REG - iShares Physical - Publication of Final Terms
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RNS Number : 4276M iShares Physical Metals Plc 11 June 2025
FINAL TERMS
Final Terms dated 12 June 2025
Xtrackers ETC plc (the "Issuer")
Series 2 up to 100,000,000,000 Xtrackers IE Physical Gold ETC Securities due
23 April 2080 issued under its Secured Xtrackers ETC Precious Metal Linked
Securities Programme
(the "ETC Securities")
Issue of 28,000 ETC Securities being the Tranche Number 480 of Series 2 up to
100,000,000,000 Xtrackers IE Physical Gold ETC Securities due 23 April 2080
issued under its Secured Xtrackers ETC Precious Metal Linked Securities
Programme
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in the Base Prospectus dated 25 February 2025, as
amended and supplemented from time to time which together constitute a base
prospectus for the purposes of the (Regulation (EU) 2017/1129, as amended as
it forms part of "retained EU law", as defined in the European Union
(Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation"). This
document constitutes the final terms of the ETC Securities described herein
for the purposes of Article 8.4 of the UK Prospectus Regulation and must be
read in conjunction with such Base Prospectus (as so amended and
supplemented). Full information on the Issuer and the offer of the ETC
Securities is only available on the basis of the combination of these Final
Terms and the most recently approved Base Prospectus. The Base Prospectus and
the supplements to the Base Prospectus and any translations of the Summary are
available for viewing on the website maintained on behalf of the Issuer at
https://etf.dws.com/en-gb/information/etc-documents/
(https://etf.dws.com/en-gb/information/etc-documents/) , at the registered
office of the Issuer and at the specified office of the Issuing Agent and
copies may be obtained from the offices of the Paying Agent. A summary of the
individual issue is annexed to the Final Terms.
The ETC Securities of this Series may also be listed on the official list of a
stock exchange and admitted to trading on an exchange other than those listed
in these Final Terms, but any such listing or admission to trading will be on
the basis of a separate Final Terms prepared in connection therewith and which
shall be identical to these Final Terms save for the information relating to
listing and the associated disclosure and/or offering documents.
1
1 (i) Series Number: 2
(ii) Tranche Number: 480
2 Specified Currency: USD
3 Aggregate Number of ETC Securities of Series:
(i) Of Series immediately prior to Tranche Issue Date: 124,858,332
(ii) Immediately following Tranche Issue Date:
124,886,332
(iii) Comprising the relevant Tranche of this Series: 28,000
(iv) Maximum Number of ETC Securities of Series: 100,000,000,000
4 Metal Entitlement
(i) Initial Metal Entitlement per ETC Security as at Series Issue 0.0155 fine troy ounce
Date:
(ii) Metal Entitlement per ETC Security as at the Subscription Trade Date of the relevant Tranche of ETC Securities of the Series (if not the first Tranche of ETC Securities of the Series): 0.0153950085 fine troy ounce
5 Issue Price per ETC Security
(i) As at Series Issue Date: is an amount equal to (A) the Initial Metal Entitlement per ETC Security
multiplied by (B) the Metal Reference Price with respect to the Series Issue
Date; and divided by (C) in respect of FX Hedged ETC Securities only, the FX
Spot Reference Level with respect to the Series Issue Date, being USD 26.91
(ii) Of Tranche (where applicable): USD 51.3839
(iii) Series Issue Date: 22 April 2020
(iv) Tranche Issue Date (if not the first Tranche of ETC Securities of the 12 June 2025
Series):
(v) Subscription Trade Date of Tranche: 10 June 2025
(vi) Date on which Board approval for issuance of ETC Securities obtained: 17 April 2020
6 Scheduled Maturity Date: 23 April 2080
7 Relevant Regulatory Law Reference Date: 22 April 2020
8 Name and address of Relevant Clearing System(s) Clearstream, Frankfurt
9 CREST Indirect Clearing Applicable
METAL AND FX HEDGING
10 Metal: Gold
11 Metal Currency: USD
12 FX Hedging: The ETC Securities are not FX Hedged ETC Securities.
13 FX Forward Points Reference Level Source as at the Tranche Issue Date: Not Applicable
14 FX Forward Points Reference Level Fixing Time: Not Applicable
15 FX Spot Reference Level Source as at the Tranche Issue Date: Not Applicable
16 FX Spot Reference Level Fixing Time: Not Applicable
17 FX Spot Bid Reference Level Source as at the Tranche Issue Date: Not Applicable
18 FX Bid-Offer Spread Adjustment as at the Tranche Issue Date: Not Applicable
19 Maximum FX Bid-Offer Spread Adjustment: Not Applicable
20 (i) Metal Reference Price Bid Spread as at the Tranche Issue Date: Not Applicable
(ii) Metal Reference Price Offer Spread as at the Tranche Issue Date: Not Applicable
21 Reference FX Spot Bloomberg Screen: Not Applicable
22 Reference FX Forward Points Bloomberg Screen: Not Applicable
TRANSACTION PARTIES AS AT TRANCHE ISSUE DATE
23 Series Counterparty: Not Applicable
24 ICSD Paying Agent: Not Applicable
25 Account Bank: J.P. Morgan SE
26 Metal Agent: J.P. Morgan Chase Bank, N.A., London Branch
27 Sub-Custodian: Not Applicable
28 Eligible Account Bank Threshold Rating: BBB- / A-3 long and short-term counterparty credit ratings as assigned by
S&P
29 Eligible Custodian Threshold Rating: BBB- / A-3 long and short-term counterparty credit ratings as assigned by
S&P
30 Eligible Metal Agent Threshold Rating: BBB- / A-3 long and short-term counterparty credit ratings as assigned by
S&P
31 Eligible Series Counterparty Threshold Rating: Not Applicable
PROVISIONS RELATING TO REDEMPTION
32 Final Redemption Valuation Date: 9 March 2080
33 Final Redemption Disposal Period: 45 days.
34 Early Redemption Disposal Period: 45 days.
PROVISIONS RELATING TO FEES
35 Base Fee Percentage:
(i) Base Fee Percentage as at the Tranche Issue Date: 0.11 per cent. per annum
(ii) Maximum Base Fee Percentage: 1.00 per cent. per annum
36 FX Hedging Fee Percentage:
(i) FX Hedging Fee Percentage as at the Tranche Issue Date: Not Applicable
(ii) Maximum FX Hedging Fee Percentage: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE ETC SECURITIES
37 Form of ETC Securities: CGN form: Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading the issue of ETC Securities described herein pursuant to the Secured Xtrackers ETC Precious Metal Linked Securities Programme.
