TIDMIRSH

RNS Number : 7036R

Invesco Physical Markets PLC

01 July 2020

Final Terms dated 01 July 2020

INVESCO PHYSICAL MARKETS PLC

Issue of 45,000 Secured Gold-Linked Certificates due 2100

under the

Secured Precious Metals-Linked Certificates Programme

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Certificates in any Member State of the European Economic Area will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended) (the "Prospectus Regulation") from the requirement to publish a prospectus for offers of the Certificates. Accordingly any person making or intending to make an offer of the Certificates may only do so in:

(i) in circumstances in which no obligation arises for the Issuer or any Authorised Participant to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer; or

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

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

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated 28 February 2020 which constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Certificates described herein for the purposes of Article 8(4) of the Prospectus Regulation. These Final Terms contain the final terms of the Tranche of Certificates described herein and must be read in conjunction with such Base Prospectus.

Full information on the Issuer and the offer of the Tranche of Certificates described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus are available for viewing at www.ise.ie and etf.invesco.com and during normal business hours at Block A, Georges Quay Plaza, Georges Quay, Dublin 2, Ireland. A summary of the individual issue is annexed to these Final Terms.

 
 1.    Issuer:                            Invesco Physical Markets 
                                           plc 
 2.    Issue Date:                        02 July, 2020 
       Number of Certificates comprised 
 3.     in the Tranche:                   45,000 
 4.    Final Maturity Date:               31 December, 2100 
 5.    Underlying Precious Metal:         Gold 
 6.    Initial Per Certificate            0.1 fine troy ounces Gold 
        Entitlement to Underlying          (being the Per Certificate 
        Precious Metal as at the           Entitlement to Gold of the 
        Issue Date:                        Certificates already in 
                                           issue, as at the Issue Date) 
 7.    Reduction Percentage:              0.19 per cent. per annum 
 8.    Rounding Amount:                   The nearest 1000 of a fine 
                                           troy ounce. 
 9.    Issue Price:                       $171.4094 per Certificate 
 10.   Settlement (Condition 7):          Cash Settlement or Physical 
                                           Settlement 
 11.   (a) Names and addresses            Located at: 
        of Authorised Participants:        http://www.source.info/investing.html?sessMode=true 
       (b) Date of Subscription           11(th) April, 2011 
        Agreement: 
 12.   Total commission and concession:   Not Applicable 
 13.   Non-exempt Offer:                  Not Applicable 
 

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the regulated market of

Euronext Dublin, the regulated market of the London Stock Exchange, the Regulated Market (General Standard)

(Regulierter Markt (General Standard)) of the Frankfurt Stock Exchange (Frankfurter Wertpapierborse), the Borsa

Italiana ETFplus market of the Italian Stock Exchange (Borsa Italiana S.p.A.) and Euronext in Amsterdam of the

Certificates described herein pursuant to the Secured Precious Metals-Linked Certificates Programme of Invesco

Physical Markets plc.

RESPONSIBILITY

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

Signed on behalf of Invesco Physical Markets plc:

