iShares Physical Metals Plc Publication of Final Terms

Date : 26/03/2020 @ 09:53
Source : UK Regulatory (RNS & others)

iShares Physical Metals Plc Publication of Final Terms

RNS Number : 6992H

iShares Physical Metals Plc

26 March 2020

Final Terms date 27th March 2020

iSHARES PHYSICAL METALS PLC

Issue of 2,853,937 Securities of iShares Physical Gold ETC

being the Tranche Number 1173 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 25 October 2019 which constitutes a Base Prospectus for the purposes of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "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 must be read in conjunction with such Base Prospectus [(as so supplemented)]. 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, 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.

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 ETC 
         (ii) Tranche Number:             1173 
  3      Aggregate Number of 
          Securities of the Series: 
         (i) Prior to the issue 
          of the Tranche of Securities 
          to which these Final 
          Terms relate:                   606,745,383 
         (ii) Immediately following 
          the issue of the Tranche 
          of Securities to which 
          these Final Terms relate:       609,599,320 
         (iii) Comprising the 
          Tranche of Securities 
          to which these Final 
          Terms relate:                   2,853,937 
         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 
  4       Series):                        0.019558106 
  5      (i) Issue Date of this           27 March 2020 
          Tranche of Securities: 
         (ii) Date on which               25 October 2019 
          Board approval for 
          issuance of Securities 
          obtained: 
  TRANSACTION PARTIES 
  6      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 4th Floor, 
                                           George's Dock House, IFSC, Dublin 
                                           1, Ireland; 
                                           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 5LB, United Kingdom; 
                                           Virtu Financial Ireland Limited, whose 
                                           registered office is at 13-17 Dawson 
                                           Street, Dublin 2, Ireland; 
                                           IMC Securities BV, whose registered 
                                           office is at Strawinskylaan 377, Amsterdam, 
                                           the Netherlands; 
                                           Jane Street Financial Limited, whose 
                                           registered office is at Floor 30,20 
                                           Fenchurch Street, London, EC3M 3BY,United 
                                           Kingdom; 
                                           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; 
                                           and 
                                           Optiver VOF, whose registered office 
                                           is at Strawinskylaan Bogi, Amsterdam, 
                                           1077 ZX, the Netherlands 
                                           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 (or such other 
                                           website as may be notified to Securityholders). 
  7      Metal Counterparty(ies)          JPMorgan Chase Bank N.A., London Branch, 
          (as at the Issue Date            whose principal London office is at 
          of the Tranche of Securities     125 London Wall, London EC2Y 5AJ. 
          to which these Final 
          Terms relate): 
  8      Paying Agent(s):                 Not Applicable. 
  PROVISIONS RELATING TO FEES 
  9      Total Expense Ratio              0.19% per annum 
          (as at the Issue Date 
          of the Tranche of Securities 
          to which these Final 
          Terms relate): 
  10     Subscription Fee (as             USD [170] per Subscription Order. 
          at the Issue Date of 
          the Tranche of Securities 
          to which these Final 
          Terms relate): 
  11     Buy-Back Fee (as at              USD [170] per Buy-Back Order. 
          the Issue Date of the 
          Tranche of Securities 
          to which these Final 
          Terms relate): 
  GENERAL PROVISIONS APPLICABLE TO THE SECURITIES 
  12     Non-exempt Offer:                An offer of the Securities may be 
   32                                      made by the Authorised Participant(s) 
                                           other than pursuant to Article 3(2) 
                                           of the Prospectus Directive in the 
                                           United Kingdom and any other Relevant 
                                           Member State where the Base Prospectus 
                                           (and any supplements) have been notified 
                                           to the competent authority in that 
                                           Relevant Member State and published 
                                           in accordance with the Prospectus 
                                           Directive. 
  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         Application has been made for the 
        to trading:                       Securities to be admitted to the official 
                                          list of the UK Listing Authority and 
                                          for the Securities to be admitted 
                                          to trading on the regulated market 
                                          of the London Stock Exchange. 
                                          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. 
       (ii) Relevant Stock               London Stock Exchange 
        Exchange(s): 
  2    NOTIFICATION 
       The Central Bank has provided the Financial Conduct Authority 
        of the United Kingdom with a certificate of approval attesting 
        that the Base Prospectus has been drawn up in accordance 
        with the Prospectus Directive. 
  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 the Base Prospectus. 
  5    PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING 
        THE METAL 
       See description of the Metal in the section entitled "Precious 
        Metals Market Overview" in the Base Prospectus. 
  6    OPERATIONAL INFORMATION 
       ISIN:                             IE00B4ND3602 
       SEDOL:                            B4R1D93 
       WKN (if applicable):              Not Applicable. 
       Relevant Clearing System:         CREST 
       Delivery:                         Delivery free of payment. 
       Intended to be held               No 
        in a manner which would 
        allow Eurosystem eligibility: 
  7    GENERAL 
       Applicable TEFRA exemption:       Not Applicable 
 

