Final Terms dated: 14 March 2025
Leverage Shares Public Limited Company
(a public company incorporated with limited liability in Ireland)
LEI: 635400TLFJSNHVSOFH59
Issue of
30968 Leverage Shares 3x Baidu ETP Securities
pursuant to the
Collateralised Exchange Traded Securities Programme
(the "ETP Securities")
This document constitutes the Final Terms of the ETP Securities described herein.
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of ETP Securities in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the ETP Securities. Accordingly, any person making or intending to make an offer in the United Kingdom of the ETP Securities may only do so in circumstances in which no obligation arises for the Issuer or any dealer to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor any dealer has authorised, nor do they authorise, the making of any offer of the ETP Securities in any other circumstances.
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of ETP Securities in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the ETP Securities. Accordingly any person making or intending to make an offer of the ETP Securities may only do so:
- in circumstances in which no obligation arises for the Issuer to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer; or
- in the United Kingdom, provided such person is one of the persons mentioned in the following paragraph and that such offer is made during the Offer Period specified for such purpose therein.
An offer of the ETP Securities may be made by the Issuer or by the Authorised Participant other than pursuant to Article 1 of the UK Prospectus Regulation in the United Kingdom during the period of 12 months from the Base Prospectus Date (as defined below) (the "Offer Period").
The Issuer has not authorised, and does not authorise, the making of any offer of ETP Securities in any other circumstances.
The expression "UK Prospectus Regulation" means the United Kingdom's version of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.
PART A - CONTRACTUAL TERMS
Terms used herein shall have the meanings given to them in the terms and conditions set forth in the Base Prospectus dated 15 March 2024 which is incorporated by reference in the Base Prospectus dated 17 July 2024 and the supplement to it dated 14 November 2024 (the "Base Prospectus" and the "Base Prospectus Date") which together constitute a base prospectus for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the ETP Securities described herein and has been prepared for the purposes of Article 8 of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus (and any supplement thereto).
Full information on Leverage Shares Public Limited Company (the "Issuer") and the offer of the ETP Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus (together with any supplement thereto) is available on the website of the Issuer at https://leverageshares.com/?page_id=16700. A summary of the ETP Securities to which these Final Terms relate is included as an Annex hereto. Terms used in these Final Terms bear the same meaning as in the Base Prospectus.
The particulars in relation to this issue of ETP Securities are as follows:
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1. |
Series of ETP Securities to which these |
Leverage Shares 3x Baidu ETP Securities |
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Final Terms apply: |
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2. |
Tranche: |
62 |
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3. |
Number of ETP Securities to which these |
30968 |
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Final Terms apply: |
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4. |
Issue Date: |
14 March 2025 |
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5. |
Series Issue Date: |
15 June 2021 |
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6. |
Issue Price: |
USD 6.1402 per ETP Security |
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7. |
Principal Amount: |
USD 5.00per ETP Security |
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8. |
Maximum number of ETP Securities of this |
1,000,000,000 |
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Series which may be issued: |
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9. |
Minimum transferable number of ETP |
One |
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Securities: |
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10. |
Trading Method: |
Unit |
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11. |
Relevant Currency: |
USD |
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12. |
Final Redemption Date: |
7 May 2071 |
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13. |
Denomination: |
USD 5.00 |
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14. |
Investment Objective: |
To track the Solactive Leveraged 3x BIDU |
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Index |
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15. |
Income Series |
Not Applicable |
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16. |
Exposure Type: |
Leveraged Exposure |
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17. |
Leverage Factor: |
3x |
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18. |
Rebalance Period: |
Daily |
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19. |
Exchange: |
New York Stock Exchange |
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20. |
Related Exchange: |
All Exchanges |
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21. |
Multiple Exchange: |
Not Applicable |
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22. |
Reference Asset: |
The Reference Asset in respect of the |
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ETP Securities is the following: Baidu, Inc. |
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ADR |
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23. |
Severe Disruption Event: |
Not Applicable |
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24. |
Condition 20 (Interest Amounts): |
Not Applicable |
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(i) |
Interest Payment Dates: |
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25. |
Form of ETP Securities: |
Registered Notes: Global Note registered |
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in the name of a nominee for a common |
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depositary for Euroclear and Clearstream, |
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Luxembourg. |
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NGN Form: no |
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26. |
Portfolio Administrator: |
GWM Limited |
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27. |
Issuing and Paying Agent: |
Elavon Financial Services DAC |
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28. |
Registrar: |
Elavon Financial Services DAC |
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29. |
Portfolio Administration Agreement: |
GWM Portfolio Administration Agreement |
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30. |
Terms and Conditions which apply to this |
Terms and Conditions Version 7 |
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Series: |
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31. |
Authorised Participant |
BNP Paribas Arbitrage S.N.C. |
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32. |
Agency Agreement: |
Elavon Agency Agreement |
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33. |
Operating Procedures Agreement: |
LS Operating Procedures Agreement |
The Issuer accepts the responsibility for the information contained in these Final Terms. Information in respect of the Reference Assets, the Solactive Leveraged 3x BIDU Index and Solactive AG has been extracted from the website of the issuer of the Reference Assets (https://www.baidu.com/), the website of New York Stock Exchange (www.nyse.com) and the website of the sponsor of the Index (http://www.solactive.com). The Issuer confirms that such additional information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the issuer of the Reference Assets, New York Stock Exchange and Solactive AG no facts have been omitted which would render the reproduced information inaccurate or misleading.