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

Duly authorised

PART B - OTHER INFORMATION

 
 1.    LISTING 
       (a) Listing                   Ireland, London, Frankfurt, 
                                      Italy and the Netherlands. 
       (b) Admission to trading      Application will be made 
                                      by the Issuer (or on its 
                                      behalf) for the Certificates 
                                      to be admitted to trading 
                                      on the regulated market 
                                      of Euronext Dublin the regulated 
                                      market of the London Stock 
                                      Exchange, the Regulated 
                                      Market (General Standard) 
                                      (Regulierter Markt (General 
                                      Standard)) of the Frankfurt 
                                      Stock Exchange (Frankfurter 
                                      Wertpapierbörse), the 
                                      Borsa Italiana ETFplus market 
                                      of the Italian Stock Exchange 
                                      (Borsa Italiana S.p.A) and 
                                      Euronext in Amsterdam. 
                                     This Tranche of Certificates 
                                      is fungible with 
                                      the Certificates of the 
                                      same Series already in issue 
                                      which have been admitted 
                                      to trading on the regulated 
                                      market of Euronext Dublin, 
                                      the regulated market of 
                                      the London Stock Exchange, 
                                      the Regulated Market (General 
                                      Standard) (Regulierter Markt 
                                      (General Standard)) of the 
                                      Frankfurt Stock Exchange 
                                      (Frankfurter Wertpapierbörse), 
                                      the Borsa Italiana ETFplus 
                                      market of the Italian Stock 
                                      Exchange (Borsa Italiana 
                                      S.p.A) and Euronext in Amsterdam. 
 2.    EXPENSES OF THE OFFER 
  Estimate of total expenses 
   related to admission to 
   trading:                          EUR500 
 3.    OPERATIONAL INFORMATION 
  ISIN Code:                         IE00B579F325 
  Delivery:                          Delivery against payment. 
  Paying Agent:                      Citibank Europe plc 
  Clearing System:                   Euroclear Bank S.A./N.V., 
                                      1 Boulevard du Roi Albert 
                                      II, B-1210 Brussels, Luxembourg 
                                      Clearstream Banking S.A., 
                                      42 Avenue JF Kennedy, L-1855 
                                      Luxembourg, Luxembourg 
  Trading Method:                    Units 
  Minimum Trading Amount:            The minimum number of Certificates 
                                      that may be traded is 1 
                                      and any integral multiple 
                                      thereof. 
  Maximum Issue Size:                The aggregate number of 
                                      all Certificates of the 
                                      Series of which this Tranche 
                                      forms a part which are outstanding 
                                      from time to time will not 
                                      exceed 300,000,000. 
 

