TIDMXGDU
RNS Number : 5814Z
Xtrackers ETC PLC
12 January 2024
FINAL TERMS
Final Terms 15 January 2024
Xtrackers ETC plc (the "Issuer")
Series 5 up to 100,000,000,000 Xtrackers IE Physical Gold EUR
Hedged ETC Securities due 21 May 2080 issued under its Secured
Xtrackers ETC Precious Metal Linked Securities Programme (the "ETC
Securities")
Issue of 54,000 ETC Securities being the Tranche Number 195 of
Series 5 up to 100,000,000,000 Xtrackers IE Physical Gold EUR
Hedged ETC Securities due 21 May 2080 issued under its Secured
Xtrackers ETC Precious Metal Linked Securities Programme
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions set forth in the Base Prospectus dated
01 March 2023, as amended and supplemented from time to time which
together constitute a base prospectus for the purposes of the
Regulation (EU) 2017/1129, as amended as it forms part of "retained
EU law", as defined in the European Union (Withdrawal) Act 2018
(the "EUWA") (the "UK Prospectus Regulation "). This document
constitutes the final terms of the ETC Securities described herein
for the purposes of Article 8.4 of the UK Prospectus Regulation and
must be read in conjunction with such Base Prospectus (as so
amended and supplemented). Full information on the Issuer and the
offer of the ETC Securities is only available on the basis of the
combination of these Final Terms and the most recently approved
Base Prospectus. The Base Prospectus and the supplements to the
Base Prospectus and any translations of the Summary are available
for viewing on the website maintained on behalf of the Issuer at
https://etf.dws.com/en-gb/information/etc-documents/, at the
registered office of the Issuer and at the specified office of the
Issuing Agent and copies may be obtained from the offices of the
Paying Agent . A summary of the individual issue is annexed to the
Final Terms.
The ETC Securities of this Series may also be listed on the
official list of a stock exchange and admitted to trading on an
exchange other than those listed in these Final Terms, but any such
listing or admission to trading will be on the basis of a separate
Final Terms prepared in connection therewith and which shall be
identical to these Final Terms save for the information relating to
listing and the associated disclosure and/or offering
documents.
1 (i) Series Number: 5
(ii) Tranche Number: 195
2 Specified Currency: EUR
3 Aggregate Number of
ETC Securities of Series:
(i) Of Series immediately
prior to Tranche Issue 21,511,348
Date:
(ii) Immediately following
Tranche Issue Date: 21,565,348
(iii) Comprising the
relevant Tranche of
this Series: 54,000
(iv) Maximum Number
of ETC Securities of
Series: 100,000,000,000
4 Metal Entitlement
(i) Initial Metal Entitlement
per ETC Security as
at Series Issue Date: 0.0155 fine troy ounce
(ii) Metal Entitlement
per ETC Security as
at the Subscription
Trade Date of the relevant
Tranche of ETC Securities
of the Series (if not 0.0142140048 fine troy ounce
the first Tranche of
ETC Securities of the
Series):
5 (i) Series Issue Date: 20 May 2020
(ii) Tranche Issue Date 15 January 2024
(if not the first Tranche
of ETC Securities of
the Series):
(iii) Subscription Trade 11 January 2024
Date of Tranche:
(iv) Date on which Board 14 May 2020
approval for issuance
of ETC Securities obtained:
6 Scheduled Maturity Date: 21 May 2080
7 Relevant Regulatory 20 May 2020
Law Reference Date:
8 Name and address of Clearstream, Frankfurt
Relevant Clearing System(s)
9 CREST Indirect Clearing Applicable
METAL AND FX HEDGING
10 Metal: Gold
11 Metal Currency: USD
12 FX Hedging: The ETC Securities are FX Hedged ETC
Securities.
