14th Mar 2011 11:17
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR TO THE GENERAL PUBLIC IN THE UNITED KINGDOM OR JERSEY
Appointment of Merrill Lynch Commodities, Inc. as anadditional Commodity Contract Counterparty
ETFS Commodity Securities Limited ("CSL") is pleased to announce that it has entered into facility agreements appointing Merrill Lynch Commodities, Inc. ("MLCI") as an additional Commodity Contract Counterparty for its Classic and Forward Commodity Securities and for its Short and Leveraged Commodity Securities (together the "Commodity Securities").
Upon the facility agreements becoming effective both UBS AG, London branch ("UBS") and MLCI will act as Commodity Contract Counterparties. This means that the Commodity Securities will be backed by Commodity Contracts created with either UBS or MLCI as determined by CSL in accordance with arrangements agreed between CSL, UBS and MLCI. All Commodity Securities of any one class will be fungible with all other Commodity Securities of that class. The obligations of MLCI will be supported by collateral in a similar manner to those of UBS. The payment obligations of MLCI will also be guaranteed by Bank of America Corporation.
The effectiveness of the facility agreements with MLCI is subject to the satisfaction or waiver of a number of conditions including:
·; the Authorised Participant Agreements with certain of the existing Authorised Participants becoming operative with MLCI; and
·; supplemental trust instruments having been entered into amending the Conditions of the Classic and Forward Commodity Securities and of the Short and Leveraged Commodity Securities and such amendments having become effective.
CSL and MLCI have agreed to cooperate in good faith and a commercially reasonable manner to procure satisfaction of these conditions as soon as reasonably practicable.
CSL also gives notice that it has entered into supplemental trust instruments with The Law Debenture Trust Corporation p.l.c. dated 14 March 2011 inter alia amending the Conditions of the Classic and Forward Commodity Securities and of the Short and Leveraged Commodity Securities and making certain other changes to the Trust Instruments. Such amendments will come into force on a date (the "Effective Date") not earlier than 30 days from the date of this notice when the conditions referred to above have been satisfied or waived. CSL will make a further announcement not less than two Business Days prior to the Effective Date specifying the Effective Date.
In conjunction with the new facility agreements with MLCI, CSL has also entered into agreements with UBS amending and restating the UBS Facility Agreements.
Supplementary prospectuses will be published as soon as practicable giving information on MLCI, the agreements with MLCI and the amended agreements between CSL and UBS and will be made available at http://www.etfsecurities.com/en/document/etfs_prospectus_confirm.aspx. Such supplementary prospectuses will also include the text of the new Conditions of the Classic and Forward Commodity Securities and of the Short and Leveraged Commodity Securities. Pending such publication the text of the new Conditions of the Classic and Forward Commodity Securities and the Short and Leveraged Commodity Securities and copies of the supplemental trust instruments are available for inspection at the offices of CSL and at http://etfsecurities.com/en/updates/document_pdfs/ETFS_Classic_and_Forward_Commodity_Securities-The_Conditions.pdf and
http://etfsecurities.com/en/updates/document_pdfs/ETFS_Short_and_Leveraged_Commodity_Securities-The_Conditions.pdf
Security Holders should note that the obligations of CSL under the Commodity Securities are not and will not be guaranteed by UBS or MLCI, the collateral provided by UBS will only support Commodity Contracts with UBS and the collateral provided by MLCI will only support Commodity Contracts with MLCI, and neither of UBS and MLCI will guarantee the obligations to CSL of the other.
ENDS
For further information, please contact:
Scott Thompson
ETF Securities Marketing LLP
Tel: +44 20 7448 4373
Email address: [email protected]
This release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Commodity Securities or any other securities issued or to be issued by CSL, nor shall it or any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto. Any offer, invitation or solicitation shall be made solely by means of the relevant prospectus and supplementary prospectus(es) and recipients of this release who are considering a purchase or subscription of securities are reminded that any such purchase or subscription should be made solely on the basis of the information contained in such prospectus and any supplementary prospectus(es). This release does not constitute any recommendation regarding the Commodity Securities.
The communication of this release is not being made by, and this release has not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly this release is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this release or any other document issued in connection with the offer, subscription or sale of any Commodity Securities is only being made to and directed at those persons in the United Kingdom falling within the definition of Investment Professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order or any person to whom it may otherwise lawfully be made (all such persons together being referred to as "relevant persons"). The communication of this release (or any other document issued in connection with the offer, subscription or sale of the Commodity Securities) must not be acted upon or relied upon by persons who are not relevant persons. Persons distributing this release must satisfy themselves that it is lawful to do so. All applicable provisions of the FSMA must be complied with in respect of anything done in relation to the Commodity Securities in, from or otherwise involving the United Kingdom.
This is not an offer of securities for sale in the United States. Commodity Securities have not been and will not be registered under the US Securities Act or any other applicable law of the United States. The Commodity Securities are being offered and sold only outside the United States to non-US persons in reliance on the exemption from registration provided by Regulation S of the United States Securities Act of 1933 (as amended). CSL has not been and does not intend to become registered as an investment company under the United States Investment Company Act of 1940 (as amended) and related rules. The Commodity Securities and any beneficial interest therein may not be reoffered, resold, pledged or otherwise transferred in the United States or to US persons. If CSL determines that any Security Holder is a Prohibited US Person (being a US Person who is not a "qualified purchaser" as defined in the United States Investment Company Act of 1940 (as amended)),CSL may redeem the Securities held by that Security Holder in accordance with the provisions described in the Prospectus relating to those Commodity Securities. The Commodity Securities may not be purchased by any "employee benefit plan" within the meaning of section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), subject to Part 4. Subtitle B of Title 1 of ERISA, any "plan" to which section 4975 of the United States Internal Revenue Code of 1986, as amended (the "Code") applies (collectively "Plans"), any entity whose underlying assets include "plan assets" of any of the foregoing Plans within the meaning of 29 C.F.R. Section 2510.3-101 or section 3(42) of ERISA, as they may be modified, by reason of a Plan's investment in such entity, any government or church plan that is subject to any U.S. Federal, state or local law that is similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any person who holds Commodity Securities on behalf of, for the benefit of or with any assets of any such plan or entity (any such employee benefit plan, plan or entity, a "Prohibited Benefit Plan Investor"). If CSL determines that any Security Holder is a Prohibited Benefit Plan Investor, CSL may redeem the Securities held by that Security Holder in accordance with the provisions described in the Prospectus relating to those Commodity Securities.
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