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 
                   ----------------------------------------------------------------------------------------------------------- 
 45,000 secured Gold-Linked Certificates due 31 December 2100 ISIN 
  Code: IE00B579F325 
  A.1.2             Identity and contact details of the issuer, including its 
                     legal entity identifier (LEI) 
                   ----------------------------------------------------------------------------------------------------------- 
 Invesco Physical Markets Public Limited Company (the "Issuer") 
  is a public limited company incorporated in Ireland. Its registered 
  address is Block A Georges Quay Plaza Georges Quay Dublin 2 Ireland. 
  The Issuer's telephone number is +353 1 963 1030 and its legal 
  entity identifier is 635400BMHI1HQJRHYS23. 
  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, New Wapping Street, North Wall Quay, 
  Dublin 1 D01 F7X3 and telephone number: +353 (0)1 224 6000, in 
  accordance with Regulation (EU) 2017/1129. 
  A.1.4             Date of approval of the Base Prospectus 
                   ----------------------------------------------------------------------------------------------------------- 
 The Base Prospectus was approved on 28 February 2020 
  A.1.5             Warning 
                   ----------------------------------------------------------------------------------------------------------- 
 This summary has been prepared in accordance with Article 7 of 
  Regulation (EU) 2017/1129 and be read as an introduction to the 
  Base Prospectus ("Base Prospectus"). Any decision to invest in 
  the Certificates should be based on consideration of the Base 
  Prospectus as a whole by the investor. An investment in Certificates 
  involves a significant degree of risk and 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, 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 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 Certificates. 
  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 635400BMHI1HQJRHYS23. The Issuer 
  was registered and incorporated in Ireland as a public limited 
  company on 26 May 2009 under the Irish Companies Act 2014, registration 
  number 471344. 
  B.1.2             Principal activities 
                   ----------------------------------------------------------------------------------------------------------- 
 The Issuer has been established as a special purpose vehicle for 
  the purpose of issuing asset backed securities. The Issuer has 
  established a programme (the "Programme") under which it can, 
  from time to time, issue series (each, a "Series") of secured 
  exchange traded certificates linked to a certain precious metal 
  (each a "Precious Metal") (the "Certificates"). 
  B.1.3             Major Shareholders 
                   ----------------------------------------------------------------------------------------------------------- 
 The Issuer has an authorised share capital of EUR 40,000. The 
  Issuer has issued 40,000 ordinary shares, all of which are fully 
  paid. All such issued ordinary shares are held by Vistra Capital 
  Markets (Ireland) Limited (formerly Deutsche International Finance 
  (Ireland) Limited) on trust for charitable purposes. 
  B.1.4             Key managing directors 
                   ----------------------------------------------------------------------------------------------------------- 
 Eimir McGrath, Bronagh Hardiman 
  B.1.5             Identity of the statutory auditors 
                   ----------------------------------------------------------------------------------------------------------- 
 Pricewaterhouse Coopers, One Spencer Dock, North Wall Quay, Dublin 
  1, Ireland 
  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 31 December 2018 and 31 December 2017:                                2018                2017 
  Total current assets           USD 4,993,525,975   USD 4,788,084,917 
                                ------------------  ------------------ 
  Total equity                   USD 59,262          USD 58,887 
                                ------------------  ------------------ 
  Total current liabilities      USD 4,993,466,713   USD 4,788,026,030 
                                ------------------  ------------------ 
  Total equity and liabilities   USD 4,993,525,975   USD 4,788,084,917 
                                ------------------  ------------------ 
  B.3               What are the key risks that are specific to the Issuer? 
                   ----------------------------------------------------------------------------------------------------------- 
 The Issuer has been established as a special purpose vehicle for 
  the purpose of establishing the programme and issuing multiple 
  series of asset backed securities, holding the relevant underlying 
  precious metals, and entering into, and performing its obligations 
  under, agreements related to the foregoing. The Issuer has, and 
  will have, no assets other than its issued and paid-up share capital, 
  such fees (as agreed) payable to it in connection with the issue 
  of Certificates or entry into other obligations from time to time 
  and any assets on which Certificates or other obligations are 
  secured. 
  C                 Key Information on the Securities 
                   ----------------------------------------------------------------------------------------------------------- 
  C.1               What are the main features of the Securities? 
