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SGLP Inv Phys Gold

18,000.50
-17.00 (-0.09%)
Last Updated: 13:52:15
Delayed by 15 minutes
Name Symbol Market Type
Inv Phys Gold LSE:SGLP London Exchange Traded Fund
  Price Change % Change Price Bid Price Offer Price High Price Low Price Open Price Traded Last Trade
  -17.00 -0.09% 18,000.50 17,995.00 18,006.00 18,087.00 17,888.00 18,030.00 1,295 13:52:15

Source Physical Markets Plc Final Terms (7412E)

13/02/2018 10:45am

UK Regulatory


Inv Phys Gold (LSE:SGLP)
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TIDMSGLD

RNS Number : 7412E

Source Physical Markets Plc

13 February 2018

Final Terms dated 13 February 2018

Gold - Series 1

SOURCE PHYSICAL MARKETS PLC

Issue of 190,000 Secured Gold-Linked Certificates due 2100

under the

Secured Precious Metals-Linked Certificates Programme

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Certificates in any Member State of the European Economic Area which has implemented the Directive 2003/71/EC, as amended (the "Prospectus Directive") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Certificates. Accordingly any person making or intending to make an offer of the Certificates may only do so in:

(i) in circumstances in which no obligation arises for the Issuer or any Authorised Participant to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or

(ii) in those Public Offer Jurisdictions mentioned in Part A below and that such offer is made during the Offer Period specified for such purpose therein.

Neither the Issuer nor any Authorised Participant has authorised, nor do they authorise, the making of any offer of Certificates in any other circumstances.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated 30 March 2017 which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Certificates described herein for the purposes of Article 5(4) of the Prospectus Directive. These Final Terms contain the final terms of the Tranche of Certificates described herein and must be read in conjunction with such Base Prospectus.

Full information on the Issuer and the offer of the Tranche of Certificates described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at www.ise.ie and www.sourceetf.com and during normal business hours at 6(th) Floor, Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland. A summary of the individual issue is annexed to these Final Terms.

 
 1.    Issuer:                        Source Physical Markets 
                                       plc 
 2.    Issue Date:                    14 February 2018 
 3.    Final Maturity Date:           31 December, 2100 
 4.    Underlying Precious            Gold 
        Metal: 
 5.    Initial Per Certificate        0.1 fine troy ounces 
        Entitlement to Underlying      Gold (being the Per 
        Precious Metal as              Certificate Entitlement 
        at the Issue Date:             to Gold of the Certificates 
                                       already in issue, 
                                       as at the Issue Date) 
 6.    Reduction Percentage:          0.29 per cent. per 
                                       annum 
 7.    Rounding Amount:               The nearest 1000 of 
                                       a fine troy ounce. 
 8.    Issue Price:                   $ 128.9539 
 9.    Settlement (Condition          Cash Settlement or 
        7):                            Physical Settlement 
 10.   (a) Names and addresses        Located at: 
        of Authorised Participants:    http://www.source.info/investing.html?sessMode=true 
       (b) Date of Subscription       11(th) April, 2011 
        Agreement: 
 11.   Total commission and           Not Applicable 
        concession: 
 12.   Non-exempt Offer:              Not Applicable 
 

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the regulated market of the Irish Stock Exchange, the regulated market of the London Stock Exchange, the Regulated Market (General Standard) (Regulierter Markt (General Standard)) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), the Borsa Italiana ETFplus market of the Italian Stock Exchange (Borsa Italiana S.p.A.) and Euronext in Amsterdam of the Certificates described herein pursuant to the Secured Precious Metals-Linked Certificates Programme of Source Physical Markets plc.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Source Physical Markets plc:

   By:          ............................................ 

Duly authorised

PART B - OTHER INFORMATION

 
 1.   LISTING 
      (a) Listing                Ireland, London, Frankfurt, 
                                  Italy and the Netherlands. 
      (b) Admission to trading   Application will be 
                                  made by the Issuer 
                                  (or on its behalf) 
                                  for the Certificates 
                                  to be admitted to 
                                  trading on the regulated 
                                  market of the Irish 
                                  Stock Exchange, the 
                                  regulated market of 
                                  the London Stock Exchange, 
                                  the Regulated Market 
                                  (General Standard) 
                                  (Regulierter Markt 
                                  (General Standard)) 
                                  of the Frankfurt Stock 
                                  Exchange (Frankfurter 
                                  Wertpapierbörse), 
                                  the Borsa Italiana 
                                  ETFplus market of 
                                  the Italian Stock 
                                  Exchange (Borsa Italiana 
                                  S.p.A) and Euronext 
                                  in Amsterdam. 
                                 This Tranche of Certificates 
                                  is fungible with 
                                  the Certificates of 
                                  the same Series already 
                                  in 
                                  issue which have been 
                                  admitted to trading 
                                  on 
                                  the regulated market 
                                  of the Irish Stock 
                                  Exchange, the regulated 
                                  market of the London 
                                  Stock Exchange, the 
                                  Regulated Market (General 
                                  Standard) (Regulierter 
                                  Markt (General Standard)) 
                                  of the Frankfurt Stock 
                                  Exchange (Frankfurter 
                                  Wertpapierbörse), 
                                  the Borsa Italiana 
                                  ETFplus market of 
                                  the Italian Stock 
                                  Exchange (Borsa Italiana 
                                  S.p.A) and Euronext 
                                  in Amsterdam. 
 2.   EXPENSES OF THE OFFER 
      Estimate of total          Irish Stock Exchange 
       expenses related to        listing: EUR500 
       admission to trading: 
 3.   OPERATIONAL INFORMATION 
      ISIN Code:                 IE00B579F325 and DE000A1MECS1 
                                  (for Certificates 
                                  listed on the Frankfurt 
                                  Stock Exchange, which 
                                  are issued in accordance 
                                  with the terms of 
                                  the Base Prospectus, 
                                  whereby up to 500,000,000 
                                  Certificates may be 
                                  admitted to the Frankfurt 
                                  Stock Exchange.) 
      Delivery:                  Delivery against payment. 
 

