101324 Metal Securities Intro
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15 April 2008 “Bringing Exchange Traded Commodities to the World’s Stock Exchanges” ETFS Metal Securities Limited (Incorporated and registered in Jersey under the Companies AVII.4.2 (Jersey) Law 1991 (as amended) with registered number 95996) AVII.4.3 Prospectus for the issue of ETFS Metal Securities comprising: Individual Securities LSE Code AVII.4.1.1 ETFS Physical Platinum PHPT ETFS Physical Palladium PHPD ETFS Physical Silver PHAG ETFS Physical Gold PHAU Basket Securities LSE Code ETFS Physical PM Basket PHPM Any prospective investor intending to acquire or acquiring any securities from any Authorised Participant or other person (an “Offeror”) should be aware that, in the context of an offer to the public as defined in section 102B of the Financial Services and Markets Act 2000 (“FSMA”), the Issuer may be responsible to the prospective investor for the Prospectus under section 90 of FSMA, only if the Issuer has authorised that Offeror to make the offer to the prospective investor. Each prospective investor should therefore enquire whether the Offeror is so authorised by the Issuer. If the Offeror is not authorised by the Issuer, the prospective investor should check with the Offeror whether anyone is responsible for the Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. If the prospective investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice. A prospective investor intending to acquire or acquiring any Metal Securities from an Offeror will do so, and offers and sales of the Metal Securities to a prospective investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such prospective investor including as to price, allocations and settlement arrangements. The Issuer will not be a party to any such arrangements with prospective investors (other than with Authorised Participants) in connection with the offer or sale of the Metal Securities and, accordingly, this Prospectus does not and any Pricing Supplement will not contain such information and any prospective investor must obtain such information from the Offeror. The Issuer is issuing five separate types of Metal Security, being four classes of Individual Securities and one category of Basket Securities. The Individual Securities are designed to track the price of individual metals (such as platinum) and Basket Securities will track the price of baskets of metals (comprising some or all of the metals). The Metal Securities are intended to provide investors with a return equivalent to movements in the spot price less the daily Management Fee. Each Metal Security is backed by physical metal held in custody by HSBC Bank USA, National Association (“HSBC Bank USA, N.A.”) itself or through Sub-Custodians pursuant to Custody Agreements between HSBC Bank USA, N.A., the Issuer and the Trustee. All metal will be held in allocated form (other than amounts which may be held on a temporary basis in unallocated form to effect creations and redemptions) as Good Delivery bars. The metal will be held and settled in accordance with the standards set down by the LPPM (for platinum and palladium) and the LBMA (for silver and gold). Payments for creations and redemptions will be in unallocated form, loco Zurich for platinum and palladium and loco London for silver and gold. The Issuer is a special purpose entity owned and administered by ETF Securities Limited. In order to provide liquidity and ensure minimal tracking error, Metal Securities can be applied for or redeemed at any time by Authorised Participants (with no limits on the Application and Redemption amounts). However, all other investors must buy and sell Metal Securities through trading on the London Stock Exchange (or other exchanges if Metal Securities are listed or traded thereon). Programme for the issue of ETFS Metal Securities Terms used in this Prospectus have the meanings given to them under the heading “Definitions and Interpretation”. ETFS Metal Securities Limited (the “Issuer”) has established a programme under which Metal Securities, in the form of AXII.5.1.2 four classes of Individual Securities and one category of Basket Securities, may be issued from time to time. The Issuer reserves the right to increase the number of Metal Securities that may be issued in any proportions. Whenever any Metal Securities are issued, notice of the number and type of such Metal Securities will be specified in a Pricing Supplement which will be delivered to the UK Listing Authority before such Metal Securities are issued. The Metal Securities will be constituted by a Trust Instrument entered into between the Issuer and The Law Debenture Trust Corporation p.l.c. (the “Trustee”) as trustee for the Security Holders of the Metal Securities of each type. Metal Securities are debt securities which have no specified maturity date and do not bear interest. The assets of the Issuer relating to each separate class of Individual Securities (and Basket Securities to the extent they comprise Individual Securities of that class) are pooled, so that all assets relating to a particular class of Individual Securities (and Basket Securities to the extent they comprise Individual Securities of that class) are available to secure all liabilities relating to that class. A separate Security Deed applies to each Pool. If the net proceeds from the enforcement of the relevant Secured Property for a Pool are not sufficient to meet all obligations and make all payments then due in respect of that Pool, the obligations of the Issuer will be limited to such net proceeds, and the other assets of the Issuer will not be available to meet any shortfall. The Issuer will not be obliged to make any transfer or payment in excess of such net proceeds and no debt shall be owed by the Issuer in respect of such shortfall. Under Security Deeds between the Trustee and the Issuer with respect to each Pool, the Issuer has granted to the Trustee, as trustee for the holders of each relevant class of Individual Security (and Basket Securities to the extent they comprise Individual Securities of that class), security over all the assets (including all Bullion) attributable to the relevant Pool held in custody by HSBC Bank USA, N.A. (the “Custodian”) itself or through Sub-Custodians. A copy of this document, which comprises a base prospectus relating to the Metal Securities of each type in compliance with Article 3 of Directive 2003/71/EC and the prospectus rules made under Sections 73A and 84 of the Financial Services and Markets Act 2000, has been filed with the FSA and made available to the public for the purposes of Section 85 of that Act and in accordance with Article 14 of Directive 2003/71/EC and Rule PR3.2 of those prospectus rules. Metal Securities will be available to be issued on a continuing basis during the period of 12 months from the date of this document. Application has been made to the UK Listing Authority for all Metal Securities issued within 12 months of the date of this AXII.6.1 document to be admitted to the Official List and to the London Stock Exchange, which operates a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive), for all such Metal Securities to be admitted to trading on the Main Market of the London Stock Exchange, which is part of its Regulated Market for listed securities (being securities admitted to the Official List (as maintained by the FSA in accordance with section 74(1) of FSMA)). Applications for new Metal Securities may only be made by Authorised Participants. Metal Securities may only be AXII.5.2.1 redeemed by Authorised Participants (except where there are no Authorised Participants). All other investors must buy and sell Metal Securities on the London Stock Exchange. The procedures for applying for and redeeming Metal Securities are set out in this document. The Metal Securities have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”), as amended, or under the securities laws of any states of the United States. Except in a transaction exempt from the registration requirements of the Securities Act and applicable United States securities laws, the Metal Securities may not be directly or indirectly offered, sold, taken up, delivered or transferred in or into the United States. A copy of this document has been delivered to the Jersey Registrar of Companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not withdrawn, his consent to circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order, 1958, to the Issuer to issue from time to time the Metal Securities. The Jersey Financial Services Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the Jersey registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Issuer or for the correctness of any statements made, or opinions expressed, with regard to it. The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief AVII.1.1 of the Issuer, which has taken all reasonable care to ensure that such is the case, the information contained in this AVII.1.2 document is in accordance with the facts and does not omit anything likely to affect the import of such information.