TIDMSGLD
RNS Number : 5674H
Source Physical Markets Plc
13 March 2018
Final Terms dated 13 March 2018
Gold - Series 1
SOURCE PHYSICAL MARKETS PLC
Issue of 20,000 Secured Gold-Linked Certificates due 2100
under the
Secured Precious Metals-Linked Certificates Programme
The Base Prospectus referred to below (as completed by these
Final Terms) has been prepared on 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 Directive 2003/71/EC, as amended (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:
(i) in circumstances in which no obligation arises for the
Issuer or any Authorised Participant to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer; or
(ii) in those Public Offer Jurisdictions mentioned in Part A
below and that such offer is made during the Offer Period specified
for such purpose therein.
Neither the Issuer nor any Authorised Participant 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 defined as such for the
purposes of the Conditions (the "Conditions") set forth in the Base
Prospectus dated 30 March 2017 which constitutes a base prospectus
(the "Base Prospectus") for the purposes of the Prospectus
Directive. This document constitutes the Final Terms of the
Certificates described herein for the purposes of Article 5(4) of
the Prospectus Directive. These Final Terms contain the final terms
of the Tranche of Certificates described herein and must be read in
conjunction with such Base Prospectus.
Full information on the Issuer and the offer of the Tranche of
Certificates described herein 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.sourceetf.com and during normal business hours at 6(th) Floor,
Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland. A summary
of the individual issue is annexed to these Final Terms.
1. Issuer: Source Physical Markets
plc
2. Issue Date: 14 March 2018
3. Final Maturity Date: 31 December, 2100
4. Underlying Precious Gold
Metal:
5. Initial Per Certificate 0.1 fine troy ounces
Entitlement to Underlying Gold (being the Per
Precious Metal as Certificate Entitlement
at the Issue Date: 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 nearest 1000 of
a fine troy ounce.
8. Issue Price: $ 128.6181
9. Settlement (Condition Cash Settlement or
7): Physical Settlement
10. (a) Names and addresses Located at:
of Authorised Participants: http://www.source.info/investing.html?sessMode=true
(b) Date of Subscription 11(th) April, 2011
Agreement:
11. Total commission and Not Applicable
concession:
12. Non-exempt Offer: Not Applicable
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue
and admission to trading on the regulated market of the Irish Stock
Exchange, the regulated market of the London Stock Exchange, the
Regulated Market (General Standard) (Regulierter Markt (General
Standard)) of the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse), the Borsa Italiana ETFplus market of the Italian
Stock Exchange (Borsa Italiana S.p.A.) and Euronext in Amsterdam 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 contained
in these Final Terms.
Signed on behalf of Source Physical Markets plc:
By: ............................................
Duly authorised
PART B - OTHER INFORMATION
1. LISTING
(a) Listing Ireland, London, Frankfurt,
Italy and the Netherlands.
(b) Admission to trading 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,
the Regulated Market
(General Standard)
(Regulierter Markt
(General Standard))
of the Frankfurt Stock
Exchange (Frankfurter
Wertpapierbörse),
the Borsa Italiana
ETFplus market of
the Italian Stock
Exchange (Borsa Italiana
S.p.A) and Euronext
in Amsterdam.
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, the
Regulated Market (General
Standard) (Regulierter
Markt (General Standard))
of the Frankfurt Stock
Exchange (Frankfurter
Wertpapierbörse),
the Borsa Italiana
ETFplus market of
the Italian Stock
Exchange (Borsa Italiana
S.p.A) and Euronext
in Amsterdam.
2. EXPENSES OF THE OFFER
Estimate of total Irish Stock Exchange
expenses related to listing: EUR500
admission to trading:
3. OPERATIONAL INFORMATION
ISIN Code: IE00B579F325 and DE000A1MECS1
(for Certificates
listed on the Frankfurt
Stock Exchange, which
are issued in accordance
with the terms of
the Base Prospectus,
whereby up to 500,000,000
Certificates may be
admitted to the Frankfurt
Stock Exchange.)
Delivery: Delivery against 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 required to 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
possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is
included in the summary with the mention of "not applicable".
Section A - Introduction and warnings
Element Description Disclosure requirement
of Element
A.1 Standard This summary should be read as an
Warning introduction to this Base Prospectus.
Any decision to invest in the Certificates
should be based on consideration
of this Base Prospectus as 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 Member States, have to bear the
costs of translating this Base Prospectus
before the legal proceedings are
initiated. Civil liability attaches
only to those persons who have tabled
the summary including any translation
thereof, but only if the summary
is misleading, inaccurate or inconsistent
when read together with the other
parts 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
whether to invest in the Certificates.
A.2 Disclosure The Issuer has consented to the use
of consent of the Base Prospectus, and has accepted
for use responsibility for the content of
of the Base the Base Prospectus, with respect
Prospectus to subsequent resale or final placement
for subsequent by way of public offer of the Certificates
resale or by any financial intermediary in
final placement any of Austria, Belgium, Denmark,
of securities Finland, France, Germany, Italy,
by financial Luxembourg, The Netherlands, Norway,
intermediaries 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 such resale 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
that date by notice published on
the website of the Portfolio Adviser
(www.sourceetf.com). Other than the
right of the Issuer to withdraw the
consent, no other conditions are
attached to the consent described
in this paragraph.
In the event of an offer being made
by a financial intermediary, this
financial intermediary will provide
information to investors on the terms
and conditions of the offer at the
time the offer is made.
Section B - Issuer
Element Description Disclosure requirement
of Element
B.1 Legal and Source Physical Markets Public Limited
Commercial Company (the "Issuer").
Name of
the Issuer
B.2 Domicile The Issuer is a public limited liability
/Legal company incorporated in Ireland under
Form /Legislation the Irish Companies Acts 1963 to
/Country 2009 (which has been repealed and
of Incorporation replaced by the Irish Companies Act
2014) with registered number 471344.
B.16 Control All the issued shares of the Issuer
of Issuer are held to the order of 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 The Issuer has been established as
Purpose a special purpose vehicle for the
Vehicle purposes of issuing asset backed
securities.
B.21 Principal The Issuer is a special purpose vehicle
activities whose sole business is the issue
and global of asset backed securities. The Issuer
overview has established a programme (the
of parties "Programme"), described in 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 parties have roles
in connection with the Programme:
Arranger and Portfolio Advisor: Source
UK Services Limited, 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 providing certain advisory services
Trustee: Deutsche Trustee 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
Series of Certificates and also as
security trustee (holding the benefit
of the security granted by the Issuer
over certain of its assets in respect
of a Series on trust for the Certificateholders
and other transaction parties in
respect of 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, including but not limited
to, determining the Per Certificate
Entitlement for a Series and the
Cash Amount payable or the Delivery
Amount deliverable on a redemption
of Certificates. As Account Bank
it will conduct certain money management
functions for the Issuer in relation
to all Series of Certificates.
Principal Paying Agent: Deutsche
Bank AG, London Branch 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
payments in 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 custody at its London
vault premises, on behalf of the
Issuer, a quantity of 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 transfer agency services
to the Issuer in connection with
the Certificates.
Precious Metals Counterparty: JPMorgan
Chase 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 Authorised Participants in consideration
of cash payment, physical delivery
of the relevant Precious Metal or
a combination of both. A Series of
Certificates may have different Authorised
Participants to the other Series,
and the Authorised Participants for
a particular Series will be specified
in the Final Terms for that Series.
B.22 No Financial Not applicable - as the Issuer has
Statements commenced operations and prepared
financial statements since incorporation.
B.23 Key historical 31 Dec 31 Dec
financial 2015 2014
information $ $
ASSETS
Cash and cash
equivalents 9 234,445 235,953
Other receivables 10 3,166,931 1,587,220
Financial assets
designated at
fair value through
profit or loss 12 1,798,284,838 1,919,987,722
Total assets 1,801,686,214 1,921,810,895
============== ==============
LIABILITIES AND
EQUITY
Current Liabilities
Other payables 14 3,804,071 2,262,047
Financial liabilities
designated at
fair value through
profit or loss 13 1,797,824,006 1,919,491,086
Total liabilities 1,801,628,077 1,921,753,133
============== ==============
Shareholders'
Funds-Equity
Share capital 15 55,512 55,512
Revenue reserves 2,625 2,250
-------------- --------------
Total equity 58,137 57,762
-------------- --------------
Total liabilities
and equity 1,801,686,214 1,921,810,895
============== ==============
B.24 Material Not Applicable - There has been no
adverse material adverse change in the prospects
change of the Issuer since the date of its
last published audited financial
statements.
B.25 Description The underlying assets for a Series
of underlying of Certificates is the specified
assets pool of a particular Precious Metal
recorded in the relevant custody
accounts of the Issuer with the Custodian
from time to time. On any date, such
pool is expected to comprise an amount
of the relevant Precious Metal no
less than the aggregate of the Per
Certificate Entitlement to such Precious
Metal 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 reduced by 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 divided by 365 and applied
accordingly.
B.26 Investment Not applicable - there is no active
management management of the assets of the Issuer.