Summary of Programme

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A-E (A.1-E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable".

 
 Section A - Introduction and warnings 
 Element         Description                 Disclosure requirement 
                  of Element 
 A.1             Standard                    This summary should be read as an 
                  Warning                     introduction to this Base Prospectus. 
                                              Any decision to invest in the Certificates 
                                              should be based on consideration 
                                              of this Base Prospectus as a whole 
                                              by the investor. Where a claim relating 
                                              to the information contained in this 
                                              Base Prospectus is brought before 
                                              a court, the plaintiff investor might, 
                                              under the national legislation of 
                                              the Member States, have to bear the 
                                              costs of translating this Base Prospectus 
                                              before the legal proceedings are 
                                              initiated. Civil liability attaches 
                                              only to those persons who have tabled 
                                              the summary including any translation 
                                              thereof, but only if the summary 
                                              is misleading, inaccurate or inconsistent 
                                              when read together with the other 
                                              parts of this Base Prospectus or 
                                              it does not provide, when read together 
                                              with the other parts of this Base 
                                              Prospectus, key information in order 
                                              to aid investors when considering 
                                              whether to invest in the Certificates. 
 A.2             Disclosure                  The Issuer has consented to the use 
                  of consent                  of the Base Prospectus, and has accepted 
                  for use                     responsibility for the content of 
                  of the Base                 the Base Prospectus, with respect 
                  Prospectus                  to subsequent resale or final placement 
                  for subsequent              by way of public offer of the Certificates 
                  resale or                   by any financial intermediary in 
                  final placement             any of Austria, Belgium, Denmark, 
                  of securities               Finland, France, Germany, Italy, 
                  by financial                Luxembourg, The Netherlands, Norway, 
                  intermediaries              Portugal, Spain, Sweden and the United 
                                              Kingdom which is an investment firm 
                                              within the meaning of MiFID and which 
                                              is authorised in accordance with 
                                              MiFID in any member state. Such consent 
                                              applies to any such resale or final 
                                              placement by way of public offer 
                                              during the period of 12 months from 
                                              the date of the Base Prospectus unless 
                                              such consent is withdrawn prior to 
                                              that date by notice published on 
                                              the website of the Portfolio Adviser 
                                              (www.sourceetf.com). Other than the 
                                              right of the Issuer to withdraw the 
                                              consent, no other conditions are 
                                              attached to the consent described 
                                              in this paragraph. 
                                              In the event of an offer being made 
                                              by a financial intermediary, this 
                                              financial intermediary will provide 
                                              information to investors on the terms 
                                              and conditions of the offer at the 
                                              time the offer is made. 
 Section B - Issuer 
 Element       Description                     Disclosure requirement 
                of Element 
 B.1           Legal and                       Source Physical Markets Public Limited 
                Commercial                      Company (the "Issuer"). 
                Name of 
                the Issuer 
 B.2           Domicile                        The Issuer is a public limited liability 
                /Legal                          company incorporated in Ireland under 
                Form /Legislation               the Irish Companies Acts 1963 to 
                /Country                        2009 (which has been repealed and 
                of Incorporation                replaced by the Irish Companies Act 
                                                2014) with registered number 471344. 
 B.16          Control                         All the issued shares of the Issuer 
                of Issuer                       are held to the order of Deutsche 
                                                International Finance (Ireland) Limited 
                                                (the "Share Trustee") under the terms 
                                                of a declaration of trust dated 12 
                                                June 2009 under which the Share Trustee 
                                                holds them on trust for charitable 
                                                purposes. The Share Trustee has no 
                                                beneficial interest in and derives 
                                                no benefit (other than its fees for 
                                                acting as Share Trustee) from its 
                                                holding of the shares in the Issuer. 
 B.17          Credit ratings                  Not applicable - the Certificates 
                                                will not be rated. 
 B.20          Special                         The Issuer has been established as 
                Purpose                         a special purpose vehicle for the 
                Vehicle                         purposes of issuing asset backed 
                                                securities. 
 B.21          Principal                       The Issuer is a special purpose vehicle 
                activities                      whose sole business is the issue 
                and global                      of asset backed securities. The Issuer 
                overview                        has established a programme (the 
                of parties                      "Programme"), described in the Base 
                                                Prospectus, under which it can, from 
                                                time to time, issue series (each, 
                                                a "Series") of secured exchange traded 
                                                certificates linked to one of gold, 
                                                silver, platinum or palladium (each 
                                                a "Precious Metal") (the "Certificates"). 
                                                Each Series of Certificates will 
                                                be separate (or "ring-fenced") from 
                                                each other Series of Certificates. 
                                               A number of other parties have roles 
                                                in connection with the Programme: 
                                                Arranger and Portfolio Advisor: Source 
                                                UK Services Limited, a private limited 
                                                company established in England, will 
                                                act as the arranger (the "Arranger") 
                                                and the portfolio advisor (the "Portfolio 
                                                Advisor") in respect of the Programme. 
                                                As Arranger, Source UK Services Limited 
                                                has arranged the establishment of 
                                                the Programme for the Issuer and 
                                                as Portfolio Advisor, Source UK Services 
                                                Limited is principally responsible 
                                                for providing certain advisory services 