These Final Terms comprise the final terms required to list and have admitted to trading the issue of ETC Securities described herein pursuant to the Secured Xtrackers ETC Precious Metal Linked Securities Programme.
XTRACKERS ETC PLC
Signed by a duly authorised attorney:
Part B - Other Information
1 LISTING
(i) Listing and admission to trading: Application has been made for the ETC Securities to be admitted to the
Frankfurt Stock Exchange, Borsa Italiana and the London Stock Exchange plc and
for the ETC Securities to be admitted to trading on the regulated market(s)
and/or other main market(s) thereof with effect from or around 22 April 2020
(ii) Estimate of total net proceeds of the issue: USD 1,438,749.20
(iii) Estimate of the total expenses of the issue: USD 5,000
(iv) Estimate of total expenses related to admission to trading: USD 2,000
2 NOTIFICATION Not applicable.
3 RATINGS:
Ratings: Not Applicable
4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", so far as the Issuer is aware,
no person involved in the offer of the ETC Securities has an interest material
to the offer.
5 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Reasons for the Offer and Use of Proceeds" in the Base
Prospectus.
6 A OPERATIONAL INFORMATION
ISIN: DE000A2T0VU5
Common Code: Not Applicable
SEDOL: BLQ0NB2
WKN: A2T0VU
Delivery: Delivery free of payment
Intended to be held in a manner which would allow Eurosystem eligibility: No
ISIN:
DE000A2T0VU5
Common Code:
Not Applicable
SEDOL:
BLQ0NB2
WKN:
A2T0VU
Delivery:
Delivery free of payment
Intended to be held in a manner which would allow Eurosystem eligibility:
No
ANNEX - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the securities
Tranche 480 of Series 2 up to 100,000,000,000 Xtrackers IE Physical Gold ETC
Securities due 23 April 2080 (the "Series") issued under the Secured Xtrackers
ETC Precious Metal Linked Securities Programme. ISIN Code: DE000A2T0VU5
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
Xtrackers ETC plc (the "Issuer") is a public company limited by shares
incorporated in Ireland. Its registered address is at Fourth Floor, 3 George's
Dock, IFSC, Dublin 1, Ireland. The Issuer's telephone number is +353 1 612
5555 and its legal entity identifier is 549300FXP9JMVJDIO346.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by the United Kingdom Financial Conduct
Authority as competent authority, with its head office at 12 Endeavour Square,
London, E20 1JN and telephone number:+44 800 111 6768, in accordance with
Regulation (EU) 2017/1129, as amended as it forms part of "retained EU law",
as defined in the European Union (Withdrawal) Act 2018 (as amended) (the "UK
Prospectus Regulation").
A.1.4 Date of approval of the Base Prospectus
The Base Prospectus was approved on 25 February 2025 and may be amended and/or
supplemented from time to time.
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of the UK
Prospectus Regulation and should be read as an introduction to the base
prospectus (the "Base Prospectus"). Any decision to invest in the securities
of this Series (the "ETC Securities") should be based on a consideration of
the Base Prospectus as a whole by the investor. Any investor could lose all or
part of their invested capital. Civil liability attaches only to those persons
who have tabled the summary, but only if the summary is misleading, inaccurate
or inconsistent when read together with the other parts of the Base Prospectus
or if it does not provide, when read together with the other parts of the Base
Prospectus, key information in order to aid investors when considering whether
to invest in the ETC Securities. This document does not constitute an offer or
invitation to any person to subscribe for or purchase any ETC Securities. It
has been prepared in connection with the related final terms for this tranche
(the "Final Terms").
B. KEY INFORMATION ON THE ISSUER
B.1 Who is the issuer of the securities?
B.1.1 Domicile, legal form, LEI, jurisdiction of incorporation and country of
operation
The Issuer is incorporated in Ireland with its registered address in Ireland
and its legal entity identifier is 549300FXP9JMVJDIO346. The Issuer was
registered and incorporated in Ireland as a public company limited by shares
on 21 May 2018 under the laws of Ireland, registration number 627079.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities.
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €1,000,000. The Issuer has
issued 25,000 ordinary shares, all of which are fully paid. All of the issued
ordinary shares of the Issuer are held by Wilmington Trust SP Services
(Dublin) Limited on trust for charitable purposes.
B.1.4 Key managing directors
Eileen Starrs and Claudio Borza
B.1.5 Identity of the statutory auditors
KPMG Ireland
B.2 What is the key financial information regarding the Issuer?
The Issuer has prepared most recently audited financial statements for (i) the
period from 1 October 2022 to 30 September 2023 and (ii) the period from 1
October 2023 to 30 September 2024. The financial year of the Issuer ends on 30
September. Such financial statements are incorporated by reference into and
shall form part of the Base Prospectus, and are available from the registered
office of the Issuer. A summary of the key financial information of the Issuer
is set out below:
As at 30 September 2024:
Total assets (in USD) 6,749,076,488
Total equity (in USD) 38,130
Total current liabilities (in USD) 6,749,038,358
Total equity and liabilities (in USD) 6,749,076,488
As at 30 September 2023:
Total assets (in USD) 4,079,212,065
Total equity (in USD) 35,611
Total current liabilities (in USD) 4,079,176,454
Total equity and liabilities (in USD) 4,079,212,065
B.3 What are the key risks that are specific to the Issuer?
The Issuer is a special purpose vehicle with no assets other than its paid-up
share capital, and the assets on which the ETC Securities are secured.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the ETC Securities?
C.1.1 Type, class and ISIN
Commodity-linked securities. ISIN Code: DE000A2T0VU5
C.1.2 Currency, denomination, par value, number of securities issued and duration
The ETC Securities are denominated in U.S. dollars. The ETC Securities are in
bearer global form. The scheduled maturity date (the "Scheduled Maturity
Date") of the ETC Securities is 23 April 2080. As at the issue date of the
above tranche of ETC Securities, there will be 124,886,332 ETC Securities of
the Series in issue. The ETC Securities do not have a denomination but are
treated by the Issuer as having a denomination of less than €100,000.
C.1.3 Rights attached to the ETC Securities
Overview
The ETC Securities are designed to provide investors with exposure to a metal
without having to take physical delivery of the metal. The underlying "Metal"
for the ETC Securities is: gold.
Each ETC Security relates to a specific amount in weight of Metal, specified
in the Final Terms, known as the "Metal Entitlement per ETC Security".
