REG - iShares Physical - Final Terms
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RNS Number : 5721U iShares Physical Metals Plc 26 February 2026
FORM OF FINAL TERMS
Final Terms dated 27 February 2026
iSHARES PHYSICAL METALS PLC
Issue of 50000 Securities of iShares Physical Gold EUR Hedged ETC
being the Tranche Number 159 of iShares Physical Gold EUR Hedged ETC issued
under its Secured Precious Metal Linked Securities Programme (the
"Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
1 Issuer: iShares Physical Metals
plc
2 (i) Series: iShares Physical Gold EUR Hedged ETC
(ii) Tranche Number: 159
3 Series Currency: EUR
4 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final 5586669
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 5636669
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms 50000
relate:
5 Issue Price: 91.200132
6 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.020705391
7 (i) Issue Date of this Tranche of Securities: 27 February 2026
(ii) Date on which Board approval for issuance of Securities obtained: 12 May 2025
8 Maturity Date: Open Ended
9 Coupon: N/A
TRANSACTION PARTIES
10 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
11 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
12 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
13 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
14 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to 0.25% per annum
which these Final Terms relate):
15 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
16 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
17 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in Austria,
Denmark, Finland, France, Germany, Luxembourg, the Netherlands, Norway, Spain
and Sweden and any other Member State where this Base Prospectus (and any
supplements) have been notified to the competent authority in that Member
State and published in accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.020705391
7
(i) Issue Date of this Tranche of Securities:
27 February 2026
(ii) Date on which Board approval for issuance of Securities obtained:
12 May 2025
8
Maturity Date:
Open Ended
9
Coupon:
N/A
TRANSACTION PARTIES
10
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
11
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
12
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
13
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
14
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
0.25% per annum
15
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
16
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
17
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in Austria,
Denmark, Finland, France, Germany, Luxembourg, the Netherlands, Norway, Spain
and Sweden and any other Member State where this Base Prospectus (and any
supplements) have been notified to the competent authority in that Member
State and published in accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
1 LISTING
(i) Listing and admission to trading: Application has been made for the Securities to be admitted to listing on
Xetra and admitted to the official list of the Frankfurt Stock Exchange.
The earliest date on which the Securities will be admitted to trading on
Xetra/the Frankfurt Stock Exchange will be 7 July 2022.
Application may be made for the Securities to be listed on additional Stock
Exchanges and admitted to trading on additional markets from time to time.
As at the date of these Final Terms, Securities of this Series have been
admitted to trading on Xetra and the Frankfurt Stock Exchange.
(ii) Relevant Stock Exchange(s): Frankfurt Stock Exchange
2 NOTIFICATION
The Central Bank has provided the Finanzmarktaufsicht (Austria),
Finanstilsynet (Denmark), Finanssivalvonta (Finland), Autorité des Marchés
Financiers (France), Bundesanstalt für Finanzdienstleistungsaufsicht
(Germany), Commission de la Surveillance du Secteur Financier (Luxembourg),
Autoriteit Financiële Markten (the Netherlands), Finanstilsynet (Norway),
Comissâo do Mercado de Valores Mobiliários (Portugal), Comisión Nacional
del Mercado de Valores (Spain), Finansinspektionen (Sweden) with a certificate
of approval attesting that this Base Prospectus has been drawn up in
accordance with the Prospectus Regulation.
3 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 Securities has an interest material to
the offer.
4 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
5 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
6 OPERATIONAL INFORMATION
ISIN: IE0009JOT9U1
SEDOL: BP8Z3N5
WKN (if applicable): A3GX4G
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
7 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche 159 of Series iShares Physical Gold EUR Hedged ETC Securities due 27
February 2026 issued under the Issuer's Secured Precious Metal Linked
Securities Programme. ISIN Code: IE0009JOT9U1.
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is
IE0009JOT9U1.
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 5636669 Securities of the
Series in issue. The Securities do not have a denomination but are treated by
the Issuer as having a denomination of EUR€3.00.
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is gold. Each Security will
have a metal entitlement expressed as an amount in weight of the Metal. No
payments will be due to securityholders during the life of the Securities,
other than on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to 0.02 fine troy ounces.
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(a) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(b) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(a) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(b) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(c) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(a) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(b) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(a) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(b) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(c) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(d) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(e) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(f) sixthly, in payment or delivery of any early redemption amount
(after taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(g) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
The Securities have been admitted to trading on the Xetra market of the
Frankfurt Stock Exchange.
The Securities may also be admitted to trading on the regulated market of the
Borsa Italiana at some point in the future.
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The currency hedge typically involves the notional forward sale of US dollars
and purchase of the relevant Series Currency and is designed to reduce the
exposure of the Metal (and, therefore, the Securities) to exchange rate
fluctuations between such currencies. However, there may be a cost for
entering into such hedges and such hedges may not fully eliminate exchange
rate risks or fluctuations and, depending on movements in exchange rates, such
currency hedging might have a negative impact on the value of the Securities
In circumstances where the Issuer has entered into a metal trade in connection
with a currency hedging gain, any failure by the relevant trading counterparty
to deliver the required amount of Metal may result in the early redemption of
the Securities and may also result in the Issuer not being able to pay the
early redemption amount in full. Therefore, Securityholders are exposed to the
creditworthiness of any such trading counterparty
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being 0.25% per annum is applied to
the metal entitlement on a daily basis to determine a daily deduction of an
amount of Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal and to reduce the exposure of the Securities to exchange
rate fluctuations between the Series Currency and the Metal Currency. The net
proceeds from the issue of the Series will be an amount of allocated Metal
which will be held in allocated accounts in respect of the Series. Such
underlying Metal shall be used to meet the Issuer's obligations under the
Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is
IE0009JOT9U1.
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 5636669 Securities of the
Series in issue. The Securities do not have a denomination but are treated by
the Issuer as having a denomination of EUR€3.00.
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is gold. Each Security will
have a metal entitlement expressed as an amount in weight of the Metal. No
payments will be due to securityholders during the life of the Securities,
other than on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to 0.02 fine troy ounces.
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(a) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(b) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(a) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(b) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(c) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(a) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(b) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(a) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(b) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(c) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(d) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(e) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(f) sixthly, in payment or delivery of any early redemption amount
(after taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(g) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
The Securities have been admitted to trading on the Xetra market of the
Frankfurt Stock Exchange.
The Securities may also be admitted to trading on the regulated market of the
Borsa Italiana at some point in the future.
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The currency hedge typically involves the notional forward sale of US dollars
and purchase of the relevant Series Currency and is designed to reduce the
exposure of the Metal (and, therefore, the Securities) to exchange rate
fluctuations between such currencies. However, there may be a cost for
entering into such hedges and such hedges may not fully eliminate exchange
rate risks or fluctuations and, depending on movements in exchange rates, such
currency hedging might have a negative impact on the value of the Securities
In circumstances where the Issuer has entered into a metal trade in connection
with a currency hedging gain, any failure by the relevant trading counterparty
to deliver the required amount of Metal may result in the early redemption of
the Securities and may also result in the Issuer not being able to pay the
early redemption amount in full. Therefore, Securityholders are exposed to the
creditworthiness of any such trading counterparty
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being 0.25% per annum is applied to
the metal entitlement on a daily basis to determine a daily deduction of an
amount of Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal and to reduce the exposure of the Securities to exchange
rate fluctuations between the Series Currency and the Metal Currency. The net
proceeds from the issue of the Series will be an amount of allocated Metal
which will be held in allocated accounts in respect of the Series. Such
underlying Metal shall be used to meet the Issuer's obligations under the
Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated 27 February 2026
iSHARES PHYSICAL METALS PLC
Issue of 85000 Securities of iShares Physical Gold ETC
being the Tranche Number 2451 of iShares Physical Gold ETC issued under its
Secured Precious Metal Linked Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
18 Issuer: iShares Physical Metals
plc
19 (i) Series: iShares Physical Gold ETC
(ii) Tranche Number: 2451
20 Series Currency: USD
21 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final 414741577
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 414826577
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms 85000
relate:
22 Issue Price: 100.753674
23 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.019407258
24 (iii) Issue Date of this Tranche of Securities: 27 February 2026
(iv) Date on which Board approval for issuance of Securities obtained: 12 May 2025
25 Maturity Date: Open Ended
26 Coupon: N/A
TRANSACTION PARTIES
27 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
28 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
29 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
30 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
31 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to 0.12% per annum
which these Final Terms relate):
32 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
33 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
34 Non-exempt Offer An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in Austria,
Belgium, Denmark, Finland, France, Germany, Italy, Luxembourg, the
Netherlands, Norway, Spain and Sweden and any other Member State where this
Base Prospectus (and any supplements) have been notified to the competent
authority in that Member State and published in accordance with the Prospectus
Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.019407258
24
(iii) Issue Date of this Tranche of Securities:
27 February 2026
(iv) Date on which Board approval for issuance of Securities obtained:
12 May 2025
25
Maturity Date:
Open Ended
26
Coupon:
N/A
TRANSACTION PARTIES
27
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
28
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
29
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
30
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
31
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
0.12% per annum
32
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
33
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
34
Non-exempt Offer
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in Austria,
Belgium, Denmark, Finland, France, Germany, Italy, Luxembourg, the
Netherlands, Norway, Spain and Sweden and any other Member State where this
Base Prospectus (and any supplements) have been notified to the competent
authority in that Member State and published in accordance with the Prospectus
Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
8 LISTING
(v) Listing and admission to trading: Application has been made for the Securities to be admitted to the official
list of the United Kingdom Financial Conduct Authority and for the Securities
to be admitted to trading on the regulated market of the London Stock
Exchange.
Application has also been made for the Securities to be admitted to listing on
the Deutsche Börse and admitted to the official list of the Frankfurt Stock
Exchange and the official list of the Borsa Italiana and for the Securities to
be admitted to trading on the regulated market thereof.
As at the date of these Final Terms, Securities of this Series have been
admitted to trading on the London Stock Exchange and the Deutsche Börse and
the Frankfurt Stock Exchange and the Borsa Italiana.
(vi) Relevant Stock Exchange(s): London Stock Exchange; Frankfurt Stock Exchange; Borsa Italiana
9 NOTIFICATION
The Central Bank has provided the Finanzmarktaufsicht (Austria), the Financial
Services and Market Authority (Belgium), Finanstilsynet (Denmark),
Finanssivalvonta (Finland), Autorité des Marchés Financiers (France),
Bundesanstalt für Finanzdienstleistungsaufsicht (Germany), Commissione
Nazionale per le Societa e la Borsa (Italy), Commission de la Surveillance du
Secteur Financier (Luxembourg), Autoriteit Financiële Markten (the
Netherlands), Finanstilsynet (Norway), Comissâo do Mercado de Valores
Mobiliários (Portugal), Comisión Nacional del Mercado de Valores (Spain),
Finansinspektionen (Sweden) with a certificate of approval attesting that this
Base Prospectus has been drawn up in accordance with the Prospectus
Regulation.
10 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 Securities has an interest material to
the offer.
11 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
12 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
13 OPERATIONAL INFORMATION
ISIN: IE00B4ND3602
SEDOL: B4ND360, B4R1D93, B3YNPY4
WKN (if applicable): A1KWPQ
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
14 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche 2451 of Series iShares Physical Gold ETC Securities due 27 February
2026 issued under the Issuer's Secured Precious Metal Linked Securities
Programme. ISIN Code: IE00B4ND3602.
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is
IE00B4ND3602.
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 414826577 Securities of the
Series in issue. The Securities do not have a denomination but are treated by
the Issuer as having a denomination of US$3.00.
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is gold. Each Security will
have a metal entitlement expressed as an amount in weight of the Metal. No
payments will be due to securityholders during the life of the Securities,
other than on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to 0.02 fine troy ounces.
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(c) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(d) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(d) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(e) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(f) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(c) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(d) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(h) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(i) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(j) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(k) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(l) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(m) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(n) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
Securities issued under the Series have been admitted to the official list of
the UK Financial Conduct Authority and have been admitted to trading on the
regulated market of the London Stock Exchange. The Securities have been
admitted to trading on the Xetra market of the Frankfurt Stock Exchange and
the regulated market of the Borsa Italiana.
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
subject to a buy back fee.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being 0.12% per annum is applied to
the metal entitlement on a daily basis to determine a daily deduction of an
amount of Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is
IE00B4ND3602.
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 414826577 Securities of the
Series in issue. The Securities do not have a denomination but are treated by
the Issuer as having a denomination of US$3.00.
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is gold. Each Security will
have a metal entitlement expressed as an amount in weight of the Metal. No
payments will be due to securityholders during the life of the Securities,
other than on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to 0.02 fine troy ounces.
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(c) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(d) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(d) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(e) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(f) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(c) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(d) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(h) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(i) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(j) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(k) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(l) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(m) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(n) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
Securities issued under the Series have been admitted to the official list of
the UK Financial Conduct Authority and have been admitted to trading on the
regulated market of the London Stock Exchange. The Securities have been
admitted to trading on the Xetra market of the Frankfurt Stock Exchange and
the regulated market of the Borsa Italiana.
