TIDMSGLD
RNS Number : 7783I
Source Physical Markets Plc
23 March 2018
Final Terms dated 23 March 2018
Gold - Series 1
SOURCE PHYSICAL MARKETS PLC
Issue of 1,900 Secured Gold-Linked Certificates due 2100
under the
Secured Precious Metals-Linked Certificates Programme
The Base Prospectus referred to below (as completed by these
Final Terms) has been prepared on the basis that, except as
provided in sub-paragraph (ii) below, any offer of Certificates in
any Member State of the European Economic Area which has
implemented the Directive 2003/71/EC, as amended (the "Prospectus
Directive") (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a
prospectus for offers of the Certificates. Accordingly any person
making or intending to make an offer of the Certificates may only
do so in:
(i) in circumstances in which no obligation arises for the
Issuer or any Authorised Participant to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer; or
(ii) in those Public Offer Jurisdictions mentioned in Part A
below and that such offer is made during the Offer Period specified
for such purpose therein.
Neither the Issuer nor any Authorised Participant has
authorised, nor do they authorise, the making of any offer of
Certificates in any other circumstances.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions (the "Conditions") set forth in the Base
Prospectus dated 30 March 2017 which constitutes a base prospectus
(the "Base Prospectus") for the purposes of the Prospectus
Directive. This document constitutes the Final Terms of the
Certificates described herein for the purposes of Article 5(4) of
the Prospectus Directive. These Final Terms contain the final terms
of the Tranche of Certificates described herein and must be read in
conjunction with such Base Prospectus.
Full information on the Issuer and the offer of the Tranche of
Certificates described herein is only available on the basis of the
combination of these Final Terms and the Base Prospectus. The Base
Prospectus is available for viewing at www.ise.ie and
www.sourceetf.com and during normal business hours at 6(th) Floor,
Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland. A summary
of the individual issue is annexed to these Final Terms.
1. Issuer: Source Physical Markets
plc
2. Issue Date: 23 March 2018
3. Final Maturity Date: 31 December, 2100
4. Underlying Precious Metal: Gold
5. Initial Per Certificate 0.1 fine troy ounces Gold
Entitlement to Underlying (being the Per Certificate
Precious Metal as at the Entitlement to Gold of the
Issue Date: Certificates already in
issue, as at the Issue Date)
6. Reduction Percentage: 0.29 per cent. per annum
7. Rounding Amount: The nearest 1000 of a fine
troy ounce.
8. Issue Price: $ 129.5828
9. Settlement (Condition 7): Cash Settlement or Physical
Settlement
10. (a) Names and addresses Located at:
of Authorised Participants: http://www.source.info/investing.html?sessMode=true
(b) Date of Subscription 11(th) April, 2011
Agreement:
11. Total commission and concession: Not Applicable
12. Non-exempt Offer: Not Applicable
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue
and admission to trading on the regulated market of the Irish Stock
Exchange, the regulated market of the London Stock Exchange, the
Regulated Market (General Standard) (Regulierter Markt (General
Standard)) of the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse), the Borsa Italiana ETFplus market of the Italian
Stock Exchange (Borsa Italiana S.p.A.) and Euronext in Amsterdam of
the Certificates described herein pursuant to the Secured Precious
Metals-Linked Certificates Programme of Source Physical Markets
plc.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained
in these Final Terms.
Signed on behalf of Source Physical Markets plc:
By: ............................................
Duly authorised
PART B - OTHER INFORMATION
1. LISTING
(a) Listing Ireland, London, Frankfurt,
Italy and the Netherlands.
(b) Admission to trading Application will be made
by the Issuer (or on its
behalf) for the Certificates
to be admitted to trading
on the regulated market
of the Irish Stock Exchange,
the regulated market of
the London Stock Exchange,
the Regulated Market (General
Standard) (Regulierter Markt
(General Standard)) of the
Frankfurt Stock Exchange
(Frankfurter Wertpapierbörse),
the Borsa Italiana ETFplus
market of the Italian Stock
Exchange (Borsa Italiana
S.p.A) and Euronext in Amsterdam.
This Tranche of Certificates
is fungible with
the Certificates of the
same Series already in
issue which have been admitted
to trading on
the regulated market of
the Irish Stock Exchange,
the regulated market of
the London Stock Exchange,
the Regulated Market (General
Standard) (Regulierter Markt
(General Standard)) of the
Frankfurt Stock Exchange
(Frankfurter Wertpapierbörse),
the Borsa Italiana ETFplus
market of the Italian Stock
Exchange (Borsa Italiana
S.p.A) and Euronext in Amsterdam.
2. EXPENSES OF THE OFFER
Estimate of total expenses Irish Stock Exchange listing:
related to admission to EUR500
trading:
3. OPERATIONAL INFORMATION
ISIN Code: IE00B579F325 and DE000A1MECS1
(for Certificates listed
on the Frankfurt Stock Exchange,
which are issued in accordance
with the terms of the Base
Prospectus, whereby up to
500,000,000 Certificates
may be admitted to the Frankfurt
Stock Exchange.)
Delivery: Delivery against payment.
Summary of Programme
Summaries are made up of disclosure requirements known as
"Elements". These elements are numbered in Sections A-E
(A.1-E.7).
This summary contains all the Elements required to be included
in a summary for this type of securities and Issuer. Because some
Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the
summary because of the type of securities and Issuer, it is
possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is
included in the summary with the mention of "not applicable".
Section A - Introduction and warnings
Element Description Disclosure requirement
of Element
A.1 Standard Warning This summary should be read as an introduction
to this Base Prospectus. Any decision to invest
in the Certificates should be based on consideration
of this Base Prospectus as a whole by the investor.
Where a claim relating to the information contained
in this Base Prospectus is brought before a
court, the plaintiff investor might, under the
national legislation of the Member States, have
to bear the costs of translating this Base Prospectus
before the legal proceedings are initiated.
Civil liability attaches only to those persons
who have tabled the summary including any translation
thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together
with the other parts of this Base Prospectus
or it does not provide, when read together with
the other parts of this Base Prospectus, key
information in order to aid investors when considering
whether to invest in the Certificates.
A.2 Disclosure The Issuer has consented to the use of the Base
of consent Prospectus, and has accepted responsibility
for use of for the content of the Base Prospectus, with
the Base Prospectus respect to subsequent resale or final placement
for subsequent by way of public offer of the Certificates by
resale or final any financial intermediary in any of Austria,
placement of Belgium, Denmark, Finland, France, Germany,
securities Italy, Luxembourg, The Netherlands, Norway,
by financial Portugal, Spain, Sweden and the United Kingdom
intermediaries which is an investment firm within the meaning
of MiFID and which is authorised in accordance
with MiFID in any member state. Such consent
applies to any such resale or final placement
by way of public offer during the period of
12 months from the date of the Base Prospectus
unless such consent is withdrawn prior to that
date by notice published on the website of the
Portfolio Adviser (www.sourceetf.com). Other
than the right of the Issuer to withdraw the
consent, no other conditions are attached to
the consent described in this paragraph.
In the event of an offer being made by a financial
intermediary, this financial intermediary will
provide information to investors on the terms
and conditions of the offer at the time the
offer is made.
Section B - Issuer
Element Description Disclosure requirement
of Element
B.1 Legal and Commercial Source Physical Markets Public Limited Company
Name of the (the "Issuer").
Issuer
B.2 Domicile The Issuer is a public limited liability company
/Legal Form incorporated in Ireland under the Irish Companies
/Legislation Acts 1963 to 2009 (which has been repealed and
/Country of replaced by the Irish Companies Act 2014) with
Incorporation registered number 471344.
B.16 Control of All the issued shares of the Issuer are held
Issuer to the order of Deutsche International Finance
(Ireland) Limited (the "Share Trustee") under
the terms of a declaration of trust dated 12
June 2009 under which the Share Trustee holds
them on trust for charitable purposes. The Share
Trustee has no beneficial interest in and derives
no benefit (other than its fees for acting as
Share Trustee) from its holding of the shares
in the Issuer.
B.17 Credit ratings Not applicable - the Certificates will not be
rated.
B.20 Special Purpose The Issuer has been established as a special
Vehicle purpose vehicle for the purposes of issuing
asset backed securities.
B.21 Principal activities The Issuer is a special purpose vehicle whose
and global sole business is the issue of asset backed securities.
overview of The Issuer has established a programme (the
parties "Programme"), described in the Base Prospectus,
under which it can, from time to time, issue
series (each, a "Series") of secured exchange
traded certificates linked to one of gold, silver,
platinum or palladium (each a "Precious Metal")
(the "Certificates"). Each Series of Certificates
will be separate (or "ring-fenced") from each
other Series of Certificates.
A number of other parties have roles in connection
with the Programme:
Arranger and Portfolio Advisor: Source UK Services
Limited, a private limited company established
in England, will act as the arranger (the "Arranger")
and the portfolio advisor (the "Portfolio Advisor")
in respect of the Programme. As Arranger, Source
UK Services Limited has arranged the establishment
of the Programme for the Issuer and as Portfolio
Advisor, Source UK Services Limited is principally
responsible for providing certain advisory services
Trustee: Deutsche Trustee Company Limited will
act as trustee in respect of each Series of
Certificates (the "Trustee"). The Trustee acts
as trustee for the Certificateholders of each
Series of Certificates and also as security
trustee (holding the benefit of the security
granted by the Issuer over certain of its assets
in respect of a Series on trust for the Certificateholders
and other transaction parties in respect of
that Series).
Portfolio Administrator and Account Bank: Wells
Fargo Bank, N.A., will act as portfolio administrator
(the "Portfolio Administrator") and account
bank (the "Account Bank") in respect of each
Series of Certificates. As Portfolio Administrator
it will make various non-discretionary determinations
that affect the Certificates of a Series, including
but not limited to, determining the Per Certificate
Entitlement for a Series and the Cash Amount
payable or the Delivery Amount deliverable on
a redemption of Certificates. As Account Bank
it will conduct certain money management functions
for the Issuer in relation to all Series of
Certificates.
Principal Paying Agent: Deutsche Bank AG, London
Branch will act as principal paying agent (the
"Principal Paying Agent") in respect of each
Series of Certificates. As principal paying
agent it will make certain payments in respect
of the Certificates.
Custodian: JPMorgan Chase Bank, National Association
will act as custodian (the "Custodian") in respect
of each Series of Certificates. As Custodian,
it will hold in custody at its London vault
premises, on behalf of the Issuer, a quantity
of the relevant Precious Metal relating to such
Series.
Registrar: Computershare Investor Services (Ireland)
Limited will act as registrar (the "Registrar")
in respect of each Series of Certificates. As
Registrar, it will provide registrar and CREST
transfer agency services to the Issuer in connection
with the Certificates.
Precious Metals Counterparty: JPMorgan Chase
Bank, N.A. will act as the precious metals counterparty
(the "Precious Metals Counterparty") to the
Issuer in respect of the purchase and sale of
Precious Metals.