                                               Trustee: Deutsche Trustee Company 
                                                Limited will act as trustee in respect 
                                                of each Series of Certificates (the 
                                                "Trustee"). The Trustee acts as trustee 
                                                for the Certificateholders of each 
                                                Series of Certificates and also as 
                                                security trustee (holding the benefit 
                                                of the security granted by the Issuer 
                                                over certain of its assets in respect 
                                                of a Series on trust for the Certificateholders 
                                                and other transaction parties in 
                                                respect of that Series). 
                                               Portfolio Administrator and Account 
                                                Bank: Wells Fargo Bank, N.A., will 
                                                act as portfolio administrator (the 
                                                "Portfolio Administrator") and account 
                                                bank (the "Account Bank") in respect 
                                                of each Series of Certificates. As 
                                                Portfolio Administrator it will make 
                                                various non-discretionary determinations 
                                                that affect the Certificates of a 
                                                Series, including but not limited 
                                                to, determining the Per Certificate 
                                                Entitlement for a Series and the 
                                                Cash Amount payable or the Delivery 
                                                Amount deliverable on a redemption 
                                                of Certificates. As Account Bank 
                                                it will conduct certain money management 
                                                functions for the Issuer in relation 
                                                to all Series of Certificates. 
                                               Principal Paying Agent: Deutsche 
                                                Bank AG, London Branch will act as 
                                                principal paying agent (the "Principal 
                                                Paying Agent") in respect of each 
                                                Series of Certificates. As principal 
                                                paying agent it will make certain 
                                                payments in respect of the Certificates. 
                                               Custodian: JPMorgan Chase Bank, National 
                                                Association will act as custodian 
                                                (the "Custodian") in respect of each 
                                                Series of Certificates. As Custodian, 
                                                it will hold in custody at its London 
                                                vault premises, on behalf of the 
                                                Issuer, a quantity of the relevant 
                                                Precious Metal relating to such Series. 
                                               Registrar: Computershare Investor 
                                                Services (Ireland) Limited will act 
                                                as registrar (the "Registrar") in 
                                                respect of each Series of Certificates. 
                                                As Registrar, it will provide registrar 
                                                and CREST transfer agency services 
                                                to the Issuer in connection with 
                                                the Certificates. 
                                               Precious Metals Counterparty: JPMorgan 
                                                Chase Bank, N.A. will act as the 
                                                precious metals counterparty (the 
                                                "Precious Metals Counterparty") to 
                                                the Issuer in respect of the purchase 
                                                and sale of Precious Metals. 
                                               Authorised Participants: Each entity 
                                                appointed as an authorised participant 
                                                under the Programme (each an "Authorised 
                                                Participant") is authorised to subscribe 
                                                for the Certificates of a Series 
                                                in respect of which they are acting 
                                                as Authorised Participants in consideration 
                                                of cash payment, physical delivery 
                                                of the relevant Precious Metal or 
                                                a combination of both. A Series of 
                                                Certificates may have different Authorised 
                                                Participants to the other Series, 
                                                and the Authorised Participants for 
                                                a particular Series will be specified 
                                                in the Final Terms for that Series. 
 B.22          No Financial                    Not applicable - as the Issuer has 
                Statements                      commenced operations and prepared 
                                                financial statements since incorporation. 
 B.23          Key historical                                                 31 Dec          31 Dec 
                financial                                                       2015            2014 
                information                                                    $               $ 
                                                 ASSETS 
                                                 Cash and cash 
                                                  equivalents             9    234,445         235,953 
                                                 Other receivables        10   3,166,931       1,587,220 
                                                 Financial assets 
                                                  designated at 
                                                  fair value through 
                                                  profit or loss          12   1,798,284,838   1,919,987,722 
                                                 Total assets                  1,801,686,214   1,921,810,895 
                                                                              ==============  ============== 
                                                 LIABILITIES AND 
                                                  EQUITY 
                                                 Current Liabilities 
                                                 Other payables           14   3,804,071       2,262,047 
                                                 Financial liabilities 
                                                  designated at 
                                                  fair value through 
                                                  profit or loss          13   1,797,824,006   1,919,491,086 
                                                 Total liabilities             1,801,628,077   1,921,753,133 
                                                                              ==============  ============== 
                                                 Shareholders' 
                                                  Funds-Equity 
                                                 Share capital            15   55,512          55,512 
                                                 Revenue reserves              2,625           2,250 
                                                                              --------------  -------------- 
                                                 Total equity                  58,137          57,762 
                                                                              --------------  -------------- 
                                                 Total liabilities 
                                                  and equity                   1,801,686,214   1,921,810,895 
                                                                              ==============  ============== 
 B.24          Material                        Not Applicable - There has been no 
                adverse                         material adverse change in the prospects 
                change                          of the Issuer since the date of its 
