DJ Amundi Physical Metals plc: UK Final Terms
Amundi Physical Metals plc (GLDA)
Amundi Physical Metals plc: UK Final Terms
10-Jan-2025 / 17:50 CET/CEST
=----------------------------------------------------------------------------------------------------------------------
FINAL TERMS
Final Terms dated 9 January 2025
AMUNDI PHYSICAL METALS PLC
ETC Securities of Amundi Physical Gold ETC issued under its Secured Precious Metal Linked ETC Securities Programme (the
"ETC Securities")
Issue of 300,000 ETC Securities, being Tranche 643 of Amundi Physical Gold ETC specified in these Final Terms
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base
Prospectus dated 20 May 2019 as supplemented by the Supplement to the Base Prospectus dated 4 March 2020.
This document constitutes the final terms of the ETC Securities described herein for the purposes of Article 8.4 of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "
UK Prospectus Regulation") and must be read in conjunction with the Base Prospectus dated 3 May 2024 (the "Current Base
Prospectus") and the supplement to the Current Base Prospectus dated 26 July 2024 (the "Supplement to the Current Base
Prospectus"), which together constitute a base prospectus for the purposes of the UK Prospectus Regulation, save in
respect of the Conditions which are extracted from the Base Prospectus dated 20 May 2019 as so supplemented and are
incorporated by reference into the Current Base Prospectus. Full information on the Issuer and the offer of the ETC
Securities is only available on the basis of the combination of this final terms and the Base Prospectus dated 20 May
2019 as so supplemented and the Current Base Prospectus and the Supplement to the Current Base Prospectus.
GENERAL TERMS
1. Issuer: Amundi Physical Metals plc
2. i. Series: Amundi Physical Gold ETC
ii. Tranche Number(s): 643
3. Aggregate Number of ETC Securities of the Series:
i. Immediately following
the issue of the relevant Tranche 53,271,459.00
of ETC Securities:
ii. Comprising the relevant 300,000.00
Tranche of ETC Securities:
4. Metal Entitlement:
i. Initial Metal
Entitlement as at the Series Issue 0.04 fine troy ounces
Date:
ii. Metal Entitlement as at
the Subscription Trade Date of the
relevant Tranche of ETC Securities 0.03968957
(if not the first Tranche of ETC
Securities of the Series):
5. Issue Date:
i. Series Issue Date: 24 May 2019
ii. Issue Date of the
relevant Tranche of ETC Securities 13 January 2025
(if not the first Tranche of ETC
Securities of the Series):
6. Scheduled Maturity Date: 23 May 2118
7. Relevant Regulatory Law Reference 21 May 2019
Date:
8. Date on which Board approval for 25 April 2019
issuance of ETC Securities obtained:
TRANSACTION PARTIES
9. Additional Paying Agent(s): Not Applicable
As at the date of these Final Terms:
HSBC Bank plc, with registered office at:
8 Canada Square,
Canary Wharf,
London, E14 5HQ
Jane Street Financial Limited, with registered office at:
Floor 30, 20 Fenchurch Street,
London EC3M 3BUY
Flow Traders B.V., with registered office at:
Jacob Bontiusplaats 9
1018 LL Amsterdam
Optiver VOF, with registered office at:
10.
Authorised Participant(s): Strawinskylaan 3095
1077 ZX Amsterdam
BNP Paribas Arbitrage SNC, with registered office at:
1 Rue Laffitte
75009 Paris
Merrill Lynch International, with registered office at
2 King Edward Street
London EC1A 1HQ
Virtu Financial Ireland Limited, with registered office at
North Dock One
Fifth Floor
91/92 North Wall Quay
Dublin 1 D01 H7V7
PROVISIONS RELATING TO FEES
11. Total Expense Ratio (as at the date of 0.12% per annum.
these Final Terms):
PROVISIONS RELATING TO REDEMPTION
12. Nominal Amount: USD 5.085, being an amount equal to 10 per cent. of the Issue
Price per ETC Security as at the Series Issue Date.
13. Specified Interest Amount: USD 0.051, being an amount equal to 1 per cent. of the Nominal
Amount.
GENERAL PROVISIONS APPLICABLE TO THE ETC SECURITIES
An offer of the ETC Securities may be made by any Authorised
Offeror(s) other than pursuant to Article 1(4) of the Prospectus
Regulation in Austria, France, Germany, Italy, Luxembourg, the
14. Non-exempt Offer: Netherlands, Spain, Sweden and any other Relevant Member State
where a base prospectus (and any supplements) relating to such
ETC Securities have been notified to the competent authority in
that Relevant Member State and published in accordance with the
Prospectus Regulation.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading the Tranche(s) of ETC
Securities described herein pursuant to Amundi Physical Metal Plc's Secured Precious Metal Linked ETC Securities
Programme.