B.27 Further Not applicable - the Issuer will
issuances not issue further securities backed
backed by by the same pool of assets.
same pool
of assets
B.29 Description Save to the extent that the Authorised
of the flow Participant as subscribed for the
of funds issue of Certificates in whole or
in part by the physical delivery
of the relevant Precious Metal in
respect of the Series (the "Underlying
Precious Metal"), the net proceeds
from each issue of Certificates will
be used (a) to purchase the Underlying
Precious Metal and (b) to pay any
listing fees incurred in connection
with the listing of the Certificates.
The Certificates will not bear interest.
On redemption, a Certificateholder
will, in respect of a Certificate,
receive on a date on or before the
third business day following the
relevant Eligible Redemption Valuation
Date(being any business day) (in
each case the "Settlement Date"):
1. an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by the
Issuer in respect of the sale of
the relevant amount of the Underlying
Precious Metal in respect of such
Certificates less all expenses, fees
and charges incurred 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 aggregate Per Certificate
Entitlement to the Underlying Precious
Metal at the relevant Eligible 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 Not applicable - there are no originators
of securitised of the Precious Metals
assets
Section C - Securities
Element Description Disclosure requirement
of Element
C.1 Type and The Issuer may issue secured exchange
class of traded Precious Metal linked certificates.
securities Each Series may be issued in tranches
being offered (each a "Tranche") on the same or
and/or admitted different issue dates.
to trading.
Underlying Precious Metal: Gold
ISIN: IE00B579F325 & DE000A1MECS1
C.2 Currency US dollars
C.8 Rights attached Payment of redemption amount
to the securities
Each Certificate gives the holder
the right to receive the applicable
payment (or in certain circumstances,
the delivery of an amount of the
Underlying Precious Metal) on its
redemption, as described in C.9.
Status and 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 Trustee and the Issuer
(the "Security Deed") in favour of
the Trustee for itself and for the
other parties listed and entitles
to payment in the Payment Priorities
(the "Secured Creditors"), as follows:
(a) a first fixed charge over all
of the Issuer's rights, title and
interest in and to the Underlying
Precious Metal from time to time
standing to the credit of the unallocated
account of the Issuer with the Custodian,
in which the Custodian holds the
Underlying Precious Metal 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's rights, title and
interest in and to the Underlying
Precious Metal from time to time
standing to 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 Allocated
Account") and all rights and sums
derived therefrom from time to time;
and
(c) an assignment by way of security
of the Issuer's rights, title and
interest in and to each of the transaction
documents relating to the Programme
to the extent that they relate to
the Certificates and any sums payable
thereunder including 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 security
interest over the cash account maintained
by the Account Bank 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 the property of
the Issuer which is subject to the
Security (the "Secured Property")
in respect of such Series of Certificates.
If the net proceeds of the realisation
of the Secured Property are not sufficient
to make all payments due in respect
of the Certificates and due to each
other creditor relating to the Certificates,
no other assets of the Issuer will
be available to meet such shortfall,
the claims of the Certificateholders
and any other creditors relating
to the Certificates in respect of
any such shortfall 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 directed and 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 Trustee and the Portfolio
Adviser which default is incapable
of remedy or, if in the opinion of
the Trustee capable 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 date notice is received
by or on behalf of the Issuer that
a Certificateholder has or will cease
to have an account with 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
Eligible Redemption Valuation Date)
and Cash Settlement shall apply to
such redemption.
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 Issuer
has 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 Programme
and any stock exchange on which the
Certificates are listed.
Mandatory Redemption
The Issuer shall instruct the Portfolio
Administrator to sell all of the
Secured Property and apply the sales
proceeds (less all expenses, fees
and charges) in accordance with the
Payment Priorities and redeem each
outstanding Certificate, in the event
of:
1. changes in tax law which may result
in withholding to be applied to payments
made by the Issuer in respect of
the Certificates, the cost of the
Issuer complying with its obligations
in respect of the Programme being
material increased or result in an
increased VAT 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 cease to be,
or notice is received that the Certificates
will cease to be held in uncertificated
form and accepted for clearance through
CREST; or
4. if at any time the Portfolio Administrator
determines and notifies the Issuer
that the aggregate number of Certificates
outstanding on any day after the
first anniversary of the issue date
of the first Tranche of Certificates
is less than 1,000,000.
Trustee: The Trustee in respect of
the Certificates shall be Deutsche
Trust Company Limited.
C.10 Derivative Not applicable - the Certificates
component do not bear interest at a prescribed
of interest rate.
C.11 Admission Application has been made to The
to Trading Irish Stock Exchange Plc for the
Certificates to be admitted to the
Official List and trading on its
regulated market.
Application has been made to the
Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse) for certain
Certificates to be admitted to the
official list of the Frankfurt Stock
Exchange and to be admitted to listing
and trading on the Regulated Market
(General Standard) (Regulierter Markt
General Standard) of the Frankfurt
Stock Exchange.
Application will be made for certain
Certificates to be admitted to the
Official List maintained by the UK
Listing Authority for the purpose
of Part VI of the Financial Services
and Markets Act 2000 and the Financial
Services Act 2012 and trading on
the regulated market of the London
Stock Exchange plc.
Application will also be made for
certain Certificates to be admitted
to listing on the main segment of
the SIX Swiss Exchange.
Application will also be made for
certain Certificates to be admitted
to listing on the Borsa Italiana
ETFplus market of the Italian Stock
Exchange (Borsa Italiana S.p.A.).
Application will also be made for
certain Certificates to be admitted
to listing on the Euronext in Amsterdam.
C.12 Minimum The Certificates are being treated
denomination by the Issuer for the purposes of
Annexes V and VII of Commission Regulation
No. 809/2004 of 29 April 2004, as
amended as having a minimum denomination
of less than EUR100,000.
C.15 Value of Issue Price: $ 128.6181
the investment On redemption, a Certificateholder
is affected will, in respect of a Certificate,
by the value receive on the relevant Settlement
of the underlying Date (a) the Cash Amount; or (b)
instruments the Delivery Amount as determined
in accordance with the Conditions
from time to time.
C.16 Expiration/ Maturity Date: 31/12/2100
Maturity
date
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
1086 of the Irish Companies Act 2014
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 be accepted for clearance through
CREST. The Certificates are participating
securities for the purposes of the
Regulations.
C.18 Description On redemption, a Certificateholder
of return will, in respect of a Certificate,
receive on a date on the relevant
Settlement Date:
1. an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by 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 incurred by the
Issuer in respect of such redemption,
subject to a minimum of US$0.01;
or
2. an amount of the Underlying Precious
Metal determined by the Portfolio
Administrator equal to:
1. the aggregate Per Certificate
Entitlement to the Underlying Precious
Metal at the relevant Eligible 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.
C.19 Final price On redemption at maturity, a Certificateholder
/ exercise will, in respect of a Certificate,
price receive on the Final Maturity Date
an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by 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 incurred by the
Issuer in respect of such redemption,
subject to a minimum of US$0.01.
C.20 Type of Information on the past and the future
underlying performance and volatility of gold
and where prices can be found at Reuters Screen
information page "XAUUSDPM" or Bloomberg ticker
on underlying "GOLDLNPM".
can be found
Section D - Risks
Element Description Disclosure requirement
of Element
D.2 Key risks The Issuer has been established as
specific a special purpose vehicle for the
to the Issuer purpose of establishing the Programme
and issuing multiple series of asset
backed securities, holding the Underlying
Precious Metal 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 share capital, such fees
(as agreed) payable to it in connection
with the issue of Certificates or
entry into other obligations from
time to time and 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 relevant
fixed security.
Section E - Offer
Element Description Disclosure requirement
of Element
E.2b Reasons Not applicable - the reasons for
for the the offer and use of proceeds are
offer and not different from making profit
use of proceeds and/or hedging.
E.3 Terms and Offers and sales of the Certificates
conditions to an investor by an Authorised Participant
of the offer will be made, in accordance with
any terms and other arrangements
in place between such Authorised
Participant and such investor including
as to price, allocations and settlement
arrangements. Neither the Issuer
nor the Arranger will be a party
to any such arrangements with investors
(except where the Arranger itself
offers Certificates to an investor)
and, accordingly, this Base 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:
Amount of the offer: The number of
Certificates subject to the offer
will be determined on the basis of
the demand for the Certificates and
prevailing market conditions and
be published, provided that the aggregate
number of all Certificates of any
and all Series outstanding from time
to time shall 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 person
offering such Certificate.
Offer Period: Certificates may be
offered to an investor at any time
between the Issue Date of the first
Tranche of a Series of Certificates
and the Maturity Date of such Series.
Issue Date: 14/03/2018
E.4 Material Source UK Services Limited which
interests is acting as Portfolio Adviser and
in the offer Arranger in respect of the Programme
has a relationship with certain Authorised
Participants under the Programme
and may have a relationship with
future Authorised Participants appointed
to the Programme. Such relationships
may therefore potentially give rise
to conflicts of interest which are
adverse to 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
adversely affect the market value
of the Certificates.