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
subject to a buy back fee.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being 0.12% per annum is applied to
the metal entitlement on a daily basis to determine a daily deduction of an
amount of Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
35
36 (i) Series:
(ii) Tranche Number:
37 4 Series Currency:
38 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
39 Issue Price: 0.000000
40 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
41 aA (vii) Issue Date of this Tranche of Securities:
(viii) Date on which Board approval for issuance of Securities obtained: 12 May
2025
42 9 Maturity Date: Open Ended
43 Coupon: N/A
TRANSACTION PARTIES
44 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
45 jr Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
46 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
47 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
48 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
49 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
50 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
51 32 Non-exempt Offer: An offer of the Secu
rities may be made by the Authorised Participant(s) other than pursuant to Article 1(4) of the Prospectus Regulation in and any other Member State where this Base Prospectus (and any supplements) have been notified to the competent authority in that Member State and published in accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
41 aA
(vii) Issue Date of this Tranche of Securities:
(viii) Date on which Board approval for issuance of Securities obtained:
12 May
2025
42 9
Maturity Date:
Open Ended
43
Coupon:
N/A
TRANSACTION PARTIES
44
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
45 jr
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
46
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
47
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
48
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
49
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
50
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
51 32
Non-exempt Offer:
An offer of the Secu
rities may be made by the Authorised Participant(s) other than pursuant to Article 1(4) of the Prospectus Regulation in and any other Member State where this Base Prospectus (and any supplements) have been notified to the competent authority in that Member State and published in accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
15 LISTING
(ix) Listing and admission to trading:
(x) Relevant Stock Exchange(s):
16 NOTIFICATION
17 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 Securities has an interest material to
the offer.
18 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
19 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
20 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
21 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(e) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(f) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(g) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(h) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(i) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(e) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(f) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(o) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(p) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(q) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(r) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(s) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(t) sixthly, in payment or delivery of any early redemption amount
(after taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(u) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(e) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(f) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(g) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(h) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(i) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(e) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(f) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(o) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(p) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(q) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(r) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(s) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(t) sixthly, in payment or delivery of any early redemption amount
(after taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(u) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
52
53 (i) Series:
(ii) Tranche Number:
54 Series Currency:
55 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
56 Issue Price: 0.000000
57 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
58 (xi) Issue Date of this Tranche of Securities:
(xii) Date on which Board approval for issuance of Securities obtained: 12 May 2025
59 Maturity Date: Open Ended
60 Coupon: N/A
TRANSACTION PARTIES
61 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
62 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
63 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
64 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
65 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
66 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
67 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
68 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
58
(xi) Issue Date of this Tranche of Securities:
(xii) Date on which Board approval for issuance of Securities obtained:
12 May 2025
59
Maturity Date:
Open Ended
60
Coupon:
N/A
TRANSACTION PARTIES
61
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
62
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
63
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
64
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
65
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
66
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
67
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
68
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
22 LISTING
(xiii) Listing and admission to trading:
(xiv) Relevant Stock Exchange(s):
23 NOTIFICATION
24 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 Securities has an interest material to
the offer.
25 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
26 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
27 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
28 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(g) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(h) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(j) the Issuer has defaulted for more than 14 calendar days in the
payment of any sum or delivery of any Metal due in respect of the Securities
or any of them;
(k) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(l) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(g) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(h) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(v) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(w) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(x) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(y) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(z) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(aa) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(bb) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(g) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(h) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(j) the Issuer has defaulted for more than 14 calendar days in the
payment of any sum or delivery of any Metal due in respect of the Securities
or any of them;
(k) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(l) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(g) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(h) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(v) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(w) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(x) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(y) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(z) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(aa) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(bb) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
69
70 (i) Series:
(ii) Tranche Number:
71 Series Currency:
72 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
73 Issue Price: 0.000000
74 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
75 (xv) Issue Date of this Tranche of Securities:
(xvi) Date on which Board approval for issuance of Securities obtained: 12 May 2025
76 Maturity Date: Open Ended
77 Coupon: N/A
TRANSACTION PARTIES
78 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
79 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
80 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
81 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
82 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
83 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
84 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
85 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
75
(xv) Issue Date of this Tranche of Securities:
(xvi) Date on which Board approval for issuance of Securities obtained:
12 May 2025
76
Maturity Date:
Open Ended
77
Coupon:
N/A
TRANSACTION PARTIES
78
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
79
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
80
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
81
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
82
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
83
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
84
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
85
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
29 LISTING
(xvii) Listing and admission to trading:
(xviii) Relevant Stock Exchange(s):
30 NOTIFICATION
31 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 Securities has an interest material to
the offer.
32 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
33 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
34 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
35 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(i) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(j) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(m) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(n) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(o) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(i) the Securities (and the trust deed constituting them) will be
governed by Irish law; and
(j) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(cc) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(dd) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(ee) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(ff) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(gg) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(hh) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(ii) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(i) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(j) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(m) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(n) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(o) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(i) the Securities (and the trust deed constituting them) will be
governed by Irish law; and
(j) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(cc) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(dd) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(ee) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(ff) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(gg) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(hh) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(ii) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
86
87 (i) Series:
(ii) Tranche Number:
88 Series Currency:
89 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
90 Issue Price: 0.000000
91 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
92 (xix) Issue Date of this Tranche of Securities:
(xx) Date on which Board approval for issuance of Securities obtained: 12 May 2025
93 Maturity Date: Open Ended
94 Coupon: N/A
TRANSACTION PARTIES
95 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
96 jr Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
97 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
98 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
99 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
100 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
101 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
102 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
92
(xix) Issue Date of this Tranche of Securities:
(xx) Date on which Board approval for issuance of Securities obtained:
12 May 2025
93
Maturity Date:
Open Ended
94
Coupon:
N/A
TRANSACTION PARTIES
95
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
96 jr
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
97
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
98
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
99
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
100
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
101
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
102
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
36 LISTING
(xxi) Listing and admission to trading:
(xxii) Relevant Stock Exchange(s):
37 NOTIFICATION
38 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 Securities has an interest material to
the offer.
39 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
40 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
41 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
42 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(k) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(l) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(p) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(q) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(r) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(k) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(l) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(jj) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(kk) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(ll) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(mm) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(nn) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(oo) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(pp) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(k) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(l) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(p) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(q) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(r) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(k) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(l) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(jj) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(kk) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(ll) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(mm) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(nn) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(oo) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(pp) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
103
104 (i) Series:
(ii) Tranche Number:
105 Series Currency:
106 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
107 Issue Price: 0.000000
108 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
109 (xxiii) Issue Date of this Tranche of Securities:
(xxiv) Date on which Board approval for issuance of Securities obtained: 12 May 2025
110 Maturity Date: Open Ended
111 Coupon: N/A
TRANSACTION PARTIES
112 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
113 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
114 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
115 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
116 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
117 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
118 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
119 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
109
(xxiii) Issue Date of this Tranche of Securities:
(xxiv) Date on which Board approval for issuance of Securities obtained:
12 May 2025
110
Maturity Date:
Open Ended
111
Coupon:
N/A
TRANSACTION PARTIES
112
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
113
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
114
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
115
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
116
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
117
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
118
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
119
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
43 LISTING
(xxv) Listing and admission to trading:
(xxvi) Relevant Stock Exchange(s):
44 NOTIFICATION
45 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 Securities has an interest material to
the offer.
46 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
47 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
48 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
49 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(m) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(n) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(s) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(t) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(u) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(m) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(n) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(qq) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(rr) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(ss) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(tt) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(uu) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(vv) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(ww) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(m) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(n) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(s) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(t) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(u) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(m) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(n) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(qq) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(rr) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(ss) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(tt) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(uu) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(vv) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(ww) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
120
121 (i) Series:
(ii) Tranche Number:
122 Series Currency:
123 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
124 Issue Price: 0.000000
125 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
126 (xxvii) Issue Date of this Tranche of Securities:
(xxviii) Date on which Board approval for issuance of Securities obtained: 12 May 2025
127 Maturity Date: Open Ended
128 Coupon: N/A
TRANSACTION PARTIES
129 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
130 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
131 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
132 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
133 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
134 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
135 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
136 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
126
(xxvii) Issue Date of this Tranche of Securities:
(xxviii) Date on which Board approval for issuance of Securities obtained:
12 May 2025
127
Maturity Date:
Open Ended
128
Coupon:
N/A
TRANSACTION PARTIES
129
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
130
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
131
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
132
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
133
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
134
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
135
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
136
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
50 LISTING
(xxix) Listing and admission to trading:
(xxx) Relevant Stock Exchange(s):
51 NOTIFICATION
52 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 Securities has an interest material to
the offer.
53 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
54 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
55 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
56 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(o) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(p) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(v) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(w) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(x) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(o) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(p) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(xx) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(yy) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(zz) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(aaa) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(bbb) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(ccc) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(ddd) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(o) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(p) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(v) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(w) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(x) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(o) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(p) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(xx) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(yy) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(zz) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(aaa) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(bbb) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(ccc) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(ddd) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
137
138 (i) Series:
(ii) Tranche Number:
139 Series Currency:
140 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
141 Issue Price: 0.000000
142 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
143 (xxxi) Issue Date of this Tranche of Securities:
(xxxii) Date on which Board approval for issuance of Securities obtained: 12 May 2025
144 Maturity Date: Open Ended
145 Coupon: N/A
TRANSACTION PARTIES
146 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
147 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
148 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
149 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
150 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
151 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
152 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
153 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
143
(xxxi) Issue Date of this Tranche of Securities:
(xxxii) Date on which Board approval for issuance of Securities obtained:
12 May 2025
144
Maturity Date:
Open Ended
145
Coupon:
N/A
TRANSACTION PARTIES
146
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
147
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
148
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
149
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
150
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
151
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
152
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
153
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
57 LISTING
(xxxiii) Listing and admission to trading:
(xxxiv) Relevant Stock Exchange(s):
58 NOTIFICATION
59 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 Securities has an interest material to
the offer.
60 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
61 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
62 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
63 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(q) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(r) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(y) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(z) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(aa) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(q) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(r) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(eee) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(fff) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(ggg) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(hhh) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(iii) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(jjj) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(kkk) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(q) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(r) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(y) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(z) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(aa) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(q) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(r) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(eee) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(fff) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(ggg) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(hhh) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(iii) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(jjj) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(kkk) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
154
155 (i) Series:
(ii) Tranche Number:
156 Series Currency:
157 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
158 Issue Price: 0.000000
159 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
160 (xxxv) Issue Date of this Tranche of Securities:
(xxxvi) Date on which Board approval for issuance of Securities obtained: 12 May 2025
161 Maturity Date: Open Ended
162 Coupon: N/A
TRANSACTION PARTIES
163 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
164 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
165 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
166 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
167 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
168 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
169 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
170 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
160
(xxxv) Issue Date of this Tranche of Securities:
(xxxvi) Date on which Board approval for issuance of Securities obtained:
12 May 2025
161
Maturity Date:
Open Ended
162
Coupon:
N/A
TRANSACTION PARTIES
163
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
164
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
165
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
166
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
167
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
168
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
169
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
170
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
64 LISTING
(xxxvii) Listing and admission to trading:
(xxxviii) Relevant Stock Exchange(s):
65 NOTIFICATION
66 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 Securities has an interest material to
the offer.
67 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
68 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
69 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
70 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(s) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(t) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(bb) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(cc) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(dd) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(s) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(t) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(lll) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(mmm) secondly, in payment or satisfaction of
all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(nnn) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(ooo) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(ppp) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(qqq) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(rrr) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(s) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(t) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(bb) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(cc) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(dd) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(s) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(t) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(lll) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(mmm) secondly, in payment or satisfaction of
all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(nnn) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(ooo) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(ppp) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(qqq) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(rrr) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
171
172 (i) Series:
(ii) Tranche Number:
173 Series Currency:
174 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
175 Issue Price: 0.000000
176 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
177 (xxxix) Issue Date of this Tranche of Securities:
(xl) Date on which Board approval for issuance of Securities obtained: 12 May 2025
178 Maturity Date: Open Ended
179 Coupon: N/A
TRANSACTION PARTIES
180 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
181 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
182 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
183 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
184 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
185 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
186 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
187 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
177
(xxxix) Issue Date of this Tranche of Securities:
(xl) Date on which Board approval for issuance of Securities obtained:
12 May 2025
178
Maturity Date:
Open Ended
179
Coupon:
N/A
TRANSACTION PARTIES
180
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
181
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
182
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
183
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
184
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
185
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
186
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
187
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
71 LISTING
(xli) Listing and admission to trading:
(xlii) Relevant Stock Exchange(s):
72 NOTIFICATION
73 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 Securities has an interest material to
the offer.
74 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
75 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
76 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
77 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(u) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(v) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(ee) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ff) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(gg) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(u) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(v) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(sss) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(ttt) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(uuu) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(vvv) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(www) fifthly, in settlement of any valid
buy-back orders that have been accepted and processed but not yet settled
through no fault of the relevant securityholders;
(xxx) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(yyy) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(u) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(v) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(ee) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ff) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(gg) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(u) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(v) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(sss) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(ttt) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(uuu) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(vvv) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(www) fifthly, in settlement of any valid
buy-back orders that have been accepted and processed but not yet settled
through no fault of the relevant securityholders;
(xxx) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(yyy) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
188
189 (i) Series:
(ii) Tranche Number:
190 Series Currency:
191 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
192 Issue Price: 0.000000
193 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
194 (xliii) Issue Date of this Tranche of Securities:
(xliv) Date on which Board approval for issuance of Securities 12 May 2025
obtained:
195 Maturity Date: Open Ended
196 Coupon: N/A
TRANSACTION PARTIES
197 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
198 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
199 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
200 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
201 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
202 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
203 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
204 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
194
(xliii) Issue Date of this Tranche of Securities:
(xliv) Date on which Board approval for issuance of Securities
obtained:
12 May 2025
195
Maturity Date:
Open Ended
196
Coupon:
N/A
TRANSACTION PARTIES
197
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
198
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
199
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
200
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
201
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
202
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
203
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
204
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
78 LISTING
(xlv) Listing and admission to trading:
(xlvi) Relevant Stock Exchange(s):
79 NOTIFICATION
80 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 Securities has an interest material to
the offer.