                   ----------------------------------------------------------------------------------------------------------- 
  C.1.1             Type, class and ISIN 
                   ----------------------------------------------------------------------------------------------------------- 
 The Certificates are commodity linked securities in registered 
  form. The Certificates of each Series will initially be represented 
  by a global registered certificate which will be registered in 
  the name of a nominee for the common depository as nominee for, 
  and deposited with, the common depository for Euroclear and Clearstream, 
  Luxembourg. Individual certificates will only be available in 
  limited circumstances. The ISIN Code of the Certificates is IE00B579F325 
  C.1.2             Currency, denomination, par value, number of securities 
                     issued and duration 
                   ----------------------------------------------------------------------------------------------------------- 
 The Certificates are denominated in U.S. dollars. The Certificates 
  have a final maturity date of 31 December 2100. As of the issue 
  date of this tranche of certificates, there will be 66,785,912 
  Gold-Linked Certificates in issue. The Certificates are being 
  treated by the Issuer as having a minimum denomination of less 
  than EUR 100,000. 
  C.1.3             Rights attached to the Securities 
                   ----------------------------------------------------------------------------------------------------------- 
 Overview 
  The underlying assets for a Series of Certificates is the specified 
  pool of a particular Precious Metal recorded in the relevant custody 
  accounts of the Issuer with the Programme's custodian from time 
  to time. On any date, such pool is expected to comprise an amount 
  of the relevant Precious Metal no less than the aggregate of the 
  "Per Certificate Entitlement" to such Precious Metal for all outstanding 
  Certificates of such Series (being the per Certificate entitlement 
  to the underlying Precious Metal specified in the Final Terms, 
  which is thereafter reduced on a daily basis by the "Reduction 
  Percentage", being the percentage rate by which the initial Per 
  Certificate Entitlement will reduce on a daily basis on the assumption 
  that the daily rate will be the per annum rate specified in the 
  Final Terms divided by 365 and applied accordingly). 
  Redemption 
  Each Certificate gives the holder the right to receive the applicable 
  payment (or in certain circumstances, the delivery of an amount 
  of the underlying Precious Metal) on its redemption. 
  Final Redemption 
  All Certificates of a given Series that have not been previously 
  redeemed or purchased or cancelled will be redeemed on the date 
  specified in the Final Terms as the Final Maturity Date by payment 
  of the relevant "Cash Amount" in respect of such Certificates 
  (being an amount in US dollars determined by the Portfolio Administrator 
  equal to the amount of received by the Issuer in respect of the 
  sale of the relevant amount of the relevant Precious Metal in 
  respect of such Certificates less all expenses, fees and charges 
  incurred or to be incurred by the Issuer in respect of such redemption, 
  subject to a minimum of US$0.01). 
  Certificateholder Optional Redemption 
  Where a Certificateholder exercises its option to redeem in accordance 
  with the applicable procedures, the Issuer shall redeem those 
  Certificates by payment of the relevant Cash Amount on the relevant 
  settlement date ("Cash Settlement"), unless it is specified in 
  the redemption notice that the Certificateholder is electing for 
  settlement by the transfer of the applicable delivery amount of 
  the relevant Precious Metal ("Physical Delivery") and the other 
  criteria for Physical Delivery are fulfilled. 
  Optional Redemption in Whole 
  The Issuer may redeem all (but not some only) of the Certificates 
  on certain dates by payment of the relevant Cash Amount, provided 
  the Issuer has given not less than 60 days' notice of its intention 
  to redeem all of the Certificates to the trustee, the Certificateholders, 
  other parties to the transaction documents relating to the Programme 
  and any stock exchange on which the Certificates are listed. 
  Mandatory Redemption 
  The Issuer shall instruct the Portfolio Administrator to sell 
  all of the Secured Property and apply the sales proceeds (less 
  all expenses, fees and charges) in accordance withthe Payment 
  Priorities and redeem each outstanding Certificate, in the event 
  of: 
  i. changes in tax law which may result in withholding to be applied 
  to payments made by the Issuer in respect of the Certificates, 
  the cost of the Issuer complying with its obligations in respect 
  of the Programme being materially increased or result in an increased 
  VAT cost to the Issuer; 
  ii. the resignation or termination of the appointment of the trustee, 
  custodian or portfolio administrator and a successor is not appointed 
  within the prescribed timeframe; or 
  iii. if at any time the portfolio administrator determines and 
  notifies the Issuer that the aggregate number of Certificates 
  outstanding on any day after the first anniversary of the issue 
  date of the first Tranche of Certificates is less than 1,000,000. 
  Status and Security 
  The Certificates constitute secured, limited recourse obligations 
