).
Once
the value of platinum has been determined, the net asset value (the “NAV”) is computed by the Trustee by deducting
all accrued fees, expenses and other liabilities of the Trust, including the remuneration due to the Sponsor (the “Sponsor’s
Fee”), from the fair value of the platinum and all other assets held by the Trust.
The
Trust recognizes changes in fair value of the investment in platinum as changes in unrealized gains or losses on investment in
platinum through the Statement of Operations.
The
per Share amount of platinum exchanged for a purchase or redemption is calculated daily by the Trustee using the LME PM Fix to
calculate the platinum amount in respect of any liabilities for which covering platinum sales have not yet been made, and represents
the per Share amount of platinum held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities
and any losses that may have occurred.
Fair
Value Hierarchy
ASC
820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs
are as follows:
–
Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.
–
Level 2. Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either
directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for
similar instruments and similar data.
–
Level 3. Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing
the Trust’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability,
and that would be based on the best information available.
To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination
of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for
instruments categorized in level 3.
The
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the
lowest level input that is significant to the fair value measurement in its entirety.
The
Trust’s investment in platinum is classified as a level 1 asset, as its value is calculated using unadjusted quoted prices
from primary market sources.
abrdn
Platinum ETF Trust
Notes
to the Financial Statements
The
categorization of the Trust’s assets is as shown below:
(Amounts in 000’s of US$) | |
December 31,
2023 | | |
December 31,
2022 | |
| |
| | |
| |
Level 1 | |
| | | |
| | |
Investment in platinum | |
$ | 997,955 | | |
$ | 1,097,107 | |
| |
| | | |
| | |
There were no transfers between levels during the years ended December 31, 2023 and 2022.
2.3.
Platinum Receivable and Payable
Platinum
receivable or payable represents the quantity of platinum covered by contractually binding orders for the creation or redemption
of Shares respectively, where the platinum has not yet been transferred to or from the Trust’s account. Generally, ownership
of platinum is transferred within two business days of the trade date. At December 31, 2023, the Trust had no platinum receivable
or payable for the creation or redemption of Shares. At December 31, 2022, the Trust had no platinum receivable or payable for
the creation or redemption of Shares.
2.4.
Creations and Redemptions of Shares
The
Trust expects to create and redeem Shares from time to time, but only in one or more Baskets (a Basket equals a block of 50,000
Shares). The Trust issues Shares in Baskets to Authorized Participants on an ongoing basis. Individual investors cannot purchase
or redeem Shares in direct transactions with the Trust. An Authorized Participant is a person who (1) is a registered broker-dealer
or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer
to engage in securities transactions; (2) is a participant in The Depository Trust Company; (3) has entered into an Authorized
Participant Agreement with the Trustee and the Sponsor; and (4) has established an Authorized Participant Unallocated Account
with the Trust’s Custodian or other platinum bullion clearing bank. An Authorized Participant Agreement is an agreement
entered into by each Authorized Participant, the Sponsor and the Trustee which provides the procedures for the creation and redemption
of Baskets and for the delivery of the platinum required for such creations and redemptions. An Authorized Participant Unallocated
Account is an unallocated platinum account, either loco London or loco Zurich, established with the Custodian or a platinum bullion
clearing bank by an Authorized Participant.
The
creation and redemption of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of
the amount of platinum represented by the Baskets being created or redeemed, the amount of which is based on the combined NAV
of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem
Baskets is properly received.
Authorized
Participants may, on any business day, place an order with the Trustee to create or redeem one or more Baskets. The typical settlement
period for Shares is two business days. In the event of a trade date at period end, where a settlement is pending, a respective
account receivable and/or payable will be recorded. When platinum is exchanged in settlement of a redemption, it is considered
a sale of platinum for financial statement purposes.
The
amount of platinum represented by the Baskets created or redeemed can only be settled to the nearest 1/1000th of an ounce. As
a result, the value attributed to the creation or redemption of Shares may differ from the value of platinum to be delivered or
distributed by the Trust. In order to ensure that the correct amount of platinum is available at all times to back the Shares,
the Sponsor accepts an adjustment to its Sponsor Fee in the event of any shortfall or excess on each transaction. For each transaction,
this amount is not more than 1/1000th of an ounce of platinum.
abrdn
Platinum ETF Trust
Notes
to the Financial Statements
As
the Shares of the Trust are subject to redemption at the option of Authorized Participants, the Trust has classified the outstanding
Shares as Net Assets. Changes in the number of Shares outstanding are presented in the Statement of Changes in Net Assets.
2.5.
Income Taxes
The
Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself will
not be subject to U.S. federal income tax. Instead, the Trust’s income and expenses will “flow through” to the
Shareholders, and the Trustee will report the Trust’s proceeds, income, deductions, gains, and losses to the Internal Revenue
Service on that basis.
The
Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined
that no reserves for uncertain tax positions are required as of December 31, 2023 or December 31, 2022.
2.6.
Investment in Platinum
Changes
in ounces of platinum and their respective values for the years ended December 31, 2023 and 2022 are set out below:
| |
Year Ended December 31, 2023 | | |
Year Ended December 31, 2022 | |
(Amounts in 000’s of US$, except for ounces data) | |
| | | |
| | |
Ounces of platinum | |
| | | |
| | |
Opening balance | |
| 1,064,119.5 | | |
| 1,186,927.7 | |
Creations | |
| 138,302.0 | | |
| 167,029.4 | |
Redemptions | |
| (198,464.3 | ) | |
| (282,927.6 | ) |
Transfers of platinum to pay expenses | |
| (6,002.0 | ) | |
| (6,910.0 | ) |
Closing balance | |
| 997,955.2 | | |
| 1,064,119.5 | |
| |
| | | |
| | |
Investment in platinum | |
| | | |
| | |
Opening balance | |
$ | 1,097,107 | | |
$ | 1,138,264 | |
Creations | |
| 133,843 | | |
| 162,838 | |
Redemptions | |
| (200,146 | ) | |
| (267,416 | ) |
Realized gain / (loss) on platinum distributed for the redemption of Shares | |
| 8,064 | | |
| (6,458 | ) |
Transfers of platinum to pay expenses | |
| (5,817 | ) | |
| (6,598 | ) |
Realized gain / (loss) on platinum transferred to pay expenses | |
| 6 | | |
| (88 | ) |
Change in unrealized (loss) / gain on investment in platinum | |
| (35,102 | ) | |
| 76,535 | |
Change in unrealized gain on unsettled creations or redemptions | |
| — | | |
| 30 | |
Closing balance | |
$ | 997,955 | | |
$ | 1,097,107 | |
abrdn
Platinum ETF Trust
Notes
to the Financial Statements
2.7.
Expenses / Realized Gains / Losses
The
primary expense of the Trust is the Sponsor’s Fee, which is paid by the Trust through in-kind transfers of platinum to the
Sponsor.
The
Trust will transfer platinum to the Sponsor to pay the Sponsor’s Fee that accrues daily at an annualized rate equal to %
of the adjusted daily net asset value (“ANAV”) of the Trust, paid monthly in arrears.
The
Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly
fee and out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing
fees, United States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs,
audit fees and up to $ per annum in legal expenses.
For
the year ended December 31, 2023, 2022 and 2021, the Sponsor’s Fee was $, $ and $, respectively.
At
December 31, 2023 and at December 31, 2022, the fees payable to the Sponsor were $509,494 and $554,247, respectively.
With
respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion,
sell the Trust’s platinum as necessary to pay these expenses. When selling platinum to pay expenses, the Trustee will endeavor
to sell the smallest amounts of platinum needed to pay these expenses in order to minimize the Trust’s holdings of assets
other than platinum. Other than the Sponsor’s Fee, the Trust had no expenses during the years ended December 31, 2023 and
2022.
