1st Jul 2009 18:31
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.
Announcement Wednesday 1 July 2009
UBS to replace AIG-FP for Commodity Securities
ETF Securities Limited ("ETF Securities") is pleased to make the following announcement regarding the securities ("Commodity Securities") issued by ETFS Commodity Securities Limited ("CSL"), which are currently backed by matching contracts ("Commodity Contracts") from AIG Financial Products Corp. ("AIG-FP").
CSL has entered into an agreement with AIG-FP, UBS AG, London Branch ("UBS") and The Law Debenture Trust Corporation p.l.c. (as trustee on behalf of the holders of the Commodity Securities) setting out a proposed process for UBS to replace AIG-FP as the counterparty supporting all Commodity Securities issued by CSL.
Pursuant to the agreement:
A number of conditions precedent must be satisfied before the transfer from AIG-FP to UBS can take place;
The date of the transfer (the Effective Date) will only be announced once the conditions precedent have been (or will be) satisfied
The Effective Date will be not less than 30 days from the date of this notice (the minimum notice period required to be given under the terms of the Commodity Securities) nor more than 60 days from today; and
The parties are required to use their commercially reasonable efforts to ensure satisfaction of the conditions precedent as soon as possible.
The conditions precedent include:
UBS and CSL having entered into new Facility Agreements (the agreements under which Commodity Contracts are created and redeemed), on terms similar to the existing Facility Agreements;
UBS and CSL having entered into a new Security Agreement and Collateral Account Control Agreement (the agreements under which collateral is provided to support the Commodity Contracts), on terms similar to the existing agreements but with improved collateral (in CSL's opinion);
UBS, AIGߛFP and CSL having agreed the final list (number and price) of every Commodity Contract to be transferred on the Effective Date (including outstanding creations and redemptions), which become obligations of UBS upon transfer;
Agreements with certain Authorised Participants (Fortis Bank Global Clearing N.V. and Merrill Lynch International) being assigned to and being operative with UBS. CSL will also work with all other Authorised Participants to have each of those agreements assigned to and operative with UBS (even though these are not part of the conditions precedent);
Receipt of other ancillary agreements, legal opinions and other items required as part of the transfer; and
Confirmation from both CSL and UBS that on the Effective Date no event has occurred and is continuing which constitutes an event of default under the relevant agreements.
Once these conditions precedent are satisfied (or are known will be satisfied), CSL will announce the Effective Date for the transfer. Such announcement will be made at least 5 business days prior to any transfer taking place.
For further information, please contact any of the following at ETF Securities:
Graham Tuckwell, Chairman
Hector McNeil, Head of Sales
Laura Stevens, Press Office
Tel: +44 20 7448 4330
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 transferable securities to be issued by the ETF Securities Limited group ("ETFS"), 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 a prospectus and recipients of this release who are considering a purchase of securities are reminded that any such purchase 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 securities of ETFS.
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 and sale of any ETCs 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 and sale of the ETCs) 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 ETCs in, from or otherwise involving the United Kingdom. This is not an offer of securities for sale in the United States. Securities issued by the ETFS group ("Securities") have not been and will not be registered under the US Securities Act or any other applicable law of the United States. These 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 US Securities Act. The Issuer has not been and does not intend to become registered as an investment company under the Investment Company Act and related rules. These Securities and any beneficial interest therein may not be reoffered, resold, pledged or otherwise transferred in the United States or to US persons. If the Issuer determines that any Security Holder is a Prohibited US Person (being a US Person who is not a "qualified purchaser" as defined in the Investment Company Act), the Issuer may redeem the Securities held by that Security Holder in accordance with the provisions described in the Prospectus. The Securities may not be purchased with plan assets of 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"), any "plan" described in section 4975(e)(1) of the United States Internal Revenue Code of 1986, as amended (the "Code") or any entity whose underlying assets include "plan assets" of any of the foregoing by reason of an employee benefit plan's or other plan's investment in such entity, which employee benefit plan, plan or entity is subject to Title I of ERISA or section 4975 of the Code or any United States Federal, state, or local law or non-United States law that is substantially similar to the prohibited transaction provisions of section 406 of ERISA or section 4975 of the Code (any such employee benefit plan, plan or entity, a "Prohibited Benefit Plan Investor"). If the Issuer determines that any Security Holder is a Prohibited Benefit Plan Investor, the Issuer may redeem the Securities held by that Security Holder in accordance with the provisions described in the Prospectus relating to those Securities." "Dow Jones," "AIG®" "Dow Jones-AIG Commodity IndexSM," "DJ-AIGCISM", "Dow Jones-AIG Commodity 3-Month Forward Index" are service marks of Dow Jones & Company, Inc. and American International Group, Inc. ("American International Group"), as the case may be, and will be licensed for use for certain purposes by ETF Securities Ltd. ETCs based on the DJ-AIGCISM or related subindices (including single commodity sub-indices) or 3-Month Forward Indexes are not sponsored, endorsed, sold or promoted by Dow Jones, AIG Financial Products Corp. ("AIG-FP"), American International Group, or any of their respective subsidiaries or affiliates, and none of Dow Jones, AIGFP, American International Group, or any of their respective subsidiaries or affiliates, makes any representation regarding the advisability of investing in such product(s).
Related Shares:
Wt Agriculture