E.7 Expenses In connection with the redemption
chargeable of any Certificate at the option
to Investors of a Certificateholder, a redemption
notice fee of up to US$500.00 will
be payable by the relevant Certificateholder.
The Cash Amount payable or the Delivery
Amount deliverable, as applicable,
in respect of any redemption is calculated
net of all expenses, fees and charges
incurred or to be incurred in connection
therewith.
From time to time, in respect of
Certificates, a portion of the Underlying
Precious Metal equal to the aggregate
of the daily amounts by which the
Per Certificate Entitlement to such
Underlying Precious Metal has been
reduced by the Reduction Percentage
over the relevant period (the "Combined
Fees") will be withdrawn from the
relevant 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 Adviser and
also its agreement to pay the fees
and expenses due to the other service
providers in connection with the
Programme (but not including any
indemnities granted in favour of
the other service providers).
Final Terms dated 13 March 2018
Gold - Series 1
SOURCE PHYSICAL MARKETS PLC
Issue of 7,000 Secured Gold-Linked Certificates due 2100
under the
Secured Precious Metals-Linked Certificates Programme
The Base Prospectus referred to below (as completed by these
Final Terms) has been prepared on 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 Directive 2003/71/EC, as amended (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:
(i) in circumstances in which no obligation arises for the
Issuer or any Authorised Participant to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer; or
(ii) in those Public Offer Jurisdictions mentioned in Part A
below and that such offer is made during the Offer Period specified
for such purpose therein.
Neither the Issuer nor any Authorised Participant 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 defined as such for the
purposes of the Conditions (the "Conditions") set forth in the Base
Prospectus dated 30 March 2017 which constitutes a base prospectus
(the "Base Prospectus") for the purposes of the Prospectus
Directive. This document constitutes the Final Terms of the
Certificates described herein for the purposes of Article 5(4) of
the Prospectus Directive. These Final Terms contain the final terms
of the Tranche of Certificates described herein and must be read in
conjunction with such Base Prospectus.
Full information on the Issuer and the offer of the Tranche of
Certificates described herein 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.sourceetf.com and during normal business hours at 6(th) Floor,
Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland. A summary
of the individual issue is annexed to these Final Terms.
4. Issuer: Source Physical Markets
plc
5. Issue Date: 13 March 2018
6. Final Maturity Date: 31 December, 2100
7. Underlying Precious Gold
Metal:
8. Initial Per Certificate 0.1 fine troy ounces
Entitlement to Underlying Gold (being the Per
Precious Metal as Certificate Entitlement
at the Issue Date: to Gold of the Certificates
already in issue,
as at the Issue Date)
9. Reduction Percentage: 0.29 per cent. per
annum
10. Rounding Amount: The nearest 1000 of
a fine troy ounce.
11. Issue Price: $ 128.6181
12. Settlement (Condition Cash Settlement or
7): Physical Settlement
13. (c) Names and addresses Located at:
of Authorised Participants: http://www.source.info/investing.html?sessMode=true
(d) Date of Subscription 11(th) April, 2011
Agreement:
14. Total commission and Not Applicable
concession:
15. Non-exempt Offer: Not Applicable
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue
and admission to trading on the regulated market of the Irish Stock
Exchange, the regulated market of the London Stock Exchange, the
Regulated Market (General Standard) (Regulierter Markt (General
Standard)) of the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse), the Borsa Italiana ETFplus market of the Italian
Stock Exchange (Borsa Italiana S.p.A.) and Euronext in Amsterdam 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 contained
in these Final Terms.
Signed on behalf of Source Physical Markets plc:
By: ............................................
Duly authorised
PART B - OTHER INFORMATION
1. LISTING
(a) Listing Ireland, London, Frankfurt,
Italy and the Netherlands.
(b) Admission to trading 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,
the Regulated Market
(General Standard)
(Regulierter Markt
(General Standard))
of the Frankfurt Stock
Exchange (Frankfurter
Wertpapierbörse),
the Borsa Italiana
ETFplus market of
the Italian Stock
Exchange (Borsa Italiana
S.p.A) and Euronext
in Amsterdam.
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, the
Regulated Market (General
Standard) (Regulierter
Markt (General Standard))
of the Frankfurt Stock
Exchange (Frankfurter
Wertpapierbörse),
the Borsa Italiana
ETFplus market of
the Italian Stock
Exchange (Borsa Italiana
S.p.A) and Euronext
in Amsterdam.
2. EXPENSES OF THE OFFER
Estimate of total Irish Stock Exchange
expenses related to listing: EUR500
admission to trading:
3. OPERATIONAL INFORMATION
ISIN Code: IE00B579F325 and DE000A1MECS1
(for Certificates
listed on the Frankfurt
Stock Exchange, which
are issued in accordance
with the terms of
the Base Prospectus,
whereby up to 500,000,000
Certificates may be
admitted to the Frankfurt
Stock Exchange.)
Delivery: Delivery against 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 required to 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
possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is
included in the summary with the mention of "not applicable".
Section A - Introduction and warnings
Element Description Disclosure requirement
of Element
A.1 Standard This summary should be read as an
Warning introduction to this Base Prospectus.
Any decision to invest in the Certificates
should be based on consideration
of this Base Prospectus as 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 Member States, have to bear the
costs of translating this Base Prospectus
before the legal proceedings are
initiated. Civil liability attaches
only to those persons who have tabled
the summary including any translation
thereof, but only if the summary
is misleading, inaccurate or inconsistent
when read together with the other
parts 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
whether to invest in the Certificates.
A.2 Disclosure The Issuer has consented to the use
of consent of the Base Prospectus, and has accepted
for use responsibility for the content of
of the Base the Base Prospectus, with respect
Prospectus to subsequent resale or final placement
for subsequent by way of public offer of the Certificates
resale or by any financial intermediary in
final placement any of Austria, Belgium, Denmark,
of securities Finland, France, Germany, Italy,
by financial Luxembourg, The Netherlands, Norway,
intermediaries 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 such resale 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
that date by notice published on
the website of the Portfolio Adviser
(www.sourceetf.com). Other than the
right of the Issuer to withdraw the
consent, no other conditions are
attached to the consent described
in this paragraph.
In the event of an offer being made
by a financial intermediary, this
financial intermediary will provide
information to investors on the terms
and conditions of the offer at the
time the offer is made.
Section B - Issuer
Element Description Disclosure requirement
of Element
B.1 Legal and Source Physical Markets Public Limited
Commercial Company (the "Issuer").
Name of
the Issuer
B.2 Domicile The Issuer is a public limited liability
/Legal company incorporated in Ireland under
Form /Legislation the Irish Companies Acts 1963 to
/Country 2009 (which has been repealed and
of Incorporation replaced by the Irish Companies Act
2014) with registered number 471344.
B.16 Control All the issued shares of the Issuer
of Issuer are held to the order of 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 The Issuer has been established as
Purpose a special purpose vehicle for the
Vehicle purposes of issuing asset backed
securities.
B.21 Principal The Issuer is a special purpose vehicle
activities whose sole business is the issue
and global of asset backed securities. The Issuer
overview has established a programme (the
of parties "Programme"), described in 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 parties have roles
in connection with the Programme:
Arranger and Portfolio Advisor: Source
UK Services Limited, 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 providing certain advisory services
Trustee: Deutsche Trustee 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
Series of Certificates and also as
security trustee (holding the benefit
of the security granted by the Issuer
over certain of its assets in respect
of a Series on trust for the Certificateholders
and other transaction parties in
respect of 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, including but not limited
to, determining the Per Certificate
Entitlement for a Series and the
Cash Amount payable or the Delivery
Amount deliverable on a redemption
of Certificates. As Account Bank
it will conduct certain money management
functions for the Issuer in relation
to all Series of Certificates.
Principal Paying Agent: Deutsche
Bank AG, London Branch 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
payments in 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 custody at its London
vault premises, on behalf of the
Issuer, a quantity of 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 transfer agency services
to the Issuer in connection with
the Certificates.
Precious Metals Counterparty: JPMorgan
Chase 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 Authorised Participants in consideration
of cash payment, physical delivery
of the relevant Precious Metal or
a combination of both. A Series of
Certificates may have different Authorised
Participants to the other Series,
and the Authorised Participants for
a particular Series will be specified
in the Final Terms for that Series.
B.22 No Financial Not applicable - as the Issuer has
Statements commenced operations and prepared
financial statements since incorporation.
B.23 Key historical 31 Dec 31 Dec
financial 2015 2014
information $ $
ASSETS
Cash and cash
equivalents 9 234,445 235,953
Other receivables 10 3,166,931 1,587,220
Financial assets
designated at
fair value through
profit or loss 12 1,798,284,838 1,919,987,722
Total assets 1,801,686,214 1,921,810,895
============== ==============
LIABILITIES AND
EQUITY
Current Liabilities
Other payables 14 3,804,071 2,262,047
Financial liabilities
designated at
fair value through
profit or loss 13 1,797,824,006 1,919,491,086
Total liabilities 1,801,628,077 1,921,753,133
============== ==============
Shareholders'
Funds-Equity
Share capital 15 55,512 55,512
Revenue reserves 2,625 2,250
-------------- --------------
Total equity 58,137 57,762
-------------- --------------
Total liabilities
and equity 1,801,686,214 1,921,810,895
============== ==============
B.24 Material Not Applicable - There has been no
adverse material adverse change in the prospects
change of the Issuer since the date of its
last published audited financial
statements.