Signed on behalf of the Issuer:
By: . ...........................................
Duly authorised Part B - Other Information
1. LISTING
Application has been made for the ETC Securities to be admitted to
Euronext Paris and for the ETC Securities to be admitted to trading on
the regulated market thereof. Application has also been made for the ETC
Securities to be admitted to Euronext Amsterdam, the Deutsche Börse and
the Borsa Italiana and for the ETC Securities to be admitted to trading
on the regulated markets thereof.
Application has also been made for the ETC Securities to be admitted to
trading on the main market of the London Stock Exchange.
i. Listing and Application has also been made for the ETC Securities to be admitted to
admission to trading: trading on the International Quotation System of the Mexican Stock
Exchange pursuant to the private placement exemptions established under
the Ley del Mercado de Valores (Securities Market Law).
Application may be made for the ETC Securities to be listed on additional
stock exchanges and admitted to trading on additional markets from time
to time.
As at the date of these Final Terms, ETC Securities of this Series have
been admitted to trading on Euronext Paris, Euronext Amsterdam, the
Deutsche Börse, the Borsa Italiana, the London Stock Exchange and the
International Quotation System of the Mexican Stock Exchange.
ii. Estimate of
total net proceeds of the USD 31,846,110.00
issue:
iii. Estimate of
total expenses related to
admission to trading for EUR3,000
the relevant Tranche:
2. REASONS FOR THE OFFER
Reasons for the offer: See section headed "Investing in the ETC Securities to gain exposure to
gold price" in the Current Base Prospectus.
3. OPERATIONAL INFORMATION
ISIN: FR0013416716
Common Code: 199119532
(MORE TO FOLLOW) Dow Jones Newswires
January 10, 2025 11:51 ET (16:51 GMT)
DJ Amundi Physical Metals plc: UK Final Terms -2-
CFI: DTZXXB
FISN: AMUNDI PHYSICAL/DBT
Listing Euronext Paris: BJ027Y1 FR
Listing Euronext Amsterdam: BJYGLG9 NL
SEDOL: Listing Deutsche Börse Xetra: BKF9G58 DE
Listing Borsa Italiana: BQXJCQQ5
Listing London Stock Exchange: BLKQKY8
WKN (if applicable): A2UJK0
Delivery: Delivery free of payment.
ANNEX - Issue Specific Summary 9 January 2025
SUMMARY
A. INTRODUCTION AND WARNINGS
A.1.1 Name and international securities identifier number (ISIN) of the securities
Series Amundi Physical Gold ETC due 2118 (the "Series") issued under the Secured Precious Metals Linked ETC Securities
Programme. ISIN Code: FR0013416716.
A.1.2 Identity and contact details of the issuer, including its legal entity identifier (LEI)
Amundi Physical Metals plc (the "Issuer") is a public company limited by shares incorporated in Ireland. Its registered
address is at 2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland. The Issuer's telephone number is +353 1
905 8020 and its legal entity identifier is 635400OKXTE2YQC92T76.
A.1.3 Identity and contact details of the competent authority approving the Base Prospectus
The Base Prospectus has been approved in accordance with Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") by the United Kingdom Financial
Conduct Authority as competent authority. Address: 12 Endeavour Square, London E20 1JN. Telephone number: +44 (0)20
7066 1000.
A.1.4 Date of approval of the Base Prospectus
The Base Prospectus (the "Base Prospectus") was approved on 3 May 2024 and may be amended and/or supplemented from time
to time.
A.1.5 Warning
This summary has been prepared in accordance with Article 7 of the UK Prospectus Regulation and should be read as an
introduction to the Base Prospectus. Any decision to invest in the exchange-traded, secured, limited recourse
securities linked to the price of Gold of this Series (the "ETC Securities") should be based on consideration by the
investor of the Base Prospectus as a whole, including the related final terms for this Tranche (the "Final Terms"). Any
investor could lose all or part of their invested capital. Civil liability attaches only to those persons who have
tabled this summary, including any translation thereof, but only if this summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together
with the other parts of the Base Prospectus, key information in order to aid investors when considering whether to
invest in the ETC Securities. This document does not constitute an offer or invitation to any person to subscribe for
or purchase any ETC Securities. It has been prepared in connection with the Final Terms.
B. KEY INFORMATION ON THE ISSUER
B.1 Who is the issuer of the securities?
