143870 Project Lausanne Scheme Intro
Total Page:16
File Type:pdf, Size:1020Kb
Base prospectus dated 12 April 2011 “Bringing Exchange Traded Commodities to the World’s Stock Exchanges” ETFS Commodity Securities Limited (Incorporated and registered in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 90959) Prospectus for the issue of ETFS Classic Commodity Securities and ETFS Forward Commodity Securities comprising: Classic Individual Securities LSE code Forward Individual Securities LSE code ETFS Aluminium ALUM ETFS Forward Aluminium ALFO ETFS Cocoa COCO ETFS Forward Coffee FOCO ETFS Coffee COFF ETFS Forward Copper FCOP ETFS Copper COPA ETFS Forward Corn CORF ETFS Corn CORN ETFS Forward Cotton FCOT ETFS Cotton COTN ETFS Forward Crude Oil FCRU ETFS Crude Oil CRUD ETFS Forward Gasoline UGAF ETFS Gasoline UGAS ETFS Forward Gold GOLF ETFS Gold BULL ETFS Forward Heating Oil HEAF ETFS Heating Oil HEAT ETFS Forward Lean Hogs HOGF ETFS Lead LEED ETFS Forward Live Cattle CATF ETFS Lean Hogs HOGS ETFS Forward Natural Gas NGAF ETFS Live Cattle CATL ETFS Forward Nickel NICF ETFS Natural Gas NGAS ETFS Forward Silver FSIL ETFS Nickel NICK ETFS Forward Soybean Oil SYOF ETFS Platinum PLTM ETFS Forward Soybeans SYBF ETFS Silver SLVR ETFS Forward Sugar SUGF ETFS Soybean Oil SOYO ETFS Forward Wheat WEAF ETFS Soybeans SOYB ETFS Forward Zinc ZINF ETFS Sugar SUGA ETFS Tin TINM ETFS Wheat WEAT ETFS Zinc ZINC Classic Index Securities Forward Index Securities ETFS All Commodities DJ-UBSCISM AIGC ETFS Forward All Commodities DJ-UBSCI-F3SM FAIG ETFS Energy DJ-UBSCISM AIGE ETFS Forward Energy DJ-UBSCI-F3SM ENEF ETFS Petroleum DJ-UBSCISM AIGO ETFS Forward Petroleum DJ-UBSCI-F3SM FPET ETFS Ex-Energy DJ-UBSCISM AIGX ETFS Forward Ex-Energy DJ-UBSCI-F3SM EXEF ETFS Precious Metals DJ-UBSCISM AIGP ETFS Forward Precious Metals DJ-UBSCI-F3SM FPRE ETFS Industrial Metals DJ-UBSCISM AIGI ETFS Forward Industrial Metals DJ-UBSCI-F3SM FIND ETFS Agriculture DJ-UBSCISM AIGA ETFS Forward Agriculture DJ-UBSCI-F3SM FAGR ETFS Softs DJ-UBSCISM AIGS ETFS Forward Softs DJ-UBSCI-F3SM SOFF ETFS Livestock DJ-UBSCISM AIGL ETFS Forward Livestock DJ-UBSCI-F3SM FLIV ETFS Grains DJ-UBSCISM AIGG ETFS Forward Grains DJ-UBSCI-F3SM GRAF Any prospective investor intending to acquire or acquiring any Commodity 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 so 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 Commodity Securities from an Offeror will do so, and offers and sales of the Commodity 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 Commodity 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 62 separate types of Commodity Security, being 42 classes of Individual Securities and 20 categories of Index Securities. The Individual Securities track the price of an individual commodity (such as aluminium) and Index Securities track the price of baskets of commodities (such as “All Commodities” or “Energy”). All Commodity Securities provide a total return comprising a commodity “excess return” (spot price and roll yield) and a collateral return. The Issuer has also made available 66 separate classes of debt security being 33 classes of Short Commodity Securities and 33 classes of Leveraged Commodity Securities, as described in a separate base prospectus of the Issuer dated the same date as this document. Holders of Commodity Securities will earn a total return comprising an excess return and a collateral return. The excess return for all Commodity Securities will be based on Individual Commodity Indices calculated by CME Group Index Services LLC (“CME Indexes”) in conjunction with UBS Securities LLC. (“UBS Securities”) and published by CME Indexes. Inputs to these indices are used to construct the Dow Jones — UBS Commodity IndexSM (“DJ-UBS CISM”) (formerly known as the Dow Jones - AIG Commodity IndexSM) and the Dow Jones — UBS Commodity Index 3 Month ForwardSM (“DJ-UBS CI-F3SM”) (formerly known as Dow-Jones - AIG Commodity Index 3 Month ForwardSM), widely followed indices designed to be liquid and diversified benchmarks for commodities investments. The DJ-UBS CISM has been published since July 1998 (with varying dates for the introduction of its various sub-indices) and the Individual Commodity Indices have been published since February 2006. All simulated historical data for the DJ- UBS CISM has been calculated back to 1991. The DJ-UBS CI-F3SM