B.25 Description The underlying assets for a Series
of underlying of Certificates is the specified
assets pool of a particular Precious Metal
recorded in the relevant custody
accounts of the Issuer with the Custodian
from time to time. On any date, such
pool is expected to comprise an amount
of the relevant Precious Metal no
less than the aggregate of the Per
Certificate Entitlement to such Precious
Metal 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 reduced by 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 divided by 365 and applied
accordingly.
B.26 Investment Not applicable - there is no active
management management of the assets of the Issuer.
B.27 Further Not applicable - the Issuer will
issuances not issue further securities backed
backed by by the same pool of assets.
same pool
of assets
B.29 Description Save to the extent that the Authorised
of the flow Participant as subscribed for the
of funds issue of Certificates in whole or
in part by the physical delivery
of the relevant Precious Metal in
respect of the Series (the "Underlying
Precious Metal"), the net proceeds
from each issue of Certificates will
be used (a) to purchase the Underlying
Precious Metal and (b) to pay any
listing fees incurred in connection
with the listing of the Certificates.
The Certificates will not bear interest.
On redemption, a Certificateholder
will, in respect of a Certificate,
receive on a date on or before the
third business day following the
relevant Eligible Redemption Valuation
Date(being any business day) (in
each case the "Settlement Date"):
1. an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by the
Issuer in respect of the sale of
the relevant amount of the Underlying
Precious Metal in respect of such
Certificates less all expenses, fees
and charges incurred 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 aggregate Per Certificate
Entitlement to the Underlying Precious
Metal at the relevant Eligible 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 Not applicable - there are no originators
of securitised of the Precious Metals
assets
Section C - Securities
Element Description Disclosure requirement
of Element
C.1 Type and The Issuer may issue secured exchange
class of traded Precious Metal linked certificates.
securities Each Series may be issued in tranches
being offered (each a "Tranche") on the same or
and/or admitted different issue dates.
to trading.
Underlying Precious Metal: Gold
ISIN: IE00B579F325 & DE000A1MECS1
C.2 Currency US dollars
C.8 Rights attached Payment of redemption amount
to the securities
Each Certificate gives the holder
the right to receive the applicable
payment (or in certain circumstances,
the delivery of an amount of the
Underlying Precious Metal) on its
redemption, as described in C.9.
Status and 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 Trustee and the Issuer
(the "Security Deed") in favour of
the Trustee for itself and for the
other parties listed and entitles
to payment in the Payment Priorities
(the "Secured Creditors"), as follows:
(a) a first fixed charge over all
of the Issuer's rights, title and
interest in and to the Underlying
Precious Metal from time to time
standing to the credit of the unallocated
account of the Issuer with the Custodian,
in which the Custodian holds the
Underlying Precious Metal 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's rights, title and
interest in and to the Underlying
Precious Metal from time to time
standing to 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 Allocated
Account") and all rights and sums
derived therefrom from time to time;
and
(c) an assignment by way of security
of the Issuer's rights, title and
interest in and to each of the transaction
documents relating to the Programme
to the extent that they relate to
the Certificates and any sums payable
thereunder including 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 security
interest over the cash account maintained
by the Account Bank 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 the property of
the Issuer which is subject to the
Security (the "Secured Property")
in respect of such Series of Certificates.
If the net proceeds of the realisation
of the Secured Property are not sufficient
to make all payments due in respect
of the Certificates and due to each
other creditor relating to the Certificates,
no other assets of the Issuer will
be available to meet such shortfall,
the claims of the Certificateholders
and any other creditors relating
to the Certificates in respect of
any such shortfall 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 directed and 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 Trustee and the Portfolio
Adviser which default is incapable
of remedy or, if in the opinion of
the Trustee capable 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 date notice is received
by or on behalf of the Issuer that
a Certificateholder has or will cease
to have an account with 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
Eligible Redemption Valuation Date)
and Cash Settlement shall apply to
such redemption.
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 Issuer
has 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 Programme
and any stock exchange on which the
Certificates are listed.
Mandatory Redemption
The Issuer shall instruct the Portfolio
Administrator to sell all of the
Secured Property and apply the sales
proceeds (less all expenses, fees
and charges) in accordance with the
Payment Priorities and redeem each
outstanding Certificate, in the event
of:
1. changes in tax law which may result
in withholding to be applied to payments
made by the Issuer in respect of
the Certificates, the cost of the
Issuer complying with its obligations
in respect of the Programme being
material increased or result in an
increased VAT 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 cease to be,
or notice is received that the Certificates
will cease to be held in uncertificated
form and accepted for clearance through
CREST; or
4. if at any time the Portfolio Administrator
determines and notifies the Issuer
that the aggregate number of Certificates
outstanding on any day after the
first anniversary of the issue date
of the first Tranche of Certificates
is less than 1,000,000.
Trustee: The Trustee in respect of
the Certificates shall be Deutsche
Trust Company Limited.
C.10 Derivative Not applicable - the Certificates
component do not bear interest at a prescribed
of interest rate.
C.11 Admission Application has been made to The
to Trading Irish Stock Exchange Plc for the
Certificates to be admitted to the
Official List and trading on its
regulated market.
Application has been made to the
Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse) for certain
Certificates to be admitted to the
official list of the Frankfurt Stock
Exchange and to be admitted to listing
and trading on the Regulated Market
(General Standard) (Regulierter Markt
General Standard) of the Frankfurt
Stock Exchange.
Application will be made for certain
Certificates to be admitted to the
Official List maintained by the UK
Listing Authority for the purpose
of Part VI of the Financial Services
and Markets Act 2000 and the Financial
Services Act 2012 and trading on
the regulated market of the London
Stock Exchange plc.
Application will also be made for
certain Certificates to be admitted
to listing on the main segment of
the SIX Swiss Exchange.
Application will also be made for
certain Certificates to be admitted
to listing on the Borsa Italiana
ETFplus market of the Italian Stock
Exchange (Borsa Italiana S.p.A.).
Application will also be made for
certain Certificates to be admitted
to listing on the Euronext in Amsterdam.
C.12 Minimum The Certificates are being treated
denomination by the Issuer for the purposes of
Annexes V and VII of Commission Regulation
No. 809/2004 of 29 April 2004, as
amended as having a minimum denomination
of less than EUR100,000.
C.15 Value of Issue Price: $ 128.6181
the investment On redemption, a Certificateholder
is affected will, in respect of a Certificate,
by the value receive on the relevant Settlement
of the underlying Date (a) the Cash Amount; or (b)
instruments the Delivery Amount as determined
in accordance with the Conditions
from time to time.
C.16 Expiration/ Maturity Date: 31/12/2100
Maturity
date
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
1086 of the Irish Companies Act 2014
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 be accepted for clearance through
CREST. The Certificates are participating
securities for the purposes of the
Regulations.
C.18 Description On redemption, a Certificateholder
of return will, in respect of a Certificate,
receive on a date on the relevant
Settlement Date:
1. an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by 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 incurred by the
Issuer in respect of such redemption,
subject to a minimum of US$0.01;
or
2. an amount of the Underlying Precious
Metal determined by the Portfolio
Administrator equal to:
1. the aggregate Per Certificate
Entitlement to the Underlying Precious
Metal at the relevant Eligible 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.
C.19 Final price On redemption at maturity, a Certificateholder
/ exercise will, in respect of a Certificate,
price receive on the Final Maturity Date
an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by 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 incurred by the
Issuer in respect of such redemption,
subject to a minimum of US$0.01.
C.20 Type of Information on the past and the future
underlying performance and volatility of gold
and where prices can be found at Reuters Screen
information page "XAUUSDPM" or Bloomberg ticker
on underlying "GOLDLNPM".
can be found
Section D - Risks
Element Description Disclosure requirement
of Element
D.2 Key risks The Issuer has been established as
specific a special purpose vehicle for the
to the Issuer purpose of establishing the Programme
and issuing multiple series of asset
backed securities, holding the Underlying
Precious Metal 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 share capital, such fees
(as agreed) payable to it in connection
with the issue of Certificates or
entry into other obligations from
time to time and 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 relevant
fixed security.
Section E - Offer
Element Description Disclosure requirement
of Element
E.2b Reasons Not applicable - the reasons for
for the the offer and use of proceeds are
offer and not different from making profit
use of proceeds and/or hedging.
E.3 Terms and Offers and sales of the Certificates
conditions to an investor by an Authorised Participant
of the offer will be made, in accordance with
any terms and other arrangements
in place between such Authorised
Participant and such investor including
as to price, allocations and settlement
arrangements. Neither the Issuer
nor the Arranger will be a party
to any such arrangements with investors
(except where the Arranger itself
offers Certificates to an investor)
and, accordingly, this Base 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:
Amount of the offer: The number of
Certificates subject to the offer
will be determined on the basis of
the demand for the Certificates and
prevailing market conditions and
be published, provided that the aggregate
number of all Certificates of any
and all Series outstanding from time
to time shall 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 person
offering such Certificate.