  of the Issuer. The Certificates will at all times rank without 
  preference or priority pari passu amongst themselves. 
  The Certificates of each Series will be secured pursuant to the 
  security deed entered into by the trustee and the Issuer in respect 
  of such Series (each a "Security Deed") in favour of the trustee 
  for itself and for the other parties listed and entitled to payment 
  in the Payments Priorities (defined below) (the "Secured Creditors"), 
  as follows: 
  i. a first fixed charge over all of the Issuer's rights, title 
  and interest in and to the relevant Precious Metal from time to 
  time standing to the credit of the allocated and unallocated accounts 
  of the Issuer with the custodian, in which the custodian holds 
  the underlying Precious Metal on an allocated and unallocated 
  basis, and all rights and sums derived therefrom from time to 
  time; 
  ii. a first fixed charge over all of the Issuer's rights, title 
  and interest in and to the cash account in respect of the Series; 
  and 
  iii. an assignment by way of security of the Issuer's rights, 
  title and interest in and to each of the transaction documents 
  relating to the Programme to the extent that they relate to the 
  Certificates and any sums payable thereunder including the Issuer's 
  rights to any sums held by any other party thereto to meet payments 
  due in respect of the Certificates, but only to the extent that 
  the same relates to the Certificates. 
  (collectively, the "Security"). 
  Payment Priorities 
  The claims of the holders of Certificates and the other Secured 
  Creditors in respect of the Certificates of a Series will rank 
  in accordance with the following order of priorities (the "Payment 
  Priorities"): 
  i. first, in payment or satisfaction of any taxes and statutory 
  fees owing by the Issuer to any tax authority; 
  ii. second, in payment or satisfaction of the fees, costs, charges, 
  expenses and liabilities properly incurred by and any indemnity 
  payments owed by the Issuer to the trustee or any receiver in 
  preparing and executing the trusts created by the trust deed and 
  Security Deed relating the relevant Series (including any amounts 
  representing or otherwise in respect of VAT, the costs of realising 
  any Security and the trustee's remuneration; 
  iii. third, in payment or satisfaction pari passu and rateably 
  of all amounts due and unpaid (including any amounts representing 
  or otherwise in respect of VAT) by the Issuer to the paying agents, 
  the registrar, the custodian, the precious metals counterparty, 
  account bank and the portfolio administrator in respect of the 
  Certificates; 
  iv. fourth, in payment or satisfaction pari passu and rateably 
  of all amounts due and unpaid (including any amounts representing 
  or otherwise in respect of VAT) by the Issuer to the portfolio 
  adviser; 
  v. fifth, in payment or satisfaction pari passu and rateably of 
  all amounts then due and unpaid (including any amounts representing 
  or otherwise in respect of VAT) in respect of the Certificates 
  to the certificateholders; 
  vi. sixth, in payment or satisfaction pari passu and rateably 
  of all other amounts due and unpaid (including any amounts representing 
  or otherwise in respect of VAT) by the Issuer to any other transaction 
  party in respect of the Certificates; and 
  vii. seventh, in payment of any balance to the Issuer. 
  Limited Recourse 
  In respect of any Series of Certificates, the Certificateholders 
  shall have recourse only to the property of the Issuer which is 
  subject to the Security (the "Secured Property") in respect of 
  such Series of Certificates. If the net proceeds of the realisation 
  of the Secured Property are not sufficient to make all payments 
  due in respect of the Certificates and due to each other creditor 
  relating to the Certificates, no other assets of the Issuer will 
  be available to meet such shortfall, the claims of the Certificateholders 
  and any other creditors relating to the Certificates in respect 
  of any such shortfall shall be extinguished. No party will be 
  able to petition for the winding up of the Issuer as a consequence 
  of any such shortfall. 
  Events of Default 
  If any of the following events ("Certificate Events of Default") 
  occurs, the trustee shall, if so directed and may, at its discretion, 
  give notice to the Issuer that the Certificates are, and they 
  shall immediately become, due and payable: 
  i. the Issuer fails to pay any amounts due in respect of the Certificates 
  or deliver any underlying Precious Metal due in respect of the 
  Certificates within 5 business days of the due date for payment 
  or delivery, other than as contemplated by the conditions of the 
  Certificates; 
  ii. the Issuer defaults in the performance or observance of any 
  of its other obligations under the Certificates or any of the 
  other documents relating to the issue of the Certificates or any 
  of the covenants of the Issuer contained in the trust deed between 
  the Issuer, the trustee and the portfolio adviser which default 
  is incapable of remedy or, if in the opinion of the trustee capable 
  of remedy, is not in the opinion of the trustee remedied within 
  30 days after notice of such default shall have been given to 
  the Issuer by the trustee; 
  iii. an insolvency event occurs in relation to the Issuer; or 
  iv. it is or will become unlawful for the Issuer to perform or 
  comply with any of its obligations under or in respect of the 
