iShares Physical Metals Plc Publication of Final Terms

Date : 01/07/2020 @ 09:52
Source : UK Regulatory (RNS & others)

iShares Physical Metals Plc Publication of Final Terms

RNS Number : 7001R

iShares Physical Metals Plc

01 July 2020

FORM OF FINAL TERMS

The form of Final Terms that will be issued in respect of each Tranche, subject only to the deletion of non-applicable provisions, is set out below:

Final Terms dated 2nd July 2020

iSHARES PHYSICAL METALS PLC

Issue of 50,000 Securities of iShares Physical

iShares Physical Silver ETC

being the Tranche Number 306 of iShares Physical Silver 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 and the Supplement to this Base Prospectus dated 11 June 2020 which together constitute 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 copies may be obtained from the office of the Initial Registrar. A summary of the individual issue is annexed to these Final Terms.

The Securities do not constitute participations in a collective investment scheme within the meaning of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006 (the "CISA"). Therefore, the Securities are not subject to the approval of, or supervision by, the Swiss Financial Market Supervisory Authority ("FINMA") and investors in the Securities will not benefit from protection under the CISA or supervision by the FINMA.

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 Silver ETC 
         (ii) Tranche Number                    306 
 
 
 
 3.      Series Currency                        USD 
 
 4.      Number of Securities of the 
          Series: 
         Prior to the issue of the 
          Tranche of Securities to 
 (i)      which these Final Terms relate:       36,207,618 
         Immediately following the 
          issue of the Tranche of Securities 
          to which these Final Terms 
 (ii)     relate:                               36,257,618 
         Comprising the Tranche of 
          Securities to which these 
 (iii)    Final Terms relate:                   50,000 
 
 5.      Issue Price                            17.196798 
 
         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 
 6.       the Series):                          0.963676032 
 
 7.            (i) Issue Date of this Tranche    2 July 2020 
                of Securities: 
                (ii) Date on which Board          25 October 2019 
                 approval for issuance of 
                 Securities obtained: 
 
 
 8.      Maturity Date                          Open Ended 
 
 9.      Coupon                                 Not Applicable (N/A). 
 
 TRANSACTION PARTIES 
 
 10.     Authorised Participant(s):             As at the Issue Date of the Tranche of 
                                                 Securities to which these Final Terms 
                                                 relate: 
 
                                                Susquehanna Ireland Limited, whose registered 
                                                 office is at 
                                                 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). 
 
 11.     Metal Counterparty(ies) (as            JPMorgan Chase Bank N.A., London Branch, 
          at the Issue Date of the               whose 
          Tranche of Securities to               principal London office is at 125 London 
          which these Final Terms relate):       Wall, London EC2Y 
                                                 5AJ. 
 
 12.     Paying Agent(s)                        Citibank N.A. London Branch 
                                                 Citigroup Centre, Canada Square, Canary 
                                                 Wharf, London E14 5LB 
 
 PROVISION RELATING TO FEES 
 
 13.     Total Expense Ratio (as at             0.40% per annum 
          the Issue Date of the Tranche 
          of Securities to which these 
          Final Terms relate): 
 
 14.     Subscription Fee (as at the            Not Applicable (N/A). 
          Issue Date of the Tranche 
          of Securities to which these 
          Final Terms relate): 
 
 
 
 15.     Buy-Back Fee (as at the Issue          Not Applicable (N/A). 
          Date of the Tranche of Securities 
          to which these Final Terms 
          relate): 
 
 GENERAL PROVISIONS APPLICABLE TO THE SECURITIES 
 
 16.     Non-exempt Offer:                      An offer of the Securities may be made 
                                                 by the Authorised Participant(s) other 
                                                 than pursuant to Article 1(4) of the Prospectus 
                                                 Regulation in the United Kingdom and any 
                                                 other Relevant Member State where this 
                                                 Base Prospectus (and any supplements) 
                                                 have been notified to the competent authority 
                                                 in that Relevant Member State and published 
                                                 in accordance with the Prospectus Regulation. 
 
 
 
 LISTING AND ADMISSION TO TRADING APPLICATION 
 
 These Final Terms comprise the final terms required to list and have 
  admitted to trading the Tranche of Securities described herein pursuant 
  to the Secured Precious Metal Linked Securities Programme. 
 
 

Signed on behalf of the Issuer:

By:

............................................

Duly authorised

Part B - Other Information

 
 1.     LISTING 
 (i)    Listing and admission to      Application has been made for the Securities 
         trading:                      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 Exchange(s):   London Stock Exchange 
 
 2.     NOTIFICATION 
 
        The Central Bank has provided the Financial Conduct Authority of 
         the United Kingdom with a with a certificate of approval attesting 
         that this Base Prospectus has been drawn up in accordance with the 
         Prospectus Regulation. 
 