Offer Period: Certificates may be
offered to an investor at any time
between the Issue Date of the first
Tranche of a Series of Certificates
and the Maturity Date of such Series.
Issue Date: 13/03/2018
E.4 Material Source UK Services Limited which
interests is acting as Portfolio Adviser and
in the offer Arranger in respect of the Programme
has a relationship with certain Authorised
Participants under the Programme
and may have a relationship with
future Authorised Participants appointed
to the Programme. Such relationships
may therefore potentially give rise
to conflicts of interest which are
adverse to 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
adversely affect the market value
of the Certificates.
E.7 Expenses In connection with the redemption
chargeable of any Certificate at the option
to Investors of a Certificateholder, a redemption
notice fee of up to US$500.00 will
be payable by the relevant Certificateholder.
The Cash Amount payable or the Delivery
Amount deliverable, as applicable,
in respect of any redemption is calculated
net of all expenses, fees and charges
incurred or to be incurred in connection
therewith.
From time to time, in respect of
Certificates, a portion of the Underlying
Precious Metal equal to the aggregate
of the daily amounts by which the
Per Certificate Entitlement to such
Underlying Precious Metal has been
reduced by the Reduction Percentage
over the relevant period (the "Combined
Fees") will be withdrawn from the
relevant 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 Adviser and
also its agreement to pay the fees
and expenses due to the other service
providers in connection with the
Programme (but not including any
indemnities granted in favour of
the other service providers).
Final Terms dated 13 March 2018
Palladium - Series 4
SOURCE PHYSICAL MARKETS PLC
Issue of 6,000 Secured Palladium-Linked Certificates due
2100
under the
Secured Precious Metals-Linked Certificates Programme
The Base Prospectus referred to below (as completed by these
Final Terms) has been prepared on 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 Directive 2003/71/EC, as amended (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:
(i) in circumstances in which no obligation arises for the
Issuer or any Authorised Participant to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer; or
(ii) in those Public Offer Jurisdictions mentioned in Part A
below and that such offer is made during the Offer Period specified
for such purpose therein.
Neither the Issuer nor any Authorised Participant 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 defined as such for the
purposes of the Conditions (the "Conditions") set forth in the Base
Prospectus dated 30 March 2017 which constitutes a base prospectus
(the "Base Prospectus") for the purposes of the Prospectus
Directive. This document constitutes the Final Terms of the
Certificates described herein for the purposes of Article 5(4) of
the Prospectus Directive. These Final Terms contain the final terms
of the Tranche of Certificates described herein and must be read in
conjunction with such Base Prospectus.
Full information on the Issuer and the offer of the Tranche of
Certificates described herein 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.sourceetf.com and during normal business hours at 6th Floor,
Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland. A summary
of the individual issue is annexed to these Final Terms.
4. Issuer: Source Physical Markets
plc
5. Issue Date: 14 March 2018
6. Final Maturity Date: 31 December 2100
7. Underlying Precious Palladium
Metal:
8. Initial Per Certificate 0.1 fine troy ounces
Entitlement to Underlying Palladium (being the
Precious Metal as Per Certificate Entitlement
at the Issue Date: to Palladium of the Certificates
already in issue, as
at the Issue Date)
9. Reduction Percentage: 0.39 per cent. per annum
10. Rounding Amount: The nearest 100 of a
fine troy ounce.
11. Issue Price: $95.9724
12. Settlement (Condition Cash Settlement or Physical
7): Settlement
13. (c) Names and addresses Located at: http://www.source.info/investing.html?sessMode=true
of Authorised Participants:
(d) Date of Subscription 13 April, 2011
Agreement:
14. Total commission and Not Applicable
concession:
15. Non-exempt Offer: Not Applicable
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue
and admission to trading on the regulated market of the Irish Stock
Exchange and the regulated market of the London Stock Exchange 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 contained
in these Final Terms.
Signed on behalf of Source Physical Markets plc:
By: ............................................
Duly authorised
PART B - OTHER INFORMATION
1. LISTING
(a) Listing Ireland and London
(b) Admission to trading 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 and
the regulated market
of the London Stock
Exchange.
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 and the regulated
market of the London
Stock Exchange.
2. EXPENSES OF THE OFFER
Estimate of total Irish Stock Exchange
expenses related to listing: EUR500
admission to trading:
3. OPERATIONAL INFORMATION
ISIN Code: IE00B4LJS984
Delivery: Delivery against 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 required to 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
possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is
included in the summary with the mention of "not applicable".
Section A - Introduction and warnings
Element Description Disclosure requirement
of Element
A.1 Standard This summary should be read as an
Warning introduction to this Base Prospectus.
Any decision to invest in the Certificates
should be based on consideration
of this Base Prospectus as 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 Member States, have to bear the
costs of translating this Base Prospectus
before the legal proceedings are
initiated. Civil liability attaches
only to those persons who have tabled
the summary including any translation
thereof, but only if the summary
is misleading, inaccurate or inconsistent
when read together with the other
parts 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
whether to invest in the Certificates.
A.2 Disclosure The Issuer has consented to the use
of consent of the Base Prospectus, and has accepted
for use responsibility for the content of
of the Base the Base Prospectus, with respect
Prospectus to subsequent resale or final placement
for subsequent by way of public offer of the Certificates
resale or by any financial intermediary in
final placement any of Austria, Belgium, Denmark,
of securities Finland, France, Germany, Italy,
by financial Luxembourg, The Netherlands, Norway,
intermediaries 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 such resale 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
that date by notice published on
the website of the Portfolio Adviser
(www.sourceetf.com). Other than the
right of the Issuer to withdraw the
consent, no other conditions are
attached to the consent described
in this paragraph.
In the event of an offer being made
by a financial intermediary, this
financial intermediary will provide
information to investors on the terms
and conditions of the offer at the
time the offer is made.
Section B - Issuer
Element Description Disclosure requirement
of Element
B.1 Legal and Source Physical Markets Public Limited
Commercial Company (the "Issuer").
Name of
the Issuer
B.2 Domicile The Issuer is a public limited liability
/Legal company incorporated in Ireland under
Form /Legislation the Irish Companies Acts 1963 to
/Country 2009 (which has been repealed and
of Incorporation replaced by the Irish Companies Act
2014) with registered number 471344.
B.16 Control All the issued shares of the Issuer
of Issuer are held to the order of 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 The Issuer has been established as
Purpose a special purpose vehicle for the
Vehicle purposes of issuing asset backed
securities.
B.21 Principal The Issuer is a special purpose vehicle
activities whose sole business is the issue
and global of asset backed securities. The Issuer
overview has established a programme (the
of parties "Programme"), described in 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 parties have roles
in connection with the Programme:
Arranger and Portfolio Advisor: Source
UK Services Limited, 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 providing certain advisory services
Trustee: Deutsche Trustee 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
Series of Certificates and also as
security trustee (holding the benefit
of the security granted by the Issuer
over certain of its assets in respect
of a Series on trust for the Certificateholders
and other transaction parties in
respect of 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, including but not limited
to, determining the Per Certificate
Entitlement for a Series and the
Cash Amount payable or the Delivery
Amount deliverable on a redemption
of Certificates. As Account Bank
it will conduct certain money management
functions for the Issuer in relation
to all Series of Certificates.
Principal Paying Agent: Deutsche
Bank AG, London Branch 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
payments in 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 custody at its London
vault premises, on behalf of the
Issuer, a quantity of 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 transfer agency services
to the Issuer in connection with
the Certificates.
Precious Metals Counterparty: JPMorgan
Chase 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 Authorised Participants in consideration
of cash payment, physical delivery
of the relevant Precious Metal or
a combination of both. A Series of
Certificates may have different Authorised
Participants to the other Series,
and the Authorised Participants for
a particular Series will be specified
in the Final Terms for that Series.
B.22 No Financial Not applicable - as the Issuer has
Statements commenced operations and prepared
financial statements since incorporation.
B.23 Key historical 31 Dec 31 Dec
financial 2015 2014
information $ $
ASSETS
Cash and cash
equivalents 9 234,445 235,953
Other receivables 10 3,166,931 1,587,220
Financial assets
designated at
fair value through
profit or loss 12 1,798,284,838 1,919,987,722
Total assets 1,801,686,214 1,921,810,895
============== ==============
LIABILITIES AND
EQUITY
Current Liabilities
Other payables 14 3,804,071 2,262,047
Financial liabilities
designated at
fair value through
profit or loss 13 1,797,824,006 1,919,491,086
Total liabilities 1,801,628,077 1,921,753,133
============== ==============
Shareholders'
Funds-Equity
Share capital 15 55,512 55,512
Revenue reserves 2,625 2,250
-------------- --------------
Total equity 58,137 57,762
-------------- --------------
Total liabilities
and equity 1,801,686,214 1,921,810,895
============== ==============
B.24 Material Not Applicable - There has been no
adverse material adverse change in the prospects
change of the Issuer since the date of its
last published audited financial
statements.