PART B - OTHER INFORMATION
1. Listing and admission to trading: Application has been made to the Financial Conduct Authority ("FCA") for the ETP Securities to which these Final Terms apply to be admitted to the Official List of the FCA. Application has been made to the London Stock Exchange for the ETP Securities to which these Final Terms apply to be admitted to trading on the Main Market of the London Stock Exchange.
2. Interests of natural and legal persons involved in the issue
So far as the Issuer is aware, no person involved in the offer of the ETP Securities has an interest material to the offer.
Names and addresses of additional Paying Not applicable
Agent(s) (if any):
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3. Distribution |
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Non-exempt Offer: |
An offer of the ETP Securities may be made by the |
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Authorised Offerors specified in Paragraph 8 of Part B |
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below other than pursuant to Article 1 of the UK |
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Prospectus Regulation in the United Kingdom. |
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Additional Selling Restrictions: |
Not Applicable |
4. Information about the past and the further performance of an Index and its volatility
Information about the past and further Solactive AG
performance of the Index and its volatility can be obtained from:
http://www.solactive.com
5. Information concerning the Issuer of the Reference Asset and the Reference Asset
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Address of Issuer of the Reference Asset: |
Baidu Campus, No 10. Shangdi 10th Street. Haidian. |
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Beijing, 100085 China. |
Country of Incorporation of the Issuer of the China
Reference Asset:
Nature of Business of the Issuer of the As per the Base Prospectus.
Reference Asset:
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Market on which the Reference Asset is |
New York Stock Exchange |
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admitted to trading: |
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Description of the market in which the |
The Reference Asset is traded on the New York Stock |
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Reference Asset is traded: |
Exchange. The New York Stock Exchange is the largest |
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stock exchange in the world by market capitalisation. |
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Date of establishment of market in which the |
17 May 1792 |
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Reference Asset is traded: |
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How price information is published in respect |
Pricing information is published on the website of New |
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of the market on which the Reference Asset |
York Stock Exchange and via third-party information |
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is traded: |
providers. |
An indication of daily trading volumes:
Information on daily trading volumes can be obtained from the website of New York Stock Exchange and from other third party information providers.
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Standing of the market on which the |
The New York Stock Exchange is a leading global stock |
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Reference Asset is traded and the market's |
exchange. The New York Stock Exchange is registered |
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regulatory authority: |
with the United States Securities and Exchange |
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Commission as a securities exchange. |
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Frequency of publication of prices of the |
Prices are published on a real-time basis by a number of |
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Reference Asset: |
third party information providers. |
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Main accounts relating to the Reference |
The Reference Asset will be held by the Margin Loan |
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Asset: |
Provider in the Margin Account. |
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6. Operational Information |
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ISIN Code: |
XS2757381749 |
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Common Code: |
Not applicable |
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Names and addresses of additional Paying |
Not applicable |
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Agent(s) (if any): |
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7. Terms and Conditions of the Offer |
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Offer Price: |
Issue Price |
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Time period, including any possible |
12 months from the Base Prospectus Date. |
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amendments, during which the offer will be |
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open: |
Conditions to which the offer is subject:
Offers of the ETP Securities are conditional upon their issue and, as between the Authorised Offeror(s) and their customers, any further conditions as may be agreed between them.