 3.     INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 
 
        Save as discussed in "Subscription and Sale", so far as the Issuer 
         is aware, no person involved in the offer of the Securities has 
         an interest material to the offer. 
 
 4.     REASONS FOR THE OFFER 
 
        Reasons for the offer:        See section headed "Use of Proceeds" in 
                                       this Base Prospectus. 
        Estimated net proceeds:       Not Applicable 
 
 5.     PERFORMANCE OF THE METAL AND OTHER INFORMATION CONCERNING THE METAL 
 
        See description of the Metal in the section entitled "Precious Metals 
         Market Overview" in this Base Prospectus. 
 
 6.     OPERATIONAL INFORMATION 
        ISIN:                         IE00B4NCWG09 
        SEDOL:                        B4NCWG0, B425ZM7 
        WKN (if applicable):          A1KWPR 
        Relevant Clearing System:     Euroclear Bank S.A./N.V and Clearstream 
                                       Banking, société anonyme 
        Delivery:                     Delivery free of payment. 
        Trading Method:               Units 
        Minimum Trading Amount:       At least 1 security 
         Maximum Issue Size:          The aggregate number of units of the Series, 
                                       of which this Tranche forms a part, which 
                                       are outstanding from time to time will 
                                       not exceed an up-to amount of 300,000,000,000 
                                       units. 
 
 7.     GENERAL 
 
        Applicable TEFRA exemption:   Not Applicable 
 
 
 
 
                                                                    SUMMARY 
 A. INTRODUCTION AND WARNINGS 
 A.1.1                   Name and international securities identifier number (ISIN) 
                          of the Securities 
                        ----------------------------------------------------------------------------------------------------------------------- 
       Tranche 306 of Series iShares Physical Silver ETC Securities due 
        30th June 2020 issued under the Issuer's Secured Precious Metal 
        Linked Securities Programme. ISIN Code: IE00B4NCWG09. 
 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 549300Y97B2VJ4SN4292. 
 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 549300Y97B2VJ4SN4292. 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 precious metal-linked securities represented 
        by a registered global certificate. The ISIN Code of the Securities 
        is IE00B4NCWG09. 
 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 36,257,618 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$4.50. 
 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 silver. Each 
  Security will have a metal entitlement expressed as an amount 
  in weight of the Metal. No payments will be due to securityholders 
  during the life of the Securities, other than on early redemption 
  of the Securities. 
  During the life of the Securities, securityholders can, through 
  financial intermediaries, buy and sell Securities on each exchange 
  on which the Securities are listed from time to time. Only the 
  authorised participants in respect of the Series specified in 
  the Final Terms can subscribe for Securities directly from the 
  Issuer and request the Issuer to buy back Securities of such Series, 
  except in limited circumstances. 
  However, on an early redemption, each Security will, by default, 
  be redeemed for a cash amount in USD being the sale proceeds of 
  the metal entitlement as at the relevant early redemption trade 
  date (save that eligible authorised participants may elect to 
  receive the metal entitlement in Metal) subject to the deduction 
  of an early redemption fee (and after payment and/or delivery 
  in respect of the Issuer's obligations owing to prior ranking 
  creditors). 
  CDIs 
  CREST Depositary Limited will issue dematerialised CREST Depositary 
  Interests or "CDIs", which represent an indirect interest in the 
  Securities. CDIs are separate legal instruments from the Securities 
  and are transferable through Euroclear UK and Ireland Limited 
  (CREST). 
  Metal Entitlement 
  The initial metal entitlement, being the metal entitlement on 
  the issue date of the first tranche of the Series, is the amount 
  of Metal per Security equal 1 troy ounce. 
  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, the United Kingdom 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. 
 
 
          *    The holder of a beneficial interest in a registered 
               global certificate must rely on the procedures of the 
               relevant clearing system to receive payments under 
               the Securities. The Issuer has no responsibility or 
               liability for the records relating to, or payments 
               made in respect of, beneficial interests in any 
               registered global certificate. 
 
 
          *    CDIs do not confer legal ownership of the Securities 
               to which they relate. Rights in respect of the 
               Securities cannot be enforced by holders of CDIs 
               except indirectly through the nominee for CREST 
               Depositary Limited who in turn can enforce rights 
               indirectly through the relevant clearing system. 
 
 
          *    Investing in the Securities will not make an investor 
               the owner of the Metal held by the custodian or a 
               sub-custodian on behalf of the Issuer in respect of 
               the Series. Any amounts payable on a buy-back or 
               early redemption of Securities which are not held by 
               authorised participants will be in cash and an 
               investor who is not an authorised participant can 
               only realise value from a Security prior to an 
               occurrence of an early redemption by selling it at 
               its then market price to an authorised participant or 
               to other investors on the secondary market. 
 