                                                last published audited financial 
                                                statements. 
 B.25          Description                     The underlying assets for a Series 
                of underlying                   of Certificates is the specified 
                assets                          pool of a particular Precious Metal 
                                                recorded in the relevant custody 
                                                accounts of the Issuer with the Custodian 
                                                from time to time. On any date, such 
                                                pool is expected to comprise an amount 
                                                of the relevant Precious Metal no 
                                                less than the aggregate of the Per 
                                                Certificate Entitlement to such Precious 
                                                Metal for all outstanding Certificates 
                                                of such Series. 
                                                "Per Certificate Entitlement" means 
                                                the per Certificate entitlement to 
                                                the underlying Precious Metal specified 
                                                in the Final Terms (the "Initial 
                                                Per Certificate Entitlement") which 
                                                is thereafter reduced by the Reduction 
                                                Percentage. 
                                                "Reduction Percentage" means the 
                                                percentage rate by which the Initial 
                                                Per Certificate Entitlement will 
                                                reduce on a daily basis on the assumption 
                                                that the daily rate will be the per 
                                                annum rate specified in the Final 
                                                Terms divided by 365 and applied 
                                                accordingly. 
 B.26          Investment                      Not applicable - there is no active 
                management                      management of the assets of the Issuer. 
 B.27          Further                         Not applicable - the Issuer will 
                issuances                       not issue further securities backed 
                backed by                       by the same pool of assets. 
                same pool 
                of assets 
 B.29          Description                     Save to the extent that the Authorised 
                of the flow                     Participant as subscribed for the 
                of funds                        issue of Certificates in whole or 
                                                in part by the physical delivery 
                                                of the relevant Precious Metal in 
                                                respect of the Series (the "Underlying 
                                                Precious Metal"), the net proceeds 
                                                from each issue of Certificates will 
                                                be used (a) to purchase the Underlying 
                                                Precious Metal and (b) to pay any 
                                                listing fees incurred in connection 
                                                with the listing of the Certificates. 
                                               The Certificates will not bear interest. 
                                                         On redemption, a Certificateholder 
                                                          will, in respect of a Certificate, 
                                                          receive on a date on or before the 
                                                          third business day following the 
                                                          relevant Eligible Redemption Valuation 
                                                          Date(being any business day) (in 
                                                          each case the "Settlement Date"): 
                                                          1. an amount in US dollars determined 
                                                          by the Portfolio Administrator equal 
                                                          to the amount of received by the 
                                                          Issuer in respect of the sale of 
                                                          the relevant amount of the Underlying 
                                                          Precious Metal in respect of such 
                                                          Certificates less all expenses, fees 
                                                          and charges incurred or to be incurred 
                                                          by the Issuer in respect of such 
                                                          redemption, subject to a minimum 
                                                          of US$0.01 (the "Cash Amount"); 
                                                          or, if requested by the Certificateholder 
                                                          and certain conditions being fulfilled, 
                                                          2. an amount of the Underlying Precious 
                                                          Metal determined by the Portfolio 
                                                          Administrator equal to: 
                                                          1. the aggregate Per Certificate 
                                                          Entitlement to the Underlying Precious 
                                                          Metal at the relevant Eligible Redemption 
                                                          Valuation Date; less 
                                                          2. an amount of the Underlying Precious 
                                                          Metal equal in value (as determined 
                                                          by the Portfolio Administrator by 
                                                          reference to prevailing market conditions) 
                                                          to all expenses, fees and charges 
                                                          incurred or to be incurred in connection 
                                                          with such redemption, 
                                                          (the "Delivery Amount"). 
 B.30          Originators                     Not applicable - there are no originators 
                of securitised                  of the Precious Metals 
                assets 
 Section C - Securities 
 Element         Description                 Disclosure requirement 
                  of Element 
 C.1             Type and                    The Issuer may issue secured exchange 
                  class of                    traded Precious Metal linked certificates. 
                  securities                  Each Series may be issued in tranches 
                  being offered               (each a "Tranche") on the same or 
                  and/or admitted             different issue dates. 
                  to trading. 
                                             Underlying Precious Metal: Gold 
                                              ISIN: IE00B579F325 & DE000A1MECS1 
 C.2             Currency                    US dollars 
 C.8             Rights attached             Payment of redemption amount 
                  to the securities 
                                             Each Certificate gives the holder 
                                              the right to receive the applicable 
                                              payment (or in certain circumstances, 
                                              the delivery of an amount of the 
                                              Underlying Precious Metal) on its 
                                              redemption, as described in C.9. 
                                             Status and Security 
                                             The Certificates constitute secured, 
                                              limited recourse obligations of the 
                                              Issuer. 
                                             The Certificates will be secured 
                                              pursuant to the security deed entered 
                                              into by the Trustee and the Issuer 
                                              (the "Security Deed") in favour of 
                                              the Trustee for itself and for the 
                                              other parties listed and entitles 
                                              to payment in the Payment Priorities 
                                              (the "Secured Creditors"), as follows: 
                                             (a) a first fixed charge over all 