B.25 Description The underlying assets for a Series
of underlying of Certificates is the specified
assets pool of a particular Precious Metal
recorded in the relevant custody
accounts of the Issuer with the Custodian
from time to time. On any date, such
pool is expected to comprise an amount
of the relevant Precious Metal no
less than the aggregate of the Per
Certificate Entitlement to such Precious
Metal 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 reduced by 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 divided by 365 and applied
accordingly.
B.26 Investment Not applicable - there is no active
management management of the assets of the Issuer.
B.27 Further Not applicable - the Issuer will
issuances not issue further securities backed
backed by by the same pool of assets.
same pool
of assets
B.29 Description Save to the extent that the Authorised
of the flow Participant as subscribed for the
of funds issue of Certificates in whole or
in part by the physical delivery
of the relevant Precious Metal in
respect of the Series (the "Underlying
Precious Metal"), the net proceeds
from each issue of Certificates will
be used (a) to purchase the Underlying
Precious Metal and (b) to pay any
listing fees incurred in connection
with the listing of the Certificates.
The Certificates will not bear interest.
On redemption, a Certificateholder
will, in respect of a Certificate,
receive on a date on or before the
third business day following the
relevant Eligible Redemption Valuation
Date(being any business day) (in
each case the "Settlement Date"):
1. an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by the
Issuer in respect of the sale of
the relevant amount of the Underlying
Precious Metal in respect of such
Certificates less all expenses, fees
and charges incurred 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 aggregate Per Certificate
Entitlement to the Underlying Precious
Metal at the relevant Eligible 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 Not applicable - there are no originators
of securitised of the Precious Metals
assets
Section C - Securities
Element Description Disclosure requirement
of Element
C.1 Type and The Issuer may issue secured exchange
class of traded Precious Metal linked certificates.
securities Each Series may be issued in tranches
being offered (each a "Tranche") on the same or
and/or admitted different issue dates.
to trading.
Underlying Precious Metal: Palladium
ISIN: IE00B4LJS984
C.2 Currency US dollars
C.8 Rights attached Payment of redemption amount
to the securities
Each Certificate gives the holder
the right to receive the applicable
payment (or in certain circumstances,
the delivery of an amount of the
Underlying Precious Metal) on its
redemption, as described in C.9.
Status and 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 Trustee and the Issuer
(the "Security Deed") in favour of
the Trustee for itself and for the
other parties listed and entitles
to payment in the Payment Priorities
(the "Secured Creditors"), as follows:
(a) a first fixed charge over all
of the Issuer's rights, title and
interest in and to the Underlying
Precious Metal from time to time
standing to the credit of the unallocated
account of the Issuer with the Custodian,
in which the Custodian holds the
Underlying Precious Metal 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's rights, title and
interest in and to the Underlying
Precious Metal from time to time
standing to 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 Allocated
Account") and all rights and sums
derived therefrom from time to time;
and
(c) an assignment by way of security
of the Issuer's rights, title and
interest in and to each of the transaction
documents relating to the Programme
to the extent that they relate to
the Certificates and any sums payable
thereunder including 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 security
interest over the cash account maintained
by the Account Bank 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 the property of
the Issuer which is subject to the
Security (the "Secured Property")
in respect of such Series of Certificates.
If the net proceeds of the realisation
of the Secured Property are not sufficient
to make all payments due in respect
of the Certificates and due to each
other creditor relating to the Certificates,
no other assets of the Issuer will
be available to meet such shortfall,
the claims of the Certificateholders
and any other creditors relating
to the Certificates in respect of
any such shortfall 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 directed and 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 Trustee and the Portfolio
Adviser which default is incapable
of remedy or, if in the opinion of
the Trustee capable 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 date notice is received
by or on behalf of the Issuer that
a Certificateholder has or will cease
to have an account with 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
Eligible Redemption Valuation Date)
and Cash Settlement shall apply to
such redemption.
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 Issuer
has 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 Programme
and any stock exchange on which the
Certificates are listed.
Mandatory Redemption
The Issuer shall instruct the Portfolio
Administrator to sell all of the
Secured Property and apply the sales
proceeds (less all expenses, fees
and charges) in accordance with the
Payment Priorities and redeem each
outstanding Certificate, in the event
of:
1. changes in tax law which may result
in withholding to be applied to payments
made by the Issuer in respect of
the Certificates, the cost of the
Issuer complying with its obligations
in respect of the Programme being
material increased or result in an
increased VAT 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 cease to be,
or notice is received that the Certificates
will cease to be held in uncertificated
form and accepted for clearance through
CREST; or
4. if at any time the Portfolio Administrator
determines and notifies the Issuer
that the aggregate number of Certificates
outstanding on any day after the
first anniversary of the issue date
of the first Tranche of Certificates
is less than 1,000,000.
Trustee: The Trustee in respect of
the Certificates shall be Deutsche
Trust Company Limited.
C.10 Derivative Not applicable - the Certificates
component do not bear interest at a prescribed
of interest rate.
C.11 Admission Application has been made to The
to Trading Irish Stock Exchange Limited for
the Certificates to be admitted to
the Official List and trading on
its regulated market.
Application has been made for the
Certificates to be admitted to the
Official List maintained by the UK
Listing Authority for the purpose
of Part VI of the Financial Services
and Markets Act 2000 and the Financial
Services Act 2012 and trading on
the regulated market of the London
Stock Exchange plc.
C.12 Minimum The Certificates are being treated
denomination by the Issuer for the purposes of
Annexes V and VII of Commission Regulation
No. 809/2004 of 29 April 2004, as
amended as having a minimum denomination
of less than EUR100,000.
C.15 Value of Issue Price: $95.9724
the investment On redemption, a Certificateholder
is affected will, in respect of a Certificate,
by the value receive on the relevant Settlement
of the underlying Date (a) the Cash Amount; or (b)
instruments the Delivery Amount as determined
in accordance with the Conditions
from time to time.
C.16 Expiration/ Maturity Date: 31/12/2100
Maturity
date
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
1086 of the Irish Companies Act 2014
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 be accepted for clearance through
CREST. The Certificates are participating
securities for the purposes of the
Regulations.
C.18 Description On redemption, a Certificateholder
of return will, in respect of a Certificate,
receive on a date on the relevant
Settlement Date:
1. an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by 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 incurred by the
Issuer in respect of such redemption,
subject to a minimum of US$0.01;
or
2. an amount of the Underlying Precious
Metal determined by the Portfolio
Administrator equal to:
1. the aggregate Per Certificate
Entitlement to the Underlying Precious
Metal at the relevant Eligible 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.
C.19 Final price On redemption at maturity, a Certificateholder
/ exercise will, in respect of a Certificate,
price receive on the Final Maturity Date
an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by 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 incurred by the
Issuer in respect of such redemption,
subject to a minimum of US$0.01.
C.20 Type of Information on the past and the future
underlying performance and volatility of palladium
and where prices can be found at Bloomberg
information ticker "PLDMLNPM".
on underlying
can be found
Section D - Risks
Element Description Disclosure requirement
of Element
D.2 Key risks The Issuer has been established as
specific a special purpose vehicle for the
to the Issuer purpose of establishing the Programme
and issuing multiple series of asset
backed securities, holding the Underlying
Precious Metal 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 share capital, such fees
(as agreed) payable to it in connection
with the issue of Certificates or
entry into other obligations from
time to time and 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 relevant
fixed security.
Section E - Offer
Element Description Disclosure requirement
of Element
E.2b Reasons Not applicable - the reasons for
for the the offer and use of proceeds are
offer and not different from making profit
use of proceeds and/or hedging.
E.3 Terms and Offers and sales of the Certificates
conditions to an investor by an Authorised Participant
of the offer will be made, in accordance with
any terms and other arrangements
in place between such Authorised
Participant and such investor including
as to price, allocations and settlement
arrangements. Neither the Issuer
nor the Arranger will be a party
to any such arrangements with investors
(except where the Arranger itself
offers Certificates to an investor)
and, accordingly, this Base 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:
Amount of the offer: The number of
Certificates subject to the offer
will be determined on the basis of
the demand for the Certificates and
prevailing market conditions and
be published, provided that the aggregate
number of all Certificates of any
and all Series outstanding from time
to time shall 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 person
offering such Certificate.
Offer Period: Certificates may be
offered to an investor at any time
between the Issue Date of the first
Tranche of a Series of Certificates
and the Maturity Date of such Series.
Issue Date: 14/03/2018
E.4 Material Source UK Services Limited which
interests is acting as Portfolio Adviser and
in the offer Arranger in respect of the Programme
has a relationship with certain Authorised
Participants under the Programme
and may have a relationship with
future Authorised Participants appointed
to the Programme. Such relationships
may therefore potentially give rise
to conflicts of interest which are
adverse to 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
adversely affect the market value
of the Certificates.
E.7 Expenses In connection with the redemption
chargeable of any Certificate at the option
to Investors of a Certificateholder, a redemption
notice fee of up to US$500.00 will
be payable by the relevant Certificateholder.