B.1.1 Domicile, legal form, LEI, jurisdiction of incorporation and country of operation
The Issuer was incorporated on 4 December 2018 as a public limited company in Ireland under the Companies Act of
Ireland 2014, as amended, with registration number 638962. Its legal entity identifier is 635400OKXTE2YQC92T76.
B.1.2 Principal activities
The Issuer has been established as a special purpose vehicle and has established a programme (the "Programme") under
which ETC Securities linked to gold ("Gold" or "Metal") may be issued from time to time. Each Series of ETC Securities
issued under the Programme will be linked to, and provide exposure to, the price of Gold.
B.1.3 Major Shareholders
The authorised share capital of the Issuer is EUR25,000, divided into 25,000 ordinary shares of EUR1 each, all of which
have been issued and fully paid up. Such shares are held by Cafico Trust Company Limited on trust for charitable
purposes.
B.1.4 Key managing directors
The directors of the Issuer are Rolando Ebuna, Máiréad Lyons and Mehdi Balafrej.
B.1.5 Identity of the statutory auditors
The statutory auditors of the Issuer are KPMG Ireland.
B.2 What is the key financial information regarding the Issuer?
The Issuer has published its audited financial statements for the period from 1 April 2023 to the period ending on 31
March 2024. The summary information below is extracted from the Issuer's statement of financial position as 31 March
2024:
Total current assets (in USD) 4,581,621,991
Total equity (in USD) 39,373
Total current liabilities (in USD) 4,581,582,618
Total equity and liabilities (in USD) 4,581,621,991
B.3 What are the key risks that are specific to the Issuer?
-- The Issuer is a special purpose vehicle with no material assets other than its paid-up share capital andthe assets on which each Series of ETC Securities are secured (principally the Gold). In respect of each Series,the holders of such ETC Securities (the "Securityholders") will have recourse only to the Secured Property (asdefined below) and not to any other assets of the Issuer. If, following realisation in full of the Secured Propertyrelating to such Series, any outstanding claim remains unpaid, then such claim will be extinguished and no debtwill be owed by the Issuer in respect thereof.
C. KEY INFORMATION ON THE SECURITIES
C.1 What are the main features of the ETC Securities?
C.1.1 Type, class and ISIN
Commodity-linked securities. ISIN Code: FR0013416716 Common Code: 199119532
C.1.2 Currency, denomination, par value, number of securities issued and duration
The ETC Securities are denominated in USD. The ETC Securities are in bearer global form. For the purposes of the UK Prospectus Regulation, the Nominal Amount of each ETC Security (USD 5.085) shall be regarded as the denomination of such ETC Security. The ETC Securities are being treated by the Issuer as having a minimum denomination of less than EUR100,000. As at the issue date of the above tranche of ETC Securities, there will be 53,271,459.00 ETC Securities of this Series in issue. The scheduled maturity date (the "Scheduled Maturity Date") of the ETC Securities is 23 May 2118.
C.1.3 Rights attached to the ETC Securities
Overview
The ETC Securities are designed to provide purchasers with exposure to Gold without having to take physical delivery of the Gold. The Issuer, under the Programme, may only issue ETC Securities to authorised participants appointed as such (each, an "Authorised Participant"). Authorised Participants may, thereafter, offer such ETC Securities to retail clients, professional clients or other eligible counterparties (subject to certain selling restrictions contained in the Base Prospectus). The first tranche of the Series was issued on 23 May 2019 (the "Series Issue Date") to one or more Authorised Participants.
Each ETC Security relates to a specific amount in weight of Gold, specified in the Final Terms, known as the "Metal Entitlement". In order to back its obligations under the ETC Securities, the Issuer will seek to hold enough Gold to meet its obligations under the ETC Securities. On the Series Issue Date, each ETC Security was ascribed with a Metal Entitlement (the "Initial Metal Entitlement") and on each subsequent day, the Metal Entitlement of each ETC Security shall be reduced by a percentage (the "Total Expense Ratio") determined as sufficient to fund the Issuer's "all in one" operational fee to Amundi Asset Management S.A.S (the "Advisor"). In order to fund such "all in one" operational fee, HSBC Bank plc (the "Metal Counterparty") shall periodically liquidate an amount of Gold (the "TER Metal") equal to the accrued reductions (pursuant to the Total Expense Ratio) to the Metal Entitlement of all ETC Securities of the Series. The Total Expense Ratio shall cease to apply to an ETC Security for a Series on the earliest to occur of (i) a Buy-Back Trade Date relating to such ETC Security, (ii) an Early Redemption Trade Date relating to such Series and (iii) the Final Redemption Valuation Date for such Series. The Gold will be held for the Issuer by HSBC Bank plc (the "Custodian ") and will generally be held on an "allocated" basis on the terms of the Custody Agreement in the relevant allocated account of the Issuer with the Custodian marked for the relevant series (the "Allocated Account"). This means that the Gold is held in a segregated account held at the London vault of the Custodian in the name of the Issuer for the account of the relevant Series and all Gold in allocated form that is deposited with or received by the Custodian from time to time is held by the Custodian as bailee for the Issuer for that Series. There are times when amounts of the Gold may be held on an "unallocated" basis, for example to facilitate subscriptions.