Authorised Participants: Each entity appointed
as an authorised participant under the Programme
(each an "Authorised Participant") is authorised
to subscribe for the Certificates of a Series
in respect of which they are acting as Authorised
Participants in consideration of cash payment,
physical delivery of the relevant Precious Metal
or a combination of both. A Series of Certificates
may have different Authorised Participants to
the other Series, and the Authorised Participants
for a particular Series will be specified in
the Final Terms for that Series.
B.22 No Financial Not applicable - as the Issuer has commenced
Statements operations and prepared financial statements
since incorporation.
B.23 Key historical 31 Dec 31 Dec
financial information 2015 2014
$ $
ASSETS
Cash and cash equivalents 9 234,445 235,953
Other receivables 10 3,166,931 1,587,220
Financial assets
designated at fair
value through profit
or loss 12 1,798,284,838 1,919,987,722
Total assets 1,801,686,214 1,921,810,895
============== ==============
LIABILITIES AND EQUITY
Current Liabilities
Other payables 14 3,804,071 2,262,047
Financial liabilities
designated at fair
value through profit
or loss 13 1,797,824,006 1,919,491,086
Total liabilities 1,801,628,077 1,921,753,133
============== ==============
Shareholders' Funds-Equity
Share capital 15 55,512 55,512
Revenue reserves 2,625 2,250
-------------- --------------
Total equity 58,137 57,762
-------------- --------------
Total liabilities
and equity 1,801,686,214 1,921,810,895
============== ==============
B.24 Material adverse Not Applicable - There has been no material
change adverse change in the prospects of the Issuer
since the date of its last published audited
financial statements.
B.25 Description The underlying assets for a Series of Certificates
of underlying is the specified pool of a particular Precious
assets Metal recorded in the relevant custody accounts
of the Issuer with the Custodian from time to
time. On any date, such pool is expected to
comprise an amount of the relevant Precious
Metal no less than the aggregate of the Per
Certificate Entitlement to such Precious Metal
for all outstanding Certificates of such Series.
"Per Certificate Entitlement" means the per
Certificate entitlement to the underlying Precious
Metal specified in the Final Terms (the "Initial
Per Certificate Entitlement") which is thereafter
reduced by the Reduction Percentage.
"Reduction Percentage" means the percentage
rate by which the Initial Per Certificate Entitlement
will reduce on a daily basis on the assumption
that the daily rate will be the per annum rate
specified in the Final Terms divided by 365
and applied accordingly.
B.26 Investment Not applicable - there is no active management
management of the assets of the Issuer.
B.27 Further issuances Not applicable - the Issuer will not issue further
backed by same securities backed by the same pool of assets.
pool of assets
B.29 Description Save to the extent that the Authorised Participant
of the flow as subscribed for the issue of Certificates
of funds in whole or in part by the physical delivery
of the relevant Precious Metal in respect of
the Series (the "Underlying Precious Metal"),
the net proceeds from each issue of Certificates
will be used (a) to purchase the Underlying
Precious Metal and (b) to pay any listing fees
incurred in connection with the listing of the
Certificates.
The Certificates will not bear interest.
On redemption, a Certificateholder will, in
respect of a Certificate, receive on a date
on or before the third business day following
the relevant Eligible Redemption Valuation Date(being
any business day) (in each case the "Settlement
Date"):
1. an amount in US dollars determined by the
Portfolio Administrator equal to the amount
of received by the Issuer in respect of the
sale of the relevant amount of the Underlying
Precious Metal in respect of such Certificates
less all expenses, fees and charges incurred
or to be incurred by the Issuer in respect of
such redemption, subject to a minimum of US$0.01
(the "Cash Amount");
or, if requested by the Certificateholder and
certain conditions being fulfilled,
2. an amount of the Underlying Precious Metal
determined by the Portfolio Administrator equal
to:
1. the aggregate Per Certificate Entitlement
to the Underlying Precious Metal at the relevant
Eligible Redemption Valuation Date; less
2. an amount of the Underlying Precious Metal
equal in value (as determined by the Portfolio
Administrator by reference to prevailing market
conditions) to all expenses, fees and charges
incurred or to be incurred in connection with
such redemption,
(the "Delivery Amount").
B.30 Originators Not applicable - there are no originators of
of securitised the Precious Metals
assets
Section C - Securities
Element Description Disclosure requirement
of Element
C.1 Type and class The Issuer may issue secured exchange traded
of securities Precious Metal linked certificates. Each Series
being offered may be issued in tranches (each a "Tranche")
and/or admitted on the same or different issue dates.
to trading.
Underlying Precious Metal: Gold
ISIN: IE00B579F325 & DE000A1MECS1
C.2 Currency US dollars
C.8 Rights attached Payment of redemption amount
to the securities
Each Certificate gives the holder the right
to receive the applicable payment (or in certain
circumstances, the delivery of an amount of
the Underlying Precious Metal) on its redemption,
as described in C.9.
Status and Security
The Certificates constitute secured, limited
recourse obligations of the Issuer.
The Certificates will be secured pursuant to
the security deed entered into by the Trustee
and the Issuer (the "Security Deed") in favour
of the Trustee for itself and for the other
parties listed and entitles to payment in the
Payment Priorities (the "Secured Creditors"),
as follows:
(a) a first fixed charge over all of the Issuer's
rights, title and interest in and to the Underlying
Precious Metal from time to time standing to
the credit of the unallocated account of the
Issuer with the Custodian, in which the Custodian
holds the Underlying Precious Metal on an unallocated
basis (the "Secured Unallocated Account") and
all rights and sums derived therefrom from time
to time;
(b) a first fixed charge over all of the Issuer's
rights, title and interest in and to the Underlying
Precious Metal from time to time standing to
the credit of the unallocated account of the
Issuer with the Custodian, in which the Custodian
holds the Underlying Precious Metal to which
the Certificates are linked, on an allocated
basis (the "Secured Allocated Account") and
all rights and sums derived therefrom from time
to time; and
(c) an assignment by way of security of the
Issuer's rights, title and interest in and to
each of the transaction documents relating to
the Programme to the extent that they relate
to the Certificates and any sums payable thereunder
including the Issuer's rights to any sums held
by any other party thereto to meet payments
due in respect of the Certificates, but only
to the extent that the same relates to the Certificates.
In addition, the Certificates will be secured
by a security agreement (the "Security Agreement")
between the Issuer and the Trustee which creates
in favour of the Trustee, a New York law governed
security interest over the cash account maintained
by the Account Bank in respect of the Certificates
(the "Issuer Cash Account").
(collectively, the "Security").
Limited Recourse
In respect of any Series of Certificates, the
Certificateholders shall have recourse only
to the property of the Issuer which is subject
to the Security (the "Secured Property") in
respect of such Series of Certificates. If the
net proceeds of the realisation of the Secured
Property are not sufficient to make all payments
due in respect of the Certificates and due to
each other creditor relating to the Certificates,
no other assets of the Issuer will be available
to meet such shortfall, the claims of the Certificateholders
and any other creditors relating to the Certificates
in respect of any such shortfall shall be extinguished.
No party will be able to petition for the winding-up
of the Issuer as a consequence of any such shortfall.
Events of Default
If any of the following events ("Certificate
Events of Default") occurs, the Trustee shall,
if so directed and may, at its discretion, give
notice to the Issuer that the Certificates are,
and they shall immediately become, due and payable:
1. the Issuer fails to pay any amounts due in
respect of the Certificates or deliver any Underlying
Precious Metal due in respect of the Certificates
within 5 business days of the due date for payment
or delivery, other than as contemplated by the
conditions of the Certificates;
2. the Issuer defaults in the performance or
observance of any of its other obligations under
the Certificates or any of the other documents
relating to the issue of the Certificates or
any of the covenants of the Issuer contained
in the trust deed between the Issuer, the Trustee
and the Portfolio Adviser which default is incapable
of remedy or, if in the opinion of the Trustee
capable of remedy, is not in the opinion of
the Trustee remedied within 30 days after notice
of such default shall have been given to the
Issuer by the Trustee;
3. an insolvency event occurs in relation to
the Issuer; or
4. it is or will become unlawful for the Issuer
to perform or comply with any of its obligations
under or in respect of the Certificates or any
of the other documents relating to the issue
of the Certificates.
Governing law
The Certificates, the Trust Deed and the Registrar
Agreement will be governed by Irish law. All
other transaction documents relating to the
Programme will be governed by English law.
C.9 In addition to the rights attached to the securities
set out in C.8 above:
Interest Not Applicable - No interest shall accrue and
be payable on the Certificates.
Redemption Final Redemption
All Certificates that have not been previously
redeemed or purchased or cancelled will be redeemed
on the date specified in the Final Terms as
the final maturity date (the "Final Maturity
Date") by payment of the relevant Cash Amount
(as defined above) in respect of such Certificates.
Certificateholder Optional Redemption
The Issuer shall at the option of a Certificateholder,
redeem some or all of the Certificate held by
such Certificateholder in respect of any Eligible
Redemption Valuation Date by payment of the
relevant Cash Amount on the relevant Settlement
Date ("Cash Settlement"), unless it is specified
in the redemption notice:
1. that the Certificateholder is electing for
settlement by the transfer of the Delivery Amount
of the relevant Underlying Precious Metal ("Physical
Delivery");
2. the number and account name of an unallocated
account in London with a member of the LBMA
or the LPPM where the relevant Delivery Amount
should be delivered; and
3. contains a representation and warranty from
the Certificateholder that (a) it is not a UCITS
fund; and (b) the request for Physical Settlement
and acceptance of the Delivery Amount is in
accordance with all laws and regulations applicable
to the Certificateholder.
Automatic Redemption for CREST Reasons
If on any date notice is received by or on behalf
of the Issuer that a Certificateholder has or
will cease to have an account with CREST, any
Certificates held by such Certificateholder
shall be automatically redeemed as if such Certificateholder
had delivery a redemption notice on such date
(or if that date is not an Eligible Redemption
Valuation Date, the next Eligible Redemption
Valuation Date) and Cash Settlement shall apply
to such redemption.
Optional Redemption in whole
The Issuer may redeem all (but not some only)
of the Certificates in respect of any Eligible
Redemption Valuation Date by payment of the
relevant Cash Amount in the relevant Settlement
Date, provided the Issuer has given not less
than 60 days' notice of its intention to redeem
all of the Certificates on such Eligible Redemption
Valuation Date to the Trustee, the Certificateholders,
other parties to the transaction documents relating
to the Programme and any stock exchange on which
the Certificates are listed.
Mandatory Redemption
The Issuer shall instruct the Portfolio Administrator
to sell all of the Secured Property and apply
the sales proceeds (less all expenses, fees
and charges) in accordance with the Payment
Priorities and redeem each outstanding Certificate,
in the event of:
1. changes in tax law which may result in withholding
to be applied to payments made by the Issuer
in respect of the Certificates, the cost of
the Issuer complying with its obligations in
respect of the Programme being material increased
or result in an increased VAT cost to the Issuer;
2. the resignation or termination of the appointment
of the Trustee, Custodian or Portfolio Administrator
and a successor is not appointed within the
prescribed timeframe;
3. the Certificates cease to be, or notice is
received that the Certificates will cease to
be held in uncertificated form and accepted
for clearance through CREST; or
4. if at any time the Portfolio Administrator
determines and notifies the Issuer that the
aggregate number of Certificates outstanding
on any day after the first anniversary of the
issue date of the first Tranche of Certificates
is less than 1,000,000.
