Information  X 
Enter a valid email address

Source Physical Mkts (SGLD)

  Print      Mail a friend

Thursday 10 March, 2011

Source Physical Mkts

Notice of Meeting of Certificateholders

RNS Number : 7449C
Source Physical Markets Plc
10 March 2011


Secured Limited Recourse Certificates issued
under the Secured Gold-Linked Certificates Programme
by Source Physical Markets plc


(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

Documents available for inspection and review by logging on with the details to be provided by the Registrar.  Please contact 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.


1.         Who is entitled to vote on the proposed Extraordinary Resolution?

2.         Procedures for Voting

(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.

3.         Notice regarding New Subscriptions for Certificates and Transfers

4.         Quorum

5.         Adjourned Meeting

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 announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.


This information is provided by RNS
The company news service from the London Stock Exchange