Subscription
(MORE TO FOLLOW) Dow Jones Newswires
January 10, 2025 11:51 ET (16:51 GMT)
DJ Amundi Physical Metals plc: UK Final Terms -3-
On any day (other than a Saturday or a Sunday) on which (i) Euronext Paris is open for business, (ii) the over-the-counter market of The London Bullion Market Association (the "LBMA") is open for business and (iii) commercial banks in Ireland are open for business (a "Business Day"), an Authorised Participant may request the Issuer to issue further ETC Securities to such Authorised Participant (a "Subscription"). Prior to settlement of a Subscription, the Authorised Participant will be required to transfer to an unallocated account of the Issuer with the Custodian marked for such Series (the "Unallocated Account") an amount of Gold (the "Subscription Settlement Amount") equal to the product of (a) the Metal Entitlement on the relevant trade date (the "Subscription Trade Date") and (b) the total number of ETC Securities being issued. The Issuer will not issue ETC Securities to an Authorised Participant until the Subscription Settlement Amount has been received in the Unallocated Account and allocated to the Allocated Account for the Series. In connection with each Subscription, the Authorised Participant will also be required to pay to the Issuer a subscription fee (the "Subscription Fee").
Buy-Backs
On any Business Day, an Authorised Participant may request that the Issuer buys back ETC Securities from such Authorised Participant (a "Buy-Back"). Prior to settlement of a Buy-Back, the Authorised Participant will be required to deliver to the Issuing and Paying Agent on behalf of the Issuer the relevant ETC Securities being bought back. The Issuer will not cancel such ETC Securities and deliver to the Authorised Participant an amount of Gold (the "Buy-Back Settlement Amount") equal to the product of (1) the Metal Entitlement on the relevant trade date (the "Buy-Back Trade Date") and (2) the total number of ETC Securities being bought back, until the Issuing and Paying Agent has confirmed receipt of such ETC Securities. In connection with each Buy-Back, the Authorised Participant will also be required to pay to the Issuer a buy-back fee (the "Buy-Back Fee").
Future Buy-Backs and Early and Final Redemption
At any given time, the Gold standing to the credit of the Allocated Account should at least equal the aggregate Metal Entitlement for all ETC Securities still outstanding for such Series. Such Gold will fund the delivery of any future Buy-Back Settlement Amounts and the payment of any "Early Redemption Amount" or "Final Redemption Amount" (each as defined below) in respect of each ETC Security.
Security
The obligations of the Issuer under the ETC Securities will be secured pursuant to a security deed governed by the laws of Ireland and a security deed governed by English law by security interests over the rights of the Issuer under the agreements entered into by it in respect of the ETC Securities and the underlying Gold. The assets and property that are the subject of such security interests are known as "Secured Property" for this Series. Securityholders will not, by reason of holding such Series, have any claim against the Secured Property with respect to any other series of ETC Securities. The security over the Secured Property in respect of a Series of ETC Securities 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.
Limited Recourse and Ranking
The ETC Securities will rank equally amongst themselves. The rights of Securityholders are limited in recourse to the Secured Property. As such, once the Secured Property has been realised and the net proceeds distributed, none of the parties or anyone acting on their behalves may take further steps against the Issuer or its directors, officers, members or administrator to recover any further sum and no debt will be owed by the Issuer in respect of such sum. Any proceeds of the Secured Property will be applied in accordance with the priorities of payments set out in the terms and conditions and, therefore, the rights of Securityholders will rank in accordance therewith. As a result of such provisions, the Securityholders of a Series may not receive in full the Final Redemption Amount or Early Redemption Amount payable in respect of each ETC Security of such Series if the proceeds of the Secured Property are insufficient to meet the claims of all secured creditors of such Series.
Interest
The ETC Securities will not pay periodic interest but the Early Redemption Amount or Final Redemption Amount, as applicable, may incorporate an interest redemption premium to the extent such Early Redemption Amount or Final Redemption Amount, as applicable, exceeds the issue price per ETC Security for the first tranche of the Series.
