Issuance of up to 1,000,000,000 Dubai Gold Securities
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DUBAI GOLD SECURITIES LLP (Incorporated and registered in DIFC under the Companies Law 2006 (DIFC Law 3/2006) with registered number 0780) Issuance of up to 1,000,000,000 Dubai Gold Securities Application has been made to NASDAQ Dubai Ltd. (the "NASDAQ Dubai") for the Dubai Gold Securities to be admitted to the Official List of Securities of NASDAQ Dubai and for such securities to be admitted to trading on NASDAQ Dubai. The Dubai Gold Securities will be offered by way of an Exempt Offer in the Dubai International Financial Centre ("DIFC"). Whenever any Dubai Gold Securities are to be issued, notice of the number of such Dubai Gold Securities will be specified in the relevant Pricing Supplement which will be delivered to NASDAQ Dubai before such Dubai Gold Securities are issued. Dubai Gold Securities Limited Liability Partnership ("DGS LLP") (the "Issuer") has agreed to issue up to 1,000,000,000 Dubai Gold Securities ("Dubai Gold Securities") which may be issued from time to time, provided that DGS LLP reserves the right to increase the number of Dubai Gold Securities that may be issued. A copy of this Offering Document, which comprises a base offering document relating to the Dubai Gold Securities in compliance with the Listing Rules, has been filed with NASDAQ Dubai and made available to the public at the registered office of DGS LLP and will be published on the NASDAQ Dubai website. The Dubai Gold Securities will be issued on a continuing basis from the date of this Offering Document. The Directors of DGS LLP, together with DGS LLP, accept responsibility for the information contained in this Offering Document. To the best of their knowledge and belief of the Directors and DGS LLP (who have taken all reasonable care to ensure this is the case) the information contained in this Offering Document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Dubai Multi Commodities Centre Authority (the "DMCCA") and the World Gold Council (the "WGC") have come together to set-up a joint venture vehicle Dubai Gold Investments incorporated in the DMCC free zone in the UAE on 10 February 2009. Dubai Gold Investments has entered into a Services Agreement with DGS LLP, a limited liability partnership incorporated in the DIFC on 16 February 2009. Whilst the WGC and the DMCCA consented to the use of their name in this Offering Document, potential investors should be aware that the WGC and DMCCA assume no responsibility as to the contents of this Offering Document and do not carry on activities relating to the sale of the Dubai Gold Securities. The Dubai Gold Securities will be obligations solely of DGS LLP as described herein. The WGC and the DMCCA do not provide any guarantee in respect of the Dubai Gold Securities and are not responsible or liable for the Dubai Gold Securities or any acquisition of the Dubai Gold Securities in any way. Whilst Dubai Gold Investments ("DGI") has consented to the use of its name in this Offering Document, potential investors should be aware that DGI assumes no responsibility as to the contents of this Offering Document and does not carry on activities relating to the sale of Dubai Gold Securities. The Dubai Gold Securities will be obligations solely of DGS LLP as described herein. DGI does not provide any guarantee in respect of the Dubai Gold Securities and is not responsible or liable for the Dubai Gold Securities or any acquisition of Dubai Gold Securities in any way. Dubai Commodity Asset Management DMCC ("DCAM"), owner of the "DCAM" trademarks and marketing agent, has consented to the use of the "DCAM" names and logos in this Offering Document and any marketing materials to be issued for the promotion of Dubai Gold Securities. DCAM and its subsidiaries take no responsibility or liability for any consequences financial or otherwise arising from the subscription or acquisition of any instrument described in this Offering Document. Investors should make their own appraisal of the risks and should consult to the extent necessary their own legal, financial, tax, accounting and other professional advisers in this respect prior to any subscription or acquisition. An investment in Dubai Gold Securities involves a degree of risk. In addition to the other information contained in this Offering Document the risk factors set out under the heading "Risk Factors" below should be carefully considered by prospective investors before deciding whether to invest in Dubai Gold Securities. The price of securities can go down as well as up. Nothing in this Offering Document or anything communicated to holders or potential holders of the Dubai Gold Securities or other obligations by DGS LLP is intended to constitute or should be construed as advice on the merits of the purchase of or subscription for the Dubai Gold Securities or the exercise of any rights attached thereto for the purposes of the Regulatory Law, DIFC Law No.1 of 2004, the Markets Law, DIFC Law No. 12 of 2004 and the rules made thereunder, as amended. NASDAQ Dubai takes no responsibility for the contents of this Offering Document, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this Offering Document. The Dubai Gold 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 Dubai Gold Securities may not be directly or indirectly offered, sold, taken up, delivered or transferred in or into the United States. DFSA Exempt Offer Statement: This statement relates to an Exempt Offer in accordance with the Offered Securities Rules (the "OSR") of the Dubai Financial Services Authority (the "DFSA"). This statement is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Offering Document nor taken steps to verify the information set out in it and has no responsibility for it. The securities to which this Offering Document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this Offering Document you should consult an authorized financial adviser. Whilst a pronouncement or fatwa has been issued by the Shariah Supervisory Board confirming that, in its view, the proposed issue of the Dubai Gold Securities has been structured in compliance with Shariah principles, potential investors should not rely on the pronouncement in deciding whether to make an investment in the Dubai Gold Securities and should consult their own Shariah advisers as to whether the proposed issuance of Dubai Gold Securities described in the pronouncement is in compliance with Shariah principles. For a description of certain restrictions on the offer and sale of the Dubai Gold Securities and the distribution of this Offering Document, see "Part 8 (Selling Restrictions)". By purchasing the Dubai Gold Securities investors will be deemed to have made certain acknowledgements, representations and agreements as described in this document. 2 March 2009 CONTENTS Page SUMMARY.....................................................................................................................................................1 The Dubai Bullion Market...........................................................................................................................2 RISK FACTORS .............................................................................................................................................6 Custody and Insurance.................................................................................................................................6 Part 1 INFORMATION ON DGS LLP, DUBAI GOLD INVESTMENTS AND DUBAI GOLD SECURITIES.................................................................................................................................................10 Introduction................................................................................................................................................10 Restrictions Relating to Subscription for Dubai Gold Securities.............................................................10 DGS LLP and Dubai Gold Investments....................................................................................................10 Creation and Custody Structure.................................................................................................................12 Management Expenses ..............................................................................................................................12 Gold Sales Charge and Per Security Entitlement to Gold ........................................................................13 Creation and Redemption Fees..................................................................................................................13 Directors and Secretary Profiles................................................................................................................14