Trustee: The Trustee in respect of the Certificates
shall be Deutsche Trust Company Limited.
C.10 Derivative Not applicable - the Certificates do not bear
component of interest at a prescribed rate.
interest
C.11 Admission to Application has been made to The Irish Stock
Trading Exchange Plc for the Certificates to be admitted
to the Official List and trading on its regulated
market.
Application has been made to the Frankfurt Stock
Exchange (Frankfurter Wertpapierbörse)
for certain Certificates to be admitted to the
official list of the Frankfurt Stock Exchange
and to be admitted to listing and trading on
the Regulated Market (General Standard) (Regulierter
Markt General Standard) of the Frankfurt Stock
Exchange.
Application will be made for certain Certificates
to be admitted to the Official List maintained
by the UK Listing Authority for the purpose
of Part VI of the Financial Services and Markets
Act 2000 and the Financial Services Act 2012
and trading on the regulated market of the London
Stock Exchange plc.
Application will also be made for certain Certificates
to be admitted to listing on the main segment
of the SIX Swiss Exchange.
Application will also be made for certain Certificates
to be admitted to listing on the Borsa Italiana
ETFplus market of the Italian Stock Exchange
(Borsa Italiana S.p.A.).
Application will also be made for certain Certificates
to be admitted to listing on the Euronext in
Amsterdam.
C.12 Minimum denomination The Certificates are being treated by the Issuer
for the purposes of Annexes V and VII of Commission
Regulation No. 809/2004 of 29 April 2004, as
amended as having a minimum denomination of
less than EUR100,000.
C.15 Value of the Issue Price: $ 129.5828
investment On redemption, a Certificateholder will, in
is affected respect of a Certificate, receive on the relevant
by the value Settlement Date (a) the Cash Amount; or (b)
of the underlying the Delivery Amount as determined in accordance
instruments with the Conditions from time to time.
C.16 Expiration/ Maturity Date: 31/12/2100
Maturity date
C.17 Settlement The Certificates will be held in uncertificated
form in accordance with the Irish Companies
Act 1990 (Uncertificated Securities) Regulations
1996 (S.I. No. 68 of 1996), as amended by the
Irish Companies Act 1990 (Uncertificated Securities)
(Amendment) Regulations 2005 (S.I. No. 693 of
2005) and such other regulations made under
section 1086 of the Irish Companies Act 2014
having force within Ireland as are applicable
to Euroclear UK & Ireland Limited (formerly
known as CRESTCo Limited) ("CREST") and/or the
CREST relevant system from time to time in force
(the "Regulations").
The Issuer will apply for the Certificates to
be accepted for clearance through CREST. The
Certificates are participating securities for
the purposes of the Regulations.
C.18 Description On redemption, a Certificateholder will, in
of return respect of a Certificate, receive on a date
on the relevant Settlement Date:
1. an amount in US dollars determined by the
Portfolio Administrator equal to the amount
of received by the Issuer in respect of the
sale of the relevant Underlying Precious Metal
in respect of such Certificates less all expenses,
fees and charges incurred or to be incurred
by the Issuer in respect of such redemption,
subject to a minimum of US$0.01; or
2. an amount of the Underlying Precious Metal
determined by the Portfolio Administrator equal
to:
1. the aggregate Per Certificate Entitlement
to the Underlying Precious Metal at the relevant
Eligible Redemption Valuation Date; less
2. an amount of the Underlying Precious Metal
equal in value (as determined by the Portfolio
Administrator by reference to prevailing market
conditions) to all expenses, fees and charges
incurred or to be incurred in connection with
such redemption.
C.19 Final price On redemption at maturity, a Certificateholder
/ exercise will, in respect of a Certificate, receive on
price the Final Maturity Date an amount in US dollars
determined by the Portfolio Administrator equal
to the amount of received by the Issuer in respect
of the sale of the relevant Underlying Precious
Metal in respect of such Certificates less all
expenses, fees and charges incurred or to be
incurred by the Issuer in respect of such redemption,
subject to a minimum of US$0.01.
C.20 Type of underlying Information on the past and the future performance
and where information and volatility of gold prices can be found at
on underlying Reuters Screen page "XAUUSDPM" or Bloomberg
can be found ticker "GOLDLNPM".
Section D - Risks
Element Description Disclosure requirement
of Element
D.2 Key risks specific The Issuer has been established as a special
to the Issuer purpose vehicle for the purpose of establishing
the Programme and issuing multiple series of
asset backed securities, holding the Underlying
Precious Metal for each Series, through the
Custodian, and entering into, and performing
its obligations under, agreements related to
the foregoing. The Issuer has, and will have,
no assets other than its issued and paid-up
share capital, such fees (as agreed) payable
to it in connection with the issue of Certificates
or entry into other obligations from time to
time and any Secured Property and any other
assets on which Certificates or other obligations
are secured.
The Issuer is an Irish company. Under Irish
law, upon an insolvency of an Irish company,
when applying the proceeds of assets subject
to fixed security which may have been realised
in the course of a liquidation or receivership,
the claims of a limited category of preferential
creditors will take priority over the claims
of creditors holding the relevant fixed security.
Section E - Offer
Element Description Disclosure requirement
of Element
E.2b Reasons for Not applicable - the reasons for the offer and
the offer and use of proceeds are not different from making
use of proceeds profit and/or hedging.
E.3 Terms and conditions Offers and sales of the Certificates to an investor
of the offer by an Authorised Participant will be made, in
accordance with any terms and other arrangements
in place between such Authorised Participant
and such investor including as to price, allocations
and settlement arrangements. Neither the Issuer
nor the Arranger will be a party to any such
arrangements with investors (except where the
Arranger itself offers Certificates to an investor)
and, accordingly, this Base Prospectus and any
Final Terms may not contain such information
and, in such case, an investor must obtain such
information from the relevant Authorised Participant
or the Arranger, as applicable. Investors should
however note the following:
Amount of the offer: The number of Certificates
subject to the offer will be determined on the
basis of the demand for the Certificates and
prevailing market conditions and be published,
provided that the aggregate number of all Certificates
of any and all Series outstanding from time
to time shall not in any event exceed 1,000,000,000
(the "Programme Limit").
Offer Price: The offer price per Certificate
will be equal to the Issue Price, subject to
any applicable fees and commissions of the person
offering such Certificate.
Offer Period: Certificates may be offered to
an investor at any time between the Issue Date
of the first Tranche of a Series of Certificates
and the Maturity Date of such Series.
Issue Date: 23/03/2018
E.4 Material interests Source UK Services Limited which is acting as
in the offer Portfolio Adviser and Arranger in respect of
the Programme has a relationship with certain
Authorised Participants under the Programme
and may have a relationship with future Authorised
Participants appointed to the Programme. Such
relationships may therefore potentially give
rise to conflicts of interest which are adverse
to the interests of the Certificateholders.
The Authorised Participants and/or their affiliates
actively trade in commodities markets. These
activities could give rise to conflicts of interest
which are adverse to the interests of the Certificateholders
and could adversely affect the market value
of the Certificates.
E.7 Expenses chargeable In connection with the redemption of any Certificate
to Investors at the option of a Certificateholder, a redemption
notice fee of up to US$500.00 will be payable
by the relevant Certificateholder.
The Cash Amount payable or the Delivery Amount
deliverable, as applicable, in respect of any
redemption is calculated net of all expenses,
fees and charges incurred or to be incurred
in connection therewith.
From time to time, in respect of Certificates,
a portion of the Underlying Precious Metal equal
to the aggregate of the daily amounts by which
the Per Certificate Entitlement to such Underlying
Precious Metal has been reduced by the Reduction
Percentage over the relevant period (the "Combined
Fees") will be withdrawn from the relevant Secured
Custody Accounts and sold on behalf of the Issuer
and the proceeds thereof, in the normal course,
paid to the Portfolio Adviser in consideration
for its services as Portfolio Adviser and also
its agreement to pay the fees and expenses due
to the other service providers in connection
with the Programme (but not including any indemnities
granted in favour of the other service providers).
Final Terms dated 23 March 2018
Gold - Series 1
SOURCE PHYSICAL MARKETS PLC
Issue of 180,000 Secured Gold-Linked Certificates due 2100
under the
Secured Precious Metals-Linked Certificates Programme
The Base Prospectus referred to below (as completed by these
Final Terms) has been prepared on the basis that, except as
provided in sub-paragraph (ii) below, any offer of Certificates in
any Member State of the European Economic Area which has
implemented the Directive 2003/71/EC, as amended (the "Prospectus
Directive") (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a
prospectus for offers of the Certificates. Accordingly any person
making or intending to make an offer of the Certificates may only
do so in:
(i) in circumstances in which no obligation arises for the
Issuer or any Authorised Participant to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer; or
(ii) in those Public Offer Jurisdictions mentioned in Part A
below and that such offer is made during the Offer Period specified
for such purpose therein.
Neither the Issuer nor any Authorised Participant has
authorised, nor do they authorise, the making of any offer of
Certificates in any other circumstances.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions (the "Conditions") set forth in the Base
Prospectus dated 30 March 2017 which constitutes a base prospectus
(the "Base Prospectus") for the purposes of the Prospectus
Directive. This document constitutes the Final Terms of the
Certificates described herein for the purposes of Article 5(4) of
the Prospectus Directive. These Final Terms contain the final terms
of the Tranche of Certificates described herein and must be read in
conjunction with such Base Prospectus.
Full information on the Issuer and the offer of the Tranche of
Certificates described herein is only available on the basis of the
combination of these Final Terms and the Base Prospectus. The Base
Prospectus is available for viewing at www.ise.ie and
www.sourceetf.com and during normal business hours at 6(th) Floor,
Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland. A summary
of the individual issue is annexed to these Final Terms.
4. Issuer: Source Physical Markets
plc
5. Issue Date: 26 March 2018
6. Final Maturity Date: 31 December, 2100
7. Underlying Precious Metal: Gold
8. Initial Per Certificate 0.1 fine troy ounces Gold
Entitlement to Underlying (being the Per Certificate
Precious Metal as at the Entitlement to Gold of the
Issue Date: Certificates already in
issue, as at the Issue Date)
9. Reduction Percentage: 0.29 per cent. per annum
10. Rounding Amount: The nearest 1000 of a fine
troy ounce.
11. Issue Price: $ 129.5828
12. Settlement (Condition 7): Cash Settlement or Physical
Settlement
13. (c) Names and addresses Located at:
of Authorised Participants: http://www.source.info/investing.html?sessMode=true
(d) Date of Subscription 11(th) April, 2011
Agreement:
14. Total commission and concession: Not Applicable
15. Non-exempt Offer: Not Applicable
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue
and admission to trading on the regulated market of the Irish Stock
Exchange, the regulated market of the London Stock Exchange, the
Regulated Market (General Standard) (Regulierter Markt (General
Standard)) of the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse), the Borsa Italiana ETFplus market of the Italian
Stock Exchange (Borsa Italiana S.p.A.) and Euronext in Amsterdam of
the Certificates described herein pursuant to the Secured Precious
Metals-Linked Certificates Programme of Source Physical Markets
plc.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained
in these Final Terms.