                                              of the Issuer's rights, title and 
                                              interest in and to the Underlying 
                                              Precious Metal from time to time 
                                              standing to the credit of the unallocated 
                                              account of the Issuer with the Custodian, 
                                              in which the Custodian holds the 
                                              Underlying Precious Metal on an unallocated 
                                              basis (the "Secured Unallocated Account") 
                                              and all rights and sums derived therefrom 
                                              from time to time; 
                                             (b) a first fixed charge over all 
                                              of the Issuer's rights, title and 
                                              interest in and to the Underlying 
                                              Precious Metal from time to time 
                                              standing to the credit of the unallocated 
                                              account of the Issuer with the Custodian, 
                                              in which the Custodian holds the 
                                              Underlying Precious Metal to which 
                                              the Certificates are linked, on an 
                                              allocated basis (the "Secured Allocated 
                                              Account") and all rights and sums 
                                              derived therefrom from time to time; 
                                              and 
                                             (c) an assignment by way of security 
                                              of the Issuer's rights, title and 
                                              interest in and to each of the transaction 
                                              documents relating to the Programme 
                                              to the extent that they relate to 
                                              the Certificates and any sums payable 
                                              thereunder including the Issuer's 
                                              rights to any sums held by any other 
                                              party thereto to meet payments due 
                                              in respect of the Certificates, but 
                                              only to the extent that the same 
                                              relates to the Certificates. 
                                              In addition, the Certificates will 
                                              be secured by a security agreement 
                                              (the "Security Agreement") between 
                                              the Issuer and the Trustee which 
                                              creates in favour of the Trustee, 
                                              a New York law governed security 
                                              interest over the cash account maintained 
                                              by the Account Bank in respect of 
                                              the Certificates (the "Issuer Cash 
                                              Account"). 
                                              (collectively, the "Security"). 
                                             Limited Recourse 
                                             In respect of any Series of Certificates, 
                                              the Certificateholders shall have 
                                              recourse only to the property of 
                                              the Issuer which is subject to the 
                                              Security (the "Secured Property") 
                                              in respect of such Series of Certificates. 
                                              If the net proceeds of the realisation 
                                              of the Secured Property are not sufficient 
                                              to make all payments due in respect 
                                              of the Certificates and due to each 
                                              other creditor relating to the Certificates, 
                                              no other assets of the Issuer will 
                                              be available to meet such shortfall, 
                                              the claims of the Certificateholders 
                                              and any other creditors relating 
                                              to the Certificates in respect of 
                                              any such shortfall shall be extinguished. 
                                              No party will be able to petition 
                                              for the winding-up of the Issuer 
                                              as a consequence of any such shortfall. 
                                             Events of Default 
                                             If any of the following events ("Certificate 
                                              Events of Default") occurs, the Trustee 
                                              shall, if so directed and may, at 
                                              its discretion, give notice to the 
                                              Issuer that the Certificates are, 
                                              and they shall immediately become, 
                                              due and payable: 
                                             1. the Issuer fails to pay any amounts 
                                              due in respect of the Certificates 
                                              or deliver any Underlying Precious 
                                              Metal due in respect of the Certificates 
                                              within 5 business days of the due 
                                              date for payment or delivery, other 
                                              than as contemplated by the conditions 
                                              of the Certificates; 
                                              2. the Issuer defaults in the performance 
                                              or observance of any of its other 
                                              obligations under the Certificates 
                                              or any of the other documents relating 
                                              to the issue of the Certificates 
                                              or any of the covenants of the Issuer 
                                              contained in the trust deed between 
                                              the Issuer, the Trustee and the Portfolio 
                                              Adviser which default is incapable 
                                              of remedy or, if in the opinion of 
                                              the Trustee capable of remedy, is 
                                              not in the opinion of the Trustee 
                                              remedied within 30 days after notice 
                                              of such default shall have been given 
                                              to the Issuer by the Trustee; 
                                              3. an insolvency event occurs in 
                                              relation to the Issuer; or 
                                              4. it is or will become unlawful 
                                              for the Issuer to perform or comply 
                                              with any of its obligations under 
                                              or in respect of the Certificates 
                                              or any of the other documents relating 
                                              to the issue of the Certificates. 
                                             Governing law 
                                             The Certificates, the Trust Deed 
                                              and the Registrar Agreement will 
                                              be governed by Irish law. All other 
                                              transaction documents relating to 
                                              the Programme will be governed by 
                                              English law. 
 C.9                                         In addition to the rights attached 
                                              to the securities set out in C.8 
                                              above: 
                 Interest                    Not Applicable - No interest shall 
                                              accrue and be payable on the Certificates. 
                 Redemption                  Final Redemption 
                                             All Certificates that have not been 
                                              previously redeemed or purchased 
