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| Type and class of securities being offered |
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| These Final Terms relate to the issue of the following classes of Metal Securities to be issued pursuant to the Final Terms: |
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| Class | LSE Code | ISIN | ETFS Physical Platinum | PHPT | JE00B1VS2W53 |
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| The following are the aggregate number of Metal Securities to which these Final Terms apply: Class Number to which Final Terms apply ETFS Physical Platinum (PHPT) 12,330 Metal Securities are financial instruments designed to enable investors to gain exposure to a return from investing in physical precious metals (through Individual Securities) or baskets of physical precious metals (through Basket Securities) without the necessity of trading and storing physical precious metals. |
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| The Metal Securities are denominated in U.S. Dollars. |
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| Not applicable; the Metal Securities are freely transferable. |
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| Metal Securities constitute direct and unconditional obligations of the Issuer which rank pari passu among themselves. A Metal Security is an undated secured limited recourse debt obligation of the Issuer, which entitles a Security Holder (provided it is an Authorised Participant or in certain other limited circumstances) to require the redemption of the security and receive an amount of the relevant type of physical precious metal(s) equal to the Metal Entitlement on that date. There is a separate Metal Entitlement for each class of Individual Security. As at 24 April 2007 (being the day dealings in the Metal Securities other than the ETFS Physical Swiss Gold Securities first commenced on the London Stock Exchange), the Metal Entitlement for each class of Metal Security other than the ETFS Physical Swiss Gold Securities was fixed as follows: |
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| Class | Metal Entitlement | ETFS Physical Gold (PHAU) | 0.10 fine troy ounces Gold | ETFS Physical Silver (PHAG) | 1.00 troy ounces Silver | ETFS Physical Platinum (PHPT) | 0.10 troy ounces Platinum | ETFS Physical Palladium (PHPD) | 0.10 troy ounces Palladium |
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| As at 16 December 2009 (being the day dealings in the ETFS Physical Swiss Gold Securities first commenced on the London Stock Exchange), the Metal Entitlement for ETFS Physical Swiss Gold Securities was 0.10 fine troy oz gold. The Metal Entitlements applicable to the classes of Metal Security issued pursuant to the Final Terms are: |
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| Class | Metal Entitlement | ETFS Physical Platinum (PHPT) | 0.097325818 troy ounces Platinum |
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| Whenever new securities are issued or existing securities redeemed, this will be done at the then prevailing Metal Entitlement, thereby ensuring that all securities of the same type have the same Metal Entitlement and are fully fungible. The Issuer has been established as an "umbrella" or "multi-class" company with separate holdings of assets for each class so that the Issuer can issue separate types of securities, based on different types of precious metal or combinations of types of precious metals or having some other different characteristics, but on terms that each such separate class of securities would have recourse only to the assets attributable to that class and not to the assets attributable to any other class. The assets and liabilities attributable to each class of Individual Security (and the Basket Securities to the extent they notionally comprise such Individual Securities) will represent the assets for that class. The Metal Securities are constituted by the Trust Instrument. The Trustee holds all rights and entitlements under the Trust Instrument on trust for the Security Holders. In addition, the Issuer and the Trustee have entered into a separate Security Deed in respect of each of the holdings of the relevant physical precious metals held by the Trustee in its accounts at the Initial Custodian and the Swiss Gold Custodian. The rights and entitlements held by the Trustee under each Security Deed are held by the Trustee on trust for the Security Holders. |
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| Application has been made to the UK Listing Authority for all Metal Securities issued within 12 months of the date of this Prospectus to be admitted to the Official List and to the London Stock Exchange, which operates a Regulated Market, for all such Metal Securities to be admitted to trading on the Main Market of the London Stock Exchange, which is part of its Regulated Market for listed securities (being securities admitted to the Official List). It is the Issuer's intention that all Metal Securities issued after the date of this document will also be admitted to trading on the Main Market. The Metal Securities issued pursuant to the Final Terms are also listed on the following other exchanges: |
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| Class | Other Exchanges on which Listed | ETFS Physical Platinum (PHPT) | Regulated Market (General Standard) (Regulierter Markt [General Standard]) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) NYSE Euronext Paris Euronext Amsterdam ETFplus market of the Borsa Italiana S.p.A. |
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| The Metal Security issued pursuant to the Final Terms have a Principal Amounts as follows: Class Principal Amount ETFS Physical Platinum US$20.00 |