Description of the application process:
The ETP Securities are being made available by the Issuer for subscription only to Authorised Participants who have submitted a valid subscription order to the Issuer. New issuances of ETP Securities will generally be settled on the second London Business Day following the date on which a valid subscription order is received by the Issuer, together with the applicable fee, provided that such order is received prior to 2.30 p.m. London time on such day.
Description of possibility to reduce Not Applicable subscriptions and manner for refunding
excess amount paid by applicants:
Details of the minimum and/or maximum Not Applicable amount of application:
Details of the method and time limited for The ETP Securities will be issued on the Issue Date paying up and delivering the ETP Securities: against payment to the Issuer of the net subscription moneys
Manner in and date on which results of the The Issuer will sell the ETP Securities to the Authorised
offer are to be made public:Participant on issue. The Authorised Participant will act as a market maker and may also offer the ETP Securities to the public in over-the-counter transactions during the Offer Period. The Authorised Participant may hold the ETP Securities on its inventory. The number of ETP Securities issued will not vary based on the results of an offer and as a result, there is no necessity to notify the public of the results of any offer.
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Procedure for exercise of any right of pre- |
Not Applicable |
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emption, negotiability of subscription rights |
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and treatment of subscription rights not |
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exercised: |
Whether tranche(s) have been reserved for Not Applicable certain countries:
Process for notification to applicants of the Not Applicable amount allotted and the indication whether
dealing may begin before notification is made:
Amount of any expenses and taxes Not Applicable specifically charged to the subscriber or
purchaser:
Name(s) and address(es), to the extent None known to the Issuer, of the placers in the various countries where the offer takes place.
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Name |
and |
address |
of |
financial |
BNP Paribas Arbitrage S.N.C. and each Authorised |
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intermediary/ies authorised to use the Base |
Participant expressly named as an Authorised Offeror on |
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Prospectus, as completed by these Final |
the Issuer's website (www.leverageshares.com) |
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Terms (the "Authorised Offerors"): |
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Prohibition of Sales to UK Retail Investors: |
Not applicable |
8. Intended to be held in a manner which No. Whilst the designation is specified as "No" at
would allow Eurosystem eligibility:the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper and registered in the name of a nominee of one of the ICSDs acting as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
ANNEX 1 - ISSUE SPECIFIC SUMMARY
- Introduction and Warnings
This summary should be read as an introduction to the base prospectus of Leverage Shares plc as approved by the Central Bank of Ireland (the "Base Prospectus" and "the Issuer"). Any decision to invest in the ETP Securities (as defined below) should be based on consideration of the Base Prospectus as a whole by the investor. AN INVESTOR MAY LOSE THE VALUE OF ITS ENTIRE INVESTMENT OR PART OF IT. Where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the 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 ETP Securities.
Issuer:Leverage Shares Plc, 2nd Floor, Block 5, Irish Life Centre, Abbey Street Lower, Dublin 1, D01 P767, Ireland.
Website: https://leverageshares.com
Telephone: +353 1 2240300
LEI: 635400TLFJSNHVSOFH59
Competent Authority: Financial Conduct Authority, 12 Endeavour Square, London E20 1JN Website: https://fca.org.uk
Telephone: +44 207 066 1000
Date of approval of the Base Prospectus: 17 July 2024.
Issue Specific Summary:
Securities: Series: Leverage Shares 3x Baidu ETP Securities, ISIN: XS2757381749
- Key Information on the Issuer
Who is the Issuer of the Securities?
The Issuer is Leverage Shares PLC, a public limited company domiciled in Ireland and incorporated under the Companies Act 2014 of Ireland with registered number 597399. The Issuer operates under the laws of Ireland. The Issuer's LEI number is 635400TLFJSNHVSOFH59.
The Issuer's described principal activity is the issuance of and performance of its obligations under collateralised exchange traded securities (the "ETP Securities"). The Issuer has established a programme (the "Programme"), described in the Base Prospectus, under which series of ETP Securities (each a "Series") may be issued from time to time.
All the issued shares of the Issuer are directly or indirectly held by Monument Trustees Limited, with its registered office at 57 Herbert Lane, Dublin 2, Ireland and registered number 345558 (the " Share Trustee") under the terms of a declaration of trust dated 20 June 2017 pursuant to which the Share Trustee holds the benefit of the shares on trust for charitable purposes. The Issuer is neither directly nor indirectly owned or controlled by any other party to the Programme.
The Directors of the Issuer are Neil Fleming and Ciarán Connolly.
The auditors of the Issuer are Grant Thornton, 18 City Quay, Dublin 2, Ireland, who are chartered accountants qualified to practice in Ireland and members of the Institute of Chartered Accountants in Ireland.