13 FX Forward Points Reference Thomson Reuters / WM Reuters
Level Source as at the
Tranche Issue Date:
14 FX Forward Points Reference 10:00 London time
Level Fixing Time:
15 FX Spot Reference Level Thomson Reuters / WM Reuters
Source as at the Tranche
Issue Date:
16 FX Spot Reference Level 15:00 London time
Fixing Time:
17 FX Spot Bid Reference Thomson Reuters / WM Reuters
Level Source as at the
Tranche Issue Date:
FX Bid-Offer Spread
Adjustment as at the
18 Tranche Issue Date: 15
Maximum FX Bid-Offer
19 Spread Adjustment: 18
20 (i) Metal Reference 0 USD
Price Bid Spread as
at the Tranche Issue
Date:
(ii) Metal Reference +0.10 USD
Price Offer Spread as
at the Tranche Issue
Date:
21 Reference FX Spot Bloomberg Bloomberg page BFIX under the heading
Screen: EURUSD and term SPOT
22 Reference FX Forward Bloomberg page BFIX under the heading
Points Bloomberg Screen: EURUSD and term S/N
TRANSACTION PARTIES AS AT TRANCHE ISSUE DATE
23 Series Counterparty: J.P. Morgan SE
24 ICSD Paying Agent: Not Applicable
25 Account Bank: J.P. Morgan SE
26 Metal Agent: J.P. Morgan Chase Bank, N.A., London
Branch
27 Sub-Custodian: Not Applicable
28 Eligible Account Bank BBB- / A-3 long and short-term counterparty
Threshold Rating: credit ratings as assigned by S&P
29 Eligible Custodian Threshold BBB- / A-3 long and short-term counterparty
Rating: credit ratings as assigned by S&P
30 Eligible Metal Agent BBB- / A-3 long and short-term counterparty
Threshold Rating: credit ratings as assigned by S&P
31 Eligible Series Counterparty BBB- / A-3 long and short-term counterparty
Threshold Rating: credit ratings as assigned by S&P
PROVISIONS RELATING TO REDEMPTION
32 Final Redemption Valuation 5 April 2080
Date:
33 Final Redemption Disposal 45 days.
Period:
34 Early Redemption Disposal 45 days.
Period:
PROVISIONS RELATING TO FEES
35 Base Fee Percentage:
(i) Base Fee Percentage 0.15 per cent. per annum
as at the Tranche Issue
Date:
(ii) Maximum Base Fee 1.00 per cent. per annum
Percentage:
36 FX Hedging Fee Percentage:
(i) FX Hedging Fee Percentage 0.13 per cent. per annum
as at the Tranche Issue
Date:
(ii) Maximum FX Hedging 1.00 per cent. per annum
Fee Percentage:
GENERAL PROVISIONS APPLICABLE TO THE ETC SECURITIES
37 Form of ETC Securities: CBF GN form: Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list
and have admitted to trading the issue of ETC Securities described
herein pursuant to the Secured Xtrackers ETC Precious Metal
Linked Securities Programme.
XTRACKERS ETC PLC
Signed by a duly authorised attorney:
Part B - Other Information
1 LISTING
(i) Listing and admission Application has been made for the
to trading: ETC Securities to be admitted to the
Frankfurt Stock Exchange and Borsa
Italiana and for the ETC Securities
to be admitted to trading on the regulated
market(s) and/or other main market(s)
thereof with effect from or around
22 May 2020
(ii) Estimate of total
net proceeds of the
issue: EUR 1,422,036.00
(iii) Estimate of the USD 5,000
total expenses of the
issue:
(iv) Estimate of total USD 2,000
expenses related to
admission to trading:
2 NOTIFICATION Not applicable.
3 RATINGS:
Ratings: Not Applicable
4 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 ETC Securities has an interest material to the offer.
5 REASONS FOR THE OFFER
Reasons for the offer: See section headed "Reasons for the
Offer and Use of Proceeds" in the
Base Prospectus.
6 OPERATIONAL INFORMATION
A
ISIN: DE000A2T5DZ1
Common Code: Not Applicable
SEDOL: BM97NK6
WKN: A2T5DZ
Delivery: Delivery free of payment
Intended to be held No
in a manner which would
allow Eurosystem eligibility:
Annex - Issue Specific Summary
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN)
of the securities
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Tranche 195 of Series 5 up to 100,000,000,000 Xtrackers IE Physical
Gold EUR Hedged ETC Securities (the "Series") due 21 May 2080 issued
under the Secured Xtrackers ETC Precious Metal Linked Securities Programme.
ISIN Code: DE000A2T5DZ1
A.1.2 Identity and contact details of the issuer, including its
legal entity identifier (LEI)
----------------------------------------------------------------------------------------
Xtrackers ETC plc (the "Issuer") is a public company limited by shares
incorporated in Ireland. Its registered address is at Fourth Floor,
3 George's Dock, IFSC, Dublin 1, Ireland. The Issuer's telephone number
is +353 1 612 5555 and its legal entity identifier is 549300FXP9JMVJDIO346.