81 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
82 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
83 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
84 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(w) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(x) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(hh) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ii) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(jj) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(w) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(x) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(zzz) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(aaaa) secondly, in payment or satisfaction
of all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(bbbb) thirdly, in payment or satisfaction
of any accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(cccc) fourthly, in payment or
satisfaction of the Issuer series fees and expenses in respect of the
Securities;
(dddd) fifthly, in settlement of any valid
buy-back orders that have been accepted and processed but not yet settled
through no fault of the relevant securityholders;
(eeee) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(ffff) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(w) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(x) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(hh) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ii) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(jj) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(w) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(x) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(zzz) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(aaaa) secondly, in payment or satisfaction
of all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(bbbb) thirdly, in payment or satisfaction
of any accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(cccc) fourthly, in payment or
satisfaction of the Issuer series fees and expenses in respect of the
Securities;
(dddd) fifthly, in settlement of any valid
buy-back orders that have been accepted and processed but not yet settled
through no fault of the relevant securityholders;
(eeee) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(ffff) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
205
206 (i) Series:
(ii) Tranche Number:
207 Series Currency:
208 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
209 Issue Price: 0.000000
210 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
211 (xlvii) Issue Date of this Tranche of Securities:
(xlviii) Date on which Board approval for issuance of Securities 12 May 2025
obtained:
212 Maturity Date: Open Ended
213 Coupon: N/A
TRANSACTION PARTIES
214 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
215 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
216 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
217 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
218 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
219 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
220 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
221 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
211
(xlvii) Issue Date of this Tranche of Securities:
(xlviii) Date on which Board approval for issuance of Securities
obtained:
12 May 2025
212
Maturity Date:
Open Ended
213
Coupon:
N/A
TRANSACTION PARTIES
214
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
215
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
216
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
217
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
218
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
219
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
220
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
221
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
85 LISTING
(xlix) Listing and admission to trading:
(l) Relevant Stock Exchange(s):
86 NOTIFICATION
87 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 Securities has an interest material to
the offer.
88 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
89 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
90 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
91 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(y) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(z) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(kk) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ll) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(mm) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(y) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(z) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(gggg) first, in delivery to the custodian
or relevant sub-custodian (as applicable) of the over-allocated Metal;
(hhhh) secondly, in payment or satisfaction
of all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(iiii) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(jjjj) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(kkkk) fifthly, in settlement of any valid
buy-back orders that have been accepted and processed but not yet settled
through no fault of the relevant securityholders;
(llll) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(mmmm) seventhly, in payment of the balance (if any)
to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(y) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(z) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(kk) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ll) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(mm) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(y) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(z) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(gggg) first, in delivery to the custodian
or relevant sub-custodian (as applicable) of the over-allocated Metal;
(hhhh) secondly, in payment or satisfaction
of all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(iiii) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(jjjj) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(kkkk) fifthly, in settlement of any valid
buy-back orders that have been accepted and processed but not yet settled
through no fault of the relevant securityholders;
(llll) sixthly, in payment or delivery of any early redemption amount (after
taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(mmmm) seventhly, in payment of the balance (if any)
to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
222
223 (i) Series:
(ii) Tranche Number:
224 Series Currency:
225 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
226 Issue Price: 0.000000
227 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
228 (li) Issue Date of this Tranche of Securities:
(lii) Date on which Board approval for issuance of Securities obtained: 12 May 2025
229 Maturity Date: Open Ended
230 Coupon: N/A
TRANSACTION PARTIES
231 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
232 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
233 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
234 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
235 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
236 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
237 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
238 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secure
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
228
(li) Issue Date of this Tranche of Securities:
(lii) Date on which Board approval for issuance of Securities obtained:
12 May 2025
229
Maturity Date:
Open Ended
230
Coupon:
N/A
TRANSACTION PARTIES
231
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
232
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
233
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
234
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
235
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
236
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
237
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
238
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secure
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
92 LISTING
(liii) Listing and admission to trading:
(liv) Relevant Stock Exchange(s):
93 NOTIFICATION
94 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 Securities has an interest material to
the offer.
95 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
96 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
97 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
98 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(aa) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(bb) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(nn) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(oo) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(pp) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(aa) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(bb) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(nnnn) first, in delivery to the custodian
or relevant sub-custodian (as applicable) of the over-allocated Metal;
(oooo) secondly, in payment or satisfaction
of all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(pppp) thirdly, in payment or satisfaction
of any accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(qqqq) fourthly, in payment or satisfaction
of the Issuer series fees and expenses in respect of the Securities;
(rrrr) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(ssss) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(tttt) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(aa) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(bb) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(nn) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(oo) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(pp) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(aa) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(bb) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(nnnn) first, in delivery to the custodian
or relevant sub-custodian (as applicable) of the over-allocated Metal;
(oooo) secondly, in payment or satisfaction
of all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(pppp) thirdly, in payment or satisfaction
of any accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(qqqq) fourthly, in payment or satisfaction
of the Issuer series fees and expenses in respect of the Securities;
(rrrr) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(ssss) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(tttt) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
239
240 (i) Series:
(ii) Tranche Number:
241 Series Currency:
242 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
243 Issue Price: 0.000000
244 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
245 (lv) Issue Date of this Tranche of Securities:
(lvi) Date on which Board approval for issuance of Securities obtained: 12 May 2025
246 Maturity Date: Open Ended
247 Coupon: N/A
TRANSACTION PARTIES
248 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
249 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
250 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
251 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
252 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
253 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
254 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
255 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
245
(lv) Issue Date of this Tranche of Securities:
(lvi) Date on which Board approval for issuance of Securities obtained:
12 May 2025
246
Maturity Date:
Open Ended
247
Coupon:
N/A
TRANSACTION PARTIES
248
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
249
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
250
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
251
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
252
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
253
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
254
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
255
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
99 LISTING
(lvii) Listing and admission to trading:
(lviii) Relevant Stock Exchange(s):
100 NOTIFICATION
101 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 Securities has an interest material to
the offer.
102 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
103 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
104 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
105 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(cc) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(dd) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(qq) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(rr) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(ss) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(cc) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(dd) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(uuuu) first, in delivery to the custodian
or relevant sub-custodian (as applicable) of the over-allocated Metal;
(vvvv) secondly, in payment or
satisfaction of all fees, costs, charges, expenses, liabilities and other
amounts properly incurred by or payable to the trustee or any receiver in
connection with an early redemption and/or an event of default relating to the
Series under or pursuant to the security deed, trust deed and/or any other
transaction document in respect of the Series (which shall include, without
limitation, any taxes required to be paid by the trustee (other than any
income, corporation or similar tax in respect of the trustee's remuneration)
and the costs of enforcing or realising all or some of the security, but shall
exclude agreed fees and expenses of a standard and operational nature payable
by the adviser in accordance with the advisory agreement in respect of the
Series);
(wwww) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(xxxx) fourthly, in payment or
satisfaction of the Issuer series fees and expenses in respect of the
Securities;
(yyyy) fifthly, in settlement of any valid
buy-back orders that have been accepted and processed but not yet settled
through no fault of the relevant securityholders;
(zzzz) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(aaaaa) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(cc) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(dd) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(qq) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(rr) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(ss) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(cc) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(dd) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(uuuu) first, in delivery to the custodian
or relevant sub-custodian (as applicable) of the over-allocated Metal;
(vvvv) secondly, in payment or
satisfaction of all fees, costs, charges, expenses, liabilities and other
amounts properly incurred by or payable to the trustee or any receiver in
connection with an early redemption and/or an event of default relating to the
Series under or pursuant to the security deed, trust deed and/or any other
transaction document in respect of the Series (which shall include, without
limitation, any taxes required to be paid by the trustee (other than any
income, corporation or similar tax in respect of the trustee's remuneration)
and the costs of enforcing or realising all or some of the security, but shall
exclude agreed fees and expenses of a standard and operational nature payable
by the adviser in accordance with the advisory agreement in respect of the
Series);
(wwww) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(xxxx) fourthly, in payment or
satisfaction of the Issuer series fees and expenses in respect of the
Securities;
(yyyy) fifthly, in settlement of any valid
buy-back orders that have been accepted and processed but not yet settled
through no fault of the relevant securityholders;
(zzzz) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(aaaaa) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
256
257 (i) Series:
(ii) Tranche Number:
258 Series Currency:
259 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
260 Issue Price: 0.000000
261 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
262 (lix) Issue Date of this Tranche of Securities:
(lx) Date on which Board approval for issuance of Securities obtained: 12 May 2025
263 Maturity Date: Open Ended
264 Coupon: N/A
TRANSACTION PARTIES
265 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
266 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
267 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
268 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
269 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
270 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
271 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
272 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
262
(lix) Issue Date of this Tranche of Securities:
(lx) Date on which Board approval for issuance of Securities obtained:
12 May 2025
263
Maturity Date:
Open Ended
264
Coupon:
N/A
TRANSACTION PARTIES
265
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
266
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
267
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
268
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
269
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
270
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
271
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
272
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
106 LISTING
(lxi) Listing and admission to trading:
(lxii) Relevant Stock Exchange(s):
107 NOTIFICATION
108 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 Securities has an interest material to
the offer.
109 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
110 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
111 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
112 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ee) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(ff) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(tt) the Issuer has defaulted for more than 14 calendar days in the
payment of any sum or delivery of any Metal due in respect of the Securities
or any of them;
(uu) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(vv) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(ee) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(ff) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(bbbbb) first, in delivery to the custodian or
relevant sub-custodian (as applicable) of the over-allocated Metal;
(ccccc) secondly, in payment or satisfaction
of all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(ddddd) thirdly, in payment or satisfaction of
any accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(eeeee) fourthly, in payment or satisfaction of
the Issuer series fees and expenses in respect of the Securities;
(fffff) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(ggggg) sixthly, in payment or delivery of any
early redemption amount (after taking into account any deduction or payment of
any applicable early redemption fee) owing to the securityholders pari passu
(the number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(hhhhh) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ee) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(ff) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(tt) the Issuer has defaulted for more than 14 calendar days in the
payment of any sum or delivery of any Metal due in respect of the Securities
or any of them;
(uu) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(vv) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(ee) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(ff) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(bbbbb) first, in delivery to the custodian or
relevant sub-custodian (as applicable) of the over-allocated Metal;
(ccccc) secondly, in payment or satisfaction
of all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(ddddd) thirdly, in payment or satisfaction of
any accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(eeeee) fourthly, in payment or satisfaction of
the Issuer series fees and expenses in respect of the Securities;
(fffff) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(ggggg) sixthly, in payment or delivery of any
early redemption amount (after taking into account any deduction or payment of
any applicable early redemption fee) owing to the securityholders pari passu
(the number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(hhhhh) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
273
274 (i) Series:
(ii) Tranche Number:
275 Series Currency:
276 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
277 Issue Price: 0.000000
278 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
279 (lxiii) Issue Date of this Tranche of Securities:
(lxiv) Date on which Board approval for issuance of Securities 12 May 2025
obtained:
280 Maturity Date: Open Ended
281 Coupon: N/A
TRANSACTION PARTIES
282 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
283 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
284 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
285 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
286 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
287 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
288 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
289 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
279
(lxiii) Issue Date of this Tranche of Securities:
(lxiv) Date on which Board approval for issuance of Securities
obtained:
12 May 2025
280
Maturity Date:
Open Ended
281
Coupon:
N/A
TRANSACTION PARTIES
282
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
283
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
284
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
285
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
286
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
287
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
288
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
289
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
113 LISTING
(lxv) Listing and admission to trading:
(lxvi) Relevant Stock Exchange(s):
114 NOTIFICATION
115 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 Securities has an interest material to
the offer.
116 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
117 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
118 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
119 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(gg) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(hh) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(ww) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(xx) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(yy) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(gg) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(hh) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(iiiii) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(jjjjj) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(kkkkk) thirdly, in payment or satisfaction of
any accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(lllll) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(mmmmm) fifthly, in settlement of any valid buy-back orders
that have been accepted and processed but not yet settled through no fault of
the relevant securityholders;
(nnnnn) sixthly, in payment or delivery of any
early redemption amount (after taking into account any deduction or payment of
any applicable early redemption fee) owing to the securityholders pari passu
(the number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(ooooo) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(gg) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(hh) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(ww) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(xx) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(yy) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(gg) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(hh) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(iiiii) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(jjjjj) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(kkkkk) thirdly, in payment or satisfaction of
any accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(lllll) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(mmmmm) fifthly, in settlement of any valid buy-back orders
that have been accepted and processed but not yet settled through no fault of
the relevant securityholders;
(nnnnn) sixthly, in payment or delivery of any
early redemption amount (after taking into account any deduction or payment of
any applicable early redemption fee) owing to the securityholders pari passu
(the number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(ooooo) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
290
291 (i) Series:
(ii) Tranche Number:
292 Series Currency:
293 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
294 Issue Price: 0.000000
295 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
296 (lxvii) Issue Date of this Tranche of Securities:
(lxviii) Date on which Board approval for issuance of Securities 12 May 2025
obtained:
297 Maturity Date: Open Ended
298 Coupon: N/A
TRANSACTION PARTIES
299 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
300 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
301 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
302 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
303 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
304 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
305 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
306 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
296
(lxvii) Issue Date of this Tranche of Securities:
(lxviii) Date on which Board approval for issuance of Securities
obtained:
12 May 2025
297
Maturity Date:
Open Ended
298
Coupon:
N/A
TRANSACTION PARTIES
299
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
300
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
301
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
302
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
303
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
304
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
305
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
306
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
120 LISTING
(lxix) Listing and admission to trading:
(lxx) Relevant Stock Exchange(s):
121 NOTIFICATION
122 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 Securities has an interest material to
the offer.