On any particular day, the ETC Security can be viewed as giving an exposure to
that ------amount of Metal as the amount payable in respect of each ETC
Security and the value per ETC Security (the "Value per ETC Security") is
linked to the value of the Metal. In order to back its obligations under the
ETC Securities, the Issuer will seek to hold enough Metal to meet its
obligations under the ETC Securities. The precise amount it holds at any time
may be more or less than the aggregate amount of the Metal Entitlement per ETC
Security to reflect the periodic payment of product fees. The proceeds from
the disposal of the underlying Metal, plus any interest received on the
proceeds of such disposal less any negative interest, net of any deductions,
will equal the amount due under the ETC Securities (subject to certain minimum
amounts owed).
The Metal will be held for the Issuer by JPMorgan Chase Bank, N.A. (or any
successor or replacement) (the "Secured Account Custodian") and will be
generally held on an "allocated" basis. This means that specifically
identifiable physical items of the Metal are allocated to the Issuer and are
segregated from metal held for other clients of the custodian. However, for
operational purposes, small amounts of Metal may be held on an "unallocated"
basis. This means that the Secured Account Custodian maintains an account in
the name of the Issuer which shows them as being entitled to delivery of a
particular amount of the Metal but without specific physical metal having been
identified. Where Metal is held on an "unallocated" basis the right to
delivery is a purely contractual right and, as such, the Issuer is an
unsecured creditor of the custodian and is exposed to the credit risk of the
custodian.
Security
The obligations of the Issuer under the ETC Securities will be secured
pursuant to a security deed governed by the laws of Ireland and a security
deed governed by English law by security interests over the rights of the
Issuer under the agreements entered into by it in respect of the ETC
Securities and any underlying Metal. The assets and property that are the
subject of such security interests are known as "Secured Property" for this
Series. Securityholders will not, by reason of holding such Series, have any
claim against the Secured Property with respect to any other series of ETC
Securities. The security will become enforceable if payment of the redemption
amount in respect of such ETC Securities is not made when due on the Scheduled
Maturity Date or the Scheduled Early Redemption Date (defined below) (if
applicable).
Final Redemption Amount
On the Scheduled Maturity Date, each ETC Security will become due and payable
at an amount (the "Final Redemption Amount") equal to the greater of (i) the
Final Metal Redemption Amount (defined below) plus the Specified Interest
Amount (defined below) and (ii) 10 per cent. of the issue price per ETC
Security as at the series issue date (the "Minimum Debt Principal Amount")
plus the Specified Interest Amount. The "Final Metal Redemption Amount" is
determined by multiplying (i) the Metal Entitlement per ETC Security as at the
Final Redemption Valuation Date (defined below); and (ii) the volume-weighted
average prices per metal unit at which the Metal Agent (defined below) is able
to sell the underlying Metal ("Average Metal Sale Price") during the Final
Redemption Disposal Period (defined below).
The "Final Redemption Disposal Period" is the period which lasts for the
number of days specified in the Final Terms, which shall start from (but
exclude) the date falling four non-disrupted business days following the Final
Redemption Valuation Date.
"Final Redemption Valuation Date" is the date specified in the Final Terms
or, if such day is not a business day, the next following business day.
"Specified Interest Amount" is the amount of interest per ETC Security equal
to that ETC Security's pro rata share of the amount of interest which has
accrued (if any) on the proceeds of realisation of the underlying Metal
deposited into the Series Cash Account (defined below) during or relating to
the relevant redemption disposal period. Whilst interest may accrue at a
positive, zero or negative rate on the Series Cash Account, the Specified
Interest Amount is subject to a minimum of zero and any negative interest
shall instead be deducted from the proceeds of the sale of the underlying
Metal.
Early Redemption Amount
If any of the early redemption events occur, each ETC Security will become due
and payable at an amount (the "Early Redemption Amount") equal to the greater
of (i) the Early Metal Redemption Amount (defined below) plus the Specified
Interest Amount and (ii) the Minimum Debt Principal Amount plus the Specified
Interest Amount.
The "Early Metal Redemption Amount" is determined by multiplying (i) the Metal
Entitlement per ETC Security as at the Early Redemption Valuation Date
(defined below); and (ii) the Average Metal Sale Price during the Early
Redemption Disposal Period (defined below).
The "Early Redemption Disposal Period" is the period which lasts for the
number of days specified in the Final Terms, which shall start from (but
exclude) the date falling four non-disrupted business days following the Early
Redemption Valuation Date.
The "Scheduled Early Redemption Date" is the 8th business day following the
Early Redemption Disposal Period.
The "Early Redemption Valuation Date" is the date of the occurrence of an
early redemption event or the date on which the Trustee gives notice that, due
to the occurrence of an event of default, the ETC Securities shall become due
and payable at their Early Redemption Amount on the Scheduled Early Redemption
Date, or, if such day is not a business day, the next following business day.
There can be no assurance that the Final Redemption Amount or Early Redemption
Amount, as applicable, will be greater than or equal to the amount invested by
any securityholder.
If the Final Metal Redemption Amount or Early Redemption Amount, as
applicable, plus the Specified Interest Amount falls below the Minimum Debt
Principal Amount plus the Specified Interest Amount, then due to the limited
recourse nature of the ETC Securities, securityholders are unlikely to receive
payment of the Final Redemption Amount or Early Redemption Amount, as
applicable, in full and may receive zero.
The Final Redemption Amount or Early Redemption Amount per ETC Security, as
applicable, will be determined by reference to the Average Metal Sale Price of
the underlying Metal held in respect of the ETC Securities sold during the
Final Redemption Disposal Period or Early Redemption Disposal Period, as
applicable, by JPMorgan Chase Bank N.A. (or any successor or replacement) as
"Metal Agent", net of associated deductions and taxes. The Issuer will, on or
prior to the Scheduled Maturity Date or Scheduled Early Redemption Date,
publish the determination of the Final Redemption Amount or Early Redemption
Amount, as applicable, (which shall include publication of the price, volume
and date of each sale of underlying Metal during the relevant redemption
disposal period, including information on any fees, deductions and/or taxes
imposed on such sale, and the determination of the Average Metal Sale Price)
on the website maintained on behalf of the Issuer at www.etf.dws.com (or such
other website notified by the Issuer for the ETC Securities from time to
time).
The Metal Agent will pay the aggregate proceeds of such disposals (converted,
if necessary, into the currency of the ETC Securities) to the cash account for
the Series (the "Series Cash Account") maintained by J.P. Morgan SE as
"Account Bank" as directed by the Programme Administrator (defined below).
