NOTICE OF MEETING OF CERTIFICATEHOLDERS
Secured Limited Recourse Certificates issued
under the Secured Gold-Linked Certificates Programme
by Source Physical Markets plc
Source Physical Markets plc (the "Issuer") hereby gives notice to the holders (the "Certificateholders") of the secured, limited recourse certificates issued by the Issuer under its Secured Gold-Linked Certificates Programme (the "Certificates") that, pursuant to Condition 14 of the Certificates and the provisions of Schedule 2 of the Trust Deed dated 29 June 2009 (the "Trust Deed" as the same may be amended, restated or supplemented from time to time) relating to the Certificates and made between the Issuer, Source UK Services Limited and Deutsche Trustee Company Limited (the "Trustee") as trustee for the Certificateholders, a meeting (the "Meeting") of the Certificateholders will be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ on 4 April 2011 at 10.00 (London time) for the purposes of considering and, if thought fit, passing the following resolution, which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed.
Capitalised terms used and not otherwise defined in this Notice shall have the meaning given to them or incorporated by reference into the terms and conditions of the Certificates (the "Conditions") and/or the Trust Deed.
THAT THIS MEETING (the "Meeting") of the holders (the "Certificateholders") of the outstanding secured, limited recourse certificates issued by the Source Physical Markets plc (the "Issuer") under its Secured Gold-Linked Certificates Programme (the "Certificates") constituted pursuant to a Trust Deed dated 29 June 2009 (the "Trust Deed" as the same may be amended, restated or supplemented from time to time) made between, inter alios, the Issuer and Deutsche Trustee Company Limited (the "Trustee") hereby:
(i) agrees that the following documents will be amended and restated on the terms set out in an English law amendment and restatement deed (the "English Law Amendment and Restatement Deed"): the Master Definitions Deed, the Security Deed, each Authorised Participant Agreement, the Gold Sale and Purchase Agreement, the Portfolio Administration and Advisory Agreement, the Agency Agreement, the Secured Allocated Account Agreement, the Secured Unallocated Account Agreement, the Account Bank Agreement, the Fees and Expenses Agreement and the Proposals and Advice Agreement;
(ii) agrees that the Trust Deed and the Registrar Agreement will be amended and restated and the Conditions of the Certificates will be modified on the terms set out in an Irish law amendment and restatement deed (the "Irish Law Amendment and Restatement Deed" and, together with the English Law Amendment and Restatement Deed, the "Amendment and Restatement Deeds");
(iii) authorises and directs the Trustee to agree to the amendments to be effected pursuant to and to sign, execute and deliver the Amendment and Restatement Deeds together with any other deed, instrument, agreement, certificate, notice, confirmation or document as the Trustee in its absolute discretion considers necessary or desirable and/or do any such other act or thing as may, in the sole discretion of the Trustee, be necessary or desirable in the furtherance of the approval of and entry into the Amendment and Restatement Deeds and/or the matters contemplated thereby;
(iv) sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Certificateholders against the Issuer and any consequent modification to the Trust Deed or any other of the Transaction Documents or any other document incidental to the Certificates, which the Trustee deems necessary or appropriate to effect the amendments referred to in this Extraordinary Resolution; and
(v) discharges and exonerates the Trustee from any liability in respect of any act or omission for which the Trustee may have become responsible by reason of its acting in accordance with this Extraordinary Resolution or making any determination or exercising (or, as the case may be, not exercising) any other power or right conferred pursuant to, or arising out of, this Extraordinary Resolution.
Capitalised terms used and not otherwise defined in this Extraordinary Resolution shall have the meaning given to them or incorporated by reference into the terms and conditions of the Certificates (the "Conditions") and/or the Trust Deed.
Background and reasons for meeting
The Meeting has been convened to consider the Amendment and Restatement Deeds and, if approved, to authorise and direct the Trustee to enter into the Amendment and Restatement Deeds. Pursuant to the Amendment and Restatement Deeds, among other things, the Transaction Documents will be amended and restated to convert the Secured Gold-Linked Certificates Programme into a multi-series "Secured Precious Metals-Linked Certificates Programme" under which the Issuer may issue certificates of different series, each series linked to and secured by a particular precious metal (including, but not limited to, gold, silver, platinum or palladium).