                                              or cancelled will be redeemed on 
                                              the date specified in the Final Terms 
                                              as the final maturity date (the "Final 
                                              Maturity Date") by payment of the 
                                              relevant Cash Amount (as defined 
                                              above) in respect of such Certificates. 
                                             Certificateholder Optional Redemption 
                                                  The Issuer shall at the option of 
                                                   a Certificateholder, redeem some 
                                                   or all of the Certificate held by 
                                                   such Certificateholder in respect 
                                                   of any Eligible Redemption Valuation 
                                                   Date by payment of the relevant Cash 
                                                   Amount on the relevant Settlement 
                                                   Date ("Cash Settlement"), unless 
                                                   it is specified in the redemption 
                                                   notice: 
                                                   1. that the Certificateholder is 
                                                   electing for settlement by the transfer 
                                                   of the Delivery Amount of the relevant 
                                                   Underlying Precious Metal ("Physical 
                                                   Delivery"); 
                                                   2. the number and account name of 
                                                   an unallocated account in London 
                                                   with a member of the LBMA or the 
                                                   LPPM where the relevant Delivery 
                                                   Amount should be delivered; and 
                                                   3. contains a representation and 
                                                   warranty from the Certificateholder 
                                                   that (a) it is not a UCITS fund; 
                                                   and (b) the request for Physical 
                                                   Settlement and acceptance of the 
                                                   Delivery Amount is in accordance 
                                                   with all laws and regulations applicable 
                                                   to the Certificateholder. 
                                             Automatic Redemption for CREST Reasons 
                                             If on any date notice is received 
                                              by or on behalf of the Issuer that 
                                              a Certificateholder has or will cease 
                                              to have an account with CREST, any 
                                              Certificates held by such Certificateholder 
                                              shall be automatically redeemed as 
                                              if such Certificateholder had delivery 
                                              a redemption notice on such date 
                                              (or if that date is not an Eligible 
                                              Redemption Valuation Date, the next 
                                              Eligible Redemption Valuation Date) 
                                              and Cash Settlement shall apply to 
                                              such redemption. 
                                             Optional Redemption in whole 
                                             The Issuer may redeem all (but not 
                                              some only) of the Certificates in 
                                              respect of any Eligible Redemption 
                                              Valuation Date by payment of the 
                                              relevant Cash Amount in the relevant 
                                              Settlement Date, provided the Issuer 
                                              has given not less than 60 days' 
                                              notice of its intention to redeem 
                                              all of the Certificates on such Eligible 
                                              Redemption Valuation Date to the 
                                              Trustee, the Certificateholders, 
                                              other parties to the transaction 
                                              documents relating to the Programme 
                                              and any stock exchange on which the 
                                              Certificates are listed. 
                                             Mandatory Redemption 
                                                  The Issuer shall instruct the Portfolio 
                                                   Administrator to sell all of the 
                                                   Secured Property and apply the sales 
                                                   proceeds (less all expenses, fees 
                                                   and charges) in accordance with the 
                                                   Payment Priorities and redeem each 
                                                   outstanding Certificate, in the event 
                                                   of: 
                                                   1. changes in tax law which may result 
                                                   in withholding to be applied to payments 
                                                   made by the Issuer in respect of 
                                                   the Certificates, the cost of the 
                                                   Issuer complying with its obligations 
                                                   in respect of the Programme being 
                                                   material increased or result in an 
                                                   increased VAT cost to the Issuer; 
                                                   2. the resignation or termination 
                                                   of the appointment of the Trustee, 
                                                   Custodian or Portfolio Administrator 
                                                   and a successor is not appointed 
                                                   within the prescribed timeframe; 
                                                   3. the Certificates cease to be, 
                                                   or notice is received that the Certificates 
                                                   will cease to be held in uncertificated 
                                                   form and accepted for clearance through 
                                                   CREST; or 
                                                   4. if at any time the Portfolio Administrator 
                                                   determines and notifies the Issuer 
                                                   that the aggregate number of Certificates 
                                                   outstanding on any day after the 
                                                   first anniversary of the issue date 
                                                   of the first Tranche of Certificates 
                                                   is less than 1,000,000. 
                                             Trustee: The Trustee in respect of 
                                              the Certificates shall be Deutsche 
                                              Trust Company Limited. 
 C.10            Derivative                  Not applicable - the Certificates 
                  component                   do not bear interest at a prescribed 
                  of interest                 rate. 
 C.11            Admission                   Application has been made to The 
                  to Trading                  Irish Stock Exchange Plc for the 
                                              Certificates to be admitted to the 
                                              Official List and trading on its 
                                              regulated market. 
                                             Application has been made to the 
                                              Frankfurt Stock Exchange (Frankfurter 
                                              Wertpapierbörse) for certain 
                                              Certificates to be admitted to the 
                                              official list of the Frankfurt Stock 
                                              Exchange and to be admitted to listing 
                                              and trading on the Regulated Market 
                                              (General Standard) (Regulierter Markt 