Signed on behalf of Source Physical Markets plc:
By: ............................................
Duly authorised
PART B - OTHER INFORMATION
1. LISTING
(a) Listing Ireland, London, Frankfurt,
Italy and the Netherlands.
(b) Admission to trading Application will be made
by the Issuer (or on its
behalf) for the Certificates
to be admitted to trading
on the regulated market
of the Irish Stock Exchange,
the regulated market of
the London Stock Exchange,
the Regulated Market (General
Standard) (Regulierter Markt
(General Standard)) of the
Frankfurt Stock Exchange
(Frankfurter Wertpapierbörse),
the Borsa Italiana ETFplus
market of the Italian Stock
Exchange (Borsa Italiana
S.p.A) and Euronext in Amsterdam.
This Tranche of Certificates
is fungible with
the Certificates of the
same Series already in
issue which have been admitted
to trading on
the regulated market of
the Irish Stock Exchange,
the regulated market of
the London Stock Exchange,
the Regulated Market (General
Standard) (Regulierter Markt
(General Standard)) of the
Frankfurt Stock Exchange
(Frankfurter Wertpapierbörse),
the Borsa Italiana ETFplus
market of the Italian Stock
Exchange (Borsa Italiana
S.p.A) and Euronext in Amsterdam.
2. EXPENSES OF THE OFFER
Estimate of total expenses Irish Stock Exchange listing:
related to admission to EUR500
trading:
3. OPERATIONAL INFORMATION
ISIN Code: IE00B579F325 and DE000A1MECS1
(for Certificates listed
on the Frankfurt Stock Exchange,
which are issued in accordance
with the terms of the Base
Prospectus, whereby up to
500,000,000 Certificates
may be admitted to the Frankfurt
Stock Exchange.)
Delivery: Delivery against payment.
Summary of Programme
Summaries are made up of disclosure requirements known as
"Elements". These elements are numbered in Sections A-E
(A.1-E.7).
This summary contains all the Elements required to be included
in a summary for this type of securities and Issuer. Because some
Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the
summary because of the type of securities and Issuer, it is
possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is
included in the summary with the mention of "not applicable".
Section A - Introduction and warnings
Element Description Disclosure requirement
of Element
A.1 Standard Warning This summary should be read as an introduction
to this Base Prospectus. Any decision to invest
in the Certificates should be based on consideration
of this Base Prospectus as a whole by the investor.
Where a claim relating to the information contained
in this Base Prospectus is brought before a
court, the plaintiff investor might, under the
national legislation of the Member States, have
to bear the costs of translating this Base Prospectus
before the legal proceedings are initiated.
Civil liability attaches only to those persons
who have tabled the summary including any translation
thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together
with the other parts of this Base Prospectus
or it does not provide, when read together with
the other parts of this Base Prospectus, key
information in order to aid investors when considering
whether to invest in the Certificates.
A.2 Disclosure The Issuer has consented to the use of the Base
of consent Prospectus, and has accepted responsibility
for use of for the content of the Base Prospectus, with
the Base Prospectus respect to subsequent resale or final placement
for subsequent by way of public offer of the Certificates by
resale or final any financial intermediary in any of Austria,
placement of Belgium, Denmark, Finland, France, Germany,
securities Italy, Luxembourg, The Netherlands, Norway,
by financial Portugal, Spain, Sweden and the United Kingdom
intermediaries which is an investment firm within the meaning
of MiFID and which is authorised in accordance
with MiFID in any member state. Such consent
applies to any such resale or final placement
by way of public offer during the period of
12 months from the date of the Base Prospectus
unless such consent is withdrawn prior to that
date by notice published on the website of the
Portfolio Adviser (www.sourceetf.com). Other
than the right of the Issuer to withdraw the
consent, no other conditions are attached to
the consent described in this paragraph.
In the event of an offer being made by a financial
intermediary, this financial intermediary will
provide information to investors on the terms
and conditions of the offer at the time the
offer is made.
Section B - Issuer
Element Description Disclosure requirement
of Element
B.1 Legal and Commercial Source Physical Markets Public Limited Company
Name of the (the "Issuer").
Issuer
B.2 Domicile The Issuer is a public limited liability company
/Legal Form incorporated in Ireland under the Irish Companies
/Legislation Acts 1963 to 2009 (which has been repealed and
/Country of replaced by the Irish Companies Act 2014) with
Incorporation registered number 471344.
B.16 Control of All the issued shares of the Issuer are held
Issuer to the order of Deutsche International Finance
(Ireland) Limited (the "Share Trustee") under
the terms of a declaration of trust dated 12
June 2009 under which the Share Trustee holds
them on trust for charitable purposes. The Share
Trustee has no beneficial interest in and derives
no benefit (other than its fees for acting as
Share Trustee) from its holding of the shares
in the Issuer.
B.17 Credit ratings Not applicable - the Certificates will not be
rated.
B.20 Special Purpose The Issuer has been established as a special
Vehicle purpose vehicle for the purposes of issuing
asset backed securities.
B.21 Principal activities The Issuer is a special purpose vehicle whose
and global sole business is the issue of asset backed securities.
overview of The Issuer has established a programme (the
parties "Programme"), described in the Base Prospectus,
under which it can, from time to time, issue
series (each, a "Series") of secured exchange
traded certificates linked to one of gold, silver,
platinum or palladium (each a "Precious Metal")
(the "Certificates"). Each Series of Certificates
will be separate (or "ring-fenced") from each
other Series of Certificates.
A number of other parties have roles in connection
with the Programme:
Arranger and Portfolio Advisor: Source UK Services
Limited, a private limited company established
in England, will act as the arranger (the "Arranger")
and the portfolio advisor (the "Portfolio Advisor")
in respect of the Programme. As Arranger, Source
UK Services Limited has arranged the establishment
of the Programme for the Issuer and as Portfolio
Advisor, Source UK Services Limited is principally
responsible for providing certain advisory services
Trustee: Deutsche Trustee Company Limited will
act as trustee in respect of each Series of
Certificates (the "Trustee"). The Trustee acts
as trustee for the Certificateholders of each
Series of Certificates and also as security
trustee (holding the benefit of the security
granted by the Issuer over certain of its assets
in respect of a Series on trust for the Certificateholders
and other transaction parties in respect of
that Series).
Portfolio Administrator and Account Bank: Wells
Fargo Bank, N.A., will act as portfolio administrator
(the "Portfolio Administrator") and account
bank (the "Account Bank") in respect of each
Series of Certificates. As Portfolio Administrator
it will make various non-discretionary determinations
that affect the Certificates of a Series, including
but not limited to, determining the Per Certificate
Entitlement for a Series and the Cash Amount
payable or the Delivery Amount deliverable on
a redemption of Certificates. As Account Bank
it will conduct certain money management functions
for the Issuer in relation to all Series of
Certificates.
Principal Paying Agent: Deutsche Bank AG, London
Branch will act as principal paying agent (the
"Principal Paying Agent") in respect of each
Series of Certificates. As principal paying
agent it will make certain payments in respect
of the Certificates.
Custodian: JPMorgan Chase Bank, National Association
will act as custodian (the "Custodian") in respect
of each Series of Certificates. As Custodian,
it will hold in custody at its London vault
premises, on behalf of the Issuer, a quantity
of the relevant Precious Metal relating to such
Series.
Registrar: Computershare Investor Services (Ireland)
Limited will act as registrar (the "Registrar")
in respect of each Series of Certificates. As
Registrar, it will provide registrar and CREST
transfer agency services to the Issuer in connection
with the Certificates.
Precious Metals Counterparty: JPMorgan Chase
Bank, N.A. will act as the precious metals counterparty
(the "Precious Metals Counterparty") to the
Issuer in respect of the purchase and sale of
Precious Metals.
Authorised Participants: Each entity appointed
as an authorised participant under the Programme
(each an "Authorised Participant") is authorised
to subscribe for the Certificates of a Series
in respect of which they are acting as Authorised
Participants in consideration of cash payment,
physical delivery of the relevant Precious Metal
or a combination of both. A Series of Certificates
may have different Authorised Participants to
the other Series, and the Authorised Participants
for a particular Series will be specified in
the Final Terms for that Series.
B.22 No Financial Not applicable - as the Issuer has commenced
Statements operations and prepared financial statements
since incorporation.
B.23 Key historical 31 Dec 31 Dec
financial information 2015 2014
$ $
ASSETS
Cash and cash equivalents 9 234,445 235,953
Other receivables 10 3,166,931 1,587,220
Financial assets
designated at fair
value through profit
or loss 12 1,798,284,838 1,919,987,722
Total assets 1,801,686,214 1,921,810,895
============== ==============
LIABILITIES AND EQUITY
Current Liabilities
Other payables 14 3,804,071 2,262,047
Financial liabilities
designated at fair
value through profit
or loss 13 1,797,824,006 1,919,491,086
Total liabilities 1,801,628,077 1,921,753,133
============== ==============
Shareholders' Funds-Equity
Share capital 15 55,512 55,512
Revenue reserves 2,625 2,250
-------------- --------------
Total equity 58,137 57,762
-------------- --------------
Total liabilities
and equity 1,801,686,214 1,921,810,895
============== ==============
B.24 Material adverse Not Applicable - There has been no material
change adverse change in the prospects of the Issuer
since the date of its last published audited
financial statements.
B.25 Description The underlying assets for a Series of Certificates
of underlying is the specified pool of a particular Precious
assets Metal recorded in the relevant custody accounts
of the Issuer with the Custodian from time to
time. On any date, such pool is expected to
comprise an amount of the relevant Precious
Metal no less than the aggregate of the Per
Certificate Entitlement to such Precious Metal
for all outstanding Certificates of such Series.
"Per Certificate Entitlement" means the per
Certificate entitlement to the underlying Precious
Metal specified in the Final Terms (the "Initial
Per Certificate Entitlement") which is thereafter
reduced by the Reduction Percentage.
"Reduction Percentage" means the percentage
rate by which the Initial Per Certificate Entitlement
will reduce on a daily basis on the assumption
that the daily rate will be the per annum rate
specified in the Final Terms divided by 365
and applied accordingly.
B.26 Investment Not applicable - there is no active management
management of the assets of the Issuer.
B.27 Further issuances Not applicable - the Issuer will not issue further
backed by same securities backed by the same pool of assets.
pool of assets
B.29 Description Save to the extent that the Authorised Participant
of the flow as subscribed for the issue of Certificates
of funds in whole or in part by the physical delivery
of the relevant Precious Metal in respect of
the Series (the "Underlying Precious Metal"),
the net proceeds from each issue of Certificates
will be used (a) to purchase the Underlying
Precious Metal and (b) to pay any listing fees
incurred in connection with the listing of the
Certificates.
The Certificates will not bear interest.