Unless
otherwise directed by the Sponsor, when selling platinum the Trustee will endeavor to sell at the price established by the LME
PM Fix. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive
the most favorable price and execution of orders. The Custodian may be the purchaser of such platinum only if the sale transaction
is made at the next LME PM Fix or such other publicly available price that the Sponsor deems fair, in each case as set following
the sale order. A gain or loss is recognized based on the difference between the selling price and the average cost of the platinum
sold. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale.
Realized
gains and losses result from the transfer of platinum for Share redemptions and / or to pay expenses and are recognized on a trade
date basis as the difference between the fair value and average cost of platinum transferred.
2.8.
Subsequent Events
In
accordance with the provisions set forth in FASB ASC 855-10, Subsequent Events, the Trust’s management has evaluated
the possibility of subsequent events impacting the Trust’s financial statements through the filing date. During this period,
no material subsequent events requiring adjustment to or disclosure in the financial statements were identified.
3.
Related Parties
The
Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee and the Custodian and their affiliates
may from time to time act as Authorized Participants and purchase or sell Shares for their own account, as agent for their customers
and for accounts over which they exercise investment discretion. In addition, the Trustee and the Custodian and their affiliates
may from time to time purchase or sell platinum directly, for their own account, as agent for their customers and for accounts
over which they exercise investment discretion. The Trustee’s and Custodian’s fees are paid by the Sponsor and are
not separate expenses of the Trust.
abrdn
Platinum ETF Trust
Notes
to the Financial Statements
4.
Concentration of Risk
The
Trust’s sole business activity is the investment in platinum, and substantially all the Trust’s assets are holdings
of platinum, which creates a concentration of risk associated with fluctuations in the price of platinum. Several factors could
affect the price of platinum, including: (i) global platinum supply and demand, which is influenced by factors such as production
and cost levels in major platinum producing countries, recycling, autocatalyst demand, industrial demand, jewelry demand and investment
demand; (ii) investors’ expectations with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest
rates; (v) investment and trading activities of hedge funds and commodity funds; and (vi) global or regional political, economic
or financial events and situations. In addition, there is no assurance that platinum will maintain its long-term value in terms
of purchasing power in the future. In the event that the price of platinum declines, the Sponsor expects the value of an investment
in the Shares to decline proportionately. Each of these events could have a material effect on the Trust’s financial position
and results of operations.
5.
Indemnification
Under
the Trust’s organizational documents, the Trustee (and its directors, employees and agents) and the Sponsor (and its members,
managers, directors, officers, employees and affiliates) are indemnified by the Trust against any liability, cost or expense it
incurs without gross negligence, bad faith, willful misconduct or willful malfeasance on its part and without reckless disregard
on its part of its obligations and duties under the Trust’s organizational documents. The Trust’s maximum exposure
under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
abrdn
Platinum ETF Trust
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned in the capacities thereunto duly authorized.
|
abrdn
ETFs Sponsor LLC |
|
|
Date:
February 28, 2024 |
/s/
Steven Dunn* |
|
Steven
Dunn ** |
|
President
and Chief Executive Officer |
|
(Principal
Executive Officer) |
|
|
Date:
February 28, 2024 |
/s/
Brian Kordeck* |
|
Brian
Kordeck ** |
|
Chief
Financial Officer and Treasurer |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
* |
The
originally executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available
for inspection upon request.
|
** |
The
Registrant is a trust and the persons are signing in their capacities as officers of abrdn ETFs Sponsor LLC, the Sponsor of
the Registrant. |
|
|
|
abrdn Platinum ETF Trust 10-K
Exhibit 23.1
Consent of Independent Registered
Public Accounting Firm
We consent to the incorporation by reference in the registration
statement (No. 333-276490) on Form S-3 of abrdn Platinum ETF Trust (known as Aberdeen Standard Platinum ETF Trust prior to March 31, 2022)
of our reports dated February 28, 2024, with respect to the statements of assets and liabilities of abrdn Platinum ETF Trust, including
the schedules of investments, as of December 31, 2023 and 2022, the related statements of operations and changes in net assets and the
financial highlights for each of the years in the three-year period ended December 31, 2023 and the related notes (collectively, the “financial
statements”), and the effectiveness of internal control over financial reporting, as of December 31, 2023 which reports appear in
the December 31, 2023 annual report on Form 10-K of abrdn Platinum ETF Trust. We also consent to the reference to our firm under the heading
“Experts” in the above noted registration statement.
|
/s/ KPMG LLP |
|
|
|
|
|
|
|
New York, New York |
|
|
February 28, 2024 |
|
|
abrdn Platinum ETF Trust 10-K
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven Dunn, certify that:
1. I have reviewed this Report on Form 10-K of
abrdn Platinum ETF Trust;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared; and
(b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles; and
(c) Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 28, 2024 |
/s/ Steven Dunn* |
|
|
Steven Dunn** |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
| * | The original executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available for
inspection upon request. |
| ** | The Registrant is a trust and Mr. Dunn is signing in his capacity as an officer of abrdn ETFs Sponsor
LLC, the Sponsor of the Registrant. |
abrdn Platinum ETF Trust 10-K
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Kordeck, certify that:
1. I have reviewed this Report on Form 10-K of
abrdn Platinum ETF Trust;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared; and
(b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles; and
(c) Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 28, 2024 |
/s/ Brian Kordeck* |
|
|
Brian Kordeck** |
|
|
Chief Financial Officer and Treasurer |
|
|
(Principal Financial Officer and Principal Accounting Officer) |
|
| * | The original executed copy of this Certification will be maintained at the Sponsor’s offices and
will be made available for inspection upon request. |
| ** | The Registrant is a trust and Mr. Kordeck is signing in his capacity as an officer of abrdn ETFs Sponsor
LLC, the Sponsor of the Registrant. |
abrdn Platinum ETF Trust 10-K
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of abrdn
Platinum ETF Trust (the “Company”) on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 28, 2024 |
/s/ Steven Dunn* |
|
|
Steven Dunn** |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
| * | The original executed copy of this Certification will be maintained at the Sponsor’s offices and
will be made available for inspection upon request. |
| ** | The Registrant is a trust and Mr. Dunn is signing in his capacity as an officer of abrdn ETFs Sponsor
LLC, the Sponsor of the Registrant. |
abrdn Platinum ETF Trust 10-K
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of abrdn
Platinum ETF Trust (the “Company”) on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.
Date February 28, 2024 |
/s/ Brian Kordeck* |
|
|
Brian Kordeck** |
|
|
Chief Financial Officer and Treasurer |
|
|
(Principal Financial Officer and Principal Accounting Officer) |
|
| * | The original executed copy of this Certification will be maintained at the Sponsor’s offices and
will be made available for inspection upon request. |
| ** | The Registrant is a trust and Mr. Kordeck is signing in his capacity as an officer of abrdn ETFs Sponsor
LLC, the Sponsor of the Registrant. |
abrdn Platinum ETF Trust 10-K
Exhibit 97.1
abrdn Gold ETF Trust
abrdn Silver ETF Trust
abrdn Platinum ETF Trust
abrdn Palladium ETF Trust
abrdn Precious Metals
Basket ETF Trust
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
abrdn Gold ETF Trust, abrdn Silver ETF Trust,
abrdn Platinum ETF Trust, abrdn Palladium ETF Trust and abrdn Precious Metals Basket ETF Trust (each a “Trust” and
collectively, the “Trusts”) adopt this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”),
which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Policy
is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), New
York Stock Exchange (“NYSE”) Arca listing standards and NYSE Arca Rule 5.3-E(p) (collectively,
the “Listing Standards”).