A.1.3 Identity and contact details of the competent authority approving
the Base Prospectus
----------------------------------------------------------------------------------------
The Base Prospectus has been approved by the United Kingdom Financial
Conduct Authority as competent authority, with its head office at 12
Endeavour Square, London, E20 1JN and telephone number: +44 800 111
6768, in accordance with Regulation (EU) 2017/1129, as amended as it
forms part of "retained EU law", as defined in the European Union (Withdrawal)
Act 2018 (as amended) (the "UK Prospectus Regulation").
A.1.4 Date of approval of the Base Prospectus
----------------------------------------------------------------------------------------
The Base Prospectus was approved on 01 March 2023 and may be amended
and/or supplemented from time to time.
A.1.5 Warning
----------------------------------------------------------------------------------------
This summary has been prepared in accordance with Article 7 of UK Prospectus
Regulation and should be read as an introduction to the base prospectus
(the "Base Prospectus"). Any decision to invest in the securities of
this Series (the "ETC Securities") should be based on a consideration
of the Base Prospectus as a whole by the investor. Any investor could
lose all or part of their invested capital. Civil liability attaches
only to those persons who have tabled the summary, 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
ETC Securities. This document does not constitute an offer or invitation
to any person to subscribe for or purchase any ETC Securities. It has
been prepared in connection with the related final terms for this tranche
(the "Final Terms").
B. KEY INFORMATION ON THE ISSUER
B.1 Who is the issuer of the securities?
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B.1.1 Domicile, legal form, LEI, jurisdiction of incorporation
and country of operation
----------------------------------------------------------------------------------------
The Issuer is incorporated in Ireland with its registered address in
Ireland and its legal entity identifier is 549300FXP9JMVJDIO346. The
Issuer was registered and incorporated in Ireland as a public company
limited by shares on 21 May 2018 under the laws of Ireland, registration
number 627079.
B.1.2 Principal activities
----------------------------------------------------------------------------------------
The Issuer has been established as a special purpose vehicle for the
purpose of issuing asset backed securities.
B.1.3 Major Shareholders
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The Issuer has an authorised share capital of EUR1,000,000. The Issuer
has issued 25,000 ordinary shares, all of which are fully paid. All
of the issued ordinary shares of the Issuer are held by Wilmington Trust
SP Services (Dublin) Limited on trust for charitable purposes.
B.1.4 Key managing directors
----------------------------------------------------------------------------------------
Eileen Starrs and Claudio Borza
B.1.5 Identity of the statutory auditors
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KPMG Ireland
B.2 What is the key financial information regarding the Issuer?
----------------------------------------------------------------------------------------
The Issuer has most recently prepared audited financial statements for
(i) the period from 1 October 2020 to 30 September 2021 and (ii) the
period from 1 October 2021 to 30 September 2022. The financial year
of the Issuer ends on 30 September. Such financial statements are incorporated
by reference into and shall form part of the Base Prospectus, and are
available from the registered office of the Issuer. A summary of the
key financial information of the Issuer is set out below:
As at 30 September 2021: Total assets (in USD) 4,179,816,158
Total equity (in USD) 33,227
--------------------
Total current liabilities (in USD) 4,179,178,931
--------------------
Total equity and liabilities (in
USD) 4,179,816,158
--------------------
As at 30 September 2021: Total assets (in USD) 3,410,220,744
Total equity (in USD) 31,034
--------------------
Total current liabilities (in USD) 3,410,189,710
--------------------
Total equity and liabilities (in
USD) 3,410,220,744
--------------------
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 ETC Securities are
secured.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the ETC Securities?
----------------------------------------------------------------------------------------
C.1.1 Type, class and ISIN
----------------------------------------------------------------------------------------
Commodity-linked securities. ISIN Code: DE000A2T5DZ1
C.1.2 Currency, denomination, par value, number of securities issued
and duration
----------------------------------------------------------------------------------------
The ETC Securities are denominated in Euro (the "Specified Currency").
The ETC Securities are in bearer global form. The scheduled maturity
date (the "Scheduled Maturity Date") of the ETC Securities is 21 May
2080. As at the issue date of the above tranche of ETC Securities, there
will be 21,565,348 ETC Securities of the Series in issue. The ETC Securities
do not have a denomination but are treated by the Issuer as having a
denomination of less than EUR100,000.
C.1.3 Rights attached to the ETC Securities
----------------------------------------------------------------------------------------
Overview
The ETC Securities are designed to provide investors with exposure to
a metal without having to take physical delivery of the metal. The underlying
"Metal" for the ETC Securities is: gold.
Each ETC Security relates to a specific amount in weight of Metal, specified
in the Final Terms, known as the "Metal Entitlement per ETC Security".