                                              General Standard) of the Frankfurt 
                                              Stock Exchange. 
                                             Application will be made for certain 
                                              Certificates to be admitted to the 
                                              Official List maintained by the UK 
                                              Listing Authority for the purpose 
                                              of Part VI of the Financial Services 
                                              and Markets Act 2000 and the Financial 
                                              Services Act 2012 and trading on 
                                              the regulated market of the London 
                                              Stock Exchange plc. 
                                             Application will also be made for 
                                              certain Certificates to be admitted 
                                              to listing on the main segment of 
                                              the SIX Swiss Exchange. 
                                              Application will also be made for 
                                              certain Certificates to be admitted 
                                              to listing on the Borsa Italiana 
                                              ETFplus market of the Italian Stock 
                                              Exchange (Borsa Italiana S.p.A.). 
                                              Application will also be made for 
                                              certain Certificates to be admitted 
                                              to listing on the Euronext in Amsterdam. 
 C.12            Minimum                     The Certificates are being treated 
                  denomination                by the Issuer for the purposes of 
                                              Annexes V and VII of Commission Regulation 
                                              No. 809/2004 of 29 April 2004, as 
                                              amended as having a minimum denomination 
                                              of less than EUR100,000. 
 C.15            Value of                    Issue Price: $ 128.9539 
                  the investment              On redemption, a Certificateholder 
                  is affected                 will, in respect of a Certificate, 
                  by the value                receive on the relevant Settlement 
                  of the underlying           Date (a) the Cash Amount; or (b) 
                  instruments                 the Delivery Amount as determined 
                                              in accordance with the Conditions 
                                              from time to time. 
 C.16            Expiration/                 Maturity Date: 31/12/2100 
                  Maturity 
                  date 
 C.17            Settlement                  The Certificates will be held in 
                                              uncertificated form in accordance 
                                              with the Irish Companies Act 1990 
                                              (Uncertificated Securities) Regulations 
                                              1996 (S.I. No. 68 of 1996), as amended 
                                              by the Irish Companies Act 1990 (Uncertificated 
                                              Securities) (Amendment) Regulations 
                                              2005 (S.I. No. 693 of 2005) and such 
                                              other regulations made under section 
                                              1086 of the Irish Companies Act 2014 
                                              having force within Ireland as are 
                                              applicable to Euroclear UK & Ireland 
                                              Limited (formerly known as CRESTCo 
                                              Limited) ("CREST") and/or the CREST 
                                              relevant system from time to time 
                                              in force (the "Regulations"). 
                                             The Issuer will apply for the Certificates 
                                              to be accepted for clearance through 
                                              CREST. The Certificates are participating 
                                              securities for the purposes of the 
                                              Regulations. 
 C.18            Description                            On redemption, a Certificateholder 
                  of return                             will, in respect of a Certificate, 
                                                        receive on a date on the relevant 
                                                        Settlement Date: 
                                                        1. an amount in US dollars determined 
                                                        by the Portfolio Administrator equal 
                                                        to the amount of received by the 
                                                        Issuer in respect of the sale of 
                                                        the relevant Underlying Precious 
                                                        Metal in respect of such Certificates 
                                                        less all expenses, fees and charges 
                                                        incurred or to be incurred by the 
                                                        Issuer in respect of such redemption, 
                                                        subject to a minimum of US$0.01; 
                                                        or 
                                                        2. an amount of the Underlying Precious 
                                                        Metal determined by the Portfolio 
                                                        Administrator equal to: 
                                                        1. the aggregate Per Certificate 
                                                        Entitlement to the Underlying Precious 
                                                        Metal at the relevant Eligible Redemption 
                                                        Valuation Date; less 
                                                        2. an amount of the Underlying Precious 
                                                        Metal equal in value (as determined 
                                                        by the Portfolio Administrator by 
                                                        reference to prevailing market conditions) 
                                                        to all expenses, fees and charges 
                                                        incurred or to be incurred in connection 
                                                        with such redemption. 
 C.19            Final price                 On redemption at maturity, a Certificateholder 
                  / exercise                  will, in respect of a Certificate, 
                  price                       receive on the Final Maturity Date 
                                              an amount in US dollars determined 
                                              by the Portfolio Administrator equal 
                                              to the amount of received by the 
                                              Issuer in respect of the sale of 
                                              the relevant Underlying Precious 
                                              Metal in respect of such Certificates 
                                              less all expenses, fees and charges 
                                              incurred or to be incurred by the 
                                              Issuer in respect of such redemption, 
                                              subject to a minimum of US$0.01. 
 C.20            Type of                     Information on the past and the future 
                  underlying                  performance and volatility of gold 
                  and where                   prices can be found at Reuters Screen 
                  information                 page "XAUUSDPM" or Bloomberg ticker 
                  on underlying               "GOLDLNPM". 
                  can be found 
 Section D - Risks 
 Element         Description                 Disclosure requirement 
                  of Element 
 D.2             Key risks                   The Issuer has been established as 
                  specific                    a special purpose vehicle for the 
                  to the Issuer               purpose of establishing the Programme 
                                              and issuing multiple series of asset 
                                              backed securities, holding the Underlying 
                                              Precious Metal for each Series, through 
                                              the Custodian, and entering into, 
                                              and performing its obligations under, 
