8th Jul 2014 10:21
Final Terms dated 08 July 2014
Gold - Series 1
SOURCEPHYSICAL MARKETS PLC
Issue of 4,059 SecuredGold-Linked Certificates due 2100 under the SecuredPrecious Metals-LinkedCertificates Programme
The Base Prospectusreferred to below (as completed by these Final Terms) has been preparedon 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 Prospectus Directive (2003/71/EC) as amended by Directive 2010/73/EU (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:
(a) in circumstances in which no obligation arises for the Issuer or any Authorised Participant to publish a prospectus pursuant to Article 3 of the ProspectusDirective or supplement a prospectus pursuantto Article
16 of the Prospectus Directive, in each case, in relation to such offer; or
(b) in those Public Offer Jurisdictions mentioned in Part A below and that such offer is made during the Offer
Period specifiedfor such purpose therein.
Neither the Issuer nor any AuthorisedParticipant 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 definedas such for the purposesof the Conditions (the "Conditions") set forth in the Base Prospectus dated 04 April 2014 which constitutes a base prospectus (the "Base Prospectus")for the purposes of the Prospectus Directive. This documentconstitutes the Final Termsof the Certificates described herein for the purposesof Article 5(4) of the ProspectusDirective. These Final Terms contain the final terms of the Tranche of Certificates describedherein and must be read in conjunction with such Base Prospectus.
Full information on the Issuer and the offer of the Tranche of Certificates describedherein 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.source.info and during normal businesshours at 5 Harbourmaster Place, IFSC, Dublin 1, Ireland. A summary of the individual issue is annexedto these Final Terms.
1. | Issuer: | Source Physical Markets plc |
2. |
Issue Date: |
09 July 2014 |
3. |
Final Maturity Date: |
31 December, 2100 |
4. |
Underlying Precious Metal: |
Gold |
5. Initial Per Certificate Entitlement to Underlying
Precious Metal as at the Issue Date:
0.1 fine troy ounces Gold (being the Per Certificate Entitlement to Gold of the Certificates already in issue, as at the Issue Date)
6. Reduction Percentage: 0.29 per cent. per annum
7. Rounding Amount: The nearest1000 of a fine troy ounce.
8. Issue Price: $129.3938
9. Settlement (Condition 7): Cash Settlement or Physical Settlement
10. (a) Names and addresses of Authorised
Participants:
Located at:
http://www.source.info/investing.html?sessMode=true
(b) Date of Subscription Agreement: 11th April, 2011
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 admissionto trading on the regulated marketof the Irish Stock Exchange,the regulated market of the London Stock Exchangeand the RegulatedMarket (General Standard)(Regulierter Markt (GeneralStandard)) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) 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 containedin these Final Terms. Signed on behalf of Source Physical Markets plc:
By: ............................................ Dulyauthorised
PART B - OTHER INFORMATION
1. LISTING
(a)
(b) | Listing
Admission to trading | Ireland, London and Frankfurt
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 and the Regulated Market (General Standard) (Regulierter Markt (General Standard)) of the Frankfurt Stock Exchange (Frankfurter | ||
Wertpapierbörse). | ||
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 and the Regulated Market (General Standard) of the Frankfurt | ||
Stock Exchange. |
2. EXPENSES OF THE OFFER
Estimate of total expenses related to
admission to trading:
Irish Stock Exchange listing: €500
3. OPERATIONAL INFORMATION
ISIN Code: IE00B579F325 and DE000A1MECS1 (for Certificates listed on the Frankfurt Stock Exchange, which are issued in accordance withthe terms of the Base Prospectus, whereby up to 500,000,000 Certificates may be admitted to the Frankfurt Stock Exchange.)
Delivery: Deliveryagainst 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 requiredto 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 possiblethat no relevantinformation can be given regardingthe Element. In this case a short description of the Element is included in the summary with the mentionof "not applicable".
Section A - Introduction and warnings
Element Description of Element
Disclosure requirement
A.1 Standard Warning This summary should be read as an introduction to this Base Prospectus. Any decision toinvest in the Certificates should be based on consideration of this Base Prospectusas 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 MemberStates, have to bear the costs of translating this Base Prospectus before the legal proceedings are initiated. Civil liabilityattaches only to those persons who have tabled the summary including any translation thereof,but only if the summary is misleading, inaccurateor inconsistent when read together with the otherparts 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 whetherto invest in the Certificates.
A.2 Disclosure of consent for use of the Base Prospectus for subsequent resaleor final placement of securities by financial intermediaries
The Issuer has consentedto the use of the Base Prospectus, and has accepted responsibility for the content of the Base Prospectus, with respect to subsequentresale or final placement by way of public offer of the Certificates by any financial intermediary in any of Austria,Belgium, Denmark, Finland,France, Germany, Italy, Luxembourg, The Netherlands, Norway, Portugal, Spain, Sweden and the United Kingdom 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 suchresale 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 thatdate by notice published on the website of the Portfolio Adviser (www.source.info). Other than the right of the Issuer to withdrawthe consent, no other conditions are attached to the consent describedin this paragraph.