Annex

Summary of the Individual Issue

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A - D (A.1 - D.2).

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 due to 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".

 
                                            SUMMARY 
 A. INTRODUCTION AND WARNINGS 
 A.1.1     Name and international securities identifier number (ISIN) 
            of the Securities 
          ------------------------------------------------------------------------------------- 
       Tranche 1173 of Series iShares Physical Gold ETC Securities 
        due 27th March 2020 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 549300PO323YR44QGL24 
 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. 
 A.1.4     Date of approval of the Base Prospectus 
          ------------------------------------------------------------------------------------- 
 The Base Prospectus was approved on 25 October 2019 
 A.1.5     Warning 
          ------------------------------------------------------------------------------------- 
 This summary has been prepared in accordance with Article 7 
  of Regulation (EU) 2017/1129 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 549300PO323YR44QGL24. 
        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 EUR100,000. 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 
          ------------------------------------------------------------------------------------- 
 Michael Griffin, Kevin O'Brien and Barry O'Dwyer 
 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 2019 and 30 
        April 2018:                                            2019                     2018 
               Total current assets                 US$4,269,618,464         US$3,367,912,560 
                                             -----------------------  ----------------------- 
               Total equity                         US$57,331                US$56,956 
                                             -----------------------  ----------------------- 
               Total current liabilities            US$4,269,561,133         US$3,367,103,470 
                                             -----------------------  ----------------------- 
               Total equity and liabilities         US$4,269,618,464         US$3,367,912,560 
                                             -----------------------  ----------------------- 
 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 commodity-linked securities in dematerialised, 
        uncertificated registered form. The form of the Securities 
        may in limited circumstances be modified by the Issuer without 
        the approval of securityholders or the consent of the Trustee 
        pursuant to future listing requirements. 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 Securities 
        are undated and have no final maturity date. As at the issue 
        date of the above Tranche of Securities, there will be 609,599,320 
        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). 
  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; or 
  (d) certain key service providers of the Issuer resign or their 
  appointment is terminated and no successor has been appointed 
  within 60 days. 
  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 USD 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 and any European Economic Area 
  countries to whose competent authority the Base Prospectus 
  has not 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 Listing Authority and have been admitted 
        to trading on the regulated market of the London Stock Exchange. 
        The Securities may also be admitted to trading on the Frankfurt 
        Stock Exchange and 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. 
 
 
          *    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 of a metal 
               counterparty if it does not perform its obligations 
               under its metal sale agreement and to the credit of 
               the custodian if it does not perform its obligations 
               under the custody agreement, in each case 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, 
               registrars, 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 0.19% 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 
        . 
        Publication of a Supplement : If the Issuer publishes a supplement 
        to the Base Prospectus pursuant to Article 23 of the 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 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, registrars, 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. 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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March 26, 2020 05:53 ET (09:53 GMT)

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