123 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
124 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
125 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
126 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ii) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(jj) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(zz) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(aaa) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(bbb) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(ii) the Securities (and the trust deed constituting them) will be
governed by Irish law; and
(jj) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(ppppp) first, in delivery to the custodian or
relevant sub-custodian (as applicable) of the over-allocated Metal;
(qqqqq) secondly, in payment or satisfaction of
all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(rrrrr) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(sssss) fourthly, in payment or satisfaction
of the Issuer series fees and expenses in respect of the Securities;
(ttttt) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(uuuuu) sixthly, in payment or delivery of any
early redemption amount (after taking into account any deduction or payment of
any applicable early redemption fee) owing to the securityholders pari passu
(the number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(vvvvv) seventhly, in payment of the balance
(if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ii) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(jj) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(zz) the Issuer has defaulted for more than 14 calendar days in the payment of
any sum or delivery of any Metal due in respect of the Securities or any of
them;
(aaa) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(bbb) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(ii) the Securities (and the trust deed constituting them) will be
governed by Irish law; and
(jj) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(ppppp) first, in delivery to the custodian or
relevant sub-custodian (as applicable) of the over-allocated Metal;
(qqqqq) secondly, in payment or satisfaction of
all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(rrrrr) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(sssss) fourthly, in payment or satisfaction
of the Issuer series fees and expenses in respect of the Securities;
(ttttt) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(uuuuu) sixthly, in payment or delivery of any
early redemption amount (after taking into account any deduction or payment of
any applicable early redemption fee) owing to the securityholders pari passu
(the number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(vvvvv) seventhly, in payment of the balance
(if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
307
308 (i) Series:
(ii) Tranche Number:
309 Series Currency:
310 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
311 Issue Price: 0.000000
312 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
313 (lxxi) Issue Date of this Tranche of Securities:
(lxxii) Date on which Board approval for issuance of Securities 12 May 2025
obtained:
314 Maturity Date: Open Ended
315 Coupon: N/A
TRANSACTION PARTIES
316 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
317 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
318 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
319 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
320 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
321 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
322 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
323 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
313
(lxxi) Issue Date of this Tranche of Securities:
(lxxii) Date on which Board approval for issuance of Securities
obtained:
12 May 2025
314
Maturity Date:
Open Ended
315
Coupon:
N/A
TRANSACTION PARTIES
316
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
317
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
318
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
319
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
320
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
321
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
322
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
323
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
127 LISTING
(lxxiii) Listing and admission to trading:
(lxxiv) Relevant Stock Exchange(s):
128 NOTIFICATION
129 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 Securities has an interest material to
the offer.
130 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
131 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
132 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
133 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(kk) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(ll) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(ccc) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ddd) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(eee) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(kk) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(ll) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(wwwww) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(xxxxx) secondly, in payment or satisfaction
of all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(yyyyy) thirdly, in payment or satisfaction of
any accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(zzzzz) fourthly, in payment or satisfaction
of the Issuer series fees and expenses in respect of the Securities;
(aaaaaa) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(bbbbbb) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(cccccc) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(kk) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(ll) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(ccc) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ddd) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(eee) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(kk) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(ll) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(wwwww) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(xxxxx) secondly, in payment or satisfaction
of all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(yyyyy) thirdly, in payment or satisfaction of
any accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(zzzzz) fourthly, in payment or satisfaction
of the Issuer series fees and expenses in respect of the Securities;
(aaaaaa) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(bbbbbb) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(cccccc) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
324
325 (i) Series:
(ii) Tranche Number:
326 Series Currency:
327 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
328 Issue Price: 0.000000
329 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
330 (lxxv) Issue Date of this Tranche of Securities:
(lxxvi) Date on which Board approval for issuance of Securities obtained: 12 May 2025
331 Maturity Date: Open Ended
332 Coupon: N/A
TRANSACTION PARTIES
333 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
334 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
335 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
336 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
337 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
338 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
339 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
340 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
330
(lxxv) Issue Date of this Tranche of Securities:
(lxxvi) Date on which Board approval for issuance of Securities obtained:
12 May 2025
331
Maturity Date:
Open Ended
332
Coupon:
N/A
TRANSACTION PARTIES
333
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
334
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
335
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
336
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
337
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
338
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
339
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
340
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
134 LISTING
(lxxvii) Listing and admission to trading:
(lxxviii) Relevant Stock Exchange(s):
135 NOTIFICATION
136 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 Securities has an interest material to
the offer.
137 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
138 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
139 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
140 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(mm) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(nn) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(fff) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ggg) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(hhh) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(mm) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(nn) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(dddddd) first, in delivery to the custodian or
relevant sub-custodian (as applicable) of the over-allocated Metal;
(eeeeee) secondly, in payment or satisfaction of all
fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(ffffff) thirdly, in payment or
satisfaction of any accrued and unpaid sale proceeds of TER metal (being an
amount of Metal determined by the administrator in respect of the Series to be
sold pursuant to a TER metal sale notice) to the adviser in accordance with
the advisory agreement in respect of the Series;
(gggggg) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(hhhhhh) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(iiiiii) sixthly, in payment or delivery of any early redemption amount
(after taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(jjjjjj) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(mm) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(nn) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(fff) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ggg) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(hhh) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(mm) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(nn) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(dddddd) first, in delivery to the custodian or
relevant sub-custodian (as applicable) of the over-allocated Metal;
(eeeeee) secondly, in payment or satisfaction of all
fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(ffffff) thirdly, in payment or
satisfaction of any accrued and unpaid sale proceeds of TER metal (being an
amount of Metal determined by the administrator in respect of the Series to be
sold pursuant to a TER metal sale notice) to the adviser in accordance with
the advisory agreement in respect of the Series;
(gggggg) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(hhhhhh) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(iiiiii) sixthly, in payment or delivery of any early redemption amount
(after taking into account any deduction or payment of any applicable early
redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(jjjjjj) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
341
342 (i) Series:
(ii) Tranche Number:
343 Series Currency:
344 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
345 Issue Price: 0.000000
346 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
347 (lxxix) Issue Date of this Tranche of Securities:
(lxxx) Date on which Board approval for issuance of Securities obtained: 12 May 2025
348 Maturity Date: Open Ended
349 Coupon: N/A
TRANSACTION PARTIES
350 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
351 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
352 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
353 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
354 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
355 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
356 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
357 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
347
(lxxix) Issue Date of this Tranche of Securities:
(lxxx) Date on which Board approval for issuance of Securities obtained:
12 May 2025
348
Maturity Date:
Open Ended
349
Coupon:
N/A
TRANSACTION PARTIES
350
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
351
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
352
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
353
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
354
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
355
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
356
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
357
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
141 LISTING
(lxxxi) Listing and admission to trading:
(lxxxii) Relevant Stock Exchange(s):
142 NOTIFICATION
143 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 Securities has an interest material to
the offer.
144 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
145 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
146 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
147 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(oo) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(pp) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(iii) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(jjj) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(kkk) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(oo) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(pp) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(kkkkkk) first, in delivery to the custodian or
relevant sub-custodian (as applicable) of the over-allocated Metal;
(llllll) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(mmmmmm) thirdly, in payment or satisfaction of any accrued and unpaid
sale proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(nnnnnn) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(oooooo) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(pppppp) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(qqqqqq) seventhly, in payment of the balance (if any)
to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(oo) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(pp) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(iii) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(jjj) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(kkk) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(oo) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(pp) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(kkkkkk) first, in delivery to the custodian or
relevant sub-custodian (as applicable) of the over-allocated Metal;
(llllll) secondly, in payment or satisfaction of all fees, costs, charges,
expenses, liabilities and other amounts properly incurred by or payable to the
trustee or any receiver in connection with an early redemption and/or an event
of default relating to the Series under or pursuant to the security deed,
trust deed and/or any other transaction document in respect of the Series
(which shall include, without limitation, any taxes required to be paid by the
trustee (other than any income, corporation or similar tax in respect of the
trustee's remuneration) and the costs of enforcing or realising all or some of
the security, but shall exclude agreed fees and expenses of a standard and
operational nature payable by the adviser in accordance with the advisory
agreement in respect of the Series);
(mmmmmm) thirdly, in payment or satisfaction of any accrued and unpaid
sale proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(nnnnnn) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(oooooo) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(pppppp) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(qqqqqq) seventhly, in payment of the balance (if any)
to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
358
359 (i) Series:
(ii) Tranche Number:
360 Series Currency:
361 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
362 Issue Price: 0.000000
363 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
364 (lxxxiii) Issue Date of this Tranche of Securities:
(lxxxiv) Date on which Board approval for issuance of Securities obtained: 12 May 2025
365 Maturity Date: Open Ended
366 Coupon: N/A
TRANSACTION PARTIES
367 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
368 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
369 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
370 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
371 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
372 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
373 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
374 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
364
(lxxxiii) Issue Date of this Tranche of Securities:
(lxxxiv) Date on which Board approval for issuance of Securities obtained:
12 May 2025
365
Maturity Date:
Open Ended
366
Coupon:
N/A
TRANSACTION PARTIES
367
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
368
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
369
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
370
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
371
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
372
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
373
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
374
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
148 LISTING
(lxxxv) Listing and admission to trading:
(lxxxvi) Relevant Stock Exchange(s):
149 NOTIFICATION
150 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 Securities has an interest material to
the offer.
151 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
152 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
153 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
154 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(qq) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(rr) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(lll) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(mmm) the Issuer does not perform or comply with
any one or more of its material obligations under the Securities, the trust
deed or the security deed in respect of the Series, 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 calendar days (or such longer
period as the trustee may permit) after notice of such default shall have been
given to the Issuer by the trustee (and, for these purposes, a failure to
perform or comply with an obligation shall be deemed to be remediable
notwithstanding that the failure results from not doing an act or thing by a
particular time); or
(nnn) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(qq) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(rr) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(rrrrrr) first, in delivery to the
custodian or relevant sub-custodian (as applicable) of the over-allocated
Metal;
(ssssss) secondly, in payment or satisfaction of
all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(tttttt) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(uuuuuu) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(vvvvvv) fifthly, in settlement of any valid
buy-back orders that have been accepted and processed but not yet settled
through no fault of the relevant securityholders;
(wwwwww) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(xxxxxx) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(qq) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(rr) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(lll) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(mmm) the Issuer does not perform or comply with
any one or more of its material obligations under the Securities, the trust
deed or the security deed in respect of the Series, 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 calendar days (or such longer
period as the trustee may permit) after notice of such default shall have been
given to the Issuer by the trustee (and, for these purposes, a failure to
perform or comply with an obligation shall be deemed to be remediable
notwithstanding that the failure results from not doing an act or thing by a
particular time); or
(nnn) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(qq) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(rr) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(rrrrrr) first, in delivery to the
custodian or relevant sub-custodian (as applicable) of the over-allocated
Metal;
(ssssss) secondly, in payment or satisfaction of
all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(tttttt) thirdly, in payment or satisfaction of any accrued and unpaid sale
proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(uuuuuu) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(vvvvvv) fifthly, in settlement of any valid
buy-back orders that have been accepted and processed but not yet settled
through no fault of the relevant securityholders;
(wwwwww) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(xxxxxx) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
375
376 (i) Series:
(ii) Tranche Number:
377 Series Currency:
378 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
379 Issue Price: 0.000000
380 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
381 (lxxxvii) Issue Date of this Tranche of Securities:
(lxxxviii) Date on which Board approval for issuance of Securities obtained: 12 May 2025
382 Maturity Date: Open Ended
383 Coupon: N/A
TRANSACTION PARTIES
384 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
385 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
386 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
387 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
388 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
389 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
390 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
391 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
381
(lxxxvii) Issue Date of this Tranche of Securities:
(lxxxviii) Date on which Board approval for issuance of Securities obtained:
12 May 2025
382
Maturity Date:
Open Ended
383
Coupon:
N/A
TRANSACTION PARTIES
384
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
385
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
386
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
387
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
388
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
389
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
390
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
391
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
155 LISTING
(lxxxix) Listing and admission to trading:
(xc) Relevant Stock Exchange(s):
156 NOTIFICATION
157 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 Securities has an interest material to
the offer.
158 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
159 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
160 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
161 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ss) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(tt) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(ooo) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ppp) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(qqq) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(ss) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(tt) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(yyyyyy) first, in delivery to the custodian or
relevant sub-custodian (as applicable) of the over-allocated Metal;
(zzzzzz) secondly, in payment or satisfaction of
all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(aaaaaaa) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(bbbbbbb) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(ccccccc) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(ddddddd) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(eeeeeee) seventhly, in payment of the balance (if any) to
the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ss) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(tt) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(ooo) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(ppp) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(qqq) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(ss) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(tt) the security deed and the other transaction documents will be
governed by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(yyyyyy) first, in delivery to the custodian or
relevant sub-custodian (as applicable) of the over-allocated Metal;
(zzzzzz) secondly, in payment or satisfaction of
all fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(aaaaaaa) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(bbbbbbb) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(ccccccc) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(ddddddd) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(eeeeeee) seventhly, in payment of the balance (if any) to
the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
392
393 (i) Series:
(ii) Tranche Number:
394 Series Currency:
395 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to 0
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
396 Issue Price: 0.000000
397 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series): 0.000000000
398 (xci) Issue Date of this Tranche of Securities:
(xcii) Date on which Board approval for issuance of Securities 12 May 2025
obtained:
399 Maturity Date: Open Ended
400 Coupon: N/A
TRANSACTION PARTIES
401 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
402 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
403 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
404 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
405 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
406 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
407 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
408 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
0.000000000
398
(xci) Issue Date of this Tranche of Securities:
(xcii) Date on which Board approval for issuance of Securities
obtained:
12 May 2025
399
Maturity Date:
Open Ended
400
Coupon:
N/A
TRANSACTION PARTIES
401
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
402
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
403
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
404
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
405
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
406
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
407
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
408
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
162 LISTING
(xciii) Listing and admission to trading:
(xciv) Relevant Stock Exchange(s):
163 NOTIFICATION
164 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 Securities has an interest material to
the offer.