Except as specifically set forth herein, this
Policy shall be administered by abrdn ETFs Sponsor LLC (the “Sponsor”) or, if so designated by the Sponsor, a committee
thereof (the Sponsor or such committee charged with administration of this Policy, the “Administrator”). The Administrator
is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration
of this Policy. Any determinations made by the Administrator shall be final and binding on all affected individuals and need not be uniform
with respect to each individual covered by the Policy. In the administration of this Policy, the Administrator is authorized and directed
to consult with the Sponsor or such other committees of the Sponsor. Subject to any limitation of applicable law, the Administrator may
authorize and empower any officer or employee of the Sponsor to take any and all actions necessary or appropriate to carry out the purpose
and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
As used in this Policy, the following definitions
shall apply:
| · | “Accounting Restatement” means an accounting restatement of the Trust’s financial
statements due to the Trust’s material noncompliance with any financial reporting requirement under the securities laws, including
any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued
financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected
in the current period. |
| · | “Administrator” has the meaning set forth in Section 1 of this Policy. |
| · | “Applicable Period” means the three completed fiscal years immediately preceding the
date on which the Trust is required to prepare an Accounting Restatement, as well as any transition period (that results from a change
in the Trust’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period
that comprises a period of at least nine months shall count as a completed fiscal year). The “date on which the Trust is required
to prepare an Accounting Restatement” is the earlier to occur of (a) the date the Sponsor, a committee of the Sponsor, or the officer
or officers of the Sponsor are authorized to take such action if the Sponsor action is not required, concludes or reasonably should have
concluded, that the Trust is required to prepare an Accounting Restatement or (b) the date a court, regulator or other legally authorized
body directs the Trust to prepare an Accounting Restatement, in each case regardless of if or when the restated financial statements are
filed. |
| · | “Covered Executives” means the current and former president, principal financial officer,
principal accounting officer (or if there is no such accounting officer, the controller) of the Trusts (or persons performing such functions
for the Trusts in their capacities as officers of the Sponsor), any vice-president of the Trusts in charge of a principal business unit,
division, or function (such as sales, administration, or finance) of the Trusts, any other officer who performs a policy-making function
for the Trusts, or any other person who performs similar policy-making functions for the Trusts, in each case, as determined by the Administrator
in accordance with the definition of executive officer set forth in Rule 10D-1 and the Listing Standards; provided that, an executive
officer of a Trust’s parent or subsidiary is deemed a Covered Officer if the executive officer performs such policy making functions
for the Trusts. Although a Covered Executive would include officers or employees of the respective Trust’s trustee who perform policy-making
functions for the Trust, there are no such individuals. |
| · | “Erroneously Awarded Compensation” has the meaning set forth in Section 5 of this Policy. |
| · | A “Financial Reporting Measure” is any measure that is determined and presented in
accordance with the accounting principles used in preparing the Trust’s financial statements, and any measure that is derived wholly
or in part from such measure. Financial Reporting Measures include but are not limited to the following (and any measures derived from
the following): Trust stock price; total shareholder return (“TSR”); revenues; net income; operating income; profitability
of one or more reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover rates); earnings before
interest, taxes, depreciation and amortization; funds from operations and adjusted funds from operations; liquidity measures (e.g., working
capital, operating cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures (e.g., earnings
per share); sales per square foot or same store sales, where sales is subject to an Accounting Restatement; revenue per user, or average
revenue per user, where revenue is subject to an Accounting Restatement; cost per employee, where cost is subject to an Accounting Restatement;
any of such financial reporting measures relative to a peer group, where the Trust’s financial reporting measure is subject to an
Accounting Restatement; and tax basis income. A Financial Reporting Measure need not be presented within the Trust’s financial statements
or included in a filing with the Securities Exchange Commission. |
| · | “Incentive-Based Compensation” means any compensation that is paid by the Trusts to
a Covered Executive, and that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
Incentive-Based Compensation is “received” for purposes of this Policy in the Trust’s fiscal period during which the
Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based
Compensation occurs after the end of that period. |
| 3. | Covered Executives; Incentive-Based Compensation |
This Policy applies to Incentive-Based Compensation
received by a Covered Executive (a) after beginning services as a Covered Executive; (b) if that person served as a Covered Executive
at any time during the performance period for such Incentive-Based Compensation; (c) while the Trust had a listed class of securities
on a national securities exchange and (d) during the Applicable Period.
| 4. | Required Recoupment of Erroneously Awarded Compensation in the Event of an Accounting Restatement |
In the event that the Trust is required to
prepare an Accounting Restatement, the Trust shall promptly recoup the amount of any Erroneously Awarded Compensation received by any
Covered Executive, as calculated pursuant to Section 5 of this Policy, during the Applicable Period. Recovery under this Policy with respect
to a Covered Executive shall not require the finding of any misconduct by such Covered Executive or such Covered Executive being found
responsible for the accounting error leading to an Accounting Restatement.
| 5. | Erroneously Awarded Compensation: Amount Subject to Recovery |
The amount of Erroneously Awarded Compensation
subject to recovery under this Policy, as determined by the Administrator, is the amount of Incentive-Based Compensation received by the
Covered Executive that exceeds the amount of Incentive-Based Compensation that would have been received by the Covered Executive had it
been determined based on the restated amounts.
Erroneously Awarded Compensation shall be computed
by the Administrator without regard to any taxes paid by the Covered Executive in respect of the Erroneously Awarded Compensation.
With respect to any compensation plans or programs
that take into account Incentive-Based Compensation, the amount of Erroneously Awarded Compensation subject to recovery hereunder includes,
but is not limited to, the amount contributed to any notional account based on Erroneously Awarded Compensation and any earnings accrued
to date on that notional amount.
For Incentive-Based Compensation based on stock
price or TSR: (a) the Administrator shall determine the amount of Erroneously Awarded Compensation based on a reasonable estimate of the
effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received and (b) the Sponsor
shall maintain documentation of the determination of that reasonable estimate and provide such documentation to NYSE Group, Inc. (“NYSE
Group”).
The Administrator shall determine, in its sole
discretion, the timing and method for promptly recouping Erroneously Awarded Compensation hereunder, which may include without limitation
(a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling prior cash or equity-based awards, whether
vested or unvested or paid or unpaid, (c) cancelling or offsetting against any planned future cash or equity-based awards, (d) forfeiture
of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder
and (e) any other method authorized by applicable law or contract. Subject to compliance with any applicable law, the Administrator may
affect recovery under this Policy from any amount otherwise payable to the Covered Executive, including amounts payable to such individual
under any otherwise applicable Sponsor plan or program, including base salary, bonuses or commissions and compensation previously deferred
by the Covered Executive.
The Trust is authorized and directed pursuant
to this Policy to recoup Erroneously Awarded Compensation in compliance with this Policy unless the Administrator has determined that
recovery would be impracticable solely for the following limited reasons, and subject to the following procedural and disclosure requirements:
| · | The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to
be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on the
expense of enforcement, the Administrator must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such
reasonable attempt(s) to recover and provide that documentation to NYSE Group; |
| · | Recovery would violate home country law of the issuer where that law was adopted prior to November 28,
2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on a violation
of home country law of the issuer, the Administrator must satisfy the applicable opinion and disclosure requirements of Rule 10D-1 and
the Listing Standards; or |
| · | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly
available to employees of the Sponsor, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
| 7. | No Indemnification of Covered Executives |
Notwithstanding the terms of any indemnification
or insurance policy or any contractual arrangement with any Covered Executive that may be interpreted to the contrary, the Trust shall
not indemnify any Covered Executives against the loss of any Erroneously Awarded Compensation, including any payment or reimbursement
for the cost of third-party insurance purchased by any Covered Executives to fund potential clawback obligations under this Policy.
| 8. | Administrator Indemnification |
Any members of the Administrator, and any other
members of the Sponsor who assist in the administration of this Policy, shall not be personally liable for any action, determination or
interpretation made with respect to this Policy and shall be fully indemnified by the Trust to the fullest extent under applicable law
and Trust policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights
to indemnification under applicable law or Trust policy.
