C.1.4 Rank of the ETC Securities in the Issuer's capital structure upon insolvency
The ETC Securities are secured, limited recourse obligations of the Issuer and the ETC Securities of a series rank equally amongst themselves. The obligations of the Issuer in respect of a Series are secured by the Secured Property. The security over the Secured Property in respect of a Series will become enforceable if payment of the Final Redemption Amount or Early Redemption Amount, as applicable, is not made in full when due on the scheduled maturity date or the relevant early redemption settlement date, as applicable.
C.1.5 Restrictions on free transferability of the securities
Interests in ETC Securities traded in any clearing system will be transferred in accordance with the procedures and regulations of that clearing system. The ETC Securities will be freely transferable, subject to certain restrictions on sales of ETC Securities into, amongst other jurisdictions, the United Kingdom, the United States, Italy, Switzerland and any European Economic Area countries to whose competent authority the Base Prospectus has not been notified or passported. These restrictions are mainly targeting offerings to the public in such jurisdictions unless certain exemptions apply although some of the restrictions are blanket prohibitions on the offering of the ETC Securities in the relevant jurisdiction. The ETC Securities are subject to U.S. tax law requirements.
C.2 Where will the ETC Securities be traded?
Application has been made for the ETC Securities to be admitted to listing on, and trading on the regulated markets of, Euronext Paris, Euronext Amsterdam and the Deutsche Börse, and to listing on and trading on the main market of the London Stock Exchange. The ETC Securities may also be listed and/or admitted to trading on such other or further stock exchanges as may be agreed between the Issuer and the Arranger at some point in the future.
C.3 What are the key risks that are specific to the ETC Securities?
-- The value, the secondary market price and the Early Redemption Amount or Final Redemption Amount, asapplicable, of each ETC Security of a Series will be affected by movements in the price of the Metal, marketperception, the creditworthiness of certain transaction parties and the liquidity of the ETC Securities in thesecondary market. The price of the Metal (and, by extension, the price of the ETC Security) can go down as well asup and the performance of the Metal in any future period may not mirror its past performance.
-- Gold is generally more volatile than most other asset classes, making investments in Gold riskier andmore complex than other investments, and the secondary market price of the ETC Securities may demonstrate similarvolatility.
-- The reduction of the Metal Entitlement by the Total Expense Ratio and the imposition of Subscription Feesand Buy-Back Fees on Authorised Participants (which are likely to be passed on to investors) may prove unattractiveto investors who are interested solely in the price movement of the Metal and there can be no assurance that theperformance of the Metal will be sufficient to offset the effect of the Total Expense Ratio and such fees.
-- The Issuer may elect to trigger an Issuer Call Redemption Event and redeem all the ETC Securities of aSeries early on giving not less than 30 calendar days' notice to Securityholders.
-- The Total Expense Ratio may be varied by the Issuer at the request of the Advisor from time to timeprovided that no increase may occur on less than 30 days' notice to Securityholders.
-- VAT may become due on transfers of Metal to or by the Issuer in certain circumstances. This couldadversely affect the Issuer's ability to meet its obligations under the ETC Securities of the relevant Series infull and could trigger a VAT Redemption Event leading to the early redemption of all the ETC Securities of suchSeries.
-- Investing in the ETC Securities will not make an investor the owner of the Metal held by the Custodian(or a Sub-Custodian on behalf of the Custodian) in respect of the relevant Series. Any early or final redemption ofthe ETC Securities of a Series will be settled in cash.
-- ETC Securities may have a long term and an investor who is not an Authorised Participant can only realisevalue from a ETC Security prior to the occurrence of an early redemption event or the scheduled maturity date byselling it at its then market price to an Authorised Offeror or to other investors on the secondary market. Whileeach Authorised Participant may make a market for the relevant Series, no Authorised Participant is obliged to makea market for any Series and an Authorised Participant may discontinue making a market at any time. Furthermore, anymarket in ETC Securities may not be liquid and the secondary market price (if any) for ETC Securities may besubstantially less than the price paid by the investor.
-- The Nominal Amount plus the Specified Interest Amount operates as a minimum repayment amount on the earlyor final redemption of the ETC Securities of a Series. In the event that the liquidation proceeds of the MetalEntitlement for each ETC Security of such Series is insufficient to fund the Nominal Amount and the SpecifiedInterest Amount payable in respect of such ETC Security on such early or final redemption, the holder of such ETCSecurity may not receive payment of the Nominal Amount and/or the Specified Interest Amount in full and may receivesubstantially less. In respect of each ETC Security, payment of the Specified Interest Amount to Securityholderswill rank in priority to payment of the Nominal Amount.
-- The Issuer and the Securityholders are exposed to the creditworthiness of the Metal Counterparty, theCustodian and the Authorised Participants.
-- The Custodian is required, under the Custody Agreement, to verify that the Metal delivered by theAuthorised Participants in exchange for ETC Securities complies with "The Good Delivery Rules for Gold and SilverBars" published by the LBMA. Such verification may not fully prevent the deposit of Metal by AuthorisedParticipants that fail to meet the required purity standards.
-- The Arranger, Advisor, Trustee, Security Trustee, Administrator, Custodian, Authorised Participants,Metal Counterparty, each Agent and/or their affiliates may actively trade or hold positions in the Metal and otherfinancial instruments based on or related to the Metal. Such activities present conflicts of interest and couldadversely affect the price and liquidity of ETC Securities.
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. None of the Issuer, the Arranger nor any other Transaction Party (other than the relevant Authorised Offeror) will be a party to any such arrangements with investors and, accordingly, the Base Prospectus and the Final Terms may not contain such information and, in such case, an investor must obtain such information from the relevant Authorised Offeror.
D.2 Why has the prospectus been produced?
D.2.1 Reason for the offer and use of proceeds
The ETC Securities offer investors a relatively easy means of gaining exposure to the movement in spot prices of gold and provide an alternative means of gaining exposure that is very similar to a direct investment in gold. Although the ETC Securities are not the exact equivalent of an investment in gold, they provide investors with an alternative that allows a level of participation in the gold market through the securities market. The net proceeds from the issue of a Series of ETC Securities will be an amount of Metal which will ultimately be held in the Allocated Account(s) in respect of such Series. Such Metal shall be used to meet the Issuer's obligations under such Series.
D.2.2 Material conflicts of interest pertaining to the offer or admission to trading
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