Interest
The ETC Securities will not pay periodic interest. On early or final
redemption of the ETC Securities, a Specified Interest Amount may be payable
by the Issuer as part of the Final Redemption Amount or Early Redemption
Amount payable per ETC Security, as the case may be.
Fees
The ETC Securities are subject to a product fee that accrues on a daily basis.
Accrued product fee is paid by a daily reduction in the Metal Entitlement per
ETC Security which, as a result of such reduction, operates as a charge on
securityholders. The Issuer will, using the Metal Agent, periodically realise
Metal equal to such charge and the proceeds will be credited to the Series
Cash Account maintained by the Account Bank in relation to the ETC Securities
and used by the Issuer to pay the product fee to the Programme Administrator
in accordance with the Programme Administrator Agreement, as novated, amended
and restated (the "Programme Administrator Agreement"). Such realisation will
happen on a periodic (typically weekly) basis. The Programme Administrator
Agreement provides that the Programme Administrator will use the product fee
in relation to each Series of ETC Securities to pay on behalf of the Issuer
the costs of the Programme (as set out in the schedule to the Programme
Administrator Agreement) relating to such Series of ETC Securities and the
Issuer more generally.
Events of Default and Early Redemption Events
The ETC Securities may become due and payable prior to their Scheduled
Maturity Date in connection with the occurrence of any of the following
events:
(i) certain legal or regulatory changes occur in
relation to the Issuer and the Issuer gives a notice of redemption;
(ii) any agent in relation to the ETC Securities resigns
or their appointment is terminated and the Issuer gives notice that no
successor or replacement has been appointed within a 60 calendar day period;
(iii) the Value per ETC Security is less than or equal to 20
per cent. of the issue price as at the series issue date for two consecutive
valuation days and the determination agent gives the relevant notice;
(iv) the Issuer will, or there is a substantial likelihood
that it will, be required to make a payment in respect of VAT or be required
to account for VAT in respect of a delivery of Metal from or to an authorised
participant (whether or not such VAT is recoverable);
(v) an Issuer Call Redemption Event occurs (as discussed
further below under "Issuer Call Redemption Event");
(vi) the Issuer becomes entitled to serve a VAT redemption
event notice and the Trustee gives the relevant notice as directed by the
requisite number of securityholders; or
(vii) an event of default occurs under the ETC Securities.
These include certain breaches by the Issuer of its obligations that are not
cured within the applicable cure period and certain insolvency events with
respect to the Issuer.
Issuer Call Redemption Event
The Issuer may elect to redeem the ETC Securities early on giving not less
than 30 calendar days' notice to securityholders (an "Issuer Call Redemption
Event").
Limited Recourse and Ranking
The ETC Securities will rank equally amongst themselves. The rights of
securityholders are limited in recourse to the Secured Property. As such, once
the Secured Property has been realised and the net proceeds distributed, none
of the parties or anyone acting on their behalves may take further steps
against the Issuer or its directors, officers, members or administrator to
recover any further sum and no debt will be owed by the Issuer in respect of
such sum. Any proceeds of the Secured Property will be applied in accordance
with the priorities of payments set out in the terms and conditions and,
therefore, the rights of securityholders will rank in accordance therewith. As
a result of such provisions, the securityholders may not receive in full the
final redemption amount or early redemption amount payable in respect of an
ETC Security.
Withholding Tax
All payments in respect of the ETC Securities shall be made net of and after
allowance for any withholding or deduction for, or on account of, any taxes.
In the event that any withholding or deduction for, or on account of, any
taxes applies to payments in respect of the ETC Securities, securityholders
will be subject to such tax or deduction and shall not be entitled to receive
amounts to compensate for any such tax or deduction. No event of default will
occur as a result of any such withholding or deduction.
Governing Law
The ETC Securities will be governed by the laws of Ireland. There will be two
security deeds relating to the ETC Securities; one will be governed by the
laws of Ireland and the other will be governed by English law.
C.1.4 Rank of the ETC Securities in the Issuer's capital structure upon insolvency
The ETC Securities are secured, limited recourse obligations of the Issuer and
the ETC Securities rank equally amongst themselves. The Issuer's obligations
thereunder are secured over the underlying Metal and over the rights of the
Issuer under the main agreements entered into by it for the ETC Securities.
Such security will become enforceable if payment of the redemption amount is
not made when due or if the Issuer becomes insolvent.
C.1.5 Restrictions on free transferability of the securities
The ETC Securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities law of any state or political sub-division of the United States of
America or any of its territories, possessions or other areas subject to its
jurisdiction including the Commonwealth of Puerto Rico, and the Issuer has not
been and will not be registered under any federal laws of the United States of
America. The ETC Securities include ETC Securities in bearer form that are
subject to U.S. tax law requirements. No person has registered nor will
register as a commodity pool operator of the Issuer under the Commodity
Exchange Act of 1936, as amended (the "CEA") and the rules thereunder (the
"CFTC Rules") of the Commodity Futures Trading Commission (the "CFTC"). Any
offer or sale of the ETC Securities must be made in an offshore transaction
exempt from the registration requirements of the Securities Act pursuant to
Regulation S thereunder ("Regulation S"). The ETC Securities may not at any
time be offered, sold or otherwise transferred in the United States or to, or
for the account or benefit of, persons who are either (a) U.S. persons as
defined in Regulation S or (b) persons who do not come within the definition
of a non-United States person under CFTC Rule 4.7 (excluding for the purposes
of subsection (d) thereof, the exception to the extent it would apply to
persons who are not non-United States persons).
C.2 Where will the ETC Securities be traded?
Application has been made for the ETC Securities to be admitted to the
Frankfurt Stock Exchange, Borsa Italiana and the London Stock Exchange plc and
for the ETC Securities to be admitted to trading on the regulated markets
and/or other main market(s) thereof with effect from or around the series
issue date.
C.3 What are the key risks that are specific to the ETC Securities?
· The amount payable in respect of the ETC Securities is linked to
the performance of the underlying Metal. Prices of precious metals are
generally more volatile than prices in other asset classes. If the value of
such underlying Metal falls that will reduce amounts payable in respect of the
ETC Securities.
· The Value per ETC Security, secondary market price and the
redemption amount of ETC Securities will primarily be affected by the
performance and level of the underlying Metal, rate movements, market
perception, the creditworthiness of the Metal Agent, the Secured Account
Custodian, the subscription account custodian and any applicable sub-custodian
and liquidity in the ETC Securities.