On any particular day, the ETC Security can be viewed as giving an exposure
to that ------amount of Metal as the amount payable in respect of each
ETC Security and the value per ETC Security (the "Value per ETC Security")
is linked to the value of the Metal, subject to an adjustment for any
foreign exchange gains or losses between the Metal Currency (as defined
below) and the Specified Currency. In order to back its obligations
under the ETC Securities, the Issuer will seek to hold enough Metal
to meet its obligations under the ETC Securities. The precise amount
it holds at any time may be more or less than the aggregate amount of
the Metal Entitlement per ETC Security to reflect the periodic payment
of product fees and an adjustment for any foreign exchange gains or
losses. The proceeds from the disposal of the underlying Metal, plus
any interest received on the proceeds of such disposal less any negative
interest, net of any deductions (and converted into the Specified Currency
at the rate the Metal Agent determines would be obtainable at the time
of conversion which shall be on or about the day of such sale (or, if
such day is not an FX business day, the immediately following FX business
day, and which may take into account a bid/offer spread quoted by a
dealer), will equal the amount due under the ETC Securities (subject
to certain minimum amounts owed).
The Metal will be held for the Issuer by JPMorgan Chase Bank, N.A. (or
any successor or replacement) (the "Secured Account Custodian") and
will be generally held on an "allocated" basis. This means that specifically
identifiable physical items of the Metal are allocated to the Issuer
and are segregated from metal held for other clients of the custodian.
However, for operational purposes, small amounts of Metal may be held
on an "unallocated" basis. This means that the Secured Account Custodian
maintains an account in the name of the Issuer which shows them as being
entitled to delivery of a particular amount of the Metal but without
specific physical metal having been identified. Where Metal is held
on an "unallocated" basis the right to delivery is a purely contractual
right and, as such, the Issuer is an unsecured creditor of the custodian
and is exposed to the credit risk of the custodian.
Security
The obligations of the Issuer under the ETC Securities will be secured
pursuant to a security deed governed by the laws of Ireland and a security
deed governed by English law by security interests over the rights of
the Issuer under the agreements entered into by it in respect of the
ETC Securities and any underlying Metal. The assets and property that
are the subject of such security interests are known as "Secured Property"
for this Series. Securityholders will not, by reason of holding such
Series, have any claim against the Secured Property with respect to
any other series of ETC Securities. The security will become enforceable
if payment of the redemption amount in respect of such ETC Securities
is not made when due on the Scheduled Maturity Date or the Scheduled
Early Redemption Date (defined below) (if applicable).
Final Redemption Amount
On the Scheduled Maturity Date, each ETC Security will become due and
payable at an amount (the "Final Redemption Amount") equal to the greater
of (i) the Final Metal Redemption Amount (defined below) plus the Specified
Interest Amount (defined below) and (ii) 10 per cent. of the issue price
per ETC Security as at the series issue date (the "Minimum Debt Principal
Amount ") plus the Specified Interest Amount.
The "Final Metal Redemption Amount" is determined by multiplying (i)
the Metal Entitlement per ETC Security as at the Final Redemption Valuation
Date (defined below); and (ii) the volume-weighted average prices per
metal unit at which the Metal Agent (defined below) is able to sell
the underlying Metal ("Average Metal Sale Price") during the Final Redemption
Disposal Period (defined below).
The "Final Redemption Disposal Period" is the period which lasts for
the number of days specified in the Final Terms, which shall start from
(but exclude) the date falling four non-disrupted business days following
the Final Redemption Valuation Date.
"Final Redemption Valuation Date" is the date specified in the Final
Terms or, if such day is not a business day, the next following business
day.
"Specified Interest Amount" is the amount of interest per ETC Security
equal to that ETC Security's pro rata share of the amount of interest
which has accrued (if any) on the proceeds of realisation of the underlying
Metal deposited into the Series Cash Account (defined below) during
or relating to the relevant redemption disposal period. Whilst interest
may accrue at a positive, zero or negative rate on the Series Cash Account,
the Specified Interest Amount is subject to a minimum of zero and any
negative interest shall instead be deducted from the proceeds of the
sale of the underlying Metal.
Early Redemption Amount
If any of the early redemption events occur, each ETC Security will
become due and payable at an amount (the "Early Redemption Amount")
equal to the greater of (i) the Early Metal Redemption Amount (defined
below) plus the Specified Interest Amount and (ii) the Minimum Debt
Principal Amount plus the Specified Interest Amount.