On redemption, a Certificateholder will, in
respect of a Certificate, receive on a date
on or before the third business day following
the relevant Eligible Redemption Valuation Date(being
any business day) (in each case the "Settlement
Date"):
1. an amount in US dollars determined by the
Portfolio Administrator equal to the amount
of received by the Issuer in respect of the
sale of the relevant amount of the Underlying
Precious Metal in respect of such Certificates
less all expenses, fees and charges incurred
or to be incurred by the Issuer in respect of
such redemption, subject to a minimum of US$0.01
(the "Cash Amount");
or, if requested by the Certificateholder and
certain conditions being fulfilled,
2. an amount of the Underlying Precious Metal
determined by the Portfolio Administrator equal
to:
1. the aggregate Per Certificate Entitlement
to the Underlying Precious Metal at the relevant
Eligible Redemption Valuation Date; less
2. an amount of the Underlying Precious Metal
equal in value (as determined by the Portfolio
Administrator by reference to prevailing market
conditions) to all expenses, fees and charges
incurred or to be incurred in connection with
such redemption,
(the "Delivery Amount").
B.30 Originators Not applicable - there are no originators of
of securitised the Precious Metals
assets
Section C - Securities
Element Description Disclosure requirement
of Element
C.1 Type and class The Issuer may issue secured exchange traded
of securities Precious Metal linked certificates. Each Series
being offered may be issued in tranches (each a "Tranche")
and/or admitted on the same or different issue dates.
to trading.
Underlying Precious Metal: Gold
ISIN: IE00B579F325 & DE000A1MECS1
C.2 Currency US dollars
C.8 Rights attached Payment of redemption amount
to the securities
Each Certificate gives the holder the right
to receive the applicable payment (or in certain
circumstances, the delivery of an amount of
the Underlying Precious Metal) on its redemption,
as described in C.9.
Status and Security
The Certificates constitute secured, limited
recourse obligations of the Issuer.
The Certificates will be secured pursuant to
the security deed entered into by the Trustee
and the Issuer (the "Security Deed") in favour
of the Trustee for itself and for the other
parties listed and entitles to payment in the
Payment Priorities (the "Secured Creditors"),
as follows:
(a) a first fixed charge over all of the Issuer's
rights, title and interest in and to the Underlying
Precious Metal from time to time standing to
the credit of the unallocated account of the
Issuer with the Custodian, in which the Custodian
holds the Underlying Precious Metal on an unallocated
basis (the "Secured Unallocated Account") and
all rights and sums derived therefrom from time
to time;
(b) a first fixed charge over all of the Issuer's
rights, title and interest in and to the Underlying
Precious Metal from time to time standing to
the credit of the unallocated account of the
Issuer with the Custodian, in which the Custodian
holds the Underlying Precious Metal to which
the Certificates are linked, on an allocated
basis (the "Secured Allocated Account") and
all rights and sums derived therefrom from time
to time; and
(c) an assignment by way of security of the
Issuer's rights, title and interest in and to
each of the transaction documents relating to
the Programme to the extent that they relate
to the Certificates and any sums payable thereunder
including the Issuer's rights to any sums held
by any other party thereto to meet payments
due in respect of the Certificates, but only
to the extent that the same relates to the Certificates.
In addition, the Certificates will be secured
by a security agreement (the "Security Agreement")
between the Issuer and the Trustee which creates
in favour of the Trustee, a New York law governed
security interest over the cash account maintained
by the Account Bank in respect of the Certificates
(the "Issuer Cash Account").
(collectively, the "Security").
Limited Recourse
In respect of any Series of Certificates, the
Certificateholders shall have recourse only
to the property of the Issuer which is subject
to the Security (the "Secured Property") in
respect of such Series of Certificates. If the
net proceeds of the realisation of the Secured
Property are not sufficient to make all payments
due in respect of the Certificates and due to
each other creditor relating to the Certificates,
no other assets of the Issuer will be available
to meet such shortfall, the claims of the Certificateholders
and any other creditors relating to the Certificates
in respect of any such shortfall shall be extinguished.
No party will be able to petition for the winding-up
of the Issuer as a consequence of any such shortfall.
Events of Default
If any of the following events ("Certificate
Events of Default") occurs, the Trustee shall,
if so directed and may, at its discretion, give
notice to the Issuer that the Certificates are,
and they shall immediately become, due and payable:
1. the Issuer fails to pay any amounts due in
respect of the Certificates or deliver any Underlying
Precious Metal due in respect of the Certificates
within 5 business days of the due date for payment
or delivery, other than as contemplated by the
conditions of the Certificates;
2. the Issuer defaults in the performance or
observance of any of its other obligations under
the Certificates or any of the other documents
relating to the issue of the Certificates or
any of the covenants of the Issuer contained
in the trust deed between the Issuer, the Trustee
and the Portfolio Adviser which default is incapable
of remedy or, if in the opinion of the Trustee
capable of remedy, is not in the opinion of
the Trustee remedied within 30 days after notice
of such default shall have been given to the
Issuer by the Trustee;
3. an insolvency event occurs in relation to
the Issuer; or
4. it is or will become unlawful for the Issuer
to perform or comply with any of its obligations
under or in respect of the Certificates or any
of the other documents relating to the issue
of the Certificates.
Governing law
The Certificates, the Trust Deed and the Registrar
Agreement will be governed by Irish law. All
other transaction documents relating to the
Programme will be governed by English law.
C.9 In addition to the rights attached to the securities
set out in C.8 above:
Interest Not Applicable - No interest shall accrue and
be payable on the Certificates.
Redemption Final Redemption
All Certificates that have not been previously
redeemed or purchased or cancelled will be redeemed
on the date specified in the Final Terms as
the final maturity date (the "Final Maturity
Date") by payment of the relevant Cash Amount
(as defined above) in respect of such Certificates.
Certificateholder Optional Redemption
The Issuer shall at the option of a Certificateholder,
redeem some or all of the Certificate held by
such Certificateholder in respect of any Eligible
Redemption Valuation Date by payment of the
relevant Cash Amount on the relevant Settlement
Date ("Cash Settlement"), unless it is specified
in the redemption notice:
1. that the Certificateholder is electing for
settlement by the transfer of the Delivery Amount
of the relevant Underlying Precious Metal ("Physical
Delivery");
2. the number and account name of an unallocated
account in London with a member of the LBMA
or the LPPM where the relevant Delivery Amount
should be delivered; and
3. contains a representation and warranty from
the Certificateholder that (a) it is not a UCITS
fund; and (b) the request for Physical Settlement
and acceptance of the Delivery Amount is in
accordance with all laws and regulations applicable
to the Certificateholder.
Automatic Redemption for CREST Reasons
If on any date notice is received by or on behalf
of the Issuer that a Certificateholder has or
will cease to have an account with CREST, any
Certificates held by such Certificateholder
shall be automatically redeemed as if such Certificateholder
had delivery a redemption notice on such date
(or if that date is not an Eligible Redemption
Valuation Date, the next Eligible Redemption
Valuation Date) and Cash Settlement shall apply
to such redemption.
Optional Redemption in whole
The Issuer may redeem all (but not some only)
of the Certificates in respect of any Eligible
Redemption Valuation Date by payment of the
relevant Cash Amount in the relevant Settlement
Date, provided the Issuer has given not less
than 60 days' notice of its intention to redeem
all of the Certificates on such Eligible Redemption
Valuation Date to the Trustee, the Certificateholders,
other parties to the transaction documents relating
to the Programme and any stock exchange on which
the Certificates are listed.
Mandatory Redemption
The Issuer shall instruct the Portfolio Administrator
to sell all of the Secured Property and apply
the sales proceeds (less all expenses, fees
and charges) in accordance with the Payment
Priorities and redeem each outstanding Certificate,
in the event of:
1. changes in tax law which may result in withholding
to be applied to payments made by the Issuer
in respect of the Certificates, the cost of
the Issuer complying with its obligations in
respect of the Programme being material increased
or result in an increased VAT cost to the Issuer;
2. the resignation or termination of the appointment
of the Trustee, Custodian or Portfolio Administrator
and a successor is not appointed within the
prescribed timeframe;
3. the Certificates cease to be, or notice is
received that the Certificates will cease to
be held in uncertificated form and accepted
for clearance through CREST; or
4. if at any time the Portfolio Administrator
determines and notifies the Issuer that the
aggregate number of Certificates outstanding
on any day after the first anniversary of the
issue date of the first Tranche of Certificates
is less than 1,000,000.
Trustee: The Trustee in respect of the Certificates
shall be Deutsche Trust Company Limited.
C.10 Derivative Not applicable - the Certificates do not bear
component of interest at a prescribed rate.
interest
C.11 Admission to Application has been made to The Irish Stock
Trading Exchange Plc for the Certificates to be admitted
to the Official List and trading on its regulated
market.
Application has been made to the Frankfurt Stock
Exchange (Frankfurter Wertpapierbörse)
for certain Certificates to be admitted to the
official list of the Frankfurt Stock Exchange
and to be admitted to listing and trading on
the Regulated Market (General Standard) (Regulierter
Markt General Standard) of the Frankfurt Stock
Exchange.
Application will be made for certain Certificates
to be admitted to the Official List maintained
by the UK Listing Authority for the purpose
of Part VI of the Financial Services and Markets
Act 2000 and the Financial Services Act 2012
and trading on the regulated market of the London
Stock Exchange plc.
Application will also be made for certain Certificates
to be admitted to listing on the main segment
of the SIX Swiss Exchange.
Application will also be made for certain Certificates
to be admitted to listing on the Borsa Italiana
ETFplus market of the Italian Stock Exchange
(Borsa Italiana S.p.A.).
Application will also be made for certain Certificates
to be admitted to listing on the Euronext in
Amsterdam.
C.12 Minimum denomination The Certificates are being treated by the Issuer
for the purposes of Annexes V and VII of Commission
Regulation No. 809/2004 of 29 April 2004, as
amended as having a minimum denomination of
less than EUR100,000.
C.15 Value of the Issue Price: $ 129.5828
investment On redemption, a Certificateholder will, in
is affected respect of a Certificate, receive on the relevant
by the value Settlement Date (a) the Cash Amount; or (b)
of the underlying the Delivery Amount as determined in accordance
instruments with the Conditions from time to time.
C.16 Expiration/ Maturity Date: 31/12/2100
Maturity date
C.17 Settlement The Certificates will be held in uncertificated
form in accordance with the Irish Companies
Act 1990 (Uncertificated Securities) Regulations
1996 (S.I. No. 68 of 1996), as amended by the
Irish Companies Act 1990 (Uncertificated Securities)
(Amendment) Regulations 2005 (S.I. No. 693 of
2005) and such other regulations made under
section 1086 of the Irish Companies Act 2014
having force within Ireland as are applicable
to Euroclear UK & Ireland Limited (formerly
known as CRESTCo Limited) ("CREST") and/or the
CREST relevant system from time to time in force
(the "Regulations").
The Issuer will apply for the Certificates to
be accepted for clearance through CREST. The
Certificates are participating securities for
the purposes of the Regulations.