· The securityholders and other transaction parties will have
recourse only to the Secured Property in respect of the ETC Securities and not
to any other assets of the Issuer. If, following realisation in full of the
Secured Property relating to the ETC Securities, any outstanding claim remains
unpaid, then such claim will be extinguished and no debt will be owed by the
Issuer in respect thereof.
· The Metal Entitlement per ETC Security is subject to the
deduction of the product fee.
· The Minimum Debt Principal Amount plus the Specified Interest
Amount (if any) operates as a minimum repayment amount on the early or final
redemption of the ETC Securities. However, in the event that the Metal
Entitlement per ETC Security is insufficient to fund the Minimum Debt
Principal Amount payable in respect of each ETC Security to all
securityholders on such early or final redemption, such securityholders may
not receive payment of the Minimum Debt Principal Amount in full and may
receive substantially less.
· The Issuer and securityholders are exposed to the credit risk of
the Metal Agent, the Programme Administrator (defined below), the Secured
Account Custodian, the subscription account custodian, the Account Bank, and
any sub-custodian and the authorised participants.
· Any disruption to a price source or relevant association may
affect the Value per ETC Security and the Metal Entitlement per ETC Security.
· Certain events may lead to an early redemption of the ETC
Securities.
· ETC Securities may have a long term and the only means through
which an investor can realise value from an ETC Security prior to its
Scheduled Maturity Date is to sell it at its then market price in a secondary
market transaction. While each authorised participant may make a market for
the ETC Securities, no authorised participant is obliged to make a market for
any series of ETC Securities and an authorised participant may discontinue
making a market at any time. Furthermore, any market in ETC Securities may not
be liquid and the secondary market price (if any) for ETC Securities may be
substantially less than the price paid by the investor.
· With respect to any redemption disposal period, if the proceeds
from the realisation of the underlying Metal would cause the balance standing
to the Series Cash Account to exceed the maximum amount that can be held
during the period between December and January of each calendar year (such
amount and such period to be agreed from time to time between the Issuer, the
Programme Administrator and the Account Bank (the "Year-End Period")), then
the Programme Administrator may postpone the redemption date until after the
Year-End Period, during which time the Metal Agent will not deposit such
proceeds into the Series Cash Account and interest equal to the Specified
Interest Amount will not accrue on such proceeds for so long as they are not
deposited into the Series Cash Account.
D. KEY INFORMATION ON THE ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Upon initial issue, the ETC Securities are being made available by the Issuer
for subscription only to entities (the "Authorised Participants") allowed to
buy and sell ETC Securities directly from and to the Issuer pursuant an
authorised participant agreement with the Issuer. Authorised Participants will
pay for any such subscriptions by delivering Metal equal to the Metal
Entitlement per ETC Security of the ETC Securities being subscribed.
Authorised Participants may also act as market makers, i.e. they buy and sell
ETC Securities from and to investors on an over-the-counter basis or via a
stock exchange. However, not all market makers need to be Authorised
Participants.
Any offer or sale of ETC Securities to an investor by an Authorised
Participant or other distributor or broker authorised to use the Base
Prospectus (each, an "Authorised Offeror") will be made in accordance with any
terms and other arrangements in place between such Authorised Offeror and such
investor including as to price, allocations and settlement arrangements. It
will be the responsibility of the applicable financial intermediary at the
time of such offer to provide the investor with that information and neither
the Issuer nor any other person has any responsibility or liability for such
information.
D.2 Why has the prospectus been produced?
D.2.1 Reason for the offer and use of proceeds
The ETC securities are designed to provide investors with exposure to the
underlying Metal without having to take physical delivery of the Metal.
The net proceeds from the issue of this tranche of ETC Securities will be an
amount of unallocated Metal which, in accordance with the custody agreement
for secured accounts will, to the extent possible, be allocated to physical
metal bars or other metal shapes and be held in the secured allocated account.
Any remaining Metal shall be held in the secured unallocated account. Such
underlying Metal shall be used to meet the Issuer's obligations under the ETC
Securities.
D.2.2 Material conflicts of interest pertaining to the offer or admission to trading
As at the date of the Base Prospectus, DWS Investments UK Limited is the
Programme Administrator (the "Programme Administrator"). However, in
connection with ongoing or future restructuring and/or reorganisations within
the DWS Group, it is possible that some of the roles currently performed by
DWS Investments UK Limited may be novated, delegated or otherwise transferred
to a different entity within the DWS Group without the prior written consent
of Securityholders or the Trustee, provided that it is legally permitted to
make such novation, delegation or transfer. DWS Investments UK Limited acting
through any of its branches or Affiliates may also be an Authorised
Participant in relation to a Series of ETC Securities. DWS Investments UK
Limited and its affiliates have been, or may be, appointed to act as a
distributing entity in respect of the ETC Securities.
DWS Investments UK Limited, the Programme Administrator, has certain
discretions to adjust the levels of the Base Fee Percentage and the FX Hedging
Fee Percentage (and, therefore, the Product Fee Percentage and the Product
Fee) in relation to each Series of ETC Securities. The remuneration of the
Programme Administrator is included in the Product Fee in relation to each
Series of ETC Securities and depends on the amount of the Product Fees and
their sufficiency to cover the costs of the Programme.
A DWS entity and/or its Affiliates may engage in trading and market-making
activities and may hold long or short positions in any Metal, other
instruments or derivative products based on or related to the Metal, Metal for
their proprietary accounts or for other accounts under their management. DWS
entities may also issue securities or enter into financial instruments in
relation to any Metal. To the extent that any DWS entity, directly or through
its Affiliates, serves as issuer, agent, manager, sponsor or underwriter of
such securities or other instruments, its interests with respect to such
products may be adverse to those of the Securityholders. Such activities may
have an adverse effect on the Value per ETC Security of the ETC Securities
and/or the value of the Underlying Metal relating to the ETC Securities.
As at 30 September 2023:
Total assets (in USD) 4,079,212,065
Total equity (in USD) 35,611
Total current liabilities (in USD) 4,079,176,454
Total equity and liabilities (in USD) 4,079,212,065
B.3
What are the key risks that are specific to the Issuer?
The Issuer is a special purpose vehicle with no assets other than its paid-up
share capital, and the assets on which the ETC Securities are secured.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the ETC Securities?