165 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
166 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
167 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
168 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(uu) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(vv) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(rrr) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(sss) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(ttt) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(uu) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(vv) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(fffffff) first, in delivery to the
custodian or relevant sub-custodian (as applicable) of the over-allocated
Metal;
(ggggggg) secondly, in payment or satisfaction of all
fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(hhhhhhh) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(iiiiiii) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(jjjjjjj) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(kkkkkkk) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(lllllll) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be 0 Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(uu) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(vv) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(rrr) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(sss) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(ttt) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(uu) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(vv) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(fffffff) first, in delivery to the
custodian or relevant sub-custodian (as applicable) of the over-allocated
Metal;
(ggggggg) secondly, in payment or satisfaction of all
fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(hhhhhhh) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(iiiiiii) fourthly, in payment or satisfaction of the Issuer series fees and
expenses in respect of the Securities;
(jjjjjjj) fifthly, in settlement of any valid buy-back orders that have been
accepted and processed but not yet settled through no fault of the relevant
securityholders;
(kkkkkkk) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(lllllll) seventhly, in payment of the balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated Current Tranches
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
409
410 (i) Series:
(ii) Tranche Number:
411 Series Currency:
412 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
413 Issue Price:
414 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
415 (xcv) Issue Date of this Tranche of Securities: Current
Tranches
(xcvi) Date on which Board approval for issuance of Securities obtained: 12 May 2025
416 Maturity Date: Open Ended
417 Coupon: N/A
TRANSACTION PARTIES
418 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
419 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
420 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
421 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
422 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
423 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
424 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
425 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
415
(xcv) Issue Date of this Tranche of Securities:
Current
Tranches
(xcvi) Date on which Board approval for issuance of Securities obtained:
12 May 2025
416
Maturity Date:
Open Ended
417
Coupon:
N/A
TRANSACTION PARTIES
418
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
419
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
420
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
421
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
422
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
423
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
424
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
425
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
169 LISTING
(xcvii) Listing and admission to trading:
(xcviii) Relevant Stock Exchange(s):
170 NOTIFICATION
171 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 Securities has an interest material to
the offer.
172 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
173 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
174 OPERATIONAL INFORMATION
ISIN:
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
175 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due Current Tranches issued under the
Issuer's Secured Precious Metal Linked Securities Programme. ISIN Code: .
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ww) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(xx) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(uuu) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(vvv) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(www) a bankruptcy event has occurred with
respect to the Issuer.
Governing Law
In respect of the Series:
(ww) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(xx) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(mmmmmmm) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(nnnnnnn) secondly, in payment or satisfaction of all
fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(ooooooo) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(ppppppp) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(qqqqqqq) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(rrrrrrr) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(sssssss) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is .
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ww) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(xx) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(uuu) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(vvv) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(www) a bankruptcy event has occurred with
respect to the Issuer.
Governing Law
In respect of the Series:
(ww) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(xx) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(mmmmmmm) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(nnnnnnn) secondly, in payment or satisfaction of all
fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(ooooooo) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(ppppppp) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(qqqqqqq) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(rrrrrrr) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(sssssss) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated Gold
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
426
427 (i) Series:
(ii) Tranche Number:
428 Series Currency:
429 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
430 Issue Price:
431 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
432 (xcix) Issue Date of this Tranche of Securities: Gold
(c) Date on which Board approval for issuance of Securities obtained: 12 May 2025
433 Maturity Date: Open Ended
434 Coupon: N/A
TRANSACTION PARTIES
435 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
436 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
437 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
438 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
439 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
440 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
441 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
442 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
432
(xcix) Issue Date of this Tranche of Securities:
Gold
(c) Date on which Board approval for issuance of Securities obtained:
12 May 2025
433
Maturity Date:
Open Ended
434
Coupon:
N/A
TRANSACTION PARTIES
435
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
436
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
437
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
438
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
439
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
440
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
441
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
442
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
176 LISTING
(ci) Listing and admission to trading:
(cii) Relevant Stock Exchange(s):
177 NOTIFICATION
178 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 Securities has an interest material to
the offer.
179 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
180 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
181 OPERATIONAL INFORMATION
ISIN: 2451
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
182 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due Gold issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: 2451.
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 2451.
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(yy) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(zz) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(xxx) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(yyy) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(zzz) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(yy) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(zz) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(ttttttt) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(uuuuuuu) secondly, in payment or satisfaction of all
fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(vvvvvvv) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(wwwwwww) fourthly, in payment or satisfaction of the Issuer series
fees and expenses in respect of the Securities;
(xxxxxxx) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(yyyyyyy) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(zzzzzzz) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 2451.
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(yy) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(zz) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(xxx) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(yyy) the Issuer does not perform or comply with any one or more of its
material obligations under the Securities, the trust deed or the security deed
in respect of the Series, 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 calendar days (or such longer period as the trustee may
permit) after notice of such default shall have been given to the Issuer by
the trustee (and, for these purposes, a failure to perform or comply with an
obligation shall be deemed to be remediable notwithstanding that the failure
results from not doing an act or thing by a particular time); or
(zzz) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(yy) the Securities (and the trust deed constituting them) will be governed by
Irish law; and
(zz) the security deed and the other transaction documents will be governed by
English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(ttttttt) first, in delivery to the custodian or relevant sub-custodian (as
applicable) of the over-allocated Metal;
(uuuuuuu) secondly, in payment or satisfaction of all
fees, costs, charges, expenses, liabilities and other amounts properly
incurred by or payable to the trustee or any receiver in connection with an
early redemption and/or an event of default relating to the Series under or
pursuant to the security deed, trust deed and/or any other transaction
document in respect of the Series (which shall include, without limitation,
any taxes required to be paid by the trustee (other than any income,
corporation or similar tax in respect of the trustee's remuneration) and the
costs of enforcing or realising all or some of the security, but shall exclude
agreed fees and expenses of a standard and operational nature payable by the
adviser in accordance with the advisory agreement in respect of the Series);
(vvvvvvv) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(wwwwwww) fourthly, in payment or satisfaction of the Issuer series
fees and expenses in respect of the Securities;
(xxxxxxx) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(yyyyyyy) sixthly, in payment or delivery of any early
redemption amount (after taking into account any deduction or payment of any
applicable early redemption fee) owing to the securityholders pari passu (the
number of Securities held by each individual securityholder shall be
aggregated in making such determination); and
(zzzzzzz) seventhly, in payment of the balance (if
any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated Gold EH
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
443
444 (i) Series:
(ii) Tranche Number:
445 Series Currency:
446 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
447 Issue Price:
448 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
449 (ciii) Issue Date of this Tranche of Securities: Gold
EH
(civ) Date on which Board approval for issuance of Securities obtained: 12 May 2025
450 Maturity Date: Open Ended
451 Coupon: N/A
TRANSACTION PARTIES
452 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
453 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
454 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
455 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
456 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
457 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
458 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
459 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
449
(ciii) Issue Date of this Tranche of Securities:
Gold
EH
(civ) Date on which Board approval for issuance of Securities obtained:
12 May 2025
450
Maturity Date:
Open Ended
451
Coupon:
N/A
TRANSACTION PARTIES
452
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
453
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
454
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
455
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
456
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
457
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
458
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
459
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
183 LISTING
(cv) Listing and admission to trading:
(cvi) Relevant Stock Exchange(s):
184 NOTIFICATION
185 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 Securities has an interest material to
the offer.
186 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
187 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
188 OPERATIONAL INFORMATION
ISIN: 159
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
189 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due Gold EH issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: 159.
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 159.
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(aaa) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(bbb) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(aaaa) the Issuer has defaulted for more
than 14 calendar days in the payment of any sum or delivery of any Metal due
in respect of the Securities or any of them;
(bbbb) the Issuer does not perform or comply
with any one or more of its material obligations under the Securities, the
trust deed or the security deed in respect of the Series, 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 calendar days (or such
longer period as the trustee may permit) after notice of such default shall
have been given to the Issuer by the trustee (and, for these purposes, a
failure to perform or comply with an obligation shall be deemed to be
remediable notwithstanding that the failure results from not doing an act or
thing by a particular time); or
(cccc) a bankruptcy event has occurred
with respect to the Issuer.
Governing Law
In respect of the Series:
(aaa) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(bbb) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(aaaaaaaa) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(bbbbbbbb) secondly, in payment or satisfaction of all fees,
costs, charges, expenses, liabilities and other amounts properly incurred by
or payable to the trustee or any receiver in connection with an early
redemption and/or an event of default relating to the Series under or pursuant
to the security deed, trust deed and/or any other transaction document in
respect of the Series (which shall include, without limitation, any taxes
required to be paid by the trustee (other than any income, corporation or
similar tax in respect of the trustee's remuneration) and the costs of
enforcing or realising all or some of the security, but shall exclude agreed
fees and expenses of a standard and operational nature payable by the adviser
in accordance with the advisory agreement in respect of the Series);
(cccccccc) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(dddddddd) fourthly, in payment or satisfaction of the Issuer
series fees and expenses in respect of the Securities;
(eeeeeeee) fifthly, in settlement of any valid buy-back orders
that have been accepted and processed but not yet settled through no fault of
the relevant securityholders;
(ffffffff) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(gggggggg) seventhly, in payment of the balance (if any) to
the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 159.
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(aaa) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(bbb) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(aaaa) the Issuer has defaulted for more
than 14 calendar days in the payment of any sum or delivery of any Metal due
in respect of the Securities or any of them;
(bbbb) the Issuer does not perform or comply
with any one or more of its material obligations under the Securities, the
trust deed or the security deed in respect of the Series, 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 calendar days (or such
longer period as the trustee may permit) after notice of such default shall
have been given to the Issuer by the trustee (and, for these purposes, a
failure to perform or comply with an obligation shall be deemed to be
remediable notwithstanding that the failure results from not doing an act or
thing by a particular time); or
(cccc) a bankruptcy event has occurred
with respect to the Issuer.
Governing Law
In respect of the Series:
(aaa) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(bbb) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(aaaaaaaa) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(bbbbbbbb) secondly, in payment or satisfaction of all fees,
costs, charges, expenses, liabilities and other amounts properly incurred by
or payable to the trustee or any receiver in connection with an early
redemption and/or an event of default relating to the Series under or pursuant
to the security deed, trust deed and/or any other transaction document in
respect of the Series (which shall include, without limitation, any taxes
required to be paid by the trustee (other than any income, corporation or
similar tax in respect of the trustee's remuneration) and the costs of
enforcing or realising all or some of the security, but shall exclude agreed
fees and expenses of a standard and operational nature payable by the adviser
in accordance with the advisory agreement in respect of the Series);
(cccccccc) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(dddddddd) fourthly, in payment or satisfaction of the Issuer
series fees and expenses in respect of the Securities;
(eeeeeeee) fifthly, in settlement of any valid buy-back orders
that have been accepted and processed but not yet settled through no fault of
the relevant securityholders;
(ffffffff) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(gggggggg) seventhly, in payment of the balance (if any) to
the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated Gold GBP
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
460
461 (i) Series:
(ii) Tranche Number:
462 Series Currency:
463 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
464 Issue Price:
465 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
466 (cvii) Issue Date of this Tranche of Securities: Gold
GBP
(cviii) Date on which Board approval for issuance of Securities 12 May 2025
obtained:
467 Maturity Date: Open Ended
468 Coupon: N/A
TRANSACTION PARTIES
469 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
470 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
471 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
472 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
473 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
474 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
475 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
476 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
466
(cvii) Issue Date of this Tranche of Securities:
Gold
GBP
(cviii) Date on which Board approval for issuance of Securities
obtained:
12 May 2025
467
Maturity Date:
Open Ended
468
Coupon:
N/A
TRANSACTION PARTIES
469
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
470
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
471
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
472
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
473
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
474
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
475
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
476
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
190 LISTING
(cix) Listing and admission to trading:
(cx) Relevant Stock Exchange(s):
191 NOTIFICATION
192 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 Securities has an interest material to
the offer.
193 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
194 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
195 OPERATIONAL INFORMATION
ISIN: 119
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
196 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due Gold GBP issued under the Issuer's
Secured Precious Metal Linked Securities Programme. ISIN Code: 119.
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 119.
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ccc) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(ddd) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(dddd) the Issuer has defaulted for more
than 14 calendar days in the payment of any sum or delivery of any Metal due
in respect of the Securities or any of them;
(eeee) the Issuer does not perform or comply
with any one or more of its material obligations under the Securities, the
trust deed or the security deed in respect of the Series, 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 calendar days (or such
longer period as the trustee may permit) after notice of such default shall
have been given to the Issuer by the trustee (and, for these purposes, a
failure to perform or comply with an obligation shall be deemed to be
remediable notwithstanding that the failure results from not doing an act or
thing by a particular time); or
(ffff) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(ccc) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(ddd) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(hhhhhhhh) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(iiiiiiii) secondly, in payment or
satisfaction of all fees, costs, charges, expenses, liabilities and other
amounts properly incurred by or payable to the trustee or any receiver in
connection with an early redemption and/or an event of default relating to the
Series under or pursuant to the security deed, trust deed and/or any other
transaction document in respect of the Series (which shall include, without
limitation, any taxes required to be paid by the trustee (other than any
income, corporation or similar tax in respect of the trustee's remuneration)
and the costs of enforcing or realising all or some of the security, but shall
exclude agreed fees and expenses of a standard and operational nature payable
by the adviser in accordance with the advisory agreement in respect of the
Series);
(jjjjjjjj) thirdly, in payment or
satisfaction of any accrued and unpaid sale proceeds of TER metal (being an
amount of Metal determined by the administrator in respect of the Series to be
sold pursuant to a TER metal sale notice) to the adviser in accordance with
the advisory agreement in respect of the Series;
(kkkkkkkk) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(llllllll) fifthly, in settlement of any
valid buy-back orders that have been accepted and processed but not yet
settled through no fault of the relevant securityholders;
(mmmmmmmm) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(nnnnnnnn) seventhly, in payment of the balance (if any) to
the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 119.
