16th Apr 2008 14:03
ETFS Metal Securities Limited16 April 2008 16 April 2008 ETFS Metal Securities Limited - RIS Announcement Changes to the Trust Instrument and Conditions of Metal Securities On 15 April 2008 ETFS Metal Securities Limited (the "Issuer") and Law DebentureTrust p.l.c. (as the trustee for the holders of the metal securities of theIssuer described in the base prospectus (the "Prospectus") of the Issuer dated15 April 2008) (the "Trustee") entered into a supplemental trust instrument (the"Supplemental Trust Instrument") which is supplemental to the trust instrumentdated 18 April 2007 between the Issuer and the Trustee (the "Principal TrustInstrument"). Terms used herein and not otherwise defined bear the meaningsgiven in the Prospectus. Pursuant to the Clause 30.1 of the Principal Trust Instrument, the Issuer andthe Trustee may amend the Principal Trust Instrument if in the opinion of theTrustee such amendments are of a formal, minor or technical nature or are tocorrect a manifest or proven error and/or if in the opinion of the Issuer andthe Trustee the amendments are necessary or desirable to rectify anyinconsistency, technical defect, manifest error or ambiguity in the termsthereof. By the Supplemental Trust Instrument certain amendments have been made to thePrincipal Trust Instrument and the Conditions (as set out below) and the Issuerand the Trustee are of the opinion that the amendments to be made are of aformal, minor and/or technical nature and/or are to correct a manifest or provenerror and/or are necessary or desirable to rectify an inconsistency and/ortechnical defect and/or manifest error and/or ambiguity and accordingly theTrustee and the Issuer have determined to amend the Principal Trust Instrumentand the Conditions in the manner hereinafter appearing. Additionally, in accordance with Clause 24 of the Principal Trust Instrument theTrustee has waived the requirement for prior notice of these changes to be givento holders of the Metal Securities and such changes are now effective. Changesto the Principal Trust Instrument and the Conditions: The Principal Trust Instrument and the Conditions have been amended as follows: 1. the substitution for the definition of "Extraordinary Resolution" inClause 1.1 of the Principal Trust Instrument of the following: 'Extraordinary Resolution means in respect of a particular type or particulartypes taken together of Metal Securities either (a) a resolution passed at aduly convened meeting of the holders of Metal Securities of such type or typesby a majority consisting of the holders of not less than 75 per cent. byPrincipal Amount of such type or types of Metal Securities voting on suchresolution or (b) a resolution in writing of holders of such type or types ofMetal Securities holding not less than 75 per cent. by Principal Amount of suchtype or types of Metal Securities, and in the cases of (a) and (b) where soprovided for in these presents, holders of Basket Securities may for thesepurposes be treated as holders of the relevant class or classes of IndividualSecurities'; 2. the substitution for the definition of "Prohibited Benefit Plan Investor"in Clause 1.1 of the Principal Trust Instrument of the following: 'Prohibited Benefit Plan Investor means any "employee benefit plan" within themeaning of section 3(3) of the United States Employee Retirement Income SecurityAct of 1974, as amended ("ERISA"), subject to Part 4. Subtitle B of Title I ofERISA, any "plan" to which section 4975 of the United States Internal RevenueCode of 1986, (the "Code") applies (collectively, "Plans"), any entity whoseunderlying assets include "plan assets" of any of the foregoing Plans within themeaning of 29 C.F.R. Section 2510.3-101 or section 3(42) of ERISA, as they maybe modified, by reason of a Plan's investment in such entity, any governmentalor church plan that is subject to any U.S. Federal, state or local law that issimilar to the prohibited transaction provisions of ERISA or Section 4975 of theCode, or any person who holds Metal Securities on behalf of, for the benefit ofor with any assets of any such Plan or entity.'; 3. the substitution for the words "document" each time it appears inCondition 24.4 of the word "Document"; 4. the substitution for the words "At any meeting" at the beginning ofparagraph 3 of the Fourth Schedule to the Principal Trust Instrument of thewords "Subject to the provisions of paragraph 4, at any meeting"; and 5. the substitution for the existing text of paragraph 21 of the FourthSchedule to the Principal Trust Instrument of the following: 'The expression "Extraordinary Resolution" means in respect of a particular typeor particular types taken together of Metal Securities either (a) a resolutionpassed at a duly convened meeting of the holders of Metal Securities of suchtype or types by a majority consisting of the holders of not less than 75 percent. by Principal Amount of such type or types of Metal Securities voting onsuch resolution or (b) a resolution in writing of holders of such type or typesof Metal Securities holding not less than 75 per cent. by Principal Amount ofsuch type or types of Metal Securities, and in the cases of (a) and (b) where soprovided for herein or in the Conditions, holders of Basket Securities may forthese purposes be treated as holders of the relevant class or classes ofIndividual Securities.' Background about ETFS Metal Securities ETFS Metal Securities are intended to offer investors a means of investing inthe precious metals market without the necessity of taking physical delivery ofBullion, and to buy and sell that interest through the trading of a security onthe London Stock Exchange and on any other exchange to which the MetalSecurities may be admitted to trading from time to time. Metal Securities werefirst listed on the London Stock Exchange on 24 April 2007. The Issuer currentlyhas approximately US$9 billion in assets under management. Administrationservices are provided to ETFS Metal Securities Limited by ETF Securities Limitedwhose team also created the world's first exchange traded commodity, GoldBullion Securities. For more information:• www.etfsecurities.com • [email protected]• London Representative Office: +44 20 7448 4330 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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