                                              agreements related to the foregoing. 
                                              The Issuer has, and will have, no 
                                              assets other than its issued and 
                                              paid-up share capital, such fees 
                                              (as agreed) payable to it in connection 
                                              with the issue of Certificates or 
                                              entry into other obligations from 
                                              time to time and any Secured Property 
                                              and any other assets on which Certificates 
                                              or other obligations are secured. 
                                             The Issuer is an Irish company. Under 
                                              Irish law, upon an insolvency of 
                                              an Irish company, when applying the 
                                              proceeds of assets subject to fixed 
                                              security which may have been realised 
                                              in the course of a liquidation or 
                                              receivership, the claims of a limited 
                                              category of preferential creditors 
                                              will take priority over the claims 
                                              of creditors holding the relevant 
                                              fixed security. 
 Section E - Offer 
 Element         Description                 Disclosure requirement 
                  of Element 
 E.2b            Reasons                     Not applicable - the reasons for 
                  for the                     the offer and use of proceeds are 
                  offer and                   not different from making profit 
                  use of proceeds             and/or hedging. 
 E.3             Terms and                   Offers and sales of the Certificates 
                  conditions                  to an investor by an Authorised Participant 
                  of the offer                will be made, in accordance with 
                                              any terms and other arrangements 
                                              in place between such Authorised 
                                              Participant and such investor including 
                                              as to price, allocations and settlement 
                                              arrangements. Neither the Issuer 
                                              nor the Arranger will be a party 
                                              to any such arrangements with investors 
                                              (except where the Arranger itself 
                                              offers Certificates to an investor) 
                                              and, accordingly, this Base Prospectus 
                                              and any Final Terms may not contain 
                                              such information and, in such case, 
                                              an investor must obtain such information 
                                              from the relevant Authorised Participant 
                                              or the Arranger, as applicable. Investors 
                                              should however note the following: 
                                              Amount of the offer: The number of 
                                              Certificates subject to the offer 
                                              will be determined on the basis of 
                                              the demand for the Certificates and 
                                              prevailing market conditions and 
                                              be published, provided that the aggregate 
                                              number of all Certificates of any 
                                              and all Series outstanding from time 
                                              to time shall not in any event exceed 
                                              1,000,000,000 (the "Programme Limit"). 
                                              Offer Price: The offer price per 
                                              Certificate will be equal to the 
                                              Issue Price, subject to any applicable 
                                              fees and commissions of the person 
                                              offering such Certificate. 
                                              Offer Period: Certificates may be 
                                              offered to an investor at any time 
                                              between the Issue Date of the first 
                                              Tranche of a Series of Certificates 
                                              and the Maturity Date of such Series. 
                                              Issue Date: 14/02/2018 
 E.4             Material                    Source UK Services Limited which 
                  interests                   is acting as Portfolio Adviser and 
                  in the offer                Arranger in respect of the Programme 
                                              has a relationship with certain Authorised 
                                              Participants under the Programme 
                                              and may have a relationship with 
                                              future Authorised Participants appointed 
                                              to the Programme. Such relationships 
                                              may therefore potentially give rise 
                                              to conflicts of interest which are 
                                              adverse to the interests of the Certificateholders. 
                                              The Authorised Participants and/or 
                                              their affiliates actively trade in 
                                              commodities markets. These activities 
                                              could give rise to conflicts of interest 
                                              which are adverse to the interests 
                                              of the Certificateholders and could 
                                              adversely affect the market value 
                                              of the Certificates. 
 E.7             Expenses                    In connection with the redemption 
                  chargeable                  of any Certificate at the option 
                  to Investors                of a Certificateholder, a redemption 
                                              notice fee of up to US$500.00 will 
                                              be payable by the relevant Certificateholder. 
                                              The Cash Amount payable or the Delivery 
                                              Amount deliverable, as applicable, 
                                              in respect of any redemption is calculated 
                                              net of all expenses, fees and charges 
                                              incurred or to be incurred in connection 
                                              therewith. 
                                              From time to time, in respect of 
                                              Certificates, a portion of the Underlying 
                                              Precious Metal equal to the aggregate 
                                              of the daily amounts by which the 
                                              Per Certificate Entitlement to such 
                                              Underlying Precious Metal has been 
                                              reduced by the Reduction Percentage 
                                              over the relevant period (the "Combined 
                                              Fees") will be withdrawn from the 
                                              relevant Secured Custody Accounts 
                                              and sold on behalf of the Issuer 
                                              and the proceeds thereof, in the 
                                              normal course, paid to the Portfolio 
                                              Adviser in consideration for its 
                                              services as Portfolio Adviser and 
                                              also its agreement to pay the fees 
                                              and expenses due to the other service 
                                              providers in connection with the 
                                              Programme (but not including any 
                                              indemnities granted in favour of 
                                              the other service providers). 
 
 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

February 13, 2018 05:45 ET (10:45 GMT)

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