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ccc) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(ddd) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(dddd) the Issuer has defaulted for more
than 14 calendar days in the payment of any sum or delivery of any Metal due
in respect of the Securities or any of them;
(eeee) the Issuer does not perform or comply
with any one or more of its material obligations under the Securities, the
trust deed or the security deed in respect of the Series, 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 calendar days (or such
longer period as the trustee may permit) after notice of such default shall
have been given to the Issuer by the trustee (and, for these purposes, a
failure to perform or comply with an obligation shall be deemed to be
remediable notwithstanding that the failure results from not doing an act or
thing by a particular time); or
(ffff) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(ccc) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(ddd) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(hhhhhhhh) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(iiiiiiii) secondly, in payment or
satisfaction of all fees, costs, charges, expenses, liabilities and other
amounts properly incurred by or payable to the trustee or any receiver in
connection with an early redemption and/or an event of default relating to the
Series under or pursuant to the security deed, trust deed and/or any other
transaction document in respect of the Series (which shall include, without
limitation, any taxes required to be paid by the trustee (other than any
income, corporation or similar tax in respect of the trustee's remuneration)
and the costs of enforcing or realising all or some of the security, but shall
exclude agreed fees and expenses of a standard and operational nature payable
by the adviser in accordance with the advisory agreement in respect of the
Series);
(jjjjjjjj) thirdly, in payment or
satisfaction of any accrued and unpaid sale proceeds of TER metal (being an
amount of Metal determined by the administrator in respect of the Series to be
sold pursuant to a TER metal sale notice) to the adviser in accordance with
the advisory agreement in respect of the Series;
(kkkkkkkk) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(llllllll) fifthly, in settlement of any
valid buy-back orders that have been accepted and processed but not yet
settled through no fault of the relevant securityholders;
(mmmmmmmm) sixthly, in payment or delivery of
any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(nnnnnnnn) seventhly, in payment of the balance (if any) to
the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated Silver
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
477
478 (i) Series:
(ii) Tranche Number:
479 Series Currency:
480 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
481 Issue Price:
482 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
483 (cxi) Issue Date of this Tranche of Securities: Silver
(cxii) Date on which Board approval for issuance of Securities 12 May 2025
obtained:
484 Maturity Date: Open Ended
485 Coupon: N/A
TRANSACTION PARTIES
486 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
487 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
488 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
489 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
490 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
491 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
492 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
493 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
483
(cxi) Issue Date of this Tranche of Securities:
Silver
(cxii) Date on which Board approval for issuance of Securities
obtained:
12 May 2025
484
Maturity Date:
Open Ended
485
Coupon:
N/A
TRANSACTION PARTIES
486
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
487
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
488
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
489
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
490
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
491
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
492
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
493
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
197 LISTING
(cxiii) Listing and admission to trading:
(cxiv) Relevant Stock Exchange(s):
198 NOTIFICATION
199 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 Securities has an interest material to
the offer.
200 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
201 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
202 OPERATIONAL INFORMATION
ISIN: 1017
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
203 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due Silver issued under the Issuer's Secured
Precious Metal Linked Securities Programme. ISIN Code: 1017.
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 1017.
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(eee) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(fff) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(gggg) the Issuer has defaulted for more
than 14 calendar days in the payment of any sum or delivery of any Metal due
in respect of the Securities or any of them;
(hhhh) the Issuer does not perform or comply
with any one or more of its material obligations under the Securities, the
trust deed or the security deed in respect of the Series, 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 calendar days (or such
longer period as the trustee may permit) after notice of such default shall
have been given to the Issuer by the trustee (and, for these purposes, a
failure to perform or comply with an obligation shall be deemed to be
remediable notwithstanding that the failure results from not doing an act or
thing by a particular time); or
(iiii) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(eee) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(fff) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(oooooooo) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(pppppppp) secondly, in payment or satisfaction of all fees,
costs, charges, expenses, liabilities and other amounts properly incurred by
or payable to the trustee or any receiver in connection with an early
redemption and/or an event of default relating to the Series under or pursuant
to the security deed, trust deed and/or any other transaction document in
respect of the Series (which shall include, without limitation, any taxes
required to be paid by the trustee (other than any income, corporation or
similar tax in respect of the trustee's remuneration) and the costs of
enforcing or realising all or some of the security, but shall exclude agreed
fees and expenses of a standard and operational nature payable by the adviser
in accordance with the advisory agreement in respect of the Series);
(qqqqqqqq) thirdly, in payment or satisfaction of any accrued
and unpaid sale proceeds of TER metal (being an amount of Metal determined by
the administrator in respect of the Series to be sold pursuant to a TER metal
sale notice) to the adviser in accordance with the advisory agreement in
respect of the Series;
(rrrrrrrr) fourthly, in payment or
satisfaction of the Issuer series fees and expenses in respect of the
Securities;
(ssssssss) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(tttttttt) sixthly, in payment or delivery
of any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(uuuuuuuu) seventhly, in payment of the balance (if any) to
the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 1017.
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(eee) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(fff) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(gggg) the Issuer has defaulted for more
than 14 calendar days in the payment of any sum or delivery of any Metal due
in respect of the Securities or any of them;
(hhhh) the Issuer does not perform or comply
with any one or more of its material obligations under the Securities, the
trust deed or the security deed in respect of the Series, 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 calendar days (or such
longer period as the trustee may permit) after notice of such default shall
have been given to the Issuer by the trustee (and, for these purposes, a
failure to perform or comply with an obligation shall be deemed to be
remediable notwithstanding that the failure results from not doing an act or
thing by a particular time); or
(iiii) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(eee) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(fff) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(oooooooo) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(pppppppp) secondly, in payment or satisfaction of all fees,
costs, charges, expenses, liabilities and other amounts properly incurred by
or payable to the trustee or any receiver in connection with an early
redemption and/or an event of default relating to the Series under or pursuant
to the security deed, trust deed and/or any other transaction document in
respect of the Series (which shall include, without limitation, any taxes
required to be paid by the trustee (other than any income, corporation or
similar tax in respect of the trustee's remuneration) and the costs of
enforcing or realising all or some of the security, but shall exclude agreed
fees and expenses of a standard and operational nature payable by the adviser
in accordance with the advisory agreement in respect of the Series);
(qqqqqqqq) thirdly, in payment or satisfaction of any accrued
and unpaid sale proceeds of TER metal (being an amount of Metal determined by
the administrator in respect of the Series to be sold pursuant to a TER metal
sale notice) to the adviser in accordance with the advisory agreement in
respect of the Series;
(rrrrrrrr) fourthly, in payment or
satisfaction of the Issuer series fees and expenses in respect of the
Securities;
(ssssssss) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(tttttttt) sixthly, in payment or delivery
of any early redemption amount (after taking into account any deduction or
payment of any applicable early redemption fee) owing to the securityholders
pari passu (the number of Securities held by each individual securityholder
shall be aggregated in making such determination); and
(uuuuuuuu) seventhly, in payment of the balance (if any) to
the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated Platinum
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
494
495 (i) Series:
(ii) Tranche Number:
496 Series Currency:
497 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
498 Issue Price:
499 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
500 (cxv) Issue Date of this Tranche of Securities: Platinum
(cxvi) Date on which Board approval for issuance of Securities obtained: 12 May 2025
501 Maturity Date: Open Ended
502 Coupon: N/A
TRANSACTION PARTIES
503 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
504 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
505 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
506 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
507 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
508 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
509 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
510 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
500
(cxv) Issue Date of this Tranche of Securities:
Platinum
(cxvi) Date on which Board approval for issuance of Securities obtained:
12 May 2025
501
Maturity Date:
Open Ended
502
Coupon:
N/A
TRANSACTION PARTIES
503
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
504
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
505
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
506
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
507
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
508
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
509
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
510
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
204 LISTING
(cxvii) Listing and admission to trading:
(cxviii) Relevant Stock Exchange(s):
205 NOTIFICATION
206 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 Securities has an interest material to
the offer.
207 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
208 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
209 OPERATIONAL INFORMATION
ISIN: 337
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
210 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due Platinum issued under the Issuer's
Secured Precious Metal Linked Securities Programme. ISIN Code: 337.
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 337.
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ggg) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(hhh) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(jjjj) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(kkkk) the Issuer does not perform or
comply with any one or more of its material obligations under the Securities,
the trust deed or the security deed in respect of the Series, 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 calendar days (or such
longer period as the trustee may permit) after notice of such default shall
have been given to the Issuer by the trustee (and, for these purposes, a
failure to perform or comply with an obligation shall be deemed to be
remediable notwithstanding that the failure results from not doing an act or
thing by a particular time); or
(llll) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(ggg) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(hhh) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(vvvvvvvv) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(wwwwwwww) secondly, in payment or satisfaction of all fees, costs,
charges, expenses, liabilities and other amounts properly incurred by or
payable to the trustee or any receiver in connection with an early redemption
and/or an event of default relating to the Series under or pursuant to the
security deed, trust deed and/or any other transaction document in respect of
the Series (which shall include, without limitation, any taxes required to be
paid by the trustee (other than any income, corporation or similar tax in
respect of the trustee's remuneration) and the costs of enforcing or realising
all or some of the security, but shall exclude agreed fees and expenses of a
standard and operational nature payable by the adviser in accordance with the
advisory agreement in respect of the Series);
(xxxxxxxx) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(yyyyyyyy) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(zzzzzzzz) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(aaaaaaaaa) sixthly, in payment or delivery of any early redemption
amount (after taking into account any deduction or payment of any applicable
early redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(bbbbbbbbb) seventhly, in payment of the balance (if any) to the
Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 337.
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(ggg) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(hhh) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(jjjj) the Issuer has defaulted for more than 14 calendar days in the payment
of any sum or delivery of any Metal due in respect of the Securities or any of
them;
(kkkk) the Issuer does not perform or
comply with any one or more of its material obligations under the Securities,
the trust deed or the security deed in respect of the Series, 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 calendar days (or such
longer period as the trustee may permit) after notice of such default shall
have been given to the Issuer by the trustee (and, for these purposes, a
failure to perform or comply with an obligation shall be deemed to be
remediable notwithstanding that the failure results from not doing an act or
thing by a particular time); or
(llll) a bankruptcy event has occurred with respect to the Issuer.
Governing Law
In respect of the Series:
(ggg) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(hhh) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(vvvvvvvv) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(wwwwwwww) secondly, in payment or satisfaction of all fees, costs,
charges, expenses, liabilities and other amounts properly incurred by or
payable to the trustee or any receiver in connection with an early redemption
and/or an event of default relating to the Series under or pursuant to the
security deed, trust deed and/or any other transaction document in respect of
the Series (which shall include, without limitation, any taxes required to be
paid by the trustee (other than any income, corporation or similar tax in
respect of the trustee's remuneration) and the costs of enforcing or realising
all or some of the security, but shall exclude agreed fees and expenses of a
standard and operational nature payable by the adviser in accordance with the
advisory agreement in respect of the Series);
(xxxxxxxx) thirdly, in payment or satisfaction of any
accrued and unpaid sale proceeds of TER metal (being an amount of Metal
determined by the administrator in respect of the Series to be sold pursuant
to a TER metal sale notice) to the adviser in accordance with the advisory
agreement in respect of the Series;
(yyyyyyyy) fourthly, in payment or satisfaction of the
Issuer series fees and expenses in respect of the Securities;
(zzzzzzzz) fifthly, in settlement of any valid buy-back
orders that have been accepted and processed but not yet settled through no
fault of the relevant securityholders;
(aaaaaaaaa) sixthly, in payment or delivery of any early redemption
amount (after taking into account any deduction or payment of any applicable
early redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(bbbbbbbbb) seventhly, in payment of the balance (if any) to the
Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
FORM OF FINAL TERMS
Final Terms dated Palladium
iSHARES PHYSICAL METALS PLC
Issue of Securities of
being the Tranche Number of issued under its Secured Precious Metal Linked
Securities Programme (the "Securities")
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions set forth in this Base Prospectus dated 12 May 2025 a Base
Prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and for the purposes of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
This document constitutes the final terms of the Securities described herein
for the purposes of Article 8(4) of the Prospectus Regulation and for the
purposes of Article 8.4 of the UK Prospectus Regulation, and must be read in
conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Securities is only available on the basis of the combination of
these Final Terms and this Base Prospectus. This Base Prospectus, KIDs and any
Supplement to this Base Prospectus are available for viewing on the website
maintained on behalf of the Issuer at www.iShares.com (http://www.iShares.com)
, at the registered office of the Issuer and at the specified office of the
Initial Registrar [and the Paying Agent(s)] and copies may be obtained from
the office of the Initial Registrar [or the Paying Agent(s)]. A summary of the
individual issue is annexed to these Final Terms.
The Securities are not subject to the approval of, or supervision by, the
Swiss Financial Market Supervisory Authority ("FINMA") and investors in the
Securities will not benefit from supervision by FINMA. Securities issued under
the Programme do not constitute participations in a collective investment
scheme within the meaning of the Swiss Federal Act on Collective Investment
Schemes of 23 June 2006 ("CISA"), as amended. Securities issued under the
Programme are neither issued nor guaranteed by a Swiss financial intermediary.
Investors are exposed to the credit risk of the Issuer.
All provisions in the Conditions corresponding to items in these Final Terms
which are indicated as not applicable, not completed or deleted shall be
deemed to be deleted from the Conditions.