| 9. | Effective Date; Retroactive Application |
This Policy shall be effective as of December
1, 2023 (the “Effective Date”). The terms of this Policy shall apply to any Incentive-Based Compensation that is received
by Covered Executives on or after the Effective Date, even if such Incentive-Based Compensation was approved, awarded, granted or paid
to Covered Executives prior to the Effective Date. Without limiting the generality of Section 6 of this Policy, and subject to applicable
law, the Administrator may effect recovery under this Policy from any amount of compensation approved, awarded, granted, payable or paid
to the Covered Executive prior to, on or after the Effective Date.
| 10. | Amendment; Termination |
The Trust may amend, modify, supplement, rescind
or replace all or any portion of this Policy at any time and from time to time in its discretion, and shall amend this Policy as it deems
necessary to comply with applicable law or any rules or standards adopted by a national securities exchange on which the Trust’s
securities are listed.
| 11. | Other Recoupment Rights; Company Claims |
The Trust intends that this Policy shall be
applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies
or rights of recoupment that may be available to the Trust under applicable law or pursuant to the terms of any similar policy in any
employment agreement, equity award agreement or similar agreement and any other legal remedies available to the Trust.
Nothing contained in this Policy, and no recoupment
or recovery as contemplated by this Policy, shall limit any claims, damages or other legal remedies the Trust or any of its affiliates
may have against a Covered Executive arising out of or resulting from any actions or omissions by the Covered Executive.
This Policy shall be binding and enforceable
against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
This Policy and all rights and obligations hereunder
are governed by and construed in accordance with the internal laws of Delaware, excluding any choice of law rules or principles that may
direct the application of the laws of another jurisdiction.
| 14. | Exhibit Filing Requirement |
A copy of this Policy and any amendments thereto
shall be filed as an exhibit to each Trust’s annual report, if applicable.
v3.24.0.1
Cover - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2023 |
Feb. 26, 2024 |
Jun. 30, 2023 |
Cover [Abstract] |
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10-K
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FY
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Document Fiscal Year Focus |
2023
|
|
|
Current Fiscal Year End Date |
--12-31
|
|
|
Entity File Number |
001-34590
|
|
|
Entity Registrant Name |
abrdn Platinum ETF Trust
|
|
|
Entity Central Index Key |
0001460235
|
|
|
Entity Tax Identification Number |
26-4732885
|
|
|
Entity Incorporation, State or Country Code |
NY
|
|
|
Entity Address, Address Line One |
1900 Market Street
|
|
|
Entity Address, Address Line Two |
Suite 200
|
|
|
Entity Address, City or Town |
Philadelphia
|
|
|
Entity Address, State or Province |
PA
|
|
|
Entity Address, Postal Zip Code |
19103
|
|
|
City Area Code |
(844)
|
|
|
Local Phone Number |
383-7289
|
|
|
Title of 12(b) Security |
abrdn Physical Platinum Shares ETF
|
|
|
Trading Symbol |
PPLT
|
|
|
Security Exchange Name |
NYSEArca
|
|
|
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Yes
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|
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No
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KPMG LLP
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New
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v3.24.0.1
Statements of Assets and Liabilities - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
ASSETS |
|
|
|
Investment in platinum (cost: December 31, 2023: $964,036; December 31, 2022: $1,028,086) |
|
$ 997,955,000
|
$ 1,097,107,000
|
Total assets |
|
997,955,000
|
1,097,107,000
|
LIABILITIES |
|
|
|
Fees payable to Sponsor |
|
509,494
|
554,247
|
Total liabilities |
|
509,000
|
554,000
|
NET ASSETS |
[1] |
$ 997,446,000
|
$ 1,096,553,000
|
|
|
X |
- DefinitionCarrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
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v3.24.0.1
Statements of Assets and Liabilities (Parenthetical) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Statement of Financial Position [Abstract] |
|
|
Investment in platinum at cost |
$ 964,036
|
$ 1,028,086
|
Common stock, shares authorized |
Unlimited
|
Unlimited
|
Common stock, no par value (in dollars per share) |
$ 0
|
$ 0
|
Common stock, shares issued |
10,850,000
|
11,500,000
|
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10,850,000
|
11,500,000
|
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$ 91.93
|
$ 95.35
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v3.24.0.1
Schedules of Investments $ in Thousands |
Dec. 31, 2023
USD ($)
oz
|
Dec. 31, 2022
USD ($)
oz
|
Investment in platinum | oz |
|
997,955.2
|
1,064,119.5
|
Cost |
|
$ 964,036
|
$ 1,028,086
|
Fair Value |
|
$ 997,955
|
$ 1,097,107
|
% of Net Assets |
|
100.05%
|
100.05%
|
Less liabilities |
|
$ (509)
|
$ (554)
|
Less liabilities, % of Net Assets |
|
(0.05%)
|
(0.05%)
|
Net Assets |
[1] |
$ 997,446
|
$ 1,096,553
|
Net Assets, % of Net Assets |
|
100.00%
|
100.00%
|
Platinum, Ounces |
|
|
|
Investment in platinum | oz |
|
997,955.2
|
1,064,119.5
|
Cost |
|
$ 964,036
|
$ 1,028,086
|
Fair Value |
|
$ 997,955
|
$ 1,097,107
|
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|
100.05%
|
100.05%
|
|
|
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v3.24.0.1
Statements of Operations - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
EXPENSES |
|
|
|
Sponsor’s Fee |
$ 5,772,056
|
$ 6,556,049
|
$ 8,241,060
|
Total expenses |
5,772,000
|
6,556,000
|
8,241,000
|
Net investment loss |
(5,772,000)
|
(6,556,000)
|
(8,241,000)
|
REALIZED AND UNREALIZED GAINS / (LOSSES) |
|
|
|
Realized gain / (loss) on platinum transferred to pay expenses |
6,000
|
(88,000)
|
1,049,000
|
Realized gain / (loss) on platinum distributed for the redemption of Shares |
8,064,000
|
(6,458,000)
|
18,560,000
|
Change in unrealized gain / (loss) on investment in platinum |
(35,102,000)
|
76,535,000
|
(156,178,000)
|
Change in unrealized gain / (loss) on unsettled creations or redemptions |
|
30,000
|
(30,000)
|
Total gain / (loss) on investment in platinum |
(27,032,000)
|
70,019,000
|
(136,599,000)
|
Change in net assets from operations |
$ (32,804,000)
|
$ 63,493,000
|
$ (144,840,000)
|
Net increase / (decrease) in net assets per Share |
$ (3.05)
|
$ 5.19
|
$ (10.77)
|
Weighted average number of Shares |
10,763,562
|
12,223,973
|
13,446,986
|
X |
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v3.24.0.1
Statements of Changes in Net Assets - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Statement of Stockholders' Equity [Abstract] |
|
|
|
Opening balance (in shares) |
11,500,000
|
12,700,000
|
13,300,000
|
Opening balance |
$ 1,096,553
|
$ 1,133,207
|
$ 1,329,607
|
Net investment loss |
(5,772)
|
(6,556)
|
(8,241)
|
Realized gain / (loss) on investment in platinum |
8,070
|
(6,546)
|
19,609
|
Change in unrealized (loss) / gain on investment in platinum |
(35,102)
|
76,535
|
(156,178)
|
Change in unrealized gain / (loss) on unsettled creations or redemptions |
|
$ 30
|
$ (30)
|
Creations (in shares) |
1,500,000
|
1,800,000
|
1,300,000
|
Creations |
$ 133,843
|
$ 162,838
|
$ 137,616
|
Redemptions (in shares) |
(2,150,000)
|
(3,000,000)
|
(1,900,000)
|
Redemptions |
$ (200,146)
|
$ (262,955)
|
$ (189,176)
|
Closing balance (in shares) |
10,850,000
|
11,500,000
|
12,700,000
|
Closing balance |
$ 997,446
|
$ 1,096,553
|
$ 1,133,207
|
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v3.24.0.1
Financial Highlights - $ / shares
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Per Share Performance (for a Share outstanding throughout the entire period) |
|
|
|
Net asset value per Share at beginning of period |
$ 95.35
|
$ 89.23
|
$ 99.97
|
Income from investment operations: |
|
|
|
Net investment loss |
(0.54)
|
(0.54)
|
(0.61)
|
Total realized and unrealized gains or losses on investment in platinum |
(2.88)
|
6.66
|
(10.13)
|
Change in net assets from operations |
(3.42)
|
6.12
|
(10.74)
|
Net asset value per Share at end of period |
$ 91.93
|
$ 95.35
|
$ 89.23
|
Weighted average number of Shares |
10,763,562
|
12,223,973
|
13,446,986
|
Expense ratio |
0.60%
|
0.60%
|
0.60%
|
Net investment loss ratio |
(0.60%)
|
(0.60%)
|
(0.60%)
|
Total return, net asset value |
(3.59%)
|
6.86%
|
(10.74%)
|
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v3.24.0.1
Organization
|
12 Months Ended |
Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Organization |
1.