The "Early Metal Redemption Amount" is determined by multiplying (i)
the Metal Entitlement per ETC Security as at the Early Redemption Valuation
Date (defined below); and (ii) the Average Metal Sale Price during the
Early Redemption Disposal Period (defined below).
The "Early Redemption Disposal Period" is the period which lasts for
the number of days specified in the Final Terms, which shall start from
(but exclude) the date falling four non-disrupted business days following
the Early Redemption Valuation Date, save where the Issuer has suspended
the determination of the value and Metal Entitlement per ETC Security
and no replacement Series Counterparty is appointed, in which case the
date falling four non-disrupted business days following the end of such
suspension period.
The "Scheduled Early Redemption Date" is the 8th business day following
the Early Redemption Disposal Period.
The "Early Redemption Valuation Date" is the date of the occurrence
of an early redemption event or the date on which the Trustee gives
notice that, due to the occurrence of an event of default, the ETC Securities
shall become due and payable at their Early Redemption Amount on the
Scheduled Early Redemption Date, or, if such day is not a business day,
the next following business day.
There can be no assurance that the Final Redemption Amount or Early
Redemption Amount, as applicable, will be greater than or equal to the
amount invested by any securityholder.
If the Final Metal Redemption Amount or Early Redemption Amount, as
applicable, plus the Specified Interest Amount falls below the Minimum
Debt Principal Amount plus the Specified Interest Amount, then due to
the limited recourse nature of the ETC Securities, securityholders are
unlikely to receive payment of the Final Redemption Amount or Early
Redemption Amount, as applicable, in full and may receive zero.
The Final Redemption Amount or Early Redemption Amount per ETC Security,
as applicable, will be determined by reference to the Average Metal
Sale Price of the underlying Metal held in respect of the ETC Securities
sold during the Final Redemption Disposal Period or Early Redemption
Disposal Period, as applicable, by JPMorgan Chase Bank N.A. (or any
successor or replacement) as "Metal Agent", net of associated deductions
and taxes. The Issuer will, on or prior to the Scheduled Maturity Date
or Scheduled Early Redemption Date, publish the determination of the
Final Redemption Amount or Early Redemption Amount, as applicable, (which
shall include publication of the price, volume and date of each sale
of underlying Metal during the relevant redemption disposal period,
including information on any fees, deductions and/or taxes imposed on
such sale, and the determination of the Average Metal Sale Price) on
the website maintained on behalf of the Issuer at www.etf.dws.com (or
such other website notified by the Issuer for the ETC Securities from
time to time).
The Metal Agent will pay the aggregate proceeds of such disposals (converted,
if necessary, into the currency of the ETC Securities) to the cash account
for the Series (the "Series Cash Account") maintained by J.P. Morgan
SE as "Account Bank" as directed by the Programme Administrator (defined
below).
Interest
The ETC Securities will not pay periodic interest. On early or final
redemption of the ETC Securities, a Specified Interest Amount may be
payable by the Issuer as part of the Final Redemption Amount or Early
Redemption Amount payable per ETC Security, as the case may be.
Foreign Exchange Hedge
The foreign exchange hedge seeks to reduce the exposure of the ETC Securities
to exchange rate fluctuations between the currency in which the ETC
Securities are denominated and the currency in which the Metal is quoted.
The currency in which the Metal is quoted is known as the "Metal Currency".
It does this by reflecting the effect of a notional forward sale of
the Metal Currency and a corresponding forward purchase of the currency
in which the ETC Securities are denominated. The foreign exchange hedge
may result in gains or losses to the Issuer. Such gains or losses will
result in an increase or decrease in the Metal Entitlement per ETC Security
and will therefore impact the Value per ETC Security. The Metal Currency
for the Series is: U.S. dollar.
The foreign exchange hedge is entered into by the Issuer with J.P. Morgan
SE as the "Series Counterparty". In such role, it enters into a balancing
agreement with the Issuer in relation to the ETC Securities (the "Balancing
Agreement") which provides for deliveries of metal to or by the Issuer
to reflect an adjustment for any foreign exchange gain or loss realised
by the Issuer.
Where there are foreign exchange gains and the Metal Entitlement per
ETC Security consequently increases, the Series Counterparty will deliver
additional Metal equivalent to such increase. Where there are losses
and the Metal Entitlement per ETC Security consequently decreases, the
Issuer will be required to deliver Metal equivalent to such decrease
to the Series Counterparty under the Balancing Agreement. All such payments
will be in the form of Metal and will settle no later than the second
business day after the relevant valuation day.