C.18 Description On redemption, a Certificateholder will, in
of return respect of a Certificate, receive on a date
on the relevant Settlement Date:
1. an amount in US dollars determined by the
Portfolio Administrator equal to the amount
of received by the Issuer in respect of the
sale of the relevant Underlying Precious Metal
in respect of such Certificates less all expenses,
fees and charges incurred or to be incurred
by the Issuer in respect of such redemption,
subject to a minimum of US$0.01; or
2. an amount of the Underlying Precious Metal
determined by the Portfolio Administrator equal
to:
1. the aggregate Per Certificate Entitlement
to the Underlying Precious Metal at the relevant
Eligible Redemption Valuation Date; less
2. an amount of the Underlying Precious Metal
equal in value (as determined by the Portfolio
Administrator by reference to prevailing market
conditions) to all expenses, fees and charges
incurred or to be incurred in connection with
such redemption.
C.19 Final price On redemption at maturity, a Certificateholder
/ exercise will, in respect of a Certificate, receive on
price the Final Maturity Date an amount in US dollars
determined by the Portfolio Administrator equal
to the amount of received by the Issuer in respect
of the sale of the relevant Underlying Precious
Metal in respect of such Certificates less all
expenses, fees and charges incurred or to be
incurred by the Issuer in respect of such redemption,
subject to a minimum of US$0.01.
C.20 Type of underlying Information on the past and the future performance
and where information and volatility of gold prices can be found at
on underlying Reuters Screen page "XAUUSDPM" or Bloomberg
can be found ticker "GOLDLNPM".
Section D - Risks
Element Description Disclosure requirement
of Element
D.2 Key risks specific The Issuer has been established as a special
to the Issuer purpose vehicle for the purpose of establishing
the Programme and issuing multiple series of
asset backed securities, holding the Underlying
Precious Metal for each Series, through the
Custodian, and entering into, and performing
its obligations under, agreements related to
the foregoing. The Issuer has, and will have,
no assets other than its issued and paid-up
share capital, such fees (as agreed) payable
to it in connection with the issue of Certificates
or entry into other obligations from time to
time and any Secured Property and any other
assets on which Certificates or other obligations
are secured.
The Issuer is an Irish company. Under Irish
law, upon an insolvency of an Irish company,
when applying the proceeds of assets subject
to fixed security which may have been realised
in the course of a liquidation or receivership,
the claims of a limited category of preferential
creditors will take priority over the claims
of creditors holding the relevant fixed security.
Section E - Offer
Element Description Disclosure requirement
of Element
E.2b Reasons for Not applicable - the reasons for the offer and
the offer and use of proceeds are not different from making
use of proceeds profit and/or hedging.
E.3 Terms and conditions Offers and sales of the Certificates to an investor
of the offer by an Authorised Participant will be made, in
accordance with any terms and other arrangements
in place between such Authorised Participant
and such investor including as to price, allocations
and settlement arrangements. Neither the Issuer
nor the Arranger will be a party to any such
arrangements with investors (except where the
Arranger itself offers Certificates to an investor)
and, accordingly, this Base Prospectus and any
Final Terms may not contain such information
and, in such case, an investor must obtain such
information from the relevant Authorised Participant
or the Arranger, as applicable. Investors should
however note the following:
Amount of the offer: The number of Certificates
subject to the offer will be determined on the
basis of the demand for the Certificates and
prevailing market conditions and be published,
provided that the aggregate number of all Certificates
of any and all Series outstanding from time
to time shall not in any event exceed 1,000,000,000
(the "Programme Limit").
Offer Price: The offer price per Certificate
will be equal to the Issue Price, subject to
any applicable fees and commissions of the person
offering such Certificate.
Offer Period: Certificates may be offered to
an investor at any time between the Issue Date
of the first Tranche of a Series of Certificates
and the Maturity Date of such Series.
Issue Date: 26/03/2018
E.4 Material interests Source UK Services Limited which is acting as
in the offer Portfolio Adviser and Arranger in respect of
the Programme has a relationship with certain
Authorised Participants under the Programme
and may have a relationship with future Authorised
Participants appointed to the Programme. Such
relationships may therefore potentially give
rise to conflicts of interest which are adverse
to the interests of the Certificateholders.
The Authorised Participants and/or their affiliates
actively trade in commodities markets. These
activities could give rise to conflicts of interest
which are adverse to the interests of the Certificateholders
and could adversely affect the market value
of the Certificates.
E.7 Expenses chargeable In connection with the redemption of any Certificate
to Investors at the option of a Certificateholder, a redemption
notice fee of up to US$500.00 will be payable
by the relevant Certificateholder.
The Cash Amount payable or the Delivery Amount
deliverable, as applicable, in respect of any
redemption is calculated net of all expenses,
fees and charges incurred or to be incurred
in connection therewith.
From time to time, in respect of Certificates,
a portion of the Underlying Precious Metal equal
to the aggregate of the daily amounts by which
the Per Certificate Entitlement to such Underlying
Precious Metal has been reduced by the Reduction
Percentage over the relevant period (the "Combined
Fees") will be withdrawn from the relevant Secured
Custody Accounts and sold on behalf of the Issuer
and the proceeds thereof, in the normal course,
paid to the Portfolio Adviser in consideration
for its services as Portfolio Adviser and also
its agreement to pay the fees and expenses due
to the other service providers in connection
with the Programme (but not including any indemnities
granted in favour of the other service providers).
Final Terms dated 23 March 2018
Silver - Series 2
SOURCE PHYSICAL MARKETS PLC
Issue of 102,000 Secured Silver-Linked Certificates due 2100
under the
Secured Precious Metals-Linked Certificates Programme
The Base Prospectus referred to below (as completed by these
Final Terms) has been prepared on the basis that, except as
provided in sub-paragraph (ii) below, any offer of Certificates in
any Member State of the European Economic Area which has
implemented the Directive 2003/71/EC, as amended (the "Prospectus
Directive") (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a
prospectus for offers of the Certificates. Accordingly any person
making or intending to make an offer of the Certificates may only
do so in:
(i) in circumstances in which no obligation arises for the
Issuer or any Authorised Participant to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer; or
(ii) in those Public Offer Jurisdictions mentioned in Part A
below and that such offer is made during the Offer Period specified
for such purpose therein.
Neither the Issuer nor any Authorised Participant has
authorised, nor do they authorise, the making of any offer of
Certificates in any other circumstances.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions (the "Conditions") set forth in the Base
Prospectus dated 30 March 2017 which constitutes a base prospectus
(the "Base Prospectus") for the purposes of the Prospectus
Directive. This document constitutes the Final Terms of the
Certificates described herein for the purposes of Article 5(4) of
the Prospectus Directive. These Final Terms contain the final terms
of the Tranche of Certificates described herein and must be read in
conjunction with such Base Prospectus.
Full information on the Issuer and the offer of the Tranche of
Certificates described herein is only available on the basis of the
combination of these Final Terms and the Base Prospectus. The Base
Prospectus is available for viewing at www.ise.ie and
www.sourceetf.com and during normal business hours at 6th Floor,
Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland. A summary
of the individual issue is annexed to these Final Terms.
4. Issuer: Source Physical Markets plc
5. Issue Date: 23 March 2018
6. Final Maturity Date: 31 December 2100
7. Underlying Precious Metal: Silver
8. Initial Per Certificate 1 fine troy ounces Silver (being
Entitlement to Underlying the Per Certificate Entitlement
Precious Metal as at the to Silver of the Certificates
Issue Date: already in issue, as at the Issue
Date)
9. Reduction Percentage: 0.39 per cent. per annum
10. Rounding Amount: The nearest 100 of a fine troy
ounce.
11. Issue Price: $ 16.078
12. Settlement (Condition 7): Cash Settlement or Physical Settlement
13. (c) Names and addresses Located at: http://www.source.info/investing.html?sessMode=true
of Authorised Participants:
(d) Date of Subscription 13 April, 2011
Agreement:
14. Total commission and concession: Not Applicable
15. Non-exempt Offer: Not Applicable
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue
and admission to trading on the regulated market of the Irish Stock
Exchange and the regulated market of the London Stock Exchange of
the Certificates described herein pursuant to the Secured Precious
Metals-Linked Certificates Programme of Source Physical Markets
plc.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained
in these Final Terms.
Signed on behalf of Source Physical Markets plc:
By: ............................................
Duly authorised
PART B - OTHER INFORMATION
1. LISTING
(a) Listing Ireland and London
(b) Admission to trading Application will be made
by the Issuer (or on its
behalf) for the Certificates
to be admitted to trading
on the regulated market
of the Irish Stock Exchange
and the regulated market
of the London Stock Exchange.
This Tranche of Certificates
is fungible with the Certificates
of the same Series already
in issue which have been
admitted to trading on the
regulated market of the
Irish Stock Exchange and
the regulated market of
the London Stock Exchange.
EXPENSES OF THE OFFER
2. Estimate of total expenses related to admission to
trading:
OPERATIONAL INFORMATION Irish Stock Exchange listing:
EUR500
3. ISIN Code: IE00B43VDT70
Delivery: Delivery against payment
Summary of Programme
Summaries are made up of disclosure requirements known as
"Elements". These elements are numbered in Sections A-E
(A.1-E.7).
This summary contains all the Elements required to be included
in a summary for this type of securities and Issuer. Because some
Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the
summary because of the type of securities and Issuer, it is
possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is
included in the summary with the mention of "not applicable".
Section A - Introduction and warnings
Element Description Disclosure requirement
of Element
A.1 Standard Warning This summary should be read as an introduction
to this Base Prospectus. Any decision to invest
in the Certificates should be based on consideration
of this Base Prospectus as a whole by the investor.
Where a claim relating to the information contained
in this Base Prospectus is brought before a
court, the plaintiff investor might, under the
national legislation of the Member States, have
to bear the costs of translating this Base Prospectus
before the legal proceedings are initiated.
Civil liability attaches only to those persons
who have tabled the summary including any translation
thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together
with the other parts of this Base Prospectus
or it does not provide, when read together with
the other parts of this Base Prospectus, key
information in order to aid investors when considering
whether to invest in the Certificates.
A.2 Disclosure The Issuer has consented to the use of the Base
of consent Prospectus, and has accepted responsibility
for use of for the content of the Base Prospectus, with
the Base Prospectus respect to subsequent resale or final placement
for subsequent by way of public offer of the Certificates by
resale or final any financial intermediary in any of Austria,
placement of Belgium, Denmark, Finland, France, Germany,
securities Italy, Luxembourg, The Netherlands, Norway,
by financial Portugal, Spain, Sweden and the United Kingdom
intermediaries which is an investment firm within the meaning
of MiFID and which is authorised in accordance
with MiFID in any member state. Such consent
applies to any such resale or final placement
by way of public offer during the period of
12 months from the date of the Base Prospectus
unless such consent is withdrawn prior to that
date by notice published on the website of the
Portfolio Adviser (www.sourceetf.com). Other
than the right of the Issuer to withdraw the
consent, no other conditions are attached to
the consent described in this paragraph.
In the event of an offer being made by a financial
intermediary, this financial intermediary will
provide information to investors on the terms
and conditions of the offer at the time the
offer is made.
Section B - Issuer
Element Description Disclosure requirement
of Element
B.1 Legal and Commercial Source Physical Markets Public Limited Company
Name of the (the "Issuer").
Issuer
B.2 Domicile The Issuer is a public limited liability company
/Legal Form incorporated in Ireland under the Irish Companies
/Legislation Acts 1963 to 2009 (which has been repealed and
/Country of replaced by the Irish Companies Act 2014) with
Incorporation registered number 471344.