Organization
The
abrdn Platinum ETF Trust (the “Trust”) is a common law trust formed on December 30, 2009 under New York law pursuant
to a depositary trust agreement (the “Trust Agreement”) executed by abrdn ETFs Sponsor LLC (the “Sponsor”)
and The Bank of New York Mellon as Trustee (the “Trustee”). The Trust holds platinum and issues abrdn Physical Platinum
Shares ETF (“Shares”) in minimum blocks of 50,000 Shares (also referred to as “Baskets”) in exchange for
deposits of platinum and distributes platinum in connection with the redemption of Baskets. Shares represent units of fractional
undivided beneficial interest in and ownership of the Trust which are issued by the Trust. The Sponsor is a Delaware limited liability
company and a wholly-owned subsidiary of abrdn Inc., which is a wholly-owned indirect subsidiary of abrdn plc. The Trust is governed
by the Trust Agreement.
Effective
February 28, 2023, Andrea Melia resigned as Treasurer and Chief Financial Officer of the Sponsor. Ms. Melia had served as Principal
Financial Officer of the Registrant. Effective February 28, 2023, Brian Kordeck was appointed Treasurer and Chief Financial Officer
of the Sponsor. Mr. Kordeck serves as Principal Financial Officer of the Registrant.
The
investment objective of the Trust is for the Shares to reflect the performance of the price of physical platinum, less the Trust’s
expenses and liabilities. The Trust is designed to provide an individual owner of beneficial interests in the Shares (a “Shareholder”)
an opportunity to participate in the platinum market through an investment in securities.
|
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v3.24.0.1
Significant Accounting Policies
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
Significant Accounting Policies |
2.
Significant Accounting Policies
The
preparation of financial statements in accordance with U.S. GAAP requires those responsible for preparing financial statements
to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the Trust.
2.1.
Basis of Accounting
The
Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 946, Financial Services—Investment Companies, and has concluded that for
reporting purposes, the Trust is classified as an Investment Company. The Trust is not registered as an investment company under
the Investment Company Act of 1940 and is not required to register under such act.
2.2.
Valuation of Platinum
The
Trust follows the provisions of ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 provides guidance for
determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The
Trust’s platinum is held by JPMorgan Chase Bank, N.A. (the “Custodian”), on behalf of the Trust, at its London,
England vaulting premises. The Trust’s platinum may also be held by UBS AG, or any other firm selected by the Custodian
to hold the Trust’s platinum in the Trust’s allocated account in the firm’s vault premises on a segregated basis
and whose appointment has been approved by the Sponsor. At December 31, 2023, approximately 2.92% of the Trust’s platinum
was held by one or more sub-custodians.
The
Trust’s platinum is recorded at fair value. The cost of platinum is determined according to the average cost method and
the fair value is based on the afternoon session of the twice daily fix of an ounce of platinum administered by the London Metal
Exchange (“LME”). Realized gains and losses on transfers of platinum, or platinum distributed for the redemption of
Shares, are calculated on a trade date basis as the difference between the fair value and average cost of platinum transferred.
The
LME is responsible for the administration of the electronic platinum price fixing system (“LMEbullion”) that replicates
electronically the manual London platinum fix processes previously employed by the London Platinum and Palladium Fixing Company
Ltd (“LPPFCL”), as well as providing electronic market clearing processes for platinum bullion transactions at the
fixed prices established by the LME pricing mechanism. LMEbullion, like the previous London platinum fix processes, establishes
and publishes fixed prices for troy ounces of platinum twice each London trading day during fixing sessions beginning at 9:45
a.m. London time (the “LME AM Fix”) and 2:00 p.m. London time (the “LME PM Fix”).
Once
the value of platinum has been determined, the net asset value (the “NAV”) is computed by the Trustee by deducting
all accrued fees, expenses and other liabilities of the Trust, including the remuneration due to the Sponsor (the “Sponsor’s
Fee”), from the fair value of the platinum and all other assets held by the Trust.
The
Trust recognizes changes in fair value of the investment in platinum as changes in unrealized gains or losses on investment in
platinum through the Statement of Operations.
The
per Share amount of platinum exchanged for a purchase or redemption is calculated daily by the Trustee using the LME PM Fix to
calculate the platinum amount in respect of any liabilities for which covering platinum sales have not yet been made, and represents
the per Share amount of platinum held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities
and any losses that may have occurred.
Fair
Value Hierarchy
ASC
820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs
are as follows:
–
Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.
–
Level 2. Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either
directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for
similar instruments and similar data.
–
Level 3. Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing
the Trust’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability,
and that would be based on the best information available.
To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination
of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for
instruments categorized in level 3.
The
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the
lowest level input that is significant to the fair value measurement in its entirety.
The
Trust’s investment in platinum is classified as a level 1 asset, as its value is calculated using unadjusted quoted prices
from primary market sources.
The
categorization of the Trust’s assets is as shown below:
(Amounts in 000’s of US$) | |
December 31,
2023 | | |
December 31,
2022 | |
| |
| | |
| |
Level 1 | |
| | | |
| | |
Investment in platinum | |
$ | 997,955 | | |
$ | 1,097,107 | |
| |
| | | |
| | |
There were no transfers between levels during the years ended December 31, 2023 and 2022.
2.3.
Platinum Receivable and Payable
Platinum
receivable or payable represents the quantity of platinum covered by contractually binding orders for the creation or redemption
of Shares respectively, where the platinum has not yet been transferred to or from the Trust’s account. Generally, ownership
of platinum is transferred within two business days of the trade date. At December 31, 2023, the Trust had no platinum receivable
or payable for the creation or redemption of Shares. At December 31, 2022, the Trust had no platinum receivable or payable for
the creation or redemption of Shares.
2.4.
Creations and Redemptions of Shares
The
Trust expects to create and redeem Shares from time to time, but only in one or more Baskets (a Basket equals a block of 50,000
Shares). The Trust issues Shares in Baskets to Authorized Participants on an ongoing basis. Individual investors cannot purchase
or redeem Shares in direct transactions with the Trust. An Authorized Participant is a person who (1) is a registered broker-dealer
or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer
to engage in securities transactions; (2) is a participant in The Depository Trust Company; (3) has entered into an Authorized
Participant Agreement with the Trustee and the Sponsor; and (4) has established an Authorized Participant Unallocated Account
with the Trust’s Custodian or other platinum bullion clearing bank. An Authorized Participant Agreement is an agreement
entered into by each Authorized Participant, the Sponsor and the Trustee which provides the procedures for the creation and redemption
of Baskets and for the delivery of the platinum required for such creations and redemptions. An Authorized Participant Unallocated
Account is an unallocated platinum account, either loco London or loco Zurich, established with the Custodian or a platinum bullion
clearing bank by an Authorized Participant.