Each series of certificates issued pursuant to the Secured Precious Metals-Linked Certificates Programme will be secured by security interests granted by the Issuer in favour of the Trustee under a separate security deed relating to that series over assets including a pool of the precious metal to which that series of certificates is linked. The holders of certificates of one series will have recourse only to the assets subject to the security interests granted in respect of that series of certificates and such holders will not have recourse to the assets relating to any other series of certificates.
In order to allow for the conversion of the Secured Gold-Linked Certificates Programme into a multi-series programme linked to a number of precious metals, it is proposed that certain amendments be made to the Conditions of the Certificates and the Transaction Documents relating to the Certificates. These amendments include, without limitation, the release of the floating charge granted by the Issuer pursuant to the Security Deed, the retaking of the remaining security granted by the Issuer pursuant to the Security Deed and the modification of the negative covenants of the Issuer to allow issuance by the Issuer of multiple series of certificates linked to and secured by assets other than Gold.
The provisions of this section are intended to provide context only are not intended to be a substitute for a detailed review of the Amendment and Restatement Deeds themselves. This Notice and the summaries contained herein are subject to, and qualified by, the actual provisions of the Amendment and Restatement Deeds, drafts of which are available for inspection and review by Certificateholders in manner set out in "Documents available for inspection and review" below.
The modification of the Conditions and the amendments to the Transaction Documents which would be effected pursuant to the Amendment and Restatement Deeds if executed require the approval of the Certificateholders by way of an Extraordinary Resolution. The Issuer has accordingly convened the Meeting by this Notice to request Certificateholders' agreement by Extraordinary Resolution to the matters contained in the Extraordinary Resolution.
The attention of Certificateholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraphs 3 and 4 of "Voting and Quorum" below.
In accordance with normal practice, the Trustee (which has not been involved in the formalities of the business to be considered at the Meeting) expresses no opinion on the merits of the proposed Extraordinary Resolution and makes no recommendation in connection with this Notice or the Extraordinary Resolution but has authorised that it be stated that it has no objection to the Extraordinary Resolution being submitted to Certificateholders for their consideration.
None of the Trustee, the Issuer or any other person makes any representation in relation to the information set out in this Notice or its sufficiency or accuracy. Accordingly, Certificateholders should inspect and review the actual provisions of the Amendment and Restatement Deeds and seek advice from an independent legal and/or financial adviser as to the impact of the proposed Extraordinary Resolution and the Amendment and Restatement Deeds.
Documents available for inspection and review
Copies of the Amendment and Restatement Deeds (themselves attaching amended and restated versions of the relevant Transaction Documents and other documents) (or the then current drafts thereof), are available from the following website: http://physical.source-etf.com by logging on with the details to be provided by the Registrar. Please contact email@example.com for the log on details. The final versions of the Amendment and Restatement Deeds will be made available in the same manner on or before the second Business Day immediately prior to the Meeting (following which no further amendments will be made thereto) and will also be made available at the Meeting.
VOTING AND QUORUM
1. Who is entitled to vote on the proposed Extraordinary Resolution?
The Certificates are issued in uncertificated registered form. Title to the Certificates is recorded on the CREST register of corporate securities. Computershare Investor Services (Ireland) Limited (the "Registrar") on behalf of the Issuer maintains a record of uncertified corporate securities (the "Record") in relation to the Certificates. Each person who is for the time being shown in the Record as the holder of a particular number of Certificates or, in the case of a joint holding, the person first named in the Record, shall be treated as the holder of such number of Certificates for the purposes of the Meeting.
Each person who is for the time being shown in the Record as the holder of a particular number of Certificates or, in the case of a joint holding, the person first named in the Record, shall be entitled to attend and vote at the Meeting but only in accordance with the procedures set out below in "Procedures for Voting". Ultimate beneficial holders of Certificates who do not themselves appear in the Record but instead hold through an account with a custodian or nominee (each such beneficial holder, a "Beneficial Owner") should note that they are not the legal holders of such Certificates for the purposes of the Meeting and will only be entitled to attend and vote at the Meeting in accordance with the procedures set out below in "Procedures for Voting".