B.16 Control of All the issued shares of the Issuer are held
Issuer to the order of Deutsche International Finance
(Ireland) Limited (the "Share Trustee") under
the terms of a declaration of trust dated 12
June 2009 under which the Share Trustee holds
them on trust for charitable purposes. The Share
Trustee has no beneficial interest in and derives
no benefit (other than its fees for acting as
Share Trustee) from its holding of the shares
in the Issuer.
B.17 Credit ratings Not applicable - the Certificates will not be
rated.
B.20 Special Purpose The Issuer has been established as a special
Vehicle purpose vehicle for the purposes of issuing
asset backed securities.
B.21 Principal activities The Issuer is a special purpose vehicle whose
and global sole business is the issue of asset backed securities.
overview of The Issuer has established a programme (the
parties "Programme"), described in the Base Prospectus,
under which it can, from time to time, issue
series (each, a "Series") of secured exchange
traded certificates linked to one of gold, silver,
platinum or palladium (each a "Precious Metal")
(the "Certificates"). Each Series of Certificates
will be separate (or "ring-fenced") from each
other Series of Certificates.
A number of other parties have roles in connection
with the Programme:
Arranger and Portfolio Advisor: Source UK Services
Limited, a private limited company established
in England, will act as the arranger (the "Arranger")
and the portfolio advisor (the "Portfolio Advisor")
in respect of the Programme. As Arranger, Source
UK Services Limited has arranged the establishment
of the Programme for the Issuer and as Portfolio
Advisor, Source UK Services Limited is principally
responsible for providing certain advisory services
Trustee: Deutsche Trustee Company Limited will
act as trustee in respect of each Series of
Certificates (the "Trustee"). The Trustee acts
as trustee for the Certificateholders of each
Series of Certificates and also as security
trustee (holding the benefit of the security
granted by the Issuer over certain of its assets
in respect of a Series on trust for the Certificateholders
and other transaction parties in respect of
that Series).
Portfolio Administrator and Account Bank: Wells
Fargo Bank, N.A., will act as portfolio administrator
(the "Portfolio Administrator") and account
bank (the "Account Bank") in respect of each
Series of Certificates. As Portfolio Administrator
it will make various non-discretionary determinations
that affect the Certificates of a Series, including
but not limited to, determining the Per Certificate
Entitlement for a Series and the Cash Amount
payable or the Delivery Amount deliverable on
a redemption of Certificates. As Account Bank
it will conduct certain money management functions
for the Issuer in relation to all Series of
Certificates.
Principal Paying Agent: Deutsche Bank AG, London
Branch will act as principal paying agent (the
"Principal Paying Agent") in respect of each
Series of Certificates. As principal paying
agent it will make certain payments in respect
of the Certificates.
Custodian: JPMorgan Chase Bank, National Association
will act as custodian (the "Custodian") in respect
of each Series of Certificates. As Custodian,
it will hold in custody at its London vault
premises, on behalf of the Issuer, a quantity
of the relevant Precious Metal relating to such
Series.
Registrar: Computershare Investor Services (Ireland)
Limited will act as registrar (the "Registrar")
in respect of each Series of Certificates. As
Registrar, it will provide registrar and CREST
transfer agency services to the Issuer in connection
with the Certificates.
Precious Metals Counterparty: JPMorgan Chase
Bank, N.A. will act as the precious metals counterparty
(the "Precious Metals Counterparty") to the
Issuer in respect of the purchase and sale of
Precious Metals.
Authorised Participants: Each entity appointed
as an authorised participant under the Programme
(each an "Authorised Participant") is authorised
to subscribe for the Certificates of a Series
in respect of which they are acting as Authorised
Participants in consideration of cash payment,
physical delivery of the relevant Precious Metal
or a combination of both. A Series of Certificates
may have different Authorised Participants to
the other Series, and the Authorised Participants
for a particular Series will be specified in
the Final Terms for that Series.
B.22 No Financial Not applicable - as the Issuer has commenced
Statements operations and prepared financial statements
since incorporation.
B.23 Key historical 31 Dec 31 Dec
financial information 2015 2014
$ $
ASSETS
Cash and cash equivalents 9 234,445 235,953
Other receivables 10 3,166,931 1,587,220
Financial assets
designated at fair
value through profit
or loss 12 1,798,284,838 1,919,987,722
Total assets 1,801,686,214 1,921,810,895
============== ==============
LIABILITIES AND EQUITY
Current Liabilities
Other payables 14 3,804,071 2,262,047
Financial liabilities
designated at fair
value through profit
or loss 13 1,797,824,006 1,919,491,086
Total liabilities 1,801,628,077 1,921,753,133
============== ==============
Shareholders' Funds-Equity
Share capital 15 55,512 55,512
Revenue reserves 2,625 2,250
-------------- --------------
Total equity 58,137 57,762
-------------- --------------
Total liabilities
and equity 1,801,686,214 1,921,810,895
============== ==============
B.24 Material adverse Not Applicable - There has been no material
change adverse change in the prospects of the Issuer
since the date of its last published audited
financial statements.
B.25 Description The underlying assets for a Series of Certificates
of underlying is the specified pool of a particular Precious
assets Metal recorded in the relevant custody accounts
of the Issuer with the Custodian from time to
time. On any date, such pool is expected to
comprise an amount of the relevant Precious
Metal no less than the aggregate of the Per
Certificate Entitlement to such Precious Metal
for all outstanding Certificates of such Series.
"Per Certificate Entitlement" means the per
Certificate entitlement to the underlying Precious
Metal specified in the Final Terms (the "Initial
Per Certificate Entitlement") which is thereafter
reduced by the Reduction Percentage.
"Reduction Percentage" means the percentage
rate by which the Initial Per Certificate Entitlement
will reduce on a daily basis on the assumption
that the daily rate will be the per annum rate
specified in the Final Terms divided by 365
and applied accordingly.
B.26 Investment Not applicable - there is no active management
management of the assets of the Issuer.
B.27 Further issuances Not applicable - the Issuer will not issue further
backed by same securities backed by the same pool of assets.
pool of assets
B.29 Description Save to the extent that the Authorised Participant
of the flow as subscribed for the issue of Certificates
of funds in whole or in part by the physical delivery
of the relevant Precious Metal in respect of
the Series (the "Underlying Precious Metal"),
the net proceeds from each issue of Certificates
will be used (a) to purchase the Underlying
Precious Metal and (b) to pay any listing fees
incurred in connection with the listing of the
Certificates.
The Certificates will not bear interest.
On redemption, a Certificateholder will, in
respect of a Certificate, receive on a date
on or before the third business day following
the relevant Eligible Redemption Valuation Date(being
any business day) (in each case the "Settlement
Date"):
1. an amount in US dollars determined by the
Portfolio Administrator equal to the amount
of received by the Issuer in respect of the
sale of the relevant amount of the Underlying
Precious Metal in respect of such Certificates
less all expenses, fees and charges incurred
or to be incurred by the Issuer in respect of
such redemption, subject to a minimum of US$0.01
(the "Cash Amount");
or, if requested by the Certificateholder and
certain conditions being fulfilled,
2. an amount of the Underlying Precious Metal
determined by the Portfolio Administrator equal
to:
1. the aggregate Per Certificate Entitlement
to the Underlying Precious Metal at the relevant
Eligible Redemption Valuation Date; less
2. an amount of the Underlying Precious Metal
equal in value (as determined by the Portfolio
Administrator by reference to prevailing market
conditions) to all expenses, fees and charges
incurred or to be incurred in connection with
such redemption,
(the "Delivery Amount").
B.30 Originators Not applicable - there are no originators of
of securitised the Precious Metals
assets
Section C - Securities
Element Description Disclosure requirement
of Element
C.1 Type and class The Issuer may issue secured exchange traded
of securities Precious Metal linked certificates. Each Series
being offered may be issued in tranches (each a "Tranche")
and/or admitted on the same or different issue dates.
to trading.
Underlying Precious Metal: Silver
ISIN: IE00B43VDT70
C.2 Currency US dollars
C.8 Rights attached Payment of redemption amount
to the securities
Each Certificate gives the holder the right
to receive the applicable payment (or in certain
circumstances, the delivery of an amount of
the Underlying Precious Metal) on its redemption,
as described in C.9.
Status and Security
The Certificates constitute secured, limited
recourse obligations of the Issuer.
The Certificates will be secured pursuant to
the security deed entered into by the Trustee
and the Issuer (the "Security Deed") in favour
of the Trustee for itself and for the other
parties listed and entitles to payment in the
Payment Priorities (the "Secured Creditors"),
as follows:
(a) a first fixed charge over all of the Issuer's
rights, title and interest in and to the Underlying
Precious Metal from time to time standing to
the credit of the unallocated account of the
Issuer with the Custodian, in which the Custodian
holds the Underlying Precious Metal on an unallocated
basis (the "Secured Unallocated Account") and
all rights and sums derived therefrom from time
to time;
(b) a first fixed charge over all of the Issuer's
rights, title and interest in and to the Underlying
Precious Metal from time to time standing to
the credit of the unallocated account of the
Issuer with the Custodian, in which the Custodian
holds the Underlying Precious Metal to which
the Certificates are linked, on an allocated
basis (the "Secured Allocated Account") and
all rights and sums derived therefrom from time
to time; and
(c) an assignment by way of security of the
Issuer's rights, title and interest in and to
each of the transaction documents relating to
the Programme to the extent that they relate
to the Certificates and any sums payable thereunder
including the Issuer's rights to any sums held
by any other party thereto to meet payments
due in respect of the Certificates, but only
to the extent that the same relates to the Certificates.
In addition, the Certificates will be secured
by a security agreement (the "Security Agreement")
between the Issuer and the Trustee which creates
in favour of the Trustee, a New York law governed
security interest over the cash account maintained
by the Account Bank in respect of the Certificates
(the "Issuer Cash Account").
(collectively, the "Security").
Limited Recourse
In respect of any Series of Certificates, the
Certificateholders shall have recourse only
to the property of the Issuer which is subject
to the Security (the "Secured Property") in
respect of such Series of Certificates. If the
net proceeds of the realisation of the Secured
Property are not sufficient to make all payments
due in respect of the Certificates and due to
each other creditor relating to the Certificates,
no other assets of the Issuer will be available
to meet such shortfall, the claims of the Certificateholders
and any other creditors relating to the Certificates
in respect of any such shortfall shall be extinguished.
No party will be able to petition for the winding-up
of the Issuer as a consequence of any such shortfall.
Events of Default
If any of the following events ("Certificate
Events of Default") occurs, the Trustee shall,
if so directed and may, at its discretion, give
notice to the Issuer that the Certificates are,
and they shall immediately become, due and payable:
1. the Issuer fails to pay any amounts due in
respect of the Certificates or deliver any Underlying
Precious Metal due in respect of the Certificates
within 5 business days of the due date for payment
or delivery, other than as contemplated by the
conditions of the Certificates;
2. the Issuer defaults in the performance or
observance of any of its other obligations under
the Certificates or any of the other documents
relating to the issue of the Certificates or
any of the covenants of the Issuer contained
in the trust deed between the Issuer, the Trustee
and the Portfolio Adviser which default is incapable
of remedy or, if in the opinion of the Trustee
capable of remedy, is not in the opinion of
the Trustee remedied within 30 days after notice
of such default shall have been given to the
Issuer by the Trustee;
3. an insolvency event occurs in relation to
the Issuer; or
4. it is or will become unlawful for the Issuer
to perform or comply with any of its obligations
under or in respect of the Certificates or any
of the other documents relating to the issue
of the Certificates.