C.1.1
Type, class and ISIN
Commodity-linked securities. ISIN Code: DE000A2T0VU5
C.1.2
Currency, denomination, par value, number of securities issued and duration
The ETC Securities are denominated in U.S. dollars. The ETC Securities are in
bearer global form. The scheduled maturity date (the "Scheduled Maturity
Date") of the ETC Securities is 23 April 2080. As at the issue date of the
above tranche of ETC Securities, there will be 124,886,332 ETC Securities of
the Series in issue. The ETC Securities do not have a denomination but are
treated by the Issuer as having a denomination of less than €100,000.
C.1.3
Rights attached to the ETC Securities
Overview
The ETC Securities are designed to provide investors with exposure to a metal
without having to take physical delivery of the metal. The underlying "Metal"
for the ETC Securities is: gold.
Each ETC Security relates to a specific amount in weight of Metal, specified
in the Final Terms, known as the "Metal Entitlement per ETC Security".
On any particular day, the ETC Security can be viewed as giving an exposure to
that ------amount of Metal as the amount payable in respect of each ETC
Security and the value per ETC Security (the "Value per ETC Security") is
linked to the value of the Metal. In order to back its obligations under the
ETC Securities, the Issuer will seek to hold enough Metal to meet its
obligations under the ETC Securities. The precise amount it holds at any time
may be more or less than the aggregate amount of the Metal Entitlement per ETC
Security to reflect the periodic payment of product fees. The proceeds from
the disposal of the underlying Metal, plus any interest received on the
proceeds of such disposal less any negative interest, net of any deductions,
will equal the amount due under the ETC Securities (subject to certain minimum
amounts owed).
The Metal will be held for the Issuer by JPMorgan Chase Bank, N.A. (or any
successor or replacement) (the "Secured Account Custodian") and will be
generally held on an "allocated" basis. This means that specifically
identifiable physical items of the Metal are allocated to the Issuer and are
segregated from metal held for other clients of the custodian. However, for
operational purposes, small amounts of Metal may be held on an "unallocated"
basis. This means that the Secured Account Custodian maintains an account in
the name of the Issuer which shows them as being entitled to delivery of a
particular amount of the Metal but without specific physical metal having been
identified. Where Metal is held on an "unallocated" basis the right to
delivery is a purely contractual right and, as such, the Issuer is an
unsecured creditor of the custodian and is exposed to the credit risk of the
custodian.
Security
The obligations of the Issuer under the ETC Securities will be secured
pursuant to a security deed governed by the laws of Ireland and a security
deed governed by English law by security interests over the rights of the
Issuer under the agreements entered into by it in respect of the ETC
Securities and any underlying Metal. The assets and property that are the
subject of such security interests are known as "Secured Property" for this
Series. Securityholders will not, by reason of holding such Series, have any
claim against the Secured Property with respect to any other series of ETC
Securities. The security will become enforceable if payment of the redemption
amount in respect of such ETC Securities is not made when due on the Scheduled
Maturity Date or the Scheduled Early Redemption Date (defined below) (if
applicable).
Final Redemption Amount
On the Scheduled Maturity Date, each ETC Security will become due and payable
at an amount (the "Final Redemption Amount") equal to the greater of (i) the
Final Metal Redemption Amount (defined below) plus the Specified Interest
Amount (defined below) and (ii) 10 per cent. of the issue price per ETC
Security as at the series issue date (the "Minimum Debt Principal Amount")
plus the Specified Interest Amount. The "Final Metal Redemption Amount" is
determined by multiplying (i) the Metal Entitlement per ETC Security as at the
Final Redemption Valuation Date (defined below); and (ii) the volume-weighted
average prices per metal unit at which the Metal Agent (defined below) is able
to sell the underlying Metal ("Average Metal Sale Price") during the Final
Redemption Disposal Period (defined below).
The "Final Redemption Disposal Period" is the period which lasts for the
number of days specified in the Final Terms, which shall start from (but
exclude) the date falling four non-disrupted business days following the Final
Redemption Valuation Date.
"Final Redemption Valuation Date" is the date specified in the Final Terms
or, if such day is not a business day, the next following business day.
"Specified Interest Amount" is the amount of interest per ETC Security equal
to that ETC Security's pro rata share of the amount of interest which has
accrued (if any) on the proceeds of realisation of the underlying Metal
deposited into the Series Cash Account (defined below) during or relating to
the relevant redemption disposal period. Whilst interest may accrue at a
positive, zero or negative rate on the Series Cash Account, the Specified
Interest Amount is subject to a minimum of zero and any negative interest
shall instead be deducted from the proceeds of the sale of the underlying
Metal.
Early Redemption Amount
If any of the early redemption events occur, each ETC Security will become due
and payable at an amount (the "Early Redemption Amount") equal to the greater
of (i) the Early Metal Redemption Amount (defined below) plus the Specified
Interest Amount and (ii) the Minimum Debt Principal Amount plus the Specified
Interest Amount.
The "Early Metal Redemption Amount" is determined by multiplying (i) the Metal
Entitlement per ETC Security as at the Early Redemption Valuation Date
(defined below); and (ii) the Average Metal Sale Price during the Early
Redemption Disposal Period (defined below).
The "Early Redemption Disposal Period" is the period which lasts for the
number of days specified in the Final Terms, which shall start from (but
exclude) the date falling four non-disrupted business days following the Early
Redemption Valuation Date.
The "Scheduled Early Redemption Date" is the 8th business day following the
Early Redemption Disposal Period.
The "Early Redemption Valuation Date" is the date of the occurrence of an
early redemption event or the date on which the Trustee gives notice that, due
to the occurrence of an event of default, the ETC Securities shall become due
and payable at their Early Redemption Amount on the Scheduled Early Redemption
Date, or, if such day is not a business day, the next following business day.
There can be no assurance that the Final Redemption Amount or Early Redemption
Amount, as applicable, will be greater than or equal to the amount invested by
any securityholder.
If the Final Metal Redemption Amount or Early Redemption Amount, as
applicable, plus the Specified Interest Amount falls below the Minimum Debt
Principal Amount plus the Specified Interest Amount, then due to the limited
recourse nature of the ETC Securities, securityholders are unlikely to receive
payment of the Final Redemption Amount or Early Redemption Amount, as
applicable, in full and may receive zero.
The Final Redemption Amount or Early Redemption Amount per ETC Security, as
applicable, will be determined by reference to the Average Metal Sale Price of
the underlying Metal held in respect of the ETC Securities sold during the
Final Redemption Disposal Period or Early Redemption Disposal Period, as
applicable, by JPMorgan Chase Bank N.A. (or any successor or replacement) as
"Metal Agent", net of associated deductions and taxes. The Issuer will, on or
prior to the Scheduled Maturity Date or Scheduled Early Redemption Date,
publish the determination of the Final Redemption Amount or Early Redemption
Amount, as applicable, (which shall include publication of the price, volume
and date of each sale of underlying Metal during the relevant redemption
disposal period, including information on any fees, deductions and/or taxes
imposed on such sale, and the determination of the Average Metal Sale Price)
on the website maintained on behalf of the Issuer at www.etf.dws.com (or such
other website notified by the Issuer for the ETC Securities from time to
time).