  Certificates or any of the other documents relating to the issue 
  of the Certificates. 
  Withholding Tax 
  All payments in respect of Certificates will be made free and 
  clear of withholding taxes of the Issuer's jurisdiction, unless 
  the withholding is required by law. In that event, the Issuer, 
  the trustee, the paying agent(s) or any other agent of the Issuer 
  (as the case may be) shall make such payments after such tax deduction 
  and shall account to the relevant authorities for the amount so 
  withheld or deducted. Neither the Issuer, the trustee, the paying 
  agent(s) nor any other agent of the Issuer will be obliged to 
  pay any additional amounts to the Certificateholders as a result 
  of any such tax deduction. 
  Governing law 
  The Certificates, the trust deed, the Portfolio Administration 
  Agreement, the Agency Agreement and the Global Custody Agreement 
  will be governed by Irish law. All other transaction documents 
  relating to the Programme will be governed by English law. 
  C.1.4             Rank of the Securities in the Issuer's capital structure 
                     upon insolvency 
                   ----------------------------------------------------------------------------------------------------------- 
 The Certificates are secured, limited recourse obligations of 
  the Issuer and the Certificates of a Series rank equally amongst 
  themselves. The Issuer's obligations thereunder are secured by 
  the Security. 
  C.1.5             Restrictions on free transferability of the securities 
                   ----------------------------------------------------------------------------------------------------------- 
 The distribution of the Base Prospectus and the offering or sale 
  of the Certificates in certain jurisdictions may be restricted 
  by law. Persons into whose possession the Base Prospectus or any 
  Final Terms comes are required by the Issuer and the authorised 
  participants to inform themselves about and to observe any such 
  restrictions. The Certificates have not been and will not be registered 
  under the United States Securities Act of 1933, as amended (the 
  "Securities Act"). Subject to certain exceptions, Certificates 
  may not be offered, sold or delivered within the United States 
  or to U.S. persons. 
  C.2               Where will the Securities be traded? 
                   ----------------------------------------------------------------------------------------------------------- 
 Euronext Dublin, Regulated Market (General Standard) (Regulierter 
  Markt General Standard) of the Frankfurt Stock Exchange, regulated 
  market of the London Stock Exchange plc, main segment of the SIX 
  Swiss Exchange, Borsa Italiana ETFplus market of the Italian Stock 
  Exchange (Borsa Italiana S.p.A.), Euronext in Amsterdam 
  C.3               What are the key risks that are specific to the Securities? 
                   ----------------------------------------------------------------------------------------------------------- 
       i. The Certificates of each Series are secured, limited recourse 
        obligations of the Issuer. The ability of the Issuer to meet its 
        obligations under the Certificates will be dependent on the payment 
        of all sums due from and delivery of all amounts of the underlying 
        Precious Metal deliverable by the precious metals counterparty 
        and any other service providers to the Issuer in respect of the 
        Certificates making the relevant payments and/or deliveries to 
        the Issuer. 
        ii. The value of the Certificates may fall in value as rapidly 
        as it may rise and investors may not get back the amount invested 
        and risk losing all of their investment. The value of the Certificates 
        may be affected by a number of factors, including changes in the 
        value of the underlying Precious Metal and volatility of the price 
        of the relevant Precious Metal and changes in foreign exchange 
        rates and economic, financial and political events that are difficult 
        to predict. 
        iii. The past performance of the relevant Precious Metal should 
        not be taken as an indication of the future performance of that 
        Precious Metal during the term of any Series of Certificates linked 
        to such Precious Metal. 
        iv. The Certificates issued under the Programme will not be guaranteed 
        by any entity and no person other than the Issuer will be obliged 
        to make payments on the Certificates of any Series. 
        v. In certain circumstances, an early redemption of the Certificates 
        may be imposed on investors which may result in the Certificates 
        being redeemed earlier than desired. 
        vi. Any underlying Precious Metal will be held by the custodian 
        at its London vault premises. Access to any underlying Precious 
        Metal held by the custodian and/or a sub-custodian could be restricted 
        by natural events (such as earthquakes or flooding) or human actions 
        (such as wars or terrorist attacks). 
        vii. There is a risk that the underlying Precious Metal for a 
        Series of Certificates could be lost, stolen or damaged and the 
        Issuer would not be able to satisfy its obligations in respect 
        of the Certificates. 
        viii. Neither the Trustee nor the custodian independently confirms 
        the fineness, weight of the underlying Precious Metal for a Series 