The Cash Amount payable or the Delivery
Amount deliverable, as applicable,
in respect of any redemption is calculated
net of all expenses, fees and charges
incurred or to be incurred in connection
therewith.
From time to time, in respect of
Certificates, a portion of the Underlying
Precious Metal equal to the aggregate
of the daily amounts by which the
Per Certificate Entitlement to such
Underlying Precious Metal has been
reduced by the Reduction Percentage
over the relevant period (the "Combined
Fees") will be withdrawn from the
relevant 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 Adviser and
also its agreement to pay the fees
and expenses due to the other service
providers in connection with the
Programme (but not including any
indemnities granted in favour of
the other service providers).
Final Terms dated 13 March 2018
Silver - Series 2
SOURCE PHYSICAL MARKETS PLC
Issue of 75,000 Secured Silver-Linked Certificates due 2100
under the
Secured Precious Metals-Linked Certificates Programme
The Base Prospectus referred to below (as completed by these
Final Terms) has been prepared on 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 Directive 2003/71/EC, as amended (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:
(i) in circumstances in which no obligation arises for the
Issuer or any Authorised Participant to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer; or
(ii) in those Public Offer Jurisdictions mentioned in Part A
below and that such offer is made during the Offer Period specified
for such purpose therein.
Neither the Issuer nor any Authorised Participant 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 defined as such for the
purposes of the Conditions (the "Conditions") set forth in the Base
Prospectus dated 30 March 2017 which constitutes a base prospectus
(the "Base Prospectus") for the purposes of the Prospectus
Directive. This document constitutes the Final Terms of the
Certificates described herein for the purposes of Article 5(4) of
the Prospectus Directive. These Final Terms contain the final terms
of the Tranche of Certificates described herein and must be read in
conjunction with such Base Prospectus.
Full information on the Issuer and the offer of the Tranche of
Certificates described herein 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.sourceetf.com and during normal business hours at 6th Floor,
Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland. A summary
of the individual issue is annexed to these Final Terms.
4. Issuer: Source Physical Markets
plc
5. Issue Date: 14 March 2018
6. Final Maturity Date: 31 December 2100
7. Underlying Precious Silver
Metal:
8. Initial Per Certificate 1 fine troy ounces Silver
Entitlement to Underlying (being the Per Certificate
Precious Metal as Entitlement to Silver
at the Issue Date: of the Certificates already
in issue, as at the Issue
Date)
9. Reduction Percentage: 0.39 per cent. per annum
10. Rounding Amount: The nearest 100 of a
fine troy ounce.
11. Issue Price: $ 16.0165
12. Settlement (Condition Cash Settlement or Physical
7): Settlement
13. (c) Names and addresses Located at: http://www.source.info/investing.html?sessMode=true
of Authorised Participants:
(d) Date of Subscription 13 April, 2011
Agreement:
14. Total commission and Not Applicable
concession:
15. Non-exempt Offer: Not Applicable
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue
and admission to trading on the regulated market of the Irish Stock
Exchange and the regulated market of the London Stock Exchange 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 contained
in these Final Terms.
Signed on behalf of Source Physical Markets plc:
By: ............................................
Duly authorised
PART B - OTHER INFORMATION
1. LISTING
(a) Listing Ireland and London
(b) Admission to trading 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 and
the regulated market
of the London Stock
Exchange.
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 and the regulated
market of the London
Stock Exchange.
EXPENSES OF THE OFFER
2. Estimate of total expenses related to
admission to trading:
OPERATIONAL INFORMATION Irish Stock Exchange
listing: EUR500
3. ISIN Code: IE00B43VDT70
Delivery: Delivery against 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 required to 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
possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is
included in the summary with the mention of "not applicable".
Section A - Introduction and warnings
Element Description Disclosure requirement
of Element
A.1 Standard This summary should be read as an
Warning introduction to this Base Prospectus.
Any decision to invest in the Certificates
should be based on consideration
of this Base Prospectus as 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 Member States, have to bear the
costs of translating this Base Prospectus
before the legal proceedings are
initiated. Civil liability attaches
only to those persons who have tabled
the summary including any translation
thereof, but only if the summary
is misleading, inaccurate or inconsistent
when read together with the other
parts 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
whether to invest in the Certificates.
A.2 Disclosure The Issuer has consented to the use
of consent of the Base Prospectus, and has accepted
for use responsibility for the content of
of the Base the Base Prospectus, with respect
Prospectus to subsequent resale or final placement
for subsequent by way of public offer of the Certificates
resale or by any financial intermediary in
final placement any of Austria, Belgium, Denmark,
of securities Finland, France, Germany, Italy,
by financial Luxembourg, The Netherlands, Norway,
intermediaries 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 such resale 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
that date by notice published on
the website of the Portfolio Adviser
(www.sourceetf.com). Other than the
right of the Issuer to withdraw the
consent, no other conditions are
attached to the consent described
in this paragraph.
In the event of an offer being made
by a financial intermediary, this
financial intermediary will provide
information to investors on the terms
and conditions of the offer at the
time the offer is made.
Section B - Issuer
Element Description Disclosure requirement
of Element
B.1 Legal and Source Physical Markets Public Limited
Commercial Company (the "Issuer").
Name of
the Issuer
B.2 Domicile The Issuer is a public limited liability
/Legal company incorporated in Ireland under
Form /Legislation the Irish Companies Acts 1963 to
/Country 2009 (which has been repealed and
of Incorporation replaced by the Irish Companies Act
2014) with registered number 471344.
B.16 Control All the issued shares of the Issuer
of Issuer are held to the order of 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 The Issuer has been established as
Purpose a special purpose vehicle for the
Vehicle purposes of issuing asset backed
securities.
B.21 Principal The Issuer is a special purpose vehicle
activities whose sole business is the issue
and global of asset backed securities. The Issuer
overview has established a programme (the
of parties "Programme"), described in 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 parties have roles
in connection with the Programme:
Arranger and Portfolio Advisor: Source
UK Services Limited, 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 providing certain advisory services
Trustee: Deutsche Trustee 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
Series of Certificates and also as
security trustee (holding the benefit
of the security granted by the Issuer
over certain of its assets in respect
of a Series on trust for the Certificateholders
and other transaction parties in
respect of 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, including but not limited
to, determining the Per Certificate
Entitlement for a Series and the
Cash Amount payable or the Delivery
Amount deliverable on a redemption
of Certificates. As Account Bank
it will conduct certain money management
functions for the Issuer in relation
to all Series of Certificates.
Principal Paying Agent: Deutsche
Bank AG, London Branch 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
payments in 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 custody at its London
vault premises, on behalf of the
Issuer, a quantity of 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 transfer agency services
to the Issuer in connection with
the Certificates.
Precious Metals Counterparty: JPMorgan
Chase 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 Authorised Participants in consideration
of cash payment, physical delivery
of the relevant Precious Metal or
a combination of both. A Series of
Certificates may have different Authorised
Participants to the other Series,
and the Authorised Participants for
a particular Series will be specified
in the Final Terms for that Series.
B.22 No Financial Not applicable - as the Issuer has
Statements commenced operations and prepared
financial statements since incorporation.
B.23 Key historical 31 Dec 31 Dec
financial 2015 2014
information $ $
ASSETS
Cash and cash
equivalents 9 234,445 235,953
Other receivables 10 3,166,931 1,587,220
Financial assets
designated at
fair value through
profit or loss 12 1,798,284,838 1,919,987,722
Total assets 1,801,686,214 1,921,810,895
============== ==============
LIABILITIES AND
EQUITY
Current Liabilities
Other payables 14 3,804,071 2,262,047
Financial liabilities
designated at
fair value through
profit or loss 13 1,797,824,006 1,919,491,086
Total liabilities 1,801,628,077 1,921,753,133
============== ==============
Shareholders'
Funds-Equity
Share capital 15 55,512 55,512
Revenue reserves 2,625 2,250
-------------- --------------
Total equity 58,137 57,762
-------------- --------------
Total liabilities
and equity 1,801,686,214 1,921,810,895
============== ==============
B.24 Material Not Applicable - There has been no
adverse material adverse change in the prospects
change of the Issuer since the date of its
last published audited financial
statements.
B.25 Description The underlying assets for a Series
of underlying of Certificates is the specified
assets pool of a particular Precious Metal
recorded in the relevant custody
accounts of the Issuer with the Custodian
from time to time. On any date, such
pool is expected to comprise an amount
of the relevant Precious Metal no
less than the aggregate of the Per
Certificate Entitlement to such Precious
Metal 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 reduced by 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 divided by 365 and applied
accordingly.
B.26 Investment Not applicable - there is no active
management management of the assets of the Issuer.
B.27 Further Not applicable - the Issuer will
issuances not issue further securities backed
backed by by the same pool of assets.
same pool
of assets
B.29 Description Save to the extent that the Authorised
of the flow Participant as subscribed for the
of funds issue of Certificates in whole or
in part by the physical delivery
of the relevant Precious Metal in
respect of the Series (the "Underlying
Precious Metal"), the net proceeds
from each issue of Certificates will
be used (a) to purchase the Underlying
Precious Metal and (b) to pay any
listing fees incurred in connection
with the listing of the Certificates.