Issue Specific Summary:
The Issuer has appointed the following service providers in respect of the ETP Securities:
- Apex Corporate Trustees (UK) Limited will act as trustee (the "Trustee");
- GWM Limited will act as portfolio administrator (the "Portfolio Administrator");
- Interactive Brokers LLC and/or Morgan Stanley & Co. LLC and/or Pershing LLC will act as margin loan provider (the "Margin Loan Provider(s)");
- Leverage Shares Management Company Limited will act as the arranger;
- Elavon Financial Services DAC will act as issuing and paying agent;
- Elavon Financial Services DAC will act as registrar;
- Calculation Agent Services LLC will act as determination agent;
- GWM Limited will act as broker dealer of record;
- BNP Paribas Arbitrage S.N.C.is the authorised participant.
What is the key financial information regarding the Issuer?
Statement of Comprehensive income of Leverage Shares plc for the financial period
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1-Jul-23 |
1-Jul-22 |
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To |
To |
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30-Jun-2024 |
30-Jun-2023 |
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USD - Audited |
USD - Audited |
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Net profit/(loss) |
4,935 |
25,459 |
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Statement of financial position of Leverage Shares plc for the financial period ended |
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30-Jun-2024 |
30-Jun-2023 |
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USD - Audited |
USD - Audited |
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Total Assets |
2,046,580,088 |
1,524,922,046 |
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Total Liabilities |
2,046,593,092 |
1,524,939,985 |
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Financial Assets designated at fair |
1,935,575,783 |
1,413,012,880 |
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value through profit or loss |
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Derivative financial assets |
0 |
0 |
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Financial liabilities designated at fair |
790,712,170 |
597,297,376 |
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value through profit or loss |
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Derivative financial liabilities |
0 |
0 |
What are the key risks that are specific to the Issuer?
The Issuer is a special purpose vehicle: The Issuer is a special purpose vehicle with the sole business of issuing ETP Securities. The Issuer's only funds to make payments in respect of a Series of ETP Securities are the amounts received by the Issuer from the realisation of the Collateral Assets (as defined below). For each Series, the Issuer will create security over the Collateral Assets in respect of that Series for the benefit of, amongst others, the ETP Securityholders of that Series. In the event that the security created by the Issuer is enforced, and the proceeds of such enforcement are, after making payment to all senior ranking creditors, insufficient to pay all amounts due to such ETP Securityholders in full, the Issuer shall have no liability, obligation or debt for any shortfall in payment and none of the ETP Securityholders or the Trustee (or any other party acting on their behalf) may take any further action to recover such amounts.
Claims of the Margin Loan Provider: Investors should be aware that the agreements entered into between the Issuer and the Margin Loan Providers (the "LS Margin Account Agreements") do not contain limited recourse provisions with respect to the obligations of the Issuer.
There is a risk therefore that, in respect of a claim against the Issuer by a Margin Loan Provider in relation to an LS Margin Account Agreement, if following realisation in full of the Secured Property (whether by way of liquidation or enforcement) in respect of a Series of ETP Securities and application of available cash in accordance with the applicable orders of priority and the Trust Deed, a claim remains outstanding against the Issuer, such claim may be made against assets attributable to other outstanding Series of ETP Securities on a pro rata basis. GWM Limited, who may act as the broker dealer of record with respect to certain Series of ETP Securities (the "Broker Dealer of Record") however, has agreed to indemnify the Issuer against any loss, cost, claim, action, demand or expense which the Issuer may incur as a result of any such claims by the Margin Loan Provider.
- Key Information on the Securities
What are the main features of the Securities?
Each Series of ETP Securities will either be linked to an index (the "Index") or will pursue an investment strategy which will describe the manner in which the proceeds of the issuance of the ETP Securities will be invested along with any leverage to be employed in respect of such investment strategy (the "Investment Strategy"). The Index or Investment Strategy will reference one or more assets (the "Reference Assets") which can consist of (i) equity securities, (ii) debt securities, (iii) fixed income securities, (iv) units in exchange traded funds; (v) mutual funds (items (i) to (v), ("Physical Assets") or (vi) futures contracts and (vii) options contracts.
Series of ETP Securities can offer leveraged long exposure ("Leveraged Exposures"), short inversed leveraged exposure ("Short Exposures") or +1x exposure ("Normal Exposures") to the Reference Assets. With respect to Series of