Issuer: iShares Physical Metals
plc
511
512 (i) Series:
(ii) Tranche Number:
513 Series Currency:
514 Number of Securities of the Series:
(i) Prior to the issue of the Tranche of Securities to which these Final
Terms relate:
(ii) Immediately following the issue of the Tranche of Securities to
which these Final Terms relate:
(iii) Comprising the Tranche of Securities to which these Final Terms
relate:
515 Issue Price:
516 Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
517 (cxix) Issue Date of this Tranche of Securities: Palladium
(cxx) Date on which Board approval for issuance of Securities 12 May 2025
obtained:
518 Maturity Date: Open Ended
519 Coupon: N/A
TRANSACTION PARTIES
520 Authorised Participant(s): As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
521 Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
which these Final Terms relate):
522 Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
to which these Final Terms relate): Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
523 Paying Agent(s): Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
524 Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
525 Subscription Fee (as at the Issue Date of the Tranche of Securities to which N/A
these Final Terms relate):
526 Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these N/A
Final Terms relate):
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
527 Non-exempt Offer: An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Metal Entitlement pertaining to the Subscription Trade Date of the Tranche of
Securities to which these Final Terms relate (if not the first Tranche of
Securities of the Series):
517
(cxix) Issue Date of this Tranche of Securities:
Palladium
(cxx) Date on which Board approval for issuance of Securities
obtained:
12 May 2025
518
Maturity Date:
Open Ended
519
Coupon:
N/A
TRANSACTION PARTIES
520
Authorised Participant(s):
As at the Issue Date of the Tranche of Securities to which these Final Terms
relate:
Susquehanna Ireland Limited, whose registered office is at International
Centre, Memorial Road, IFSC, Dublin 1, D01 T6T0; Credit Suisse Securities
(Europe) Limited, whose registered office is at One Cabot Square, London E14
4QJ, United Kingdom; Morgan Stanley & Co International Plc, whose
registered office is at 25 Cabot Square, Canary Wharf, London E14 4Q, United
Kingdom; Virtu Financial Ireland Limited, whose registered office is at
Whitaker Court, Sir John Rogerson's Quay, Dublin 2, D02 W5; Jane Street
Financial Limited, whose registered office is at 2 & A Half, Devonshire
Square, London, England, EC2M 4UJ; Merrill Lynch International whose
registered office is at 2 King Edward Street, London EC1A 1HQ, United Kingdom;
Flow Traders B.V., whose registered office is at Jacob Bontiusplaats 9, 1018
LL Amsterdam, the Netherlands; Optiver VOF, whose registered office is at
Strawinskylaan 3095i, Amsterdam, 1077 ZX, the Netherlands; Citigroup Global
Markets Limited, whose registered office is at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB; and HSBC Bank Plc, whose registered
office is at 8 Canada Square, London, E14 5HQ United Kingdom.
The full list of Authorised Participants in respect of the Series from time to
time will be published on the website maintained on behalf of the Issuer at
www.iShares.com (http://www.iShares.com) (or such other website as may be
notified to Securityholders).
521
Metal Counterparty(ies) (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
JPMorgan Chase Bank, N.A., London Branch, 25 Bank Street, London E14 5JP
522
Trading Counterparty(ies) (as at the Issue Date of the Tranche of Securities
to which these Final Terms relate):
In respect of Metal Trades: JPMorgan Chase Bank, N.A., London Branch, 25 Bank
Street, London E14 5JP
In respect of Currency Hedging Trades: State Street Bank and Trust Company,
London Branch, 20 Churchill Place
Canary Wharf, London E14 5EU
523
Paying Agent(s):
Citibank N.A. London Branch Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB
PROVISIONS RELATING TO FEES
524
Total Expense Ratio (as at the Issue Date of the Tranche of Securities to
which these Final Terms relate):
525
Subscription Fee (as at the Issue Date of the Tranche of Securities to which
these Final Terms relate):
N/A
526
Buy-Back Fee (as at the Issue Date of the Tranche of Securities to which these
Final Terms relate):
N/A
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
527
Non-exempt Offer:
An offer of the Securities may be made by the Authorised Participant(s) other
than pursuant to Article 1(4) of the Prospectus Regulation in and any other
Member State where this Base Prospectus (and any supplements) have been
notified to the competent authority in that Member State and published in
accordance with the Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted
to trading the Tranche of Securities described herein pursuant to the Secured
Precious Metal Linked Securities Programme.
Signed on behalf of the Issuer:
By:
Duly authorised
Part B - Other Information
211 LISTING
(cxxi) Listing and admission to trading:
(cxxii) Relevant Stock Exchange(s):
212 NOTIFICATION
213 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 Securities has an interest material to
the offer.
214 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Use of Proceeds" in this Base Prospectus.
Estimated net proceeds: Not applicable
215 PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL
London Prices for gold, silver, platinum and palladium are published
immediately by the various news agencies. Data in relation to gold and silver
prices (including their past and future performance and volatility) may be
obtained free of charge on the LBMA website
(http://www.lbma.org.uk/precious-metal-prices#/
(http://www.lbma.org.uk/precious-metal-prices#/) ). Data in relation to
platinum and palladium prices (including their past and future performance and
volatility) may be obtained free of charge on the LPPM website
(www.lppm.com/data/ (http://www.lppm.com/data/) ).
See also description of the Metal in the section entitled "Precious Metals
Market Overview" in this Base Prospectus.
216 OPERATIONAL INFORMATION
ISIN: 182
SEDOL:
WKN (if applicable):
Relevant Clearing System(s): Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
Delivery: Delivery free of payment.
Trading Method: Units
Minimum Trading Amount: At least 1 unit
Maximum Issue Size: The aggregate number of units of the Series, of which this Tranche forms a
part, which are outstanding from time to time will not exceed an up-to amount
of 300,000,000,000 units.
217 GENERAL
Applicable TEFRA exemption: Not Applicable
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the Securities
Tranche of Series Securities due Palladium issued under the Issuer's
Secured Precious Metal Linked Securities Programme. ISIN Code: 182.
A.1.2 Identity and contact details of the issuer, including its legal entity
identifier (LEI)
iShares Physical Metals plc (the "Issuer") is a public limited company
incorporated in Ireland. Its registered address is at 200 Capital Dock, 79 Sir
John Rogerson's Quay, Dublin 2, DO2 RK57, Ireland. The Issuer's telephone
number is +353 1 612 3000 and its legal entity identifier is
549300T2ISPWHQ8IPF83.
A.1.3 Identity and contact details of the competent authority approving the Base
Prospectus
The Base Prospectus has been approved by [the Central Bank of Ireland (the
"Central Bank") as competent authority, with its head office at Central Bank
of Ireland, PO Box 559, New Wapping Street, Dublin 2 and telephone number:
+353 1 2244000, in accordance with Regulation (EU) 2017/1129 (the "Prospectus
Regulation")]/[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 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 12 May 2025
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of [the Prospectus
Regulation]/[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 should be based on consideration of the Base
Prospectus as a whole by the investor. Any investor could lose all or part of
their invested capital and, where any investor's liability is not limited to
the amount of the investment, it could lose more than the invested capital.
[Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the member states of the European Economic Area, have to bear
the costs of translating the 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 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 Securities.
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 and has its registered address in Ireland. Its
legal entity identifier is 549300T2ISPWHQ8IPF83. The Issuer was registered and
incorporated in Ireland as a public limited company on 7 February 2011 under
the Irish Companies Act, registration number 494696.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle for the purpose
of issuing asset backed securities (the "Securities").
B.1.3 Major Shareholders
The Issuer has an authorised share capital of €100,000. The Issuer has
issued 40,000 ordinary shares, all of which are fully paid. All such issued
ordinary shares are held by Wilmington Trust SP Services (Dublin) Limited on
trust for charitable purposes.
B.1.4 Key managing directors
Kevin O'Brien, Laura Callanan and Fiona Mulcahy
B.1.5 Identity of the statutory auditors
Ernst & Young
B.2 What is the key financial information regarding the Issuer?
The summary information below is extracted from the Issuer's statement of
financial position as at 30 April 2024 and 30 April 2023:
2024 2023
Total current assets US$15,662,317,181 US$16,168,790,020
Total equity US$57,722 US$57,347
Total current liabilities US$15,662,259,459 US$16,168,732,673
Total equity and liabilities US$15,662,317,181 US$16,168,790,020
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the Securities?
C.1.1 Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 182.
C.1.2 Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3 Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(iii) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(jjj) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(mmmm) the Issuer has defaulted for more than 14
calendar days in the payment of any sum or delivery of any Metal due in
respect of the Securities or any of them;
(nnnn) the Issuer does not perform or comply
with any one or more of its material obligations under the Securities, the
trust deed or the security deed in respect of the Series, 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 calendar days (or such
longer period as the trustee may permit) after notice of such default shall
have been given to the Issuer by the trustee (and, for these purposes, a
failure to perform or comply with an obligation shall be deemed to be
remediable notwithstanding that the failure results from not doing an act or
thing by a particular time); or
(oooo) a bankruptcy event has occurred with
respect to the Issuer.
Governing Law
In respect of the Series:
(iii) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(jjj) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(ccccccccc) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(ddddddddd) secondly, in payment or satisfaction of all fees, costs,
charges, expenses, liabilities and other amounts properly incurred by or
payable to the trustee or any receiver in connection with an early redemption
and/or an event of default relating to the Series under or pursuant to the
security deed, trust deed and/or any other transaction document in respect of
the Series (which shall include, without limitation, any taxes required to be
paid by the trustee (other than any income, corporation or similar tax in
respect of the trustee's remuneration) and the costs of enforcing or realising
all or some of the security, but shall exclude agreed fees and expenses of a
standard and operational nature payable by the adviser in accordance with the
advisory agreement in respect of the Series);
(eeeeeeeee) thirdly, in payment or satisfaction of any accrued and
unpaid sale proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(fffffffff) fourthly, in payment or satisfaction
of the Issuer series fees and expenses in respect of the Securities;
(ggggggggg) fifthly, in settlement of any valid buy-back orders that
have been accepted and processed but not yet settled through no fault of the
relevant securityholders;
(hhhhhhhhh) sixthly, in payment or delivery of any early redemption
amount (after taking into account any deduction or payment of any applicable
early redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(iiiiiiiii) seventhly, in payment of the
balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4 Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2 Where will the Securities be traded?
C.3 What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2 Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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 Securities are secured.
Accordingly, claims of any securityholder against the Issuer may be
extinguished if there is a shortfall in funds available to the Issuer in order
to meet its payment obligations under the Securities.
C. KEY INFORMATION ON THE SECURITIES
C.1
What are the main features of the Securities?
C.1.1
Type, class and ISIN
The Securities are precious metal-linked securities represented by a
registered global certificate. The ISIN Code of the Securities is 182.
C.1.2
Currency, denomination, par value, number of securities issued and duration
The Securities are denominated in U.S. dollars (the "Series Currency"). The
Securities are undated and have no final maturity date. As at the issue date
of the above Tranche of Securities, there will be Securities of the Series
in issue. The Securities do not have a denomination but are treated by the
Issuer as having a denomination of .
C.1.3
Rights attached to the Securities
Overview
The Securities constitute secured, limited recourse obligations of the Issuer
issued in Series in the form of debt securities, at all times ranking pari
passu and without any preference among themselves. The Securities are undated,
with no final maturity date.
The "Metal" to which the Securities are linked is . Each Security will have a
metal entitlement expressed as an amount in weight of the Metal. No payments
will be due to securityholders during the life of the Securities, other than
on early redemption of the Securities.
During the life of the Securities, securityholders can, through financial
intermediaries, buy and sell Securities on each exchange on which the
Securities are listed from time to time. Only the authorised participants in
respect of the Series specified in the Final Terms can subscribe for
Securities directly from the Issuer and request the Issuer to buy back
Securities of such Series, except in limited circumstances.
However, on an early redemption, each Security will, by default, be redeemed
for a cash amount in USD being the sale proceeds of the metal entitlement as
at the relevant early redemption trade date (save that eligible authorised
participants may elect to receive the metal entitlement in Metal) subject to
the deduction of an early redemption fee (and after payment and/or delivery in
respect of the Issuer's obligations owing to prior ranking creditors).
CDIs
CREST Depositary Limited will issue dematerialised CREST Depositary Interests
or "CDIs", which represent an indirect interest in the Securities. CDIs are
separate legal instruments from the Securities and are transferable through
Euroclear UK and Ireland Limited (CREST).
Metal Entitlement
The initial metal entitlement, being the metal entitlement on the issue date
of the first tranche of the Series, is the amount of Metal per Security equal
to .
On each subsequent day, the metal entitlement in respect of each Security is
reduced at a rate equal to the portion of the total expense ratio (described
below) applicable to such day.
Interest
The Securities are non-interest bearing.
Redemption
Early Redemption of the Securities
If an early redemption event occurs or the trustee in respect of the Series
serves an event of default redemption notice with respect to the Securities,
all Securities of the Series will be redeemed.
An early redemption event will occur following the giving of the relevant
notice if:
(iii) the Issuer exercises its call option at any time by giving 10 days'
notice that it is redeeming the Series;
(jjj) certain legal or regulatory changes occur in relation to the Issuer;
(c) the Issuer is, or there is a substantial likelihood that it
will be, required to make a payment in respect of, register for or account for
VAT;
(d) certain key service providers of the Issuer resign or their
appointment is terminated and no successor has been appointed within 60 days;
(e) the currency hedging arrangements with a trading counterparty
of the Issuer are terminated and not replaced within 10 business days; or
(f) a trading counterparty fails to pay to the Issuer an amount
equal to any currency hedging gains due to be paid to the Issuer or fails to
deliver to the Issuer the required amount of Metal deliverable to the Issuer
in realisation of any currency hedging gains made by the Issuer.