In the event of an offer being made by a financialintermediary, this financial intermediary will provide information to investors on the terms and conditionsof the offer at the time the offer is made.
Section B - Issuer
Element Description of Element
Disclosure requirement
B.1 Legal and Commercial Name of the Issuer
Source Physical MarketsPublic Limited Company(the "Issuer").
B.2 Domicile /Legal Form /Legislation /Country of Incorporation
The Issuer is a public limited liabilitycompany incorporated in Ireland under the Irish Companies Acts 1963 to 2009 with registered number 471344.
B.16 Control of Issuer All the issued shares of the Issuerare held to the orderof 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 Vehicle
The Issuer has been established as a special purpose vehicle for the purposes of issuing asset backed securities.
B.21 Principal activities and global overview of parties
The Issuer is a special purpose vehicle whose sole business is the issue of asset backed securities. The Issuer has established a programme (the "Programme"), describedin 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 partieshave roles in connection with the Programme:
Arranger and Portfolio Advisor: Source UK ServicesLimited, 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 providingcertain advisory services
Trustee: DeutscheTrustee 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 Seriesof Certificates and also as security trustee (holdingthe benefit of the security granted by the Issuer over certain of its assets in respect of a Series ontrust for the Certificateholders and other transaction parties in respectof 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, includingbut not limited to, determining the Per Certificate Entitlement for a Series and the Cash Amountpayable or the DeliveryAmount deliverable on a redemption of Certificates. As Account Bank it will conduct certain money management functions for the Issuer in relation to all Seriesof Certificates.
Principal Paying Agent: Deutsche Bank AG, LondonBranch 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 paymentsin 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 custodyat its London vault premises,on behalf of the Issuer, a quantityof 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 transferagency services to the Issuer in connection with the Certificates.
Precious MetalsCounterparty: JPMorganChase 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 AuthorisedParticipants in consideration of cash payment, physical delivery of the relevant PreciousMetal or a combination of both. A Series of Certificates may have different Authorised
Participants to the other Series, and the AuthorisedParticipants for a particularSeries will be specifiedin the Final Terms for that Series.
B.22 No Financial Statements
Not applicable - as the Issuer has commenced operations and prepared financial statements since incorporation.
B.23 | Key historical financial information |
31 Dec 2012 |
31 Dec 2011 | ||
$ |
$ | ||||
ASSETS | |||||
Cash and cash equivalents |
9 |
19,623 |
43,735 | ||
Other receivables |
10 |
19,372,095 |
4,479,129 | ||
Financial assets designated at fair value through profit or loss |
12 |
4,037,060,071 |
2,205,617,830 | ||
Total assets |
4,056,451,789 |
2,210,140,694 | |||
LIABILITIES AND EQUITY | |||||
Current Liabilities | |||||
Other payables |
14 |
20,329,405 |
4,977,184 | ||
Financial liabilities designated at fair value through profit or loss |
13 |
4,036,065,372 |
2,205,106,873 | ||
Total liabilities |
4,056,394,777 |
2,210,084,057 | |||
Shareholders' Funds-Equity | |||||
Share capital |
15 |
55,512 |
55,512 | ||
Revenue reserves |
1,500 |
1,125 | |||
Total equity |
57,012 |
56,637 | |||
Total liabilities and equity |
4,056,451,789 |
2,210,140,694 |
B.24 Material adverse change
Not Applicable - There has been no materialadverse change in the prospects of the
Issuer since the date of its last published audited financialstatements.
B.25 Description of underlying assets
The underlying assets for a Series of Certificates is the specifiedpool of a particular Precious Metal recorded in the relevant custody accounts of the Issuer with the Custodian from time to time. Onany date, such pool is expected to comprisean amount of the relevant Precious Metal no less than the aggregate of the Per Certificate Entitlement to such PreciousMetal 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 reducedby 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 dividedby 365 and applied accordingly.
B.26 Investment management
Not applicable - there is no activemanagement of the assets of the Issuer.
B.27 Further issuances backed by same pool of assets
Not applicable - the Issuer will not issue further securities backed by the same pool of assets.
B.29 Description of the flow of funds
Save to the extent that the Authorised Participant as subscribed for the issue of Certificates in whole or in part by the physical deliveryof the relevant Precious Metal in respectof the Series (the "Underlying PreciousMetal"),the net proceeds from each issue of Certificates will be used (a) to purchasethe Underlying Precious Metaland (b) to pay any listingfees incurred in connection with the listingof the Certificates.
