DB ETC Plc (Incorporated As a Public Company with Limited Liability Under the Companies (Jersey) Law 1991) Secured ETC Precious Metal Linked Securities Programme
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Base Prospectus DB ETC plc (incorporated as a public company with limited liability under the Companies (Jersey) Law 1991) Secured ETC Precious Metal Linked Securities Programme What is this document? This document (this “Base Prospectus”) constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and is in respect of the Secured ETC Precious Metal Linked Securities Programme (the “Programme”) of DB ETC plc (the “Issuer”). This Base Prospectus is valid for one year and may be supplemented from time to time to reflect any significant new factor, material mistake or inaccuracy relating to the information included in it. It is important that you read and understand this Base Prospectus before you invest in ETC Securities. What type of securities does this document relate to? This Base Prospectus relates to the issuance of secured, limited recourse securities (“ETC Securities”) of the Issuer that will be linked to a specified precious metal, will not pay any interest and upon maturity will pay an amount linked to the performance of such precious metal, subject to deduction of a fee and, in the case of ETC Securities with a foreign exchange hedge component, to any gains or losses in respect of the foreign exchange hedge. The ETC Securities involve a significant degree of risk and potential investors should be prepared to sustain a loss of all or part of their investment. Who is the Issuer? The Issuer is a special purpose vehicle whose sole business is the issue of ETC Securities. What is in this Base Prospectus? This Base Prospectus, together with the documents incorporated by reference within, is intended to provide investors with information with regard to the Issuer and the ETC Securities which, according to the particular nature of the Issuer and the ETC Securities, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer. The contractual terms of any particular Series of ETC Securities will be made up of the terms and conditions set out at pages 101 – 189 of this Base Prospectus, as completed by a separate Final Terms document, which is specific to that issuance of ETC Securities (the “Final Terms”). The Base Prospectus also discloses: risk factors relating to an investment in ETC Securities; information about the agreements entered into by the Issuer in respect of the ETC Securities; information concerning certain parties that have roles in connection with the Programme; information regarding taxation in certain jurisdictions; and information about selling restrictions applicable to the ETC Securities. All capitalised terms used will be defined in this Base Prospectus or the Final Terms and a glossary of defined terms is set out at pages 259 – 262 of this Base Prospectus. Where a branch of any entity is referred to in this Base Prospectus, investors should note that such branch is not a subsidiary of such entity and does not comprise a separate legal entity, and accordingly, any recourse may be had to the relevant entity and not just the specified branch. Deutsche Bank AG performs various roles with respect to the ETC Securities. In performing such roles Deutsche Bank AG will act through its London branch. Deutsche Bank AG has chosen to perform its roles through this branch because key activities relevant to its roles are carried out by it from London and because of its operational and administrative policies. However, as described previously, Deutsche Bank AG’s decision to perform its role from its London branch does not affect or limit, in any respect, the rights of any person who contracts with it. What other documents do I need to read? This Base Prospectus contains all information which is necessary to enable investors to make an informed decision of the financial position and prospects of the Issuer and of the rights attaching to the ETC Securities. Some of this information is incorporated by reference from other publicly available documents and some of this information is completed in an issue-specific document called the Final Terms. It is recommended that you read the documents incorporated by reference, as well as the Final Terms in respect of the relevant Series of ETC Securities, together with this Base Prospectus. This Base Prospectus and any document incorporated by reference will be made available at www.etc.dws.com. What information is included in the Final Terms? Whilst the Base Prospectus includes general information about all ETC Securities, the Final Terms is the document that sets out the specific details of the particular issue of ETC Securities covered by those Final Terms. Such details will include: the issue date; issue price; currency; series number; name(s) of the Authorised Participant(s); scheduled maturity date; the type of metal to which those ETC Securities are linked; the fee percentages or maximum fee percentages applicable to those ETC Securities and whether those ETC Securities are in bearer or registered form. 1 Arranger and Lead Authorised Participant DEUTSCHE BANK AG The date of this Base Prospectus is 8 May 2019. TABLE OF CONTENTS This table sets out the contents of this Base Prospectus together with an outline description of the contents of each section. Section of Base Prospectus Pages What is covered by this Section? Important Notices 4 This section sets out important legal notices relating to the ETC Securities. Information Incorporated by Reference 12 This section incorporates selected financial information regarding the Issuer from other publicly available documents, and incorporates certain sections from previous base prospectuses of the Issuer. Summary of the Programme 15 This section provides a summary of the key information contained within this Base Prospectus with placeholders for information specific to each issue of ETC Securities. A summary completed with such issue specific information will be attached to the applicable Final Terms. Risk Factors 33 This section sets out the principal risks inherent in investing in ETC Securities, including key risks relating to investments linked to a precious Metal. Commonly Asked Questions 53 This section addresses a list of commonly asked questions about the ETC Securities. Description of the Metal 76 This section sets out general information about the precious Metal. Master Terms and Conditions of the 101 This section sets out the detailed contractual ETC Securities terms of the ETC Securities. Where the Master Terms and Conditions of the ETC Securities indicate that an option may be specified in the Final Terms, the Final Terms will indicate which of these options shall apply. Further Information Concerning Certain 190 This section sets out descriptions of the main Transaction Documents agreements entered into by the Issuer in respect of the ETC Securities. Use of Proceeds 201 This section describes what the Issuer does with the issue proceeds of the ETC Securities. Description of the Issuer 202 This section provides a description of the Issuer’s activities as well as certain financial information in respect of the Issuer. 2 Section of Base Prospectus Pages What is covered by this Section? Information Concerning the Lead 207 This section gives disclosure regarding certain Authorised Participant, the Secured important parties who have a role in relation to the Account Custodian, the Subscription Programme. Account Custodian, the Metal Agent and the Programme Counterparty Taxation 209 This section sets out certain taxation considerations relating to ETC Securities. Subscription and Sale 241 This section sets out certain restrictions as to who can purchase ETC Securities in certain jurisdictions. Form of Final Terms 248 This section sets out a template for the Final Terms to be used for each specific issuance of ETC Securities. General Information 257 This section provides additional information relating to ETC Securities. Glossary 259 This section contains a glossary of all defined terms used in this Base Prospectus. 3 IMPORTANT NOTICES This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the “Prospectus Directive”). Approval This document has been approved as a base prospectus by the United Kingdom Financial Conduct Authority (the “FCA”) under the Financial Services and Markets Act 2000 (“FSMA”). The Issuer has requested or may request the FCA to provide the competent authority in Austria, the Österreichische Finanzmarktaufsichtsbehörde (Austrian Financial Market Authority), the competent authority in Belgium, the Financial Services and Markets Authority, the competent authority in Finland, the Finanssivalvonta (Finnish Financial Supervisory Authority), the competent authority in France, the Autorité des Marchés Financiers (Authority for the Financial Markets), the competent authority in Germany, the Bundesanstalt für Finanzdienstleistungsaufsicht (the Federal Financial Supervisory Authority), the competent authority in Ireland, the Central Bank of Ireland, the competent authority in Italy, the Commissione Nazionale per le Società e la Borsa (CONSOB), the competent authority in Luxembourg, the Commission de Surveillance du Secteur Financier (Commission for the Supervision of the Financial Sector), the competent authority in the Netherlands, the Autoriteit Financiële Markten (Authority for the Financial Markets)