Fees
The ETC Securities are subject to a product fee (which comprises a foreign
exchange hedging fee) that accrues on a daily basis. Accrued product
fee is paid by a daily reduction in the Metal Entitlement per ETC Security
which, as a result of such reduction, operates as a charge on securityholders.
The Issuer will, using the Metal Agent, periodically realise Metal equal
to such charge and the proceeds will be credited to the Series Cash
Account maintained by the Account Bank in relation to the ETC Securities
and used by the Issuer to pay the product fee to the Programme Administrator
in accordance with the Programme Administrator Agreement. The Programme
Administrator Agreement provides that the Programme Administrator will
use the product fee in relation to each Series of ETC Securities to
pay on behalf of the Issuer the costs of the Programme (as set out in
the schedule to the Programme Administrator Agreement) relating to such
Series of ETC Securities and the Issuer more generally.
Events of Default and Early Redemption Events
The ETC Securities may become due and payable prior to their Scheduled
Maturity Date in connection with the occurrence of any of the following
events:
(i) certain legal or regulatory changes occur in relation to the Issuer
and the Issuer gives a notice of redemption;
(ii) the Balancing Agreement is terminated in connection with an event
of default, a termination event or the valid delivery of an optional
termination notice under such Balancing Agreement (and to the extent
the optional termination notice is delivered by the Series Counterparty,
no replacement is put in place (as discussed further below under "Optional
Termination"));
(iii) any agent in relation to the ETC Securities resigns or their appointment
is terminated and the Issuer gives notice that no successor or replacement
has been appointed within a 60 calendar day period;
(iv) the Value per ETC Security is less than or equal to 20 per cent.
of the issue price as at the series issue date for two consecutive valuation
days and the determination agent gives the relevant notice;
(v) the Issuer will, or there is a substantial likelihood that it will,
be required to make a payment in respect of VAT or be required to account
for VAT in respect of a delivery of Metal from or to an authorised participant
(whether or not such VAT is recoverable);
(vi) an Issuer Call Redemption Event occurs (as discussed further below
under "Issuer Call Redemption Event");
(vii) the Issuer becomes entitled to serve a VAT redemption event notice
or a termination notice under the Balancing Agreement following a tax
event or illegality under the Balancing Agreement and the Trustee gives
the relevant notice as directed by the requisite number of securityholders;
or
(viii) an event of default occurs under the ETC Securities. These include
certain breaches by the Issuer of its obligations that are not cured
within the applicable cure period and certain insolvency events with
respect to the Issuer.
Issuer Call Redemption Event
The Issuer may elect to redeem the ETC Securities early on giving not
less than 30 calendar days' notice to securityholders (an "Issuer Call
Redemption Event").
Optional Termination
The Issuer or the Series Counterparty may, on giving not less than 30
calendar days' prior notice, terminate the Balancing Agreement. Termination
of the Balancing Agreement may result in an early redemption of the
ETC Securities if such notice is given by the Issuer, or, in respect
of an optional termination notice validly delivered by the Series Counterparty,
a replacement Series Counterparty is not appointed within the time specified
the terms and conditions.
Limited Recourse and Ranking
The ETC Securities will rank equally amongst themselves. The rights
of securityholders are limited in recourse to the Secured Property.
As such, once the Secured Property has been realised and the net proceeds
distributed, none of the parties or anyone acting on their behalves
may take further steps against the Issuer or its directors, officers,
members or administrator to recover any further sum and no debt will
be owed by the Issuer in respect of such sum. Any proceeds of the Secured
Property will be applied in accordance with the priorities of payments
set out in the terms and conditions and, therefore, the rights of securityholders
will rank in accordance therewith. As a result of such provisions, the
securityholders may not receive in full the final redemption amount
or early redemption amount payable in respect of an ETC Security.
Withholding Tax
All payments in respect of the ETC Securities shall 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 taxes applies to payments in respect of the ETC Securities,
securityholders will be subject to such tax or deduction and shall not
be entitled to receive amounts to compensate for any such tax or deduction.
No event of default will occur as a result of any such withholding or
deduction.
Governing Law
The ETC Securities will be governed by the laws of Ireland. There will
be two security deeds relating to the ETC Securities; one will be governed
by the laws of Ireland and the other will be governed by English law.