Where the value of the Metal comprising the Metal Entitlement per ETC Security is trading at or below an amount equal to the Nominal Amount plus the Specified Interest Amount (each as defined below), a Specified Interest Amount may be payable by the Issuer as part of the Final Redemption Amount or Early Redemption Amount payable per ETC Security, as the case may be, which amount shall represent interest on the Nominal Amount.
Final Redemption of the ETC Securities
Unless previously redeemed in whole or purchased and cancelled by the Issuer, each ETC Security will become due and payable on the Scheduled Maturity Date at its Final Redemption Amount.
The "Final Redemption Amount" for a Series shall be an amount (which amount may incorporate an interest redemption premium, being any excess over the issue price per ETC Security for the first tranche of such Series) denominated in USD per ETC Security equal to the greater of: i. the product of (a) the Metal Entitlement (expressed in fine troy ounces) as at the date falling 40Business Days prior to the scheduled maturity date (the "Final Redemption Valuation Date", subject to postponementin certain circumstances) and (b) the average price ascribed to each fine troy ounce of Metal held in the AllocatedAccount on the Final Redemption Valuation Date based on (1) the proceeds received on any Metal sold prior to thefifth Business Day immediately preceding the scheduled maturity date and (2) the reference price for the Metal aspublished on the relevant price source for such Series (or any successor or replacement price source) in respect ofany Metal not sold prior to the fifth Business Day immediately preceding the scheduled maturity date; and ii. an amount equal to 10 per cent. of the issue price per ETC Security on the Series Issue Date (the "Nominal Amount") plus an amount equal to 1 per cent. of the Nominal Amount (the "Specified Interest Amount").
Early Redemption of the ETC Securities
The ETC Securities shall become due and payable prior to their scheduled maturity date at its Early Redemption Amount due to the occurrence of any of the following events if, following the occurrence of any such event, the Issuer (and/or, in the case of a Market Value Redemption Event or an Event of Default, the Trustee following requisite direction by the Securityholders) has given notice designating an early redemption of the ETC Securities in full: i. the Issuer at any time and for any reason elects to early redeem the ETC Securities in full (an "IssuerCall Redemption Event"); ii. on the next date on which a delivery of Metal is due (whether in respect of a Subscription, a Buy-Back ora sale of TER Metal), the Issuer is, or there is a substantial likelihood that it will be, required to make paymentin respect of VAT or register for VAT or otherwise account for VAT on such delivery of Metal, or the Issuer hasbecome liable, or become aware that it is liable, for VAT in respect of a prior delivery of Metal (a "VATRedemption Event"); iii. certain key service providers of the Issuer resign or their appointment in relation to such Series isterminated for any reason and no successor or replacement has been appointed within 120 calendar days (a "ServiceProvider Non-Replacement Redemption Event"); iv. the prevailing value of an ETC Security on two consecutive non-disrupted days (calculated by theAdministrator by reference to each ETC Security's Metal Entitlement and the "Metal Reference Price" (being the LBMAGold Price or such successor Metal Reference Price as may be determined from time to time) on each suchnon-disrupted day) is less than or equal to 20 per cent. of the issue price per ETC Security (calculated byreference to each ETC Security's Metal Entitlement and the Metal Reference Price) as at the Series Issue Date (a "Market Value Redemption Event"); or v. an event of default occurs including certain breaches by the Issuer of its obligations that are not curedwithin the applicable cure period and certain insolvency events with respect to the Issuer (an "Event of Default").
The "Early Redemption Amount" shall be an amount (which amount may incorporate an interest redemption premium, being any excess over the issue price per ETC Security for the first tranche of such Series) denominated in USD per ETC Security equal to the greater of: i. the product of (a) the Metal Entitlement (expressed in fine troy ounces) as at the date specified in therelevant notice designating an Issuer Call Redemption Event, a VAT Redemption Event, a Service ProviderNon-Replacement Redemption Event, a Market Value Redemption Event or an Event of Default, as applicable (the "EarlyRedemption Trade Date", subject to postponement in certain circumstances) and (b) the average price ascribed toeach fine troy ounce of Metal held in the Allocated Account on the Early Redemption Trade Date based on (1) theproceeds received on any Metal sold prior to the fifth Business Day immediately preceding the 40th Business Dayfollowing the Early Redemption Trade Date (such 40th Business Day following the Early Redemption Trade Date, the "Metal Sale Cut-Off Date") and (2) the reference price for the Metal as published on the relevant price source forsuch Series (or any successor or replacement price source) in respect of any Metal not sold
(MORE TO FOLLOW) Dow Jones Newswires
January 10, 2025 11:51 ET (16:51 GMT)