Governing law
The Certificates, the Trust Deed and the Registrar
Agreement will be governed by Irish law. All
other transaction documents relating to the
Programme will be governed by English law.
C.9 In addition to the rights attached to the securities
set out in C.8 above:
Interest Not Applicable - No interest shall accrue and
be payable on the Certificates.
Redemption Final Redemption
All Certificates that have not been previously
redeemed or purchased or cancelled will be redeemed
on the date specified in the Final Terms as
the final maturity date (the "Final Maturity
Date") by payment of the relevant Cash Amount
(as defined above) in respect of such Certificates.
Certificateholder Optional Redemption
The Issuer shall at the option of a Certificateholder,
redeem some or all of the Certificate held by
such Certificateholder in respect of any Eligible
Redemption Valuation Date by payment of the
relevant Cash Amount on the relevant Settlement
Date ("Cash Settlement"), unless it is specified
in the redemption notice:
1. that the Certificateholder is electing for
settlement by the transfer of the Delivery Amount
of the relevant Underlying Precious Metal ("Physical
Delivery");
2. the number and account name of an unallocated
account in London with a member of the LBMA
or the LPPM where the relevant Delivery Amount
should be delivered; and
3. contains a representation and warranty from
the Certificateholder that (a) it is not a UCITS
fund; and (b) the request for Physical Settlement
and acceptance of the Delivery Amount is in
accordance with all laws and regulations applicable
to the Certificateholder.
Automatic Redemption for CREST Reasons
If on any date notice is received by or on behalf
of the Issuer that a Certificateholder has or
will cease to have an account with CREST, any
Certificates held by such Certificateholder
shall be automatically redeemed as if such Certificateholder
had delivery a redemption notice on such date
(or if that date is not an Eligible Redemption
Valuation Date, the next Eligible Redemption
Valuation Date) and Cash Settlement shall apply
to such redemption.
Optional Redemption in whole
The Issuer may redeem all (but not some only)
of the Certificates in respect of any Eligible
Redemption Valuation Date by payment of the
relevant Cash Amount in the relevant Settlement
Date, provided the Issuer has given not less
than 60 days' notice of its intention to redeem
all of the Certificates on such Eligible Redemption
Valuation Date to the Trustee, the Certificateholders,
other parties to the transaction documents relating
to the Programme and any stock exchange on which
the Certificates are listed.
Mandatory Redemption
The Issuer shall instruct the Portfolio Administrator
to sell all of the Secured Property and apply
the sales proceeds (less all expenses, fees
and charges) in accordance with the Payment
Priorities and redeem each outstanding Certificate,
in the event of:
1. changes in tax law which may result in withholding
to be applied to payments made by the Issuer
in respect of the Certificates, the cost of
the Issuer complying with its obligations in
respect of the Programme being material increased
or result in an increased VAT cost to the Issuer;
2. the resignation or termination of the appointment
of the Trustee, Custodian or Portfolio Administrator
and a successor is not appointed within the
prescribed timeframe;
3. the Certificates cease to be, or notice is
received that the Certificates will cease to
be held in uncertificated form and accepted
for clearance through CREST; or
4. if at any time the Portfolio Administrator
determines and notifies the Issuer that the
aggregate number of Certificates outstanding
on any day after the first anniversary of the
issue date of the first Tranche of Certificates
is less than 1,000,000.
Trustee: The Trustee in respect of the Certificates
shall be Deutsche Trust Company Limited.
C.10 Derivative Not applicable - the Certificates do not bear
component of interest at a prescribed rate.
interest
C.11 Admission to Application has been made to The Irish Stock
Trading Exchange Limited for the Certificates to be
admitted to the Official List and trading on
its regulated market.
Application has been made for the Certificates
to be admitted to the Official List maintained
by the UK Listing Authority for the purpose
of Part VI of the Financial Services and Markets
Act 2000 and the Financial Services Act 2012
and trading on the regulated market of the London
Stock Exchange plc.
C.12 Minimum denomination The Certificates are being treated by the Issuer
for the purposes of Annexes V and VII of Commission
Regulation No. 809/2004 of 29 April 2004, as
amended as having a minimum denomination of
less than EUR100,000.
C.15 Value of the Issue Price: $ 16.078
investment On redemption, a Certificateholder will, in
is affected respect of a Certificate, receive on the relevant
by the value Settlement Date (a) the Cash Amount; or (b)
of the underlying the Delivery Amount as determined in accordance
instruments with the Conditions from time to time.
C.16 Expiration/ Maturity Date: 31/12/2100
Maturity date
C.17 Settlement The Certificates will be held in uncertificated
form in accordance with the Irish Companies
Act 1990 (Uncertificated Securities) Regulations
1996 (S.I. No. 68 of 1996), as amended by the
Irish Companies Act 1990 (Uncertificated Securities)
(Amendment) Regulations 2005 (S.I. No. 693 of
2005) and such other regulations made under
section 1086 of the Irish Companies Act 2014
having force within Ireland as are applicable
to Euroclear UK & Ireland Limited (formerly
known as CRESTCo Limited) ("CREST") and/or the
CREST relevant system from time to time in force
(the "Regulations").
The Issuer will apply for the Certificates to
be accepted for clearance through CREST. The
Certificates are participating securities for
the purposes of the Regulations.
C.18 Description On redemption, a Certificateholder will, in
of return respect of a Certificate, receive on a date
on the relevant Settlement Date:
1. an amount in US dollars determined by the
Portfolio Administrator equal to the amount
of received by the Issuer in respect of the
sale of the relevant Underlying Precious Metal
in respect of such Certificates less all expenses,
fees and charges incurred or to be incurred
by the Issuer in respect of such redemption,
subject to a minimum of US$0.01; or
2. an amount of the Underlying Precious Metal
determined by the Portfolio Administrator equal
to:
1. the aggregate Per Certificate Entitlement
to the Underlying Precious Metal at the relevant
Eligible Redemption Valuation Date; less
2. an amount of the Underlying Precious Metal
equal in value (as determined by the Portfolio
Administrator by reference to prevailing market
conditions) to all expenses, fees and charges
incurred or to be incurred in connection with
such redemption.
C.19 Final price On redemption at maturity, a Certificateholder
/ exercise will, in respect of a Certificate, receive on
price the Final Maturity Date an amount in US dollars
determined by the Portfolio Administrator equal
to the amount of received by the Issuer in respect
of the sale of the relevant Underlying Precious
Metal in respect of such Certificates less all
expenses, fees and charges incurred or to be
incurred by the Issuer in respect of such redemption,
subject to a minimum of US$0.01.
C.20 Type of underlying Information on the past and the future performance
and where information and volatility of silver prices can be found
on underlying at Bloomberg ticker "SLVRLN".
can be found
Section D - Risks
Element Description Disclosure requirement
of Element
D.2 Key risks specific The Issuer has been established as a special
to the Issuer purpose vehicle for the purpose of establishing
the Programme and issuing multiple series of
asset backed securities, holding the Underlying
Precious Metal for each Series, through the
Custodian, and entering into, and performing
its obligations under, agreements related to
the foregoing. The Issuer has, and will have,
no assets other than its issued and paid-up
share capital, such fees (as agreed) payable
to it in connection with the issue of Certificates
or entry into other obligations from time to
time and any Secured Property and any other
assets on which Certificates or other obligations
are secured.
The Issuer is an Irish company. Under Irish
law, upon an insolvency of an Irish company,
when applying the proceeds of assets subject
to fixed security which may have been realised
in the course of a liquidation or receivership,
the claims of a limited category of preferential
creditors will take priority over the claims
of creditors holding the relevant fixed security.
Section E - Offer
Element Description Disclosure requirement
of Element
E.2b Reasons for Not applicable - the reasons for the offer and
the offer and use of proceeds are not different from making
use of proceeds profit and/or hedging.
E.3 Terms and conditions Offers and sales of the Certificates to an investor
of the offer by an Authorised Participant will be made, in
accordance with any terms and other arrangements
in place between such Authorised Participant
and such investor including as to price, allocations
and settlement arrangements. Neither the Issuer
nor the Arranger will be a party to any such
arrangements with investors (except where the
Arranger itself offers Certificates to an investor)
and, accordingly, this Base Prospectus and any
Final Terms may not contain such information
and, in such case, an investor must obtain such
information from the relevant Authorised Participant
or the Arranger, as applicable. Investors should
however note the following:
Amount of the offer: The number of Certificates
subject to the offer will be determined on the
basis of the demand for the Certificates and
prevailing market conditions and be published,
provided that the aggregate number of all Certificates
of any and all Series outstanding from time
to time shall not in any event exceed 1,000,000,000
(the "Programme Limit").
Offer Price: The offer price per Certificate
will be equal to the Issue Price, subject to
any applicable fees and commissions of the person
offering such Certificate.
Offer Period: Certificates may be offered to
an investor at any time between the Issue Date
of the first Tranche of a Series of Certificates
and the Maturity Date of such Series.
Issue Date: 23/03/2018
E.4 Material interests Source UK Services Limited which is acting as
in the offer Portfolio Adviser and Arranger in respect of
the Programme has a relationship with certain
Authorised Participants under the Programme
and may have a relationship with future Authorised
Participants appointed to the Programme. Such
relationships may therefore potentially give
rise to conflicts of interest which are adverse
to the interests of the Certificateholders.
The Authorised Participants and/or their affiliates
actively trade in commodities markets. These
activities could give rise to conflicts of interest
which are adverse to the interests of the Certificateholders
and could adversely affect the market value
of the Certificates.
E.7 Expenses chargeable In connection with the redemption of any Certificate
to Investors at the option of a Certificateholder, a redemption
notice fee of up to US$500.00 will be payable
by the relevant Certificateholder.
The Cash Amount payable or the Delivery Amount
deliverable, as applicable, in respect of any
redemption is calculated net of all expenses,
fees and charges incurred or to be incurred
in connection therewith.
From time to time, in respect of Certificates,
a portion of the Underlying Precious Metal equal
to the aggregate of the daily amounts by which
the Per Certificate Entitlement to such Underlying
Precious Metal has been reduced by the Reduction
Percentage over the relevant period (the "Combined
Fees") will be withdrawn from the relevant Secured
Custody Accounts and sold on behalf of the Issuer
and the proceeds thereof, in the normal course,
paid to the Portfolio Adviser in consideration
for its services as Portfolio Adviser and also
its agreement to pay the fees and expenses due
to the other service providers in connection
with the Programme (but not including any indemnities
granted in favour of the other service providers).
This announcement has been issued through the Companies
Announcement Service of
the Irish Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ISEUOOARWKAOUAR
(END) Dow Jones Newswires
March 23, 2018 07:46 ET (11:46 GMT)
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