In accordance with paragraph 3 of Schedule 2 to the Trust Deed the Issuer has fixed 30 March 2011 as the record date for the purposes of the Meeting (the "Record Date"). The person in whose name a Certificate is registered in the Record or, in the case of a joint holding, the person first named in the Record, at 18.00 (London time) on the Record Date shall be deemed to be the holder of such Certificate for the purposes of such Meeting, notwithstanding any subsequent transfer of such Certificate or entries in the Record.
2. Procedures for Voting
You may vote on the proposed Extraordinary Resolution by either:
(i) appointing the Registrar to attend and vote on your behalf acting as a proxy under a block voting instruction in relation to the Certificates in which you have an interest; or
(ii) attending and voting in person or appointing someone else (other than the Registrar) to attend and vote in person on your behalf in relation to the Certificates in which you have an interest.
In either case, you must complete the relevant part of the Form of Proxy which accompanies this Notice depending on which option you choose (if any) and return the completed Form of Proxy to the Registrar in accordance with the provisions of the Form of Proxy. The completed Form of Proxy must be received by the Registrar prior to 10.00 (London time) on the Record Date. Any Forms of Proxy received after such time will be void in their entirety and the Registrar will not be able to vote the Certificates to which any such Form of Proxy relates and any other person appointed as proxy pursuant to such a Form of Proxy will be denied access to the Meeting.
A Beneficial Owner must have made arrangements to vote through its custodian or nominee, as applicable, no later than 10.00 (London time) on the Record Date.
3. Notice regarding New Subscriptions for Certificates and Transfers
Any person who acquires Certificates, either by subscription for new Certificates or as a transferee of existing Certificates, in either case, after the date of this Notice but prior to the Record Date, is entitled to attend and vote at the Meeting or to appoint the Registrar as its proxy to attend and vote at the Meeting on its behalf. In order to attend and/or vote at the Meeting or appoint the Registrar as its proxy to attend and vote at the Meeting, such holders should apply to the Registrar at firstname.lastname@example.org for a Form of Proxy which should be completed and returned in accordance with the terms thereof and the above provisions of this Notice.
In the event that any Certificateholder, having returned a Form of Proxy appointing the Registrar to attend and vote on such Certificateholder's behalf in respect of less than 100% their holding of Certificates, subsequently sells, transfers or otherwise disposes of a portion of their holding, such Certificateholder must complete and return a new Form of Proxy in respect of its revised holding in accordance with paragraph 2 (Procedures for Voting) above otherwise such Certificateholder's vote will be voided in its entirety.
The quorum required at the Meeting is two or more persons holding Forms of Proxy or being proxies and holding or representing in the aggregate a majority of the aggregate number of Certificates for the time being outstanding.
5. Adjourned Meeting
If within 15 minutes from the time fixed for the Meeting a quorum is not present the Meeting shall stand adjourned for such period, not being less than 14 days nor more than 42 days, and to such time and place, as may be appointed by the Chairman of the Meeting (with the approval of the Trustee). The quorum required at such adjourned Meeting is two or more persons present in person holding Forms of Proxy or being proxies representing Certificateholders, whatever the aggregate number of outstanding Certificate so held or represented.
6. Procedures at the Meeting
(a) Every question submitted to the Meeting will be decided on a show of hands. Unless a poll is validly demanded before or at the time that the result is declared, the Chairman's declaration that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number of votes cast for, or against, the resolution. A demand for a poll shall be valid if it is made by the Chairman, the Issuer, the Trustee or one or more persons holding or representing in the aggregate not less than one fiftieth (2.0 per cent) of the aggregate number of Certificates for the time being outstanding. On a show of hands every person who is present in person and is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each outstanding Certificates represented or held by him.
(b) To be passed, each Extraordinary Resolution requires not less than three-quarters of the votes cast.
(c) If passed, the Extraordinary Resolution will be binding on all the Certificateholders, whether or not present at such Meeting and whether or not voting.
This Notice is given by Source Physical Markets plc in its capacity as Issuer and will be deemed given on the date on which it is published on the Regulatory News Service of the London Stock Exchange. Copies of this Notice together with Forms of Proxy have also been mailed to the person in whose name a Certificate is registered in the Record.
Computershare Investor Services (Ireland) Limited
Heron House, Corrig Road, Sandyford Industrial Estate
10 March 2011
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.