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| Value of the investment is affected by the value of the underlying instruments |
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| Each Metal Security has a Metal Entitlement. There is a separate Metal Entitlement for each class of Individual Security. The Metal Entitlements applicable to the classes of Individual Security issued pursuant to this individual issue are: |
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| Class | Metal Entitlement | ETFS Physical Platinum (PHPT) | 0.097325818 troy ounces Platinum |
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| Whenever new securities are issued or existing securities redeemed, this will be done at the then prevailing Metal Entitlement, thereby ensuring that all securities of the same type have the same Metal Entitlement and are fully fungible. Metal Securities can be issued or redeemed at any time by Authorised Participants in exchange for precious metal of the relevant type equivalent to the then prevailing Metal Entitlement for the relevant class of Metal Security being issued or redeemed, subject to conditions. |
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| Not applicable; the Metal Securities are undated securities and have no specified maturity date or expiry date. |
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| The Issuer is a participating issuer in CREST, a paperless system for the settlement of transfers and holding of securities. On creation or redemption of the Metal Securities, settlement will occur (provided certain conditions are met) on the third business day following receipt of the relevant creation or redemption request. A Metal Security will only be issued upon receipt of a valid Application Form and after the relevant precious metal has been transferred into the Trustee's accounts at the Initial Custodian or the Swiss Gold Custodian (as applicable). A Metal Security will only be cancelled upon receipt of a valid redemption request and the delivery of the relevant Metal Securities to the registrar, whereupon the Bullion will be transferred out of the Trustee's accounts at the Initial Custodian or the Swiss Gold Custodian (as applicable). Transfer of the relevant Metal Securities to or from an Authorised Participant upon creations or redemptions will be carried out through CREST. For the purpose of good delivery of the Metal Securities on the Frankfurt Stock Exchange, Clearstream Banking Aktiengesellschaft ("Clearstream") will issue, for each series and the relevant number of Metal Securities, a Global Bearer Certificate (each a "Global Bearer Certificate") in the German language created under German law. Whenever the number of Metal Securities represented by the Global Bearer Certificate of a class changes, Clearstream will amend the relevant Global Bearer Certificate accordingly. All Metal Securities traded on the Borsa Italiana S.p.A. are eligible for settlement through the normal Monte Titoli S.p.A. settlement systems on the deposit accounts opened with Monte Titoli S.p.A. All Metal Securities traded on Euronext Amsterdam are eligible for settlement in the systems of Euroclear Bank Brussels and Euroclear NIEC (Euroclear Nederlands Interprofessioneel Effected Centrum), the Euroclear Dutch Interprofessional Securities Centre. All Metal Securities traded in NYSE Euronext Paris will be settled and cleared through the normal Euroclear systems. |
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| A Metal Security entitles a Security Holder (provided it is an Authorised Participant or in certain other limited circumstances) to require the redemption of a Metal Security and receive an amount of Bullion equal to the Metal Entitlement on that date. The Metal Securities do not bear interest. The Metal Securities are designed to enable investors to gain exposure to a return from investing in a particular type of physical precious metals (through Individual Securities) or baskets of physical precious metals (through Basket Securities) without the necessity of trading and storing physical Bullion. |
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| Final price / exercise price |
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| Redemptions of Metal Securities will be in return for an amount of the relevant precious metal equal to the Metal Entitlement on the redemption date. |
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| Type of underlying and where information on underlying can be found |
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| The underlying for the ETFS Physical Platinum Individual Securities issued pursuant to this individual issue, on which they are secured, is physical bars of the relevant precious metal held in the name of the Trustee for the Security Holders in secure vaults at the premises of the Initial Custodian (or of a sub-custodian or delegate of it). All such precious metals meets the standards of the LPPM as to the purity and weight of each bar to enable such bars to qualify as good delivery bars. Further information relating to Platinum can be found on the website of the LPPM at www.lppm.com |
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| The Issuer is a special purpose company established for the purpose of issuing the Metal Securities. If the net proceeds from the physical precious metals held in the Trustee's accounts at the Initial Custodian and the Swiss Gold Custodian are not sufficient to meet all obligations and make all payments then due in respect of the Individual Securities of that class (and the Basket Securities to the extent they notionally comprise Individual Securities of that class), the obligations of the Issuer in respect of such class of Metal Securities will be limited to the net proceeds of realisation of that precious metal. In such circumstances none of the Security Holders or the Trustee may take any further action to recover such amounts. |