has been published since July 2006, with historical data calculated back to 1991. The collateral return for Commodity Securities will accrue daily as a capital adjustment which is capitalised into the Price of each relevant Commodity Security, and the rates applicable to each of the Commodity Securities will be announced weekly in advance by the Issuer. Each Commodity Security is backed by equivalent Commodity Contracts created under a Facility Agreement between a Commodity Contract Counterparty and the Issuer, currently being a Facility Agreement between UBS AG, London Branch (“UBS”) and the Issuer. The Issuer has also entered into a Facility Agreement with Merrill Lynch Commodities, Inc. (“MLCI”) as described herein expressed to be effective from the Effective Date. All Commodity Contracts are paid for in full by the Issuer and there is no management of any cash or futures positions required of the Issuer. The Issuer is a special purpose entity owned by ETFS Holdings (Jersey) Limited, a wholly owned subsidiary of ETF Securities Limited. In order to provide liquidity and ensure minimal tracking error, Commodity Securities can be applied for or redeemed at any time by Authorised Participants (subject to Minimum Creation Amounts and Creation and Redemption Limits). However all other investors must buy and sell Commodity Securities through trading on the London Stock Exchange (or other exchanges if Commodity Securities are listed or traded thereon). 2 Programme for the issue of ETFS Commodity Securities Terms used in this Prospectus have the meanings given to them under the heading “Definitions and Interpretation — Definitions”. ETFS Commodity Securities Limited (the “Issuer”) has established a programme under which Commodity Securities (either Individual Securities or Index Securities) and Micro Securities may be issued from time to time. The Issuer reserves the right to increase the number of Commodity Securities that may be issued, and to issue Commodity Securities as Index Securities or as Individual Securities, in any proportions. The Issuer has arrangements in place to enable it to issue new Commodity Securities provided that the Aggregate Outstanding Contracts Price is not greater than US$7.0 billion (US$7,000,000,000) or US$14.0 billion (US$14,000,000,000) once the MLCI Facility Agreement becomes effective (this amount may be increased by agreement between the Issuer and a Commodity Contract Counterparty). Whenever any Micro or Commodity Securities are issued, notice of the number and type of such Micro and Commodity Securities will be specified in a Pricing Supplement which will be delivered to the UK Listing Authority before such Commodity Securities are issued. Commodity Securities will be issued in the form of Individual Securities and Index Securities. Each Individual Security of a particular class is redeemable for an amount calculated by reference to one million Micro Securities of that class and may (when in Certificated Form) be surrendered in exchange for such Micro Securities in accordance with the Trust Instrument and the Conditions. Each Index Security of a particular category is redeemable for an amount calculated by reference to a defined number of Micro Securities of different classes (subject to adjustment on Rebalancing), and may (when in Certificated Form) be surrendered in exchange for such Micro Securities in accordance with the Trust Instrument and the Conditions. The term “Micro and Commodity Securities” means Micro Securities, Individual Securities and Index Securities. As well as the Classic and Forward Commodity Securities, the Issuer currently issues Short Commodity Securities and Leveraged Commodity Securities as described in a separate base prospectus of the Issuer dated the same date as this document. The Micro Securities and the Commodity Securities are constituted by a Trust Instrument (as amended) entered into between the Issuer and The Law Debenture Trust Corporation p.l.c. as trustee for the Security Holders of each type. Micro and Commodity Securities are debt securities which have no specified maturity date and do not bear interest. Micro and Commodity Securities confer a right to be paid an amount on redemption which is calculated by reference to Individual Commodity Indices calculated by CME Indexes in conjunction with UBS Securities and published by CME Indexes.