        of Certificates. The underlying Precious Metal may be different 
        from the reported fineness or weight required by the standard 
        of The London Bullion Market Association or The London Platinum 
        and Palladium Market, as appropriate, for quantities of the relevant 
        Precious Metal delivered in settlement of a trade in such Precious 
        Metal, in which case the value of the Certificates of each Series 
        linked to such underlying Precious Metal might decrease. 
        ix. In the case of the insolvency of the custodian, a liquidator 
        may seek to freeze access to the underlying Precious Metals held 
        in all of the accounts maintained by the custodian. Although the 
        Issuer would be able to claim ownership of properly allocated 
        underlying Precious Metals, the Issuer could incur expenses in 
        connection with asserting such claims, and the assertion of such 
        a claim by the liquidator could delay redemptions and settlement 
        of Certificates. 
        x. If the Issuer is unable to sell the relevant amount of the 
        underlying Precious Metal in connection with the redemption of 
        any Certificate of a Series, or fails to receive the sale proceeds 
        thereof, calculation and payment of the Cash Amount will be delayed 
        until such time as the Issuer is able to sell the underlying Precious 
        Metal and receives the sale proceeds in respect thereof. 
        xi. The Certificates aim to track the relevant underlying Precious 
        metal as closely as possible; however "tracking error" may occur 
        from time to time such that price at which Certificates of any 
        Series trade on Euronext Dublin or any other exchange to which 
        the Certificates may be admitted may not reflect accurately the 
        price of the underlying Precious Metal represented by such Series 
        of Certificates. 
  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? 
                   ----------------------------------------------------------------------------------------------------------- 
 The Issuer may from time to time issue Series of Certificates 
  under the Programme. Only an authorised participant may subscribe 
  for the Certificates. The issue price of the Certificates of a 
  Series will be determined by the Issuer and the relevant authorised 
  participants at the time of issue in accordance with prevailing 
  market conditions and will be specified in the relevant Final 
  Terms. 
  Offers and sales of the Certificates 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 Certificates 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 Certificates subject to the 
  offer will be determined on the basis of the demand for the Certificates 
  and prevailing market conditions and be published, provided that 
  the aggregate number of all Certificates of any and all Series 
  outstanding from time to time shall not in any event exceed 1,000,000,000 
  (the "Programme Limit"). 
  Offer Price: The offer price per Certificate will be equal to 
  the Issue Price specified in the Final Terms, subject to any applicable 
  fees and commissions of the person offering such Certificate. 
  Offer Period: Certificates may be offered to an investor at any 
  time between the Issue Date of the first Tranche of a Series of 
  Certificates and the Maturity Date of such Series. 
  In connection with the redemption of any Certificate at the option 
  of a Certificateholder, a redemption notice fee of up to US$500.00 
  will be payable by the relevant Certificateholder. 
  The Cash Amount payable or the delivery amount deliverable, as 
  applicable, in respect of any redemption is calculated net of 
  all expenses, fees and charges incurred or to be incurred in connection 
  therewith. 
  From time to time, in respect of Certificates of any particular 
  Series, a portion of the underlying Precious Metal equal to the 
  aggregate of the daily amounts by which the Per Certificate Entitlement 
  to such underlying Precious Metal has been reduced by the Reduction 
  Percentage over the relevant period will be withdrawn from the 
  relevant secured custody accounts and sold on behalf of the Issuer 
  and the proceeds thereof, in the normal course, paid to the portfolio 
  adviser in consideration for its services as portfolio adviser 
  and also its agreement to pay the fees and expenses due to the 
  other service providers in connection with the Programme (but 
  not including any indemnities granted in favour of the other service 
  providers). 
  D.2               Why has the prospectus been produced? 
                   ----------------------------------------------------------------------------------------------------------- 
 Use and estimated net amount of proceeds: The net proceeds from 
  the issue of the Certificates will be used by the Issuer to collateralise, 
  or to acquire collateral for, the Certificates 
  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 relevant 
  Precious Metal and other financial instruments based on or related 
  to the Precious Metal. Such activities present conflicts of interest 
  and could adversely affect the price and liquidity of Certificates. 
 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

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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(END) Dow Jones Newswires

July 01, 2020 05:13 ET (09:13 GMT)