The
creation and redemption of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of
the amount of platinum represented by the Baskets being created or redeemed, the amount of which is based on the combined NAV
of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem
Baskets is properly received.
Authorized
Participants may, on any business day, place an order with the Trustee to create or redeem one or more Baskets. The typical settlement
period for Shares is two business days. In the event of a trade date at period end, where a settlement is pending, a respective
account receivable and/or payable will be recorded. When platinum is exchanged in settlement of a redemption, it is considered
a sale of platinum for financial statement purposes.
The
amount of platinum represented by the Baskets created or redeemed can only be settled to the nearest 1/1000th of an ounce. As
a result, the value attributed to the creation or redemption of Shares may differ from the value of platinum to be delivered or
distributed by the Trust. In order to ensure that the correct amount of platinum is available at all times to back the Shares,
the Sponsor accepts an adjustment to its Sponsor Fee in the event of any shortfall or excess on each transaction. For each transaction,
this amount is not more than 1/1000th of an ounce of platinum.
As
the Shares of the Trust are subject to redemption at the option of Authorized Participants, the Trust has classified the outstanding
Shares as Net Assets. Changes in the number of Shares outstanding are presented in the Statement of Changes in Net Assets.
2.5.
Income Taxes
The
Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself will
not be subject to U.S. federal income tax. Instead, the Trust’s income and expenses will “flow through” to the
Shareholders, and the Trustee will report the Trust’s proceeds, income, deductions, gains, and losses to the Internal Revenue
Service on that basis.
The
Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined
that no reserves for uncertain tax positions are required as of December 31, 2023 or December 31, 2022.
2.6.
Investment in Platinum
Changes
in ounces of platinum and their respective values for the years ended December 31, 2023 and 2022 are set out below:
| |
Year Ended December 31, 2023 | | |
Year Ended December 31, 2022 | |
(Amounts in 000’s of US$, except for ounces data) | |
| | | |
| | |
Ounces of platinum | |
| | | |
| | |
Opening balance | |
| 1,064,119.5 | | |
| 1,186,927.7 | |
Creations | |
| 138,302.0 | | |
| 167,029.4 | |
Redemptions | |
| (198,464.3 | ) | |
| (282,927.6 | ) |
Transfers of platinum to pay expenses | |
| (6,002.0 | ) | |
| (6,910.0 | ) |
Closing balance | |
| 997,955.2 | | |
| 1,064,119.5 | |
| |
| | | |
| | |
Investment in platinum | |
| | | |
| | |
Opening balance | |
$ | 1,097,107 | | |
$ | 1,138,264 | |
Creations | |
| 133,843 | | |
| 162,838 | |
Redemptions | |
| (200,146 | ) | |
| (267,416 | ) |
Realized gain / (loss) on platinum distributed for the redemption of Shares | |
| 8,064 | | |
| (6,458 | ) |
Transfers of platinum to pay expenses | |
| (5,817 | ) | |
| (6,598 | ) |
Realized gain / (loss) on platinum transferred to pay expenses | |
| 6 | | |
| (88 | ) |
Change in unrealized (loss) / gain on investment in platinum | |
| (35,102 | ) | |
| 76,535 | |
Change in unrealized gain on unsettled creations or redemptions | |
| — | | |
| 30 | |
Closing balance | |
$ | 997,955 | | |
$ | 1,097,107 | |
2.7.
Expenses / Realized Gains / Losses
The
primary expense of the Trust is the Sponsor’s Fee, which is paid by the Trust through in-kind transfers of platinum to the
Sponsor.
The
Trust will transfer platinum to the Sponsor to pay the Sponsor’s Fee that accrues daily at an annualized rate equal to %
of the adjusted daily net asset value (“ANAV”) of the Trust, paid monthly in arrears.
The
Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly
fee and out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing
fees, United States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs,
audit fees and up to $ per annum in legal expenses.
For
the year ended December 31, 2023, 2022 and 2021, the Sponsor’s Fee was $, $ and $, respectively.
At
December 31, 2023 and at December 31, 2022, the fees payable to the Sponsor were $509,494 and $554,247, respectively.
With
respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion,
sell the Trust’s platinum as necessary to pay these expenses. When selling platinum to pay expenses, the Trustee will endeavor
to sell the smallest amounts of platinum needed to pay these expenses in order to minimize the Trust’s holdings of assets
other than platinum. Other than the Sponsor’s Fee, the Trust had no expenses during the years ended December 31, 2023 and
2022.
Unless
otherwise directed by the Sponsor, when selling platinum the Trustee will endeavor to sell at the price established by the LME
PM Fix. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive
the most favorable price and execution of orders. The Custodian may be the purchaser of such platinum only if the sale transaction
is made at the next LME PM Fix or such other publicly available price that the Sponsor deems fair, in each case as set following
the sale order. A gain or loss is recognized based on the difference between the selling price and the average cost of the platinum
sold. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale.
Realized
gains and losses result from the transfer of platinum for Share redemptions and / or to pay expenses and are recognized on a trade
date basis as the difference between the fair value and average cost of platinum transferred.
2.8.
Subsequent Events
In
accordance with the provisions set forth in FASB ASC 855-10, Subsequent Events, the Trust’s management has evaluated
the possibility of subsequent events impacting the Trust’s financial statements through the filing date. During this period,
no material subsequent events requiring adjustment to or disclosure in the financial statements were identified.
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v3.24.0.1
Related Parties
|
12 Months Ended |
Dec. 31, 2023 |
Related Party Transactions [Abstract] |
|
Related Parties |
3.
Related Parties
The
Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee and the Custodian and their affiliates
may from time to time act as Authorized Participants and purchase or sell Shares for their own account, as agent for their customers
and for accounts over which they exercise investment discretion. In addition, the Trustee and the Custodian and their affiliates
may from time to time purchase or sell platinum directly, for their own account, as agent for their customers and for accounts
over which they exercise investment discretion. The Trustee’s and Custodian’s fees are paid by the Sponsor and are
not separate expenses of the Trust.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.24.0.1
Concentration of Risk
|
12 Months Ended |
Dec. 31, 2023 |
Risks and Uncertainties [Abstract] |
|
Concentration of Risk |
4.
Concentration of Risk
The
Trust’s sole business activity is the investment in platinum, and substantially all the Trust’s assets are holdings
of platinum, which creates a concentration of risk associated with fluctuations in the price of platinum. Several factors could
affect the price of platinum, including: (i) global platinum supply and demand, which is influenced by factors such as production
and cost levels in major platinum producing countries, recycling, autocatalyst demand, industrial demand, jewelry demand and investment
demand; (ii) investors’ expectations with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest
rates; (v) investment and trading activities of hedge funds and commodity funds; and (vi) global or regional political, economic
or financial events and situations. In addition, there is no assurance that platinum will maintain its long-term value in terms
of purchasing power in the future. In the event that the price of platinum declines, the Sponsor expects the value of an investment
in the Shares to decline proportionately. Each of these events could have a material effect on the Trust’s financial position
and results of operations.
|
X |
- DefinitionThe entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
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v3.24.0.1
Indemnification
|
12 Months Ended |
Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Indemnification |
5.
Indemnification
Under
the Trust’s organizational documents, the Trustee (and its directors, employees and agents) and the Sponsor (and its members,
managers, directors, officers, employees and affiliates) are indemnified by the Trust against any liability, cost or expense it
incurs without gross negligence, bad faith, willful misconduct or willful malfeasance on its part and without reckless disregard
on its part of its obligations and duties under the Trust’s organizational documents. The Trust’s maximum exposure
under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
|
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.24.0.1
Significant Accounting Policies (Policies)
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
Basis of Accounting |
2.1.