The trustee may serve an event of default redemption notice if (i) the Issuer
has defaulted for more than 14 days in a payment or delivery in respect of the
Securities; (ii) the Issuer does not perform or comply with a material
obligation under the terms of the Securities, security deed or trust deed
relating to the Series after the expiry of the relevant grace period; or (iii)
a bankruptcy event has occurred with respect to the Issuer.
Early Redemption Amount
On an early redemption, each Security will, by default, be redeemed for a cash
amount in the Series Currency equal to the sale proceeds of the metal
entitlement as at the relevant early redemption trade date, subject to the
deduction of an early redemption fee equal to the costs incurred by or on
behalf of the Issuer in connection with such early redemption (and after
payment and/or delivery in respect of the Issuer's obligations owing to prior
ranking creditors). Authorised participants holding Securities (either
directly or via a nominee) may elect to instead receive, subject to the
payment of the early redemption fee and provided certain notice requirements
are fulfilled, an early redemption amount by way of physical delivery of Metal
in an amount equal to the metal entitlement of the relevant Securities as at
the relevant early redemption trade date.
Notwithstanding the above, securityholders (other than authorised participants
who have elected to receive physical delivery) may elect to receive in lieu of
the amounts described above a cash amount in USD equal to the principal amount
in respect of the Securities, being a minimum principal amount payable,
subject to the limited recourse provisions, to securityholders of the relevant
Security.
Withholding Tax
All payments in respect of the Securities will 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 tax
applies to payments and/or deliveries in respect of the Securities, the
securityholders will be subject to such tax or deduction and will not be
entitled to receive amounts to compensate for any such tax or deduction. No
event of default in respect of the Securities will occur as a result of any
such withholding or deduction.
Events of Default
If an event of default occurs in respect of the Securities and the trustee
gives the relevant notice, the Securities will immediately become due and
payable at their early redemption amount (unless such Securities are already
due and payable before such time). The security over the property in respect
of which the Securities are secured will also become enforceable upon the
service of such notice.
The events of default are:
(mmmm) the Issuer has defaulted for more than 14
calendar days in the payment of any sum or delivery of any Metal due in
respect of the Securities or any of them;
(nnnn) the Issuer does not perform or comply
with any one or more of its material obligations under the Securities, the
trust deed or the security deed in respect of the Series, 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 calendar days (or such
longer period as the trustee may permit) after notice of such default shall
have been given to the Issuer by the trustee (and, for these purposes, a
failure to perform or comply with an obligation shall be deemed to be
remediable notwithstanding that the failure results from not doing an act or
thing by a particular time); or
(oooo) a bankruptcy event has occurred with
respect to the Issuer.
Governing Law
In respect of the Series:
(iii) the Securities (and the trust deed constituting them) will be governed
by Irish law; and
(jjj) the security deed and the other transaction documents will be governed
by English law.
Security
The Securities are secured, limited recourse obligations of the Issuer which
rank equally among themselves. The main items of secured property are Metal in
allocated form held by or on behalf of the Issuer (through the custodian
and/or sub-custodians) in the allocated account(s) in respect of the Series
and its contractual rights under the relevant documents for the Series.
New securities issued which form a single series with Securities already in
issue and which are expressed to be constituted by the same trust deed and
secured by the same security deed will, upon issue thereof by the Issuer, be
secured by the same secured property of the Series (as increased or
supplemented in connection with such issue of new securities).
The secured property in respect of the Series will secure, pursuant to an
English law governed security deed, the obligations of the Issuer to
securityholders under the Securities and other obligations of the Issuer in
respect of the Series.
Limited Recourse
Securityholders will have recourse only to the secured property in respect of
the Series, subject always to the security deed for the Series, and not to any
other assets of the Issuer. If, following realisation in full of the secured
property of the Series and application of available assets, any outstanding
claim against the Issuer relating to the Series remains unsatisfied, then such
outstanding claim will be extinguished and no obligation will be owed by the
Issuer in respect thereof.
Order of Priorities
Following (i) an early redemption trade date, the Issuer shall; or (ii) the
service of an event of default redemption notice, the trustee shall (subject
to the provisions of the trust deed and the security deed in respect of the
Series) apply the secured property and proceeds derived from the realisation
of the secured property in respect of the Series (whether by way of
liquidation or enforcement and after taking account of any taxes incurred,
withheld or deducted by or on behalf of the Issuer) as follows:
(ccccccccc) first, in delivery to the custodian or relevant
sub-custodian (as applicable) of the over-allocated Metal;
(ddddddddd) secondly, in payment or satisfaction of all fees, costs,
charges, expenses, liabilities and other amounts properly incurred by or
payable to the trustee or any receiver in connection with an early redemption
and/or an event of default relating to the Series under or pursuant to the
security deed, trust deed and/or any other transaction document in respect of
the Series (which shall include, without limitation, any taxes required to be
paid by the trustee (other than any income, corporation or similar tax in
respect of the trustee's remuneration) and the costs of enforcing or realising
all or some of the security, but shall exclude agreed fees and expenses of a
standard and operational nature payable by the adviser in accordance with the
advisory agreement in respect of the Series);
(eeeeeeeee) thirdly, in payment or satisfaction of any accrued and
unpaid sale proceeds of TER metal (being an amount of Metal determined by the
administrator in respect of the Series to be sold pursuant to a TER metal sale
notice) to the adviser in accordance with the advisory agreement in respect of
the Series;
(fffffffff) fourthly, in payment or satisfaction
of the Issuer series fees and expenses in respect of the Securities;
(ggggggggg) fifthly, in settlement of any valid buy-back orders that
have been accepted and processed but not yet settled through no fault of the
relevant securityholders;
(hhhhhhhhh) sixthly, in payment or delivery of any early redemption
amount (after taking into account any deduction or payment of any applicable
early redemption fee) owing to the securityholders pari passu (the number of
Securities held by each individual securityholder shall be aggregated in
making such determination); and
(iiiiiiiii) seventhly, in payment of the
balance (if any) to the Issuer.
Meetings
The trust deed in respect of the Series contains provisions for convening
meetings of securityholders to consider any matter affecting their interests,
including the sanctioning by extraordinary resolution of a modification of any
of the terms and conditions of the Securities or any provisions of the trust
deed in respect of the Series. Such a meeting may be convened by
securityholders holding not less than 10 per cent. of the number of the
Securities of the Series for the time being outstanding.
C.1.4
Rank of the Securities in the Issuer's capital structure upon insolvency
The Securities are secured, limited recourse obligations of the Issuer and the
Securities of a series rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal for the series
and over the rights of the Issuer under the main agreements entered into for
that series. 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
Interests in Securities will be transferred in accordance with the procedures
and regulations of the relevant clearing system. There are restrictions on
sales of Securities into, amongst other jurisdictions, the United States, the
Dubai International Financial Centre, Switzerland, the United Kingdom and
certain European Economic Area countries to whose competent authority the Base
Prospectus has been notified.
These restrictions are mainly targeting offerings to the public in the
specific jurisdiction unless certain exceptions apply.
C.2
Where will the Securities be traded?
C.3
What are the key risks that are specific to the Securities?
The value of the Securities will be affected by movements in the price of the
Metal, as well as the price of metals in general, market perception, the
creditworthiness of certain transaction parties and liquidity of the
Securities in the secondary market.
The price of the Metal can go down as well as up and the performance of the
Metal in any future period may not mirror its past performance.
Precious metals are generally more volatile than most other asset classes,
making investments in precious metals riskier and more complex than other
investments, and the secondary market price of the Securities may demonstrate
similar volatility. The reduction of the metal entitlement by the total
expense ratio (which may be varied by the Issuer in certain circumstances with
notice to securityholders) and the imposition of the fees on subscriptions and
buy-backs may prove unattractive to investors who are interested solely in the
price movement of precious metals and there can be no assurance that the
performance of the Metal will be sufficient to offset the effect of the total
expense ratio and such fees.
The Issuer may elect to redeem all the Securities of the Series early on
giving not less than 10 calendar days' notice to securityholders.
VAT may become due on transfers of Metal to or by the Issuer in certain
circumstances. This could adversely affect the Issuer's ability to meet its
obligations under the Securities in full.
The holder of a beneficial interest in a registered global certificate must
rely on the procedures of the relevant clearing system to receive payments
under the Securities. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in
any registered global certificate.
CDIs do not confer legal ownership of the Securities to which they relate.
Rights in respect of the Securities cannot be enforced by holders of CDIs
except indirectly through the nominee for CREST Depositary Limited who in turn
can enforce rights indirectly through the relevant clearing system.
Investing in the Securities will not make an investor the owner of the Metal
held by the custodian or a sub-custodian on behalf of the Issuer in respect of
the Series. Any amounts payable on a buy-back or early redemption of
Securities which are not held by authorised participants will be in cash and
an investor who is not an authorised participant can only realise value from a
Security prior to an occurrence of an early redemption by selling it at its
then market price to an authorised participant or to other investors on the
secondary market.
The principal amount in respect of the Securities operates as a minimum
repayment amount on early redemption. In the event that the metal entitlement
in respect of the Series is insufficient to pay such principal amount to all
securityholders who have elected to receive the principal amount, such
securityholders may not receive payment of the principal amount in full and
may receive substantially less.
The Issuer is exposed to the credit risk of a metal counterparty if it does
not perform its obligations under its metal sale agreement and to the credit
risk of the custodian if it does not perform its obligations under the custody
agreement, in each case in respect of the Series. The Issuer is also exposed
to the credit of the administrator and the relevant paying agent for so long
as either may be holding amounts payable to securityholders in respect of the
Series.
The custodian is required, under the custody agreement in respect of the
Series, to verify that the Metal delivered by authorised participants in
exchange for Securities complies with the "The Good Delivery Rules for Gold
and Silver Bars" published by the London Bullion Market Association and "The
London/Zurich Good Delivery List" published by the London Platinum and
Palladium Market (as appropriate). Such verification may not fully prevent the
deposit of Metal by authorised participants that fail to meet the required
purity standards.
The arranger and adviser, trustee, custodian, administrator, registrar, paying
agent, authorised participants, metal counterparties and/or their affiliates
in respect of the Series may actively trade or hold positions in the Metal and
other financial instruments based on or related to the Metal. Such activities
present conflicts of interest and could adversely affect the price and
liquidity of Securities.
D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND THE
ADMISSION TO TRADING ON A REGULATED MARKET
D.1
Under which conditions and timetable can I invest in this security?
Only an authorised participant in respect of the Series may request that the
Issuer issues Securities in respect of the relevant Series by delivering a
subscription order. The Issuer has absolute discretion to accept or reject in
whole or in part any such subscription request. Authorised participants
subscribing for Securities will be required to transfer to the Issuer an
amount of Metal equal to the product of the metal entitlement in respect of
the Series and the number of Securities being subscribed, plus a subscription
fee. The metal entitlement applicable for the first tranche of Securities of
the Series that is issued by the Issuer will be the initial metal entitlement
for the Series, and the metal entitlement applicable for subsequent tranches
of the Series issued by the Issuer will be the metal entitlement on the
subscription trade date in respect of the Series. Prior to any issue of
Securities, such Metal must be allocated by the custodian (or a sub-custodian)
to an allocated account for the Series.
The Issuer may buy back all or some of the Securities in certain circumstances
.
During the life of the Securities, securityholders can buy and sell Securities
through financial intermediaries on each exchange on which the Securities are
listed from time to time.
An investor intending to acquire or acquiring any Securities from an
authorised participant will do so, and offers and sales of the Securities to
an investor by an authorised participant 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 Securities to an
investor) and, accordingly, the 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 Securities subject to the offer will be
determined on the basis of the demand for the Securities and prevailing market
conditions and be published.
Offer Price: The offer price per Security will be the delivery of the metal
entitlement specified in the Final Terms, subject to any applicable fees and
commissions of the person offering such Security.
Offer Period: Securities may be offered at any time from the issue date of the
first tranche of the Series up to the date on which all the Securities of the
Series are redeemed.
Expenses: The total expense ratio ("TER"), being is applied to the metal
entitlement on a daily basis to determine a daily deduction of an amount of
Metal from the metal entitlement.
The TER in respect of the Series may be varied by the Issuer on the request of
the adviser from time to time, provided that, no increase in the TER in
respect of the Series will take effect unless securityholders of the Series
have been given at least 30 calendar days' prior notice.
The TER in respect of the Series and any proposed changes to the TER of the
Series shall be published from time to time on the website maintained on
behalf of the Issuer at www.iShares.com (http://www.iShares.com) .
Publication of a Supplement: If the Issuer publishes a supplement to the Base
Prospectus pursuant to Article 23 of the [UK ]Prospectus Regulation which
relates to the Issuer or the Securities, investors who have already agreed to
purchase Securities before the supplement is published shall have the right to
withdraw their acceptances by informing the relevant distributor in writing
within 2 working days (or such other longer period as may mandatorily apply in
the relevant country) of publication of the supplement. The terms and
conditions of the Securities and the terms on which they are offered and
issued will be subject to the provisions of any such supplement.
D.2
Why has the prospectus been produced?
Use and estimated net amount of proceeds: The Securities are designed to
provide investors with exposure to the Metal without having to take physical
delivery of the Metal . The net proceeds from the issue of the Series will be
an amount of allocated Metal which will be held in allocated accounts in
respect of the Series. Such underlying Metal shall be used to meet the
Issuer's obligations under the Series.
Conflicts of interest: The arranger and adviser, trustee, custodian,
administrator, registrar, paying agent, authorised participants, metal
counterparties and/or their affiliates may actively trade or hold positions in
the Metal and other financial instruments based on or related to the Metal.
Such activities present conflicts of interest and could adversely affect the
price and liquidity of Securities.
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