The Certificates will not bear interest.
On redemption, a Certificateholder
will, in respect of a Certificate,
receive on a date on or before the
third business day following the
relevant Eligible Redemption Valuation
Date(being any business day) (in
each case the "Settlement Date"):
1. an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by the
Issuer in respect of the sale of
the relevant amount of the Underlying
Precious Metal in respect of such
Certificates less all expenses, fees
and charges incurred 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 aggregate Per Certificate
Entitlement to the Underlying Precious
Metal at the relevant Eligible 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 Not applicable - there are no originators
of securitised of the Precious Metals
assets
Section C - Securities
Element Description Disclosure requirement
of Element
C.1 Type and The Issuer may issue secured exchange
class of traded Precious Metal linked certificates.
securities Each Series may be issued in tranches
being offered (each a "Tranche") on the same or
and/or admitted different issue dates.
to trading.
Underlying Precious Metal: Silver
ISIN: IE00B43VDT70
C.2 Currency US dollars
C.8 Rights attached Payment of redemption amount
to the securities
Each Certificate gives the holder
the right to receive the applicable
payment (or in certain circumstances,
the delivery of an amount of the
Underlying Precious Metal) on its
redemption, as described in C.9.
Status and 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 Trustee and the Issuer
(the "Security Deed") in favour of
the Trustee for itself and for the
other parties listed and entitles
to payment in the Payment Priorities
(the "Secured Creditors"), as follows:
(a) a first fixed charge over all
of the Issuer's rights, title and
interest in and to the Underlying
Precious Metal from time to time
standing to the credit of the unallocated
account of the Issuer with the Custodian,
in which the Custodian holds the
Underlying Precious Metal 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's rights, title and
interest in and to the Underlying
Precious Metal from time to time
standing to 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 Allocated
Account") and all rights and sums
derived therefrom from time to time;
and
(c) an assignment by way of security
of the Issuer's rights, title and
interest in and to each of the transaction
documents relating to the Programme
to the extent that they relate to
the Certificates and any sums payable
thereunder including 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 security
interest over the cash account maintained
by the Account Bank 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 the property of
the Issuer which is subject to the
Security (the "Secured Property")
in respect of such Series of Certificates.
If the net proceeds of the realisation
of the Secured Property are not sufficient
to make all payments due in respect
of the Certificates and due to each
other creditor relating to the Certificates,
no other assets of the Issuer will
be available to meet such shortfall,
the claims of the Certificateholders
and any other creditors relating
to the Certificates in respect of
any such shortfall 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 directed and 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 Trustee and the Portfolio
Adviser which default is incapable
of remedy or, if in the opinion of
the Trustee capable 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 date notice is received
by or on behalf of the Issuer that
a Certificateholder has or will cease
to have an account with 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
Eligible Redemption Valuation Date)
and Cash Settlement shall apply to
such redemption.
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 Issuer
has 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 Programme
and any stock exchange on which the
Certificates are listed.
Mandatory Redemption
The Issuer shall instruct the Portfolio
Administrator to sell all of the
Secured Property and apply the sales
proceeds (less all expenses, fees
and charges) in accordance with the
Payment Priorities and redeem each
outstanding Certificate, in the event
of:
1. changes in tax law which may result
in withholding to be applied to payments
made by the Issuer in respect of
the Certificates, the cost of the
Issuer complying with its obligations
in respect of the Programme being
material increased or result in an
increased VAT 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 cease to be,
or notice is received that the Certificates
will cease to be held in uncertificated
form and accepted for clearance through
CREST; or
4. if at any time the Portfolio Administrator
determines and notifies the Issuer
that the aggregate number of Certificates
outstanding on any day after the
first anniversary of the issue date
of the first Tranche of Certificates
is less than 1,000,000.
Trustee: The Trustee in respect of
the Certificates shall be Deutsche
Trust Company Limited.
C.10 Derivative Not applicable - the Certificates
component do not bear interest at a prescribed
of interest rate.
C.11 Admission Application has been made to The
to Trading Irish Stock Exchange Limited for
the Certificates to be admitted to
the Official List and trading on
its regulated market.
Application has been made for the
Certificates to be admitted to the
Official List maintained by the UK
Listing Authority for the purpose
of Part VI of the Financial Services
and Markets Act 2000 and the Financial
Services Act 2012 and trading on
the regulated market of the London
Stock Exchange plc.
C.12 Minimum The Certificates are being treated
denomination by the Issuer for the purposes of
Annexes V and VII of Commission Regulation
No. 809/2004 of 29 April 2004, as
amended as having a minimum denomination
of less than EUR100,000.
C.15 Value of Issue Price: $ 16.0165
the investment On redemption, a Certificateholder
is affected will, in respect of a Certificate,
by the value receive on the relevant Settlement
of the underlying Date (a) the Cash Amount; or (b)
instruments the Delivery Amount as determined
in accordance with the Conditions
from time to time.
C.16 Expiration/ Maturity Date: 31/12/2100
Maturity
date
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
1086 of the Irish Companies Act 2014
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 be accepted for clearance through
CREST. The Certificates are participating
securities for the purposes of the
Regulations.
C.18 Description On redemption, a Certificateholder
of return will, in respect of a Certificate,
receive on a date on the relevant
Settlement Date:
1. an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by 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 incurred by the
Issuer in respect of such redemption,
subject to a minimum of US$0.01;
or
2. an amount of the Underlying Precious
Metal determined by the Portfolio
Administrator equal to:
1. the aggregate Per Certificate
Entitlement to the Underlying Precious
Metal at the relevant Eligible 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.
C.19 Final price On redemption at maturity, a Certificateholder
/ exercise will, in respect of a Certificate,
price receive on the Final Maturity Date
an amount in US dollars determined
by the Portfolio Administrator equal
to the amount of received by 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 incurred by the
Issuer in respect of such redemption,
subject to a minimum of US$0.01.
C.20 Type of Information on the past and the future
underlying performance and volatility of silver
and where prices can be found at Bloomberg
information ticker "SLVRLN".
on underlying
can be found
Section D - Risks
Element Description Disclosure requirement
of Element
D.2 Key risks The Issuer has been established as
specific a special purpose vehicle for the
to the Issuer purpose of establishing the Programme
and issuing multiple series of asset
backed securities, holding the Underlying
Precious Metal 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 share capital, such fees
(as agreed) payable to it in connection
with the issue of Certificates or
entry into other obligations from
time to time and 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 relevant
fixed security.
Section E - Offer
Element Description Disclosure requirement
of Element
E.2b Reasons Not applicable - the reasons for
for the the offer and use of proceeds are
offer and not different from making profit
use of proceeds and/or hedging.
E.3 Terms and Offers and sales of the Certificates
conditions to an investor by an Authorised Participant
of the offer will be made, in accordance with
any terms and other arrangements
in place between such Authorised
Participant and such investor including
as to price, allocations and settlement
arrangements. Neither the Issuer
nor the Arranger will be a party
to any such arrangements with investors
(except where the Arranger itself
offers Certificates to an investor)
and, accordingly, this Base 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:
Amount of the offer: The number of
Certificates subject to the offer
will be determined on the basis of
the demand for the Certificates and
prevailing market conditions and
be published, provided that the aggregate
number of all Certificates of any
and all Series outstanding from time
to time shall 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 person
offering such Certificate.
Offer Period: Certificates may be
offered to an investor at any time
between the Issue Date of the first
Tranche of a Series of Certificates
and the Maturity Date of such Series.
Issue Date: 14/03/2018
E.4 Material Source UK Services Limited which
interests is acting as Portfolio Adviser and
in the offer Arranger in respect of the Programme
has a relationship with certain Authorised
Participants under the Programme
and may have a relationship with
future Authorised Participants appointed
to the Programme. Such relationships
may therefore potentially give rise
to conflicts of interest which are
adverse to 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
adversely affect the market value
of the Certificates.
E.7 Expenses In connection with the redemption
chargeable of any Certificate at the option
to Investors of a Certificateholder, a redemption
notice fee of up to US$500.00 will
be payable by the relevant Certificateholder.
The Cash Amount payable or the Delivery
Amount deliverable, as applicable,
in respect of any redemption is calculated
net of all expenses, fees and charges
incurred or to be incurred in connection
therewith.
From time to time, in respect of
Certificates, a portion of the Underlying
Precious Metal equal to the aggregate
of the daily amounts by which the
Per Certificate Entitlement to such
Underlying Precious Metal has been
reduced by the Reduction Percentage
over the relevant period (the "Combined
Fees") will be withdrawn from the
relevant 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 Adviser and
also its agreement to pay the fees
and expenses due to the other service
providers in connection with the
Programme (but not including any
indemnities granted in favour of
the other service providers).
This announcement has been issued through the Companies
Announcement Service of
The Irish Stock Exchange
This information is provided by RNS
The company news service from the London Stock Exchange
END
ISEUOUARWAAOAAR
(END) Dow Jones Newswires
March 13, 2018 07:22 ET (11:22 GMT)
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