 
          *    The principal amount in respect of the Securities 
               operates as a minimum repayment amount on early 
               redemption. In the event that the metal entitlement 
               in respect of the Series is insufficient to pay such 
               principal amount to all securityholders who have 
               elected to receive the principal amount, such 
               securityholders may not receive payment of the 
               principal amount in full and may receive 
               substantially less. 
 
 
          *    The Issuer is exposed to the credit risk of a metal 
               counterparty if it does not perform its obligations 
               under its metal sale agreement and to the credit risk 
               of the custodian if it does not perform its 
               obligations under the custody agreement, in each case 
               in respect of the Series. The Issuer is also exposed 
               to the credit of the administrator and the relevant 
               paying agent for so long as either may be holding 
               amounts payable to securityholders in respect of the 
               Series. 
 
 
          *    The custodian is required, under the custody 
               agreement in respect of the Series, to verify that 
               the Metal delivered by authorised participants in 
               exchange for Securities complies with the "The Good 
               Delivery Rules for Gold and Silver Bars" published by 
               the London Bullion Market Association and "The 
               London/Zurich Good Delivery List" published by the 
               London Platinum and Palladium Market (as 
               appropriate). Such verification may not fully prevent 
               the deposit of Metal by authorised participants that 
               fail to meet the required purity standards. 
 
 
          *    The arranger and adviser, trustee, custodian, 
               administrator, registrar, paying agent, authorised 
               participants, metal counterparties and/or their 
               affiliates in respect of the Series may actively 
               trade or hold positions in the Metal and other 
               financial instruments based on or related to the 
               Metal. Such activities present conflicts of interest 
               and could adversely affect the price and liquidity of 
               Securities. 
 D. KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND 
  THE ADMISSION TO TRADING ON A REGULATED MARKET 
 D.1                     Under which conditions and timetable can I invest in this 
                          security? 
                        ----------------------------------------------------------------------------------------------------------------------- 
       Only an authorised participant in respect of the Series may request 
        that the Issuer issues Securities in respect of the relevant Series 
        by delivering a subscription order. The Issuer has absolute discretion 
        to accept or reject in whole or in part any such subscription 
        request. Authorised participants subscribing for Securities will 
        be required to transfer to the Issuer an amount of Metal equal 
        to the product of the metal entitlement in respect of the Series 
        and the number of Securities being subscribed, plus a subscription 
        fee. The metal entitlement applicable for the first tranche of 
        Securities of the Series that is issued by the Issuer will be 
        the initial metal entitlement for the Series, and the metal entitlement 
        applicable for subsequent tranches of the Series issued by the 
        Issuer will be the metal entitlement on the subscription trade 
        date in respect of the Series. Prior to any issue of Securities, 
        such Metal must be allocated by the custodian (or a sub-custodian) 
        to an allocated account for the Series. 
        The Issuer may buy back all or some of the Securities in certain 
        circumstances subject to a buy back fee. 
        During the life of the Securities, securityholders can buy and 
        sell Securities through financial intermediaries on each exchange 
        on which the Securities are listed from time to time. 
        An investor intending to acquire or acquiring any Securities from 
        an authorised participant will do so, and offers and sales of 
        the Securities to an investor by an authorised participant will 
        be made, in accordance with any terms and other arrangements in 
        place between such authorised participant and such investor including 
        as to price, allocations and settlement arrangements. Neither 
        the Issuer nor the arranger will be a party to any such arrangements 
        with investors (except where the arranger itself offers Securities 
        to an investor) and, accordingly, the Base Prospectus and any 
        Final Terms may not contain such information and, in such case, 
        an investor must obtain such information from the relevant authorised 
        participant or the arranger, as applicable. Investors should however 
        note the following: 
        Amount of the offer : The number of Securities subject to the 
        offer will be determined on the basis of the demand for the Securities 
        and prevailing market conditions and be published. 
        Offer Price : The offer price per Security will be the delivery 
        of the metal entitlement specified in the Final Terms, subject 
        to any applicable fees and commissions of the person offering 
        such Security. 
        Offer Period : Securities may be offered at any time from the 
        issue date of the first tranche of the Series up to the date on 
        which all the Securities of the Series are redeemed. 
        Expenses : The total expense ratio ("TER"), being 0.40% 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, 
        administrator, registrar, paying agent, authorised participants, 
        metal counterparties and/or their affiliates may actively trade 
        or hold positions in the Metal and other financial instruments 
        based on or related to the Metal. Such activities present conflicts 
        of interest and could adversely affect the price and liquidity 
        of Securities. 
 

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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July 01, 2020 04:52 ET (08:52 GMT)

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