The Certificates will not bear interest.
On redemption, a Certificateholder will, inrespect of aCertificate, receiveon a date on or before the third business day followingthe relevant EligibleRedemption Valuation Date(being any businessday) (in each case the "Settlement Date"):
1. an amount in US dollarsdetermined by the Portfolio Administrator equal to the amount of received by theIssuer in respect of the sale of the relevant amount of the Underlying Precious Metal in respect of such Certificates less all expenses, fees and chargesincurred 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 aggregatePer Certificate Entitlement to the Underlying Precious Metal at the relevantEligible 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 of securitised assets
Not applicable - there are no originators of the PreciousMetals
Section C - Securities
Element Description of Element
Disclosure requirement
C.1 Type and class of securities being offered and/or admitted to trading.
The Issuer may issue secured exchangetraded Precious Metal linked certificates. Each Series may be issued in tranches(each a "Tranche")on the same or differentissue dates.
Underlying PreciousMetal: Gold
ISIN: IE00B579F325 & DE000A1MECS1
C.2 Currency US dollars
C.8 Rights attachedto the securities
Paymentof redemption amount
EachCertificate gives the holder the right to receivethe applicable payment (or in certain circumstances, the delivery of an amountof the Underlying Precious Metal) on its redemption, as described in C.9.
Statusand 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 Trusteeand the Issuer (the "Security Deed") in favour of the Trustee for itself and forthe other parties listed and entitlesto payment in the Payment Priorities (the "Secured Creditors"), as follows:
(a) a first fixed charge over all of the Issuer'srights, title and interestin and to the Underlying Precious Metal from time to time standing tothe credit of the unallocated accountof the Issuer with the Custodian, in whichthe Custodian holds the Underlying PreciousMetal 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'srights, title and interestin and to the Underlying Precious Metal from time to time standingto 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 AllocatedAccount") and all rights and sums derived therefrom from time to time; and
(c) an assignment by way of security of the Issuer'srights, title and interest in andto each of the transaction documents relating to the Programme to the extent that they relate to the Certificates and any sumspayable thereunderincluding 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 securityinterest over the cash account maintained by the AccountBank 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 theproperty of the Issuer which is subject to the Security(the "Secured Property") in respect of such Series of Certificates. If the net proceedsof the realisation of the Secured Property are not sufficient to make all payments due in respectof the Certificates and due to each other creditorrelating to the Certificates, no other assets ofthe Issuer will be available to meet such shortfall, the claims of the Certificateholders and any other creditors relatingto the Certificates in respect of any suchshortfall 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 directedand 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 Trusteeand the Portfolio Adviserwhich default is incapable of remedy or, if in the opinion of the Trusteecapable 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 datenotice is received by or on behalf of the Issuer that a Certificateholder hasor will cease to have an accountwith 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 EligibleRedemption Valuation Date) and Cash Settlement shall apply to suchredemption.
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 Issuerhas 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 Programmeand any stock exchange on which the Certificates are listed.
Mandatory Redemption
The Issuer shall instruct the PortfolioAdministrator to sell all of the Secured Property and apply thesales proceeds (less all expenses, fees and charges) in accordancewith the PaymentPriorities and redeemeach outstanding Certificate, in the event of:
1. changes in tax law which may result in withholding to be applied to payments made by the Issuerin respect of the Certificates, the cost of the Issuer complying with its obligations in respect of the Programme being material increasedor result in an increasedVAT 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 ceaseto be, or notice is receivedthat the Certificates will cease to be held in uncertificated form and acceptedfor clearance through CREST; or
4. ifat any time the PortfolioAdministrator determines and notifiesthe Issuer that the aggregate numberof Certificates outstanding on any day after the first anniversary of the issue date of the first Trancheof Certificates is less than 1,000,000.
Trustee: The Trustee in respect of the Certificates shall be Deutsche Trust Company
Limited.
C.10 Derivative component of interest
Not applicable - the Certificates do not bear interest at a prescribed rate.
C.11 Admission to
Trading
Application has been made to The Irish Stock Exchange Limitedfor the Certificates to be admittedto the Official List and trading on its regulatedmarket.
Application has been made to the FrankfurtStock Exchange (Frankfurter Wertpapierbörse) for certain Certificates to be admittedto the official list of the Frankfurt Stock Exchange and to be admittedto listing and trading on the Regulated Market (General Standard) (Regulierter Markt GeneralStandard) of the Frankfurt Stock Exchange.
Application will be made for certainCertificates to be admitted to the Official List maintained by the UK Listing Authority for the purposes of Part VI of the Financial Services and Markets Act 2000 and the FinancialServices Act 2012 and trading on the regulated marketof the London Stock Exchangeplc.