Basis of Accounting
The
Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 946, Financial Services—Investment Companies, and has concluded that for
reporting purposes, the Trust is classified as an Investment Company. The Trust is not registered as an investment company under
the Investment Company Act of 1940 and is not required to register under such act.
|
Valuation of Platinum |
2.2.
Valuation of Platinum
The
Trust follows the provisions of ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 provides guidance for
determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The
Trust’s platinum is held by JPMorgan Chase Bank, N.A. (the “Custodian”), on behalf of the Trust, at its London,
England vaulting premises. The Trust’s platinum may also be held by UBS AG, or any other firm selected by the Custodian
to hold the Trust’s platinum in the Trust’s allocated account in the firm’s vault premises on a segregated basis
and whose appointment has been approved by the Sponsor. At December 31, 2023, approximately 2.92% of the Trust’s platinum
was held by one or more sub-custodians.
The
Trust’s platinum is recorded at fair value. The cost of platinum is determined according to the average cost method and
the fair value is based on the afternoon session of the twice daily fix of an ounce of platinum administered by the London Metal
Exchange (“LME”). Realized gains and losses on transfers of platinum, or platinum distributed for the redemption of
Shares, are calculated on a trade date basis as the difference between the fair value and average cost of platinum transferred.
The
LME is responsible for the administration of the electronic platinum price fixing system (“LMEbullion”) that replicates
electronically the manual London platinum fix processes previously employed by the London Platinum and Palladium Fixing Company
Ltd (“LPPFCL”), as well as providing electronic market clearing processes for platinum bullion transactions at the
fixed prices established by the LME pricing mechanism. LMEbullion, like the previous London platinum fix processes, establishes
and publishes fixed prices for troy ounces of platinum twice each London trading day during fixing sessions beginning at 9:45
a.m. London time (the “LME AM Fix”) and 2:00 p.m. London time (the “LME PM Fix”).
Once
the value of platinum has been determined, the net asset value (the “NAV”) is computed by the Trustee by deducting
all accrued fees, expenses and other liabilities of the Trust, including the remuneration due to the Sponsor (the “Sponsor’s
Fee”), from the fair value of the platinum and all other assets held by the Trust.
The
Trust recognizes changes in fair value of the investment in platinum as changes in unrealized gains or losses on investment in
platinum through the Statement of Operations.
The
per Share amount of platinum exchanged for a purchase or redemption is calculated daily by the Trustee using the LME PM Fix to
calculate the platinum amount in respect of any liabilities for which covering platinum sales have not yet been made, and represents
the per Share amount of platinum held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities
and any losses that may have occurred.
Fair
Value Hierarchy
ASC
820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs
are as follows:
–
Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.
–
Level 2. Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either
directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for
similar instruments and similar data.
–
Level 3. Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing
the Trust’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability,
and that would be based on the best information available.
To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination
of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for
instruments categorized in level 3.
The
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the
lowest level input that is significant to the fair value measurement in its entirety.
The
Trust’s investment in platinum is classified as a level 1 asset, as its value is calculated using unadjusted quoted prices
from primary market sources.
The
categorization of the Trust’s assets is as shown below:
(Amounts in 000’s of US$) | |
December 31,
2023 | | |
December 31,
2022 | |
| |
| | |
| |
Level 1 | |
| | | |
| | |
Investment in platinum | |
$ | 997,955 | | |
$ | 1,097,107 | |
| |
| | | |
| | |
There were no transfers between levels during the years ended December 31, 2023 and 2022.
|
Platinum Receivable and Payable |
2.3.
Platinum Receivable and Payable
Platinum
receivable or payable represents the quantity of platinum covered by contractually binding orders for the creation or redemption
of Shares respectively, where the platinum has not yet been transferred to or from the Trust’s account. Generally, ownership
of platinum is transferred within two business days of the trade date. At December 31, 2023, the Trust had no platinum receivable
or payable for the creation or redemption of Shares. At December 31, 2022, the Trust had no platinum receivable or payable for
the creation or redemption of Shares.
|
Creations and Redemptions of Shares |
2.4.
Creations and Redemptions of Shares
The
Trust expects to create and redeem Shares from time to time, but only in one or more Baskets (a Basket equals a block of 50,000
Shares). The Trust issues Shares in Baskets to Authorized Participants on an ongoing basis. Individual investors cannot purchase
or redeem Shares in direct transactions with the Trust. An Authorized Participant is a person who (1) is a registered broker-dealer
or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer
to engage in securities transactions; (2) is a participant in The Depository Trust Company; (3) has entered into an Authorized
Participant Agreement with the Trustee and the Sponsor; and (4) has established an Authorized Participant Unallocated Account
with the Trust’s Custodian or other platinum bullion clearing bank. An Authorized Participant Agreement is an agreement
entered into by each Authorized Participant, the Sponsor and the Trustee which provides the procedures for the creation and redemption
of Baskets and for the delivery of the platinum required for such creations and redemptions. An Authorized Participant Unallocated
Account is an unallocated platinum account, either loco London or loco Zurich, established with the Custodian or a platinum bullion
clearing bank by an Authorized Participant.
The
creation and redemption of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of
the amount of platinum represented by the Baskets being created or redeemed, the amount of which is based on the combined NAV
of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem
Baskets is properly received.
Authorized
Participants may, on any business day, place an order with the Trustee to create or redeem one or more Baskets. The typical settlement
period for Shares is two business days. In the event of a trade date at period end, where a settlement is pending, a respective
account receivable and/or payable will be recorded. When platinum is exchanged in settlement of a redemption, it is considered
a sale of platinum for financial statement purposes.
The
amount of platinum represented by the Baskets created or redeemed can only be settled to the nearest 1/1000th of an ounce. As
a result, the value attributed to the creation or redemption of Shares may differ from the value of platinum to be delivered or
distributed by the Trust. In order to ensure that the correct amount of platinum is available at all times to back the Shares,
the Sponsor accepts an adjustment to its Sponsor Fee in the event of any shortfall or excess on each transaction. For each transaction,
this amount is not more than 1/1000th of an ounce of platinum.
As
the Shares of the Trust are subject to redemption at the option of Authorized Participants, the Trust has classified the outstanding
Shares as Net Assets. Changes in the number of Shares outstanding are presented in the Statement of Changes in Net Assets.
|
Income Taxes |
2.5.
Income Taxes
The
Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself will
not be subject to U.S. federal income tax. Instead, the Trust’s income and expenses will “flow through” to the
Shareholders, and the Trustee will report the Trust’s proceeds, income, deductions, gains, and losses to the Internal Revenue
Service on that basis.
The
Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined
that no reserves for uncertain tax positions are required as of December 31, 2023 or December 31, 2022.
|
Investment in Platinum |
2.6.
Investment in Platinum
Changes
in ounces of platinum and their respective values for the years ended December 31, 2023 and 2022 are set out below:
| |
Year Ended December 31, 2023 | | |
Year Ended December 31, 2022 | |
(Amounts in 000’s of US$, except for ounces data) | |
| | | |
| | |
Ounces of platinum | |
| | | |
| | |
Opening balance | |
| 1,064,119.5 | | |
| 1,186,927.7 | |
Creations | |
| 138,302.0 | | |
| 167,029.4 | |
Redemptions | |
| (198,464.3 | ) | |
| (282,927.6 | ) |
Transfers of platinum to pay expenses | |
| (6,002.0 | ) | |
| (6,910.0 | ) |
Closing balance | |
| 997,955.2 | | |
| 1,064,119.5 | |
| |
| | | |
| | |
Investment in platinum | |
| | | |
| | |
Opening balance | |
$ | 1,097,107 | | |
$ | 1,138,264 | |
Creations | |
| 133,843 | | |
| 162,838 | |
Redemptions | |
| (200,146 | ) | |
| (267,416 | ) |
Realized gain / (loss) on platinum distributed for the redemption of Shares | |
| 8,064 | | |
| (6,458 | ) |
Transfers of platinum to pay expenses | |
| (5,817 | ) | |
| (6,598 | ) |
Realized gain / (loss) on platinum transferred to pay expenses | |
| 6 | | |
| (88 | ) |
Change in unrealized (loss) / gain on investment in platinum | |
| (35,102 | ) | |
| 76,535 | |
Change in unrealized gain on unsettled creations or redemptions | |
| — | | |
| 30 | |
Closing balance | |
$ | 997,955 | | |
$ | 1,097,107 | |
|
Expenses / Realized Gains / Losses |
2.7.