C.1.4 Rank of the ETC Securities in the Issuer's capital structure
upon insolvency
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The ETC Securities are secured, limited recourse obligations of the
Issuer and the ETC Securities rank equally amongst themselves. The Issuer's
obligations thereunder are secured over the underlying Metal and over
the rights of the Issuer under the main agreements entered into by it
for the ETC Securities. 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
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The ETC Securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act")
or under the securities law of any state or political sub-division of
the United States of America or any of its territories, possessions
or other areas subject to its jurisdiction including the Commonwealth
of Puerto Rico, and the Issuer has not been and will not be registered
under any federal laws of the United States of America. The ETC Securities
include ETC Securities in bearer form that are subject to U.S. tax law
requirements. No person has registered nor will register as a commodity
pool operator of the Issuer under the Commodity Exchange Act of 1936,
as amended (the "CEA") and the rules thereunder (the "CFTC Rules") of
the Commodity Futures Trading Commission (the "CFTC"). Any offer or
sale of the ETC Securities must be made in an offshore transaction exempt
from the registration requirements of the Securities Act pursuant to
Regulation S thereunder ("Regulation S"). The ETC Securities may not
at any time be offered, sold or otherwise transferred in the United
States or to, or for the account or benefit of, persons who are either
(a) U.S. persons as defined in Regulation S or (b) persons who do not
come within the definition of a non-United States person under CFTC
Rule 4.7 (excluding for the purposes of subsection (d) thereof, the
exception to the extent it would apply to persons who are not non-United
States persons).
C.2 Where will the ETC Securities be traded?
----------------------------------------------------------------------------------------
Application has been made for the ETC Securities to be admitted to the
Frankfurt Stock Exchange and Borsa Italiana and for the ETC Securities
to be admitted to trading on the regulated markets and/or other main
market(s) thereof with effect from or around the series issue date.
C.3 What are the key risks that are specific to the ETC Securities?
----------------------------------------------------------------------------------------
* The amount payable in respect of the ETC Securities
is linked to the performance of the underlying Metal.
Prices of precious metals are generally more volatile
than prices in other asset classes. If the value of
such underlying Metal falls, that will reduce amounts
payable in respect of the ETC Securities.
* The Value per ETC Security, secondary market price
and the redemption amount of ETC Securities will
primarily be affected by the performance and level of
the underlying Metal, rate movements, market
perception, the performance and price of foreign
exchange futures contracts, the creditworthiness of
the Metal Agent and the Series Counterparty, the
creditworthiness of the Secured Account Custodian,
the subscription account custodian and any applicable
sub-custodian and liquidity in the ETC Securities.
* The foreign exchange hedge does not fully eliminate
exchange rate risks or fluctuations and, depending on
movements in exchange rates, such currency hedging
might have a negative impact on the Value per ETC
Security.
* The securityholders and other transaction parties
will have recourse only to the Secured Property in
respect of the ETC Securities and not to any other
assets of the Issuer. If, following realisation in
full of the Secured Property relating to the ETC
Securities, any outstanding claim remains unpaid,
then such claim will be extinguished and no debt will
be owed by the Issuer in respect thereof.
* The Metal Entitlement per ETC Security is subject to
the deduction of the product fee and to any gains or
losses incurred by the Issuer in connection with the
foreign exchange hedging component.
* The Minimum Debt Principal Amount plus the Specified
Interest Amount (if any) operates as a minimum
repayment amount on the early or final redemption of
the ETC Securities. However, in the event that the
Metal Entitlement per ETC Security is insufficient to
fund the Minimum Debt Principal Amount payable in
respect of each ETC Security to all securityholders
on such early or final redemption, such
securityholders may not receive payment of the
Minimum Debt Principal Amount in full and may receive
substantially less.
* The Issuer and securityholders are exposed to the
credit risk of the Metal Agent, the Programme
Administrator (defined below), the Series
Counterparty, the Secured Account Custodian, the
subscription account custodian, the Account Bank, and
any sub-custodian and the authorised participants.
* Any disruption to a price source or relevant
association may affect the Value per ETC Security and
the Metal Entitlement per ETC Security.
* Certain events may lead to an early redemption of the
ETC Securities.
* ETC Securities may have a long term and the only
means through which an investor can realise value
from an ETC Security prior to its Scheduled Maturity
Date is to sell it at its then market price in a
secondary market transaction. While each authorised
participant may make a market for the ETC Securities,
no authorised participant is obliged to make a market
for any series of ETC Securities and an authorised
participant may discontinue making a market at any
time. Furthermore, any market in ETC Securities may
not be liquid and the secondary market price (if any)
for ETC Securities may be substantially less than the
price paid by the investor.