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| Key risks of Metal Securities |
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| Past performance is not an indication of expected performance and the investment performance of Metal Securities could be volatile. An investment in Metal Securities involves a significant degree of risk and an investor may lose the value of their entire investment or part of it. The following are the key risk factors which should be carefully considered by prospective investors before deciding whether to invest in Metal Securities: ·; Precious metal prices, and therefore the value of Metal Securities, may fluctuate widely. As Metal Securities are priced in US dollars their value in other currencies will also be affected by exchange rate movements. ·; Precious metal markets have the potential to suffer from market disruption or volatility caused by shortages of physical precious metals. Such events could result in a spike in precious metal prices. Price spiking can also result in volatile forward rates and lease rates which could result in the bid-offer spread on any exchange where Metal Securities are traded to widen, reflecting short-term forward rates in the relevant precious metal. ·; At any time, the price at which the Metal Securities trade on the London Stock Exchange (or any other exchange to which they may be admitted to trading from time to time) may not reflect accurately the price of precious metal represented by such Metal Securities. ·; Access to the vault premises of the Initial Custodian, the Swiss Gold Custodian or any of their sub‑custodians or delegates could be restricted by natural events, such as flooding, or human actions, such as a terrorist attack. The Initial Custodian and the Swiss Gold Custodian have no obligation to insure the physical precious metals held in the Trustee's accounts against loss, theft or damage and the Issuer does not intend to insure against such risks. Accordingly, there is a risk that the precious metals underlying the Metal Securities could be lost, stolen or damaged and the Issuer would not be able to satisfy its obligations in respect of the Metal Securities. Investors are dependent on there being Authorised Participants making a market in Metal Securities in order to minimise tracking error and to provide investors with liquidity. An early redemption of Metal Securities may be imposed on investors, which may result in an investment in Metal Securities being redeemed earlier than desired, (i) upon 30 days' written notice by the Issuer to all Security Holders of a particular class or classes of Metal Security; or (ii) if the Metal Securities to be compulsorily redeemed are held by a Security Holder who cannot provide evidence to the Issuer of their status. |
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| Reason for offer and use of proceeds |
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| Not applicable; the reasons for the offer and use of proceeds are not different from making profit and/or hedging. |
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| Terms and conditions of the offer |
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| The Metal Securities are being made available by the Issuer for subscription only to Authorised Participants who have submitted a valid application and who have delivered precious metals of the relevant type equalling the Metal Entitlement of the Metal Securities applied for to an account of the Issuer at the Initial Custodian or the Swiss Gold Custodian (as applicable) and the Metal Securities will only be issued once precious metals of the relevant type equalling the Metal Entitlement of the Metal Securities applied for has been transferred to the accounts of the Trustee at the Initial Custodian or Swiss Gold Custodian (as applicable). An Authorised Participant must also pay the Issuer a creation fee of £500. Any applications for Metal Securities by 11 a.m. London time on a business day, will generally enable the Authorised Participant to be registered as the holder of the Metal Securities within three business days. |
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| Material or conflicting interests |
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| Mr Tuckwell and Mr Ross are also directors of ManJer and each of the Directors are also directors of HoldCo - the sole shareholder of the Issuer. While these roles could potentially lead to conflicts of interest, the Directors do not believe that there are any actual or potential conflicts of interest between the duties which the directors and/or members of the administrative, management and supervisory bodies of the Issuer owe to the Issuer, and the private interests and/or other duties that they have. The Directors of the Issuer also hold directorships of other issuers of exchange traded commodities also owned by HoldCo. |
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| The Issuer charges the following costs to investors in respect of the Metal Securities issued pursuant to the Final Terms: - £500 per creation or redemption carried out directly with the Issuer; and - a Management Fee (by way of daily deduction from the Metal Entitlement as set out in C.8) of: 0.49 per cent. per annum to holders of ETFS Physical Platinum Securities. No other costs will be charged to investors by the Issuer. The Issuer estimates the expenses charged by an authorised offeror in connection with the sale of Metal Securities to an investor will be 0.15 per cent. of the value of the Metal Securities sold to such investor. |
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