The Metal Agent will pay the aggregate proceeds of such disposals (converted,
if necessary, into the currency of the ETC Securities) to the cash account for
the Series (the "Series Cash Account") maintained by J.P. Morgan SE as
"Account Bank" as directed by the Programme Administrator (defined below).
Interest
The ETC Securities will not pay periodic interest. On early or final
redemption of the ETC Securities, a Specified Interest Amount may be payable
by the Issuer as part of the Final Redemption Amount or Early Redemption
Amount payable per ETC Security, as the case may be.
Fees
The ETC Securities are subject to a product fee that accrues on a daily basis.
Accrued product fee is paid by a daily reduction in the Metal Entitlement per
ETC Security which, as a result of such reduction, operates as a charge on
securityholders. The Issuer will, using the Metal Agent, periodically realise
Metal equal to such charge and the proceeds will be credited to the Series
Cash Account maintained by the Account Bank in relation to the ETC Securities
and used by the Issuer to pay the product fee to the Programme Administrator
in accordance with the Programme Administrator Agreement, as novated, amended
and restated (the "Programme Administrator Agreement"). Such realisation will
happen on a periodic (typically weekly) basis. The Programme Administrator
Agreement provides that the Programme Administrator will use the product fee
in relation to each Series of ETC Securities to pay on behalf of the Issuer
the costs of the Programme (as set out in the schedule to the Programme
Administrator Agreement) relating to such Series of ETC Securities and the
Issuer more generally.
Events of Default and Early Redemption Events
The ETC Securities may become due and payable prior to their Scheduled
Maturity Date in connection with the occurrence of any of the following
events:
(i) certain legal or regulatory changes occur in
relation to the Issuer and the Issuer gives a notice of redemption;
(ii) any agent in relation to the ETC Securities resigns
or their appointment is terminated and the Issuer gives notice that no
successor or replacement has been appointed within a 60 calendar day period;
(iii) the Value per ETC Security is less than or equal to 20
per cent. of the issue price as at the series issue date for two consecutive
valuation days and the determination agent gives the relevant notice;
(iv) the Issuer will, or there is a substantial likelihood
that it will, be required to make a payment in respect of VAT or be required
to account for VAT in respect of a delivery of Metal from or to an authorised
participant (whether or not such VAT is recoverable);
(v) an Issuer Call Redemption Event occurs (as discussed
further below under "Issuer Call Redemption Event");
(vi) the Issuer becomes entitled to serve a VAT redemption
event notice and the Trustee gives the relevant notice as directed by the
requisite number of securityholders; or
(vii) an event of default occurs under the ETC Securities.
These include certain breaches by the Issuer of its obligations that are not
cured within the applicable cure period and certain insolvency events with
respect to the Issuer.
Issuer Call Redemption Event
The Issuer may elect to redeem the ETC Securities early on giving not less
than 30 calendar days' notice to securityholders (an "Issuer Call Redemption
Event").
Limited Recourse and Ranking
The ETC Securities will rank equally amongst themselves. The rights of
securityholders are limited in recourse to the Secured Property. As such, once
the Secured Property has been realised and the net proceeds distributed, none
of the parties or anyone acting on their behalves may take further steps
against the Issuer or its directors, officers, members or administrator to
recover any further sum and no debt will be owed by the Issuer in respect of
such sum. Any proceeds of the Secured Property will be applied in accordance
with the priorities of payments set out in the terms and conditions and,
therefore, the rights of securityholders will rank in accordance therewith. As
a result of such provisions, the securityholders may not receive in full the
final redemption amount or early redemption amount payable in respect of an
ETC Security.
Withholding Tax
All payments in respect of the ETC Securities shall be made net of and after
allowance for any withholding or deduction for, or on account of, any taxes.
In the event that any withholding or deduction for, or on account of, any
taxes applies to payments in respect of the ETC Securities, securityholders
will be subject to such tax or deduction and shall not be entitled to receive
amounts to compensate for any such tax or deduction. No event of default will
occur as a result of any such withholding or deduction.
Governing Law
The ETC Securities will be governed by the laws of Ireland. There will be two
security deeds relating to the ETC Securities; one will be governed by the
laws of Ireland and the other will be governed by English law.
C.1.4
Rank of the ETC Securities in the Issuer's capital structure upon insolvency
The ETC Securities are secured, limited recourse obligations of the Issuer and
the ETC Securities rank equally amongst themselves. The Issuer's obligations
thereunder are secured over the underlying Metal and over the rights of the
Issuer under the main agreements entered into by it for the ETC Securities.
Such security will become enforceable if payment of the redemption amount is
not made when due or if the Issuer becomes insolvent.
C.1.5
Restrictions on free transferability of the securities
The ETC Securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities law of any state or political sub-division of the United States of
America or any of its territories, possessions or other areas subject to its
jurisdiction including the Commonwealth of Puerto Rico, and the Issuer has not
been and will not be registered under any federal laws of the United States of
America. The ETC Securities include ETC Securities in bearer form that are
subject to U.S. tax law requirements. No person has registered nor will
register as a commodity pool operator of the Issuer under the Commodity
Exchange Act of 1936, as amended (the "CEA") and the rules thereunder (the
"CFTC Rules") of the Commodity Futures Trading Commission (the "CFTC"). Any
offer or sale of the ETC Securities must be made in an offshore transaction
exempt from the registration requirements of the Securities Act pursuant to
Regulation S thereunder ("Regulation S"). The ETC Securities may not at any
time be offered, sold or otherwise transferred in the United States or to, or
for the account or benefit of, persons who are either (a) U.S. persons as
defined in Regulation S or (b) persons who do not come within the definition
of a non-United States person under CFTC Rule 4.7 (excluding for the purposes
of subsection (d) thereof, the exception to the extent it would apply to
persons who are not non-United States persons).
C.2
Where will the ETC Securities be traded?
Application has been made for the ETC Securities to be admitted to the
Frankfurt Stock Exchange, Borsa Italiana and the London Stock Exchange plc and
for the ETC Securities to be admitted to trading on the regulated markets
and/or other main market(s) thereof with effect from or around the series
issue date.