Application will also be made for certain Certificates to be admitted to listingon the main segment of the SIX Swiss Exchange.
C.12 Minimum denomination
The Certificates are being treatedby the Issuer for the purposesof Annexes V and VII of Commission Regulation No. 809/2004 of29 April 2004, as amended as having a minimumdenomination of less than €100,000.
C.15 Value of the investment is affected by the value of the underlying instruments
IssuePrice: $129.3938
On redemption, a Certificateholder will, in respect of a Certificate, receive on the relevant Settlement Date (a) the Cash Amount; or(b) the Delivery Amount as determined in accordance with the Conditions from time to time.
C.16 Expiration/ Maturity date
Maturity Date: 31/12/2100
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 239 of the CompaniesAct 1990 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 beaccepted for clearance through CREST. The Certificates are participating securities for the purposesof the Regulations.
C.18 Description of return On redemption, a Certificateholder will, in respect of a Certificate, receive on a date on the relevantSettlement Date:
1. an amount in US dollars determined by the Portfolio Administrator equal to the amount of received by the Issuerin respect of the sale of the relevant Underlying PreciousMetal in respect of such Certificates less all expenses, fees and charges incurredor to be incurred by the Issuer in respect of such redemption, subject to a minimumof US$0.01; or
2. an amount of the Underlying PreciousMetal determined by the Portfolio
Administrator equal to:
1. the aggregatePer Certificate Entitlement to the Underlying Precious
Metalat the relevant Eligible Redemption Valuation Date; less
2. an amount of the Underlying Precious Metal equal in value (as determined by the PortfolioAdministrator 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 / exercise price
On redemptionat maturity, a Certificateholder will, inrespect of aCertificate, receive onthe Final Maturity Date an amount in US dollars determined by the Portfolio Administrator equal to the amount of receivedby 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 incurredby the Issuer in respectof such redemption, subjectto a minimum of US$0.01.
C.20 Type of underlying and where information on underlying can be found
Information on the past and the future performance and volatility of gold prices can be foundat Reuters Screenpage "XAUUSDPM" or Bloomberg pages "GOLDLNPM".
Section D - Risks
Element Description of Element
Disclosure requirement
D.2 Key risks specific to the Issuer
The Issuer has been established as a special purpose vehiclefor the purpose of establishing the Programme and issuing multipleseries of asset backed securities, holding the Underlying PreciousMetal 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 sharecapital, such fees (as agreed) payable to it in connection with the issue of Certificates or entry into other obligations from time to timeand 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 relevantfixed security.
Section E - Offer
Element Description of Element
Disclosure requirement
E.2b Reasons for the offer anduse of proceeds
Not applicable - the reasons for the offer and use of proceedsare not differentfrom making profit and/orhedging.
E.3 Terms and conditions of the offer
Offersand sales of the Certificates to an investor by an Authorised Participant will be made, in accordance with any terms and other arrangements in place between such Authorised Participant and such investor includingas to price, allocations and settlement arrangements. Neither the Issuernor the Arranger will be a party to any such arrangements with investors(except where the Arrangeritself offers Certificates to an investor) and, accordingly, thisBase 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:
Amountof the offer:The number of Certificates subject to the offer will be determined on the basis of the demand for the Certificates and prevailingmarket conditions and be published, provided that the aggregate number of all Certificates of any and all Seriesoutstanding from time to timeshall 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 personoffering such Certificate.
OfferPeriod: Certificates may be offered to an investor at any time betweenthe Issue Date of the first Trancheof a Series of Certificates and the MaturityDate of such Series.
IssueDate: 09/07/2014
E.4 Material interests in the offer
SourceUK Services Limited which is acting as Portfolio Adviserand Arranger in respectof the Programme has a relationship with certainAuthorised Participants under the Programme and mayhave a relationship with future AuthorisedParticipants appointed to the Programme. Such relationships may thereforepotentially give rise to conflicts of interest which are adverseto 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 adverselyaffect the market value of the Certificates.
E.7 Expenses chargeable to Investors
In connection with the redemption of any Certificate at the option of a Certificateholder, a redemption notice fee of up to US$500.00will be payable by the relevant Certificateholder.
The Cash Amount payable or the Delivery Amount deliverable, as applicable, in respectof any redemption is calculated net of all expenses,fees and charges incurred or to be incurred in connection therewith.
From time to time, in respectof Certificates, a portionof the Underlying Precious Metal equal to the aggregateof the daily amounts by which the Per Certificate Entitlement to such Underlying Precious Metalhas been reducedby the Reduction Percentage over the relevant period (the "Combined Fees") will be withdrawn from therelevant 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 Adviserand also its agreement to pay the fees and expenses due to the other serviceproviders in connection with the Programme(but not including any indemnities grantedin favour of the other service providers).
Related Shares:
Inv Phys Gold