* With respect to any redemption disposal period, if
the proceeds from the realisation of the underlying
Metal would cause the balance standing to the Series
Cash Account to exceed the maximum amount that can be
held during the period between December and January
of each calendar year (such amount and such period to
be agreed from time to time between the Issuer, the
Programme Administrator and the Account Bank (the
"Year-End Period")), then the Programme Administrator
may postpone the redemption date until after the
Year-End Period, during which time the Metal Agent
will not deposit such proceeds into the Series Cash
Account and interest equal to the Specified Interest
Amount will not accrue on such proceeds for so long
as they are not deposited into the Series Cash
Account.
D. KEY INFORMATION ON THE ADMISSION TO TRADING ON A REGULATED MARKET
D.1 Under which conditions and timetable can I invest in this
security?
----------------------------------------------------------------------------------------
Upon initial issue, the ETC Securities are being made available by the
Issuer for subscription only to entities (the "Authorised Participants")
allowed to buy and sell ETC Securities directly from and to the Issuer
pursuant an authorised participant agreement with the Issuer. Authorised
Participants will pay for any such subscriptions by delivering Metal
equal to the Metal Entitlement per ETC Security of the ETC Securities
being subscribed. Authorised Participants may also act as market makers,
i.e. they buy and sell ETC Securities from and to investors on an over-the-counter
basis or via a stock exchange. However, not all market makers need to
be Authorised Participants.
Any offer or sale of ETC Securities to an investor by an Authorised
Participant or other distributor or broker authorised to use the Base
Prospectus (each, an "Authorised Offeror") will be made in accordance
with any terms and other arrangements in place between such Authorised
Offeror and such investor including as to price, allocations and settlement
arrangements. It will be the responsibility of the applicable financial
intermediary at the time of such offer to provide the investor with
that information and neither the Issuer nor any other person has any
responsibility or liability for such information.
D.2 Why has the prospectus been produced?
----------------------------------------------------------------------------------------
D.2.1 Reason for the offer and use of proceeds
----------------------------------------------------------------------------------------
The ETC securities are designed to provide investors with exposure to
the underlying Metal without having to take physical delivery of the
Metal and to reduce the exposure of the ETC Securities to exchange rate
fluctuations between the Specified Currency and the Metal Currency.
The net proceeds from the issue of this tranche of ETC Securities will
be an amount of unallocated Metal which, in accordance with the custody
agreement for secured accounts will, to the extent possible, be allocated
to physical metal bars or other metal shapes and be held in the secured
allocated account. Any remaining Metal shall be held in the secured
unallocated account. Such underlying Metal shall be used to meet the
Issuer's obligations under the ETC Securities and the Balancing Agreement.
D.2.2 Material conflicts of interest pertaining to the offer or
admission to trading
----------------------------------------------------------------------------------------
As at the date of the Base Prospectus, DWS International GmbH is the
"Programme Administrator". However, in connection with ongoing or future
restructuring and/or reorganisations within the DWS group, it is possible
that some of the roles currently performed by DWS International GmbH
may be novated, delegated or otherwise transferred to a different entity
within the DWS group without the prior written consent of securityholders
or the Trustee, provided that it is legally permitted to make such novation,
delegation or transfer. DWS International GmbH acting through any of
its branches or affiliates may also be an Authorised Participant in
relation to a series of ETC Securities. DWS International GmbH has been,
or may be, appointed to act as a distributing entity in respect of the
ETC Securities.
DWS International GmbH, the Programme Administrator, has certain discretions
to adjust the levels of the Base Fee Percentage and the FX Hedging Fee
Percentage (and, therefore, the Product Fee Percentage and the Product
Fee) in relation to each Series of ETC Securities. The remuneration
of the Programme Administrator is included in the Product Fee in relation
to each Series of ETC Securities and depends on the amount of the Product
Fees and their sufficiency to cover the costs of the Programme.
A DWS entity and/or its affiliates may engage in trading and market-making
activities and may hold long or short positions in any metal, other
instruments or derivative products based on or related to the metal,
metal for their proprietary accounts or for other accounts under their
management. DWS entities may also issue securities or enter into financial
instruments in relation to any metal. To the extent that any DWS entity,
directly or through its affiliates, serves as issuer, agent, manager,
sponsor or underwriter of such securities or other instruments, its
interests with respect to such products may be adverse to those of the
securityholders. Such activities may have an adverse effect on the Value
per ETC Security and/or the value of the underlying Metal relating to
the ETC Securities.
This information is provided by RNS, the news service of the
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END
PFTSFIFDEELSEFF
(END) Dow Jones Newswires
January 12, 2024 08:17 ET (13:17 GMT)
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