Expenses / Realized Gains / Losses
The
primary expense of the Trust is the Sponsor’s Fee, which is paid by the Trust through in-kind transfers of platinum to the
Sponsor.
The
Trust will transfer platinum to the Sponsor to pay the Sponsor’s Fee that accrues daily at an annualized rate equal to %
of the adjusted daily net asset value (“ANAV”) of the Trust, paid monthly in arrears.
The
Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly
fee and out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing
fees, United States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs,
audit fees and up to $ per annum in legal expenses.
For
the year ended December 31, 2023, 2022 and 2021, the Sponsor’s Fee was $, $ and $, respectively.
At
December 31, 2023 and at December 31, 2022, the fees payable to the Sponsor were $509,494 and $554,247, respectively.
With
respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion,
sell the Trust’s platinum as necessary to pay these expenses. When selling platinum to pay expenses, the Trustee will endeavor
to sell the smallest amounts of platinum needed to pay these expenses in order to minimize the Trust’s holdings of assets
other than platinum. Other than the Sponsor’s Fee, the Trust had no expenses during the years ended December 31, 2023 and
2022.
Unless
otherwise directed by the Sponsor, when selling platinum the Trustee will endeavor to sell at the price established by the LME
PM Fix. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive
the most favorable price and execution of orders. The Custodian may be the purchaser of such platinum only if the sale transaction
is made at the next LME PM Fix or such other publicly available price that the Sponsor deems fair, in each case as set following
the sale order. A gain or loss is recognized based on the difference between the selling price and the average cost of the platinum
sold. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale.
Realized
gains and losses result from the transfer of platinum for Share redemptions and / or to pay expenses and are recognized on a trade
date basis as the difference between the fair value and average cost of platinum transferred.
|
Subsequent Events |
2.8.
Subsequent Events
In
accordance with the provisions set forth in FASB ASC 855-10, Subsequent Events, the Trust’s management has evaluated
the possibility of subsequent events impacting the Trust’s financial statements through the filing date. During this period,
no material subsequent events requiring adjustment to or disclosure in the financial statements were identified.
|
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v3.24.0.1
Significant Accounting Policies (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
The categorization of the Trust’s assets is as shown below: |
The
categorization of the Trust’s assets is as shown below:
(Amounts in 000’s of US$) | |
December 31,
2023 | | |
December 31,
2022 | |
| |
| | |
| |
Level 1 | |
| | | |
| | |
Investment in platinum | |
$ | 997,955 | | |
$ | 1,097,107 | |
| |
| | | |
| | |
|
Changes in ounces of platinum and their respective values for the years ended December 31, 2023 and 2022 are set out below: |
Changes
in ounces of platinum and their respective values for the years ended December 31, 2023 and 2022 are set out below:
| |
Year Ended December 31, 2023 | | |
Year Ended December 31, 2022 | |
(Amounts in 000’s of US$, except for ounces data) | |
| | | |
| | |
Ounces of platinum | |
| | | |
| | |
Opening balance | |
| 1,064,119.5 | | |
| 1,186,927.7 | |
Creations | |
| 138,302.0 | | |
| 167,029.4 | |
Redemptions | |
| (198,464.3 | ) | |
| (282,927.6 | ) |
Transfers of platinum to pay expenses | |
| (6,002.0 | ) | |
| (6,910.0 | ) |
Closing balance | |
| 997,955.2 | | |
| 1,064,119.5 | |
| |
| | | |
| | |
Investment in platinum | |
| | | |
| | |
Opening balance | |
$ | 1,097,107 | | |
$ | 1,138,264 | |
Creations | |
| 133,843 | | |
| 162,838 | |
Redemptions | |
| (200,146 | ) | |
| (267,416 | ) |
Realized gain / (loss) on platinum distributed for the redemption of Shares | |
| 8,064 | | |
| (6,458 | ) |
Transfers of platinum to pay expenses | |
| (5,817 | ) | |
| (6,598 | ) |
Realized gain / (loss) on platinum transferred to pay expenses | |
| 6 | | |
| (88 | ) |
Change in unrealized (loss) / gain on investment in platinum | |
| (35,102 | ) | |
| 76,535 | |
Change in unrealized gain on unsettled creations or redemptions | |
| — | | |
| 30 | |
Closing balance | |
$ | 997,955 | | |
$ | 1,097,107 | |
|
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- DefinitionThe minimum block of shares that can be created or redeemed against bullion deposits or distributions.
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v3.24.0.1
Changes in ounces of platinum and their respective values for the years ended December 31, 2023 and 2022 are set out below: (Details) $ in Thousands |
12 Months Ended |
Dec. 31, 2023
USD ($)
oz
|
Dec. 31, 2022
USD ($)
oz
|
Dec. 31, 2021
USD ($)
oz
|
Accounting Policies [Abstract] |
|
|
|
Opening balance | oz |
1,064,119.5
|
1,186,927.7
|
|
Creations | oz |
138,302.0
|
167,029.4
|
|
Redemptions | oz |
(198,464.3)
|
(282,927.6)
|
|
Transfers of platinum to pay expenses | oz |
(6,002.0)
|
(6,910.0)
|
|
Closing balance | oz |
997,955.2
|
1,064,119.5
|
1,186,927.7
|
Opening balance |
$ 1,097,107
|
$ 1,138,264
|
|
Creations |
133,843
|
162,838
|
|
Redemptions |
(200,146)
|
(267,416)
|
|
Realized gain / (loss) on platinum distributed for the redemption of Shares |
8,064
|
(6,458)
|
$ 18,560
|
Transfers of platinum to pay expenses |
(5,817)
|
(6,598)
|
|
Realized gain / (loss) on platinum transferred to pay expenses |
6
|
(88)
|
1,049
|
Change in unrealized (loss) / gain on investment in platinum |
(35,102)
|
76,535
|
(156,178)
|
Change in unrealized gain on unsettled creations or redemptions |
|
30
|
(30)
|
Closing balance |
$ 997,955
|
$ 1,097,107
|
$ 1,138,264
|
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v3.24.0.1
Significant Accounting Policies (Details Narrative) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Accounting Policies [Abstract] |
|
|
|
Percentage of platinum held by sub-custodians |
2.92%
|
|
|
Platinum receivable |
$ 0
|
$ 0
|
|
Platinum payable |
$ 0
|
0
|
|
Minimum block of shares issued redeemed against platinum |
50,000
|
|
|
Reserve for uncertain tax positions |
$ 0
|
$ 0
|
|
Expense ratio |
0.60%
|
0.60%
|
0.60%
|
Maximum sponsor fee for legal expenses |
$ 100,000
|
|
|
Sponsor's Fee |
5,772,056
|
$ 6,556,049
|
$ 8,241,060
|
Fees payable to Sponsor |
509,494
|
554,247
|
|
All other expenses |
$ 0
|
$ 0
|
|
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Abrdn Palladium ETF (AMEX:PPLT)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Abrdn Palladium ETF (AMEX:PPLT)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024