C.3
What are the key risks that are specific to the ETC Securities?
· The amount payable in respect of the ETC Securities is linked to
the performance of the underlying Metal. Prices of precious metals are
generally more volatile than prices in other asset classes. If the value of
such underlying Metal falls that will reduce amounts payable in respect of the
ETC Securities.
· The Value per ETC Security, secondary market price and the
redemption amount of ETC Securities will primarily be affected by the
performance and level of the underlying Metal, rate movements, market
perception, the creditworthiness of the Metal Agent, the Secured Account
Custodian, the subscription account custodian and any applicable sub-custodian
and liquidity in the ETC Securities.
· The securityholders and other transaction parties will have
recourse only to the Secured Property in respect of the ETC Securities and not
to any other assets of the Issuer. If, following realisation in full of the
Secured Property relating to the ETC Securities, any outstanding claim remains
unpaid, then such claim will be extinguished and no debt will be owed by the
Issuer in respect thereof.
· The Metal Entitlement per ETC Security is subject to the
deduction of the product fee.
· The Minimum Debt Principal Amount plus the Specified Interest
Amount (if any) operates as a minimum repayment amount on the early or final
redemption of the ETC Securities. However, in the event that the Metal
Entitlement per ETC Security is insufficient to fund the Minimum Debt
Principal Amount payable in respect of each ETC Security to all
securityholders on such early or final redemption, such securityholders may
not receive payment of the Minimum Debt Principal Amount in full and may
receive substantially less.
· The Issuer and securityholders are exposed to the credit risk of
the Metal Agent, the Programme Administrator (defined below), the Secured
Account Custodian, the subscription account custodian, the Account Bank, and
any sub-custodian and the authorised participants.
· Any disruption to a price source or relevant association may
affect the Value per ETC Security and the Metal Entitlement per ETC Security.
· Certain events may lead to an early redemption of the ETC
Securities.
· ETC Securities may have a long term and the only means through
which an investor can realise value from an ETC Security prior to its
Scheduled Maturity Date is to sell it at its then market price in a secondary
market transaction. While each authorised participant may make a market for
the ETC Securities, no authorised participant is obliged to make a market for
any series of ETC Securities and an authorised participant may discontinue
making a market at any time. Furthermore, any market in ETC Securities may not
be liquid and the secondary market price (if any) for ETC Securities may be
substantially less than the price paid by the investor.
· With respect to any redemption disposal period, if the proceeds
from the realisation of the underlying Metal would cause the balance standing
to the Series Cash Account to exceed the maximum amount that can be held
during the period between December and January of each calendar year (such
amount and such period to be agreed from time to time between the Issuer, the
Programme Administrator and the Account Bank (the "Year-End Period")), then
the Programme Administrator may postpone the redemption date until after the
Year-End Period, during which time the Metal Agent will not deposit such
proceeds into the Series Cash Account and interest equal to the Specified
Interest Amount will not accrue on such proceeds for so long as they are not
deposited into the Series Cash Account.
D. KEY INFORMATION ON THE ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Upon initial issue, the ETC Securities are being made available by the Issuer
for subscription only to entities (the "Authorised Participants") allowed to
buy and sell ETC Securities directly from and to the Issuer pursuant an
authorised participant agreement with the Issuer. Authorised Participants will
pay for any such subscriptions by delivering Metal equal to the Metal
Entitlement per ETC Security of the ETC Securities being subscribed.
Authorised Participants may also act as market makers, i.e. they buy and sell
ETC Securities from and to investors on an over-the-counter basis or via a
stock exchange. However, not all market makers need to be Authorised
Participants.
Any offer or sale of ETC Securities to an investor by an Authorised
Participant or other distributor or broker authorised to use the Base
Prospectus (each, an "Authorised Offeror") will be made in accordance with any
terms and other arrangements in place between such Authorised Offeror and such
investor including as to price, allocations and settlement arrangements. It
will be the responsibility of the applicable financial intermediary at the
time of such offer to provide the investor with that information and neither
the Issuer nor any other person has any responsibility or liability for such
information.
D.2
Why has the prospectus been produced?
D.2.1
Reason for the offer and use of proceeds
The ETC securities are designed to provide investors with exposure to the
underlying Metal without having to take physical delivery of the Metal.
The net proceeds from the issue of this tranche of ETC Securities will be an
amount of unallocated Metal which, in accordance with the custody agreement
for secured accounts will, to the extent possible, be allocated to physical
metal bars or other metal shapes and be held in the secured allocated account.
Any remaining Metal shall be held in the secured unallocated account. Such
underlying Metal shall be used to meet the Issuer's obligations under the ETC
Securities.
D.2.2
Material conflicts of interest pertaining to the offer or admission to trading
As at the date of the Base Prospectus, DWS Investments UK Limited is the
Programme Administrator (the "Programme Administrator"). However, in
connection with ongoing or future restructuring and/or reorganisations within
the DWS Group, it is possible that some of the roles currently performed by
DWS Investments UK Limited may be novated, delegated or otherwise transferred
to a different entity within the DWS Group without the prior written consent
of Securityholders or the Trustee, provided that it is legally permitted to
make such novation, delegation or transfer. DWS Investments UK Limited acting
through any of its branches or Affiliates may also be an Authorised
Participant in relation to a Series of ETC Securities. DWS Investments UK
Limited and its affiliates have been, or may be, appointed to act as a
distributing entity in respect of the ETC Securities.
DWS Investments UK Limited, the Programme Administrator, has certain
discretions to adjust the levels of the Base Fee Percentage and the FX Hedging
Fee Percentage (and, therefore, the Product Fee Percentage and the Product
Fee) in relation to each Series of ETC Securities. The remuneration of the
Programme Administrator is included in the Product Fee in relation to each
Series of ETC Securities and depends on the amount of the Product Fees and
their sufficiency to cover the costs of the Programme.
A DWS entity and/or its Affiliates may engage in trading and market-making
activities and may hold long or short positions in any Metal, other
instruments or derivative products based on or related to the Metal, Metal for
their proprietary accounts or for other accounts under their management. DWS
entities may also issue securities or enter into financial instruments in
relation to any Metal. To the extent that any DWS entity, directly or through
its Affiliates, serves as issuer, agent, manager, sponsor or underwriter of
such securities or other instruments, its interests with respect to such
products may be adverse to those of the Securityholders. Such activities may
have an adverse effect on the Value per ETC Security of the ETC Securities
and/or the value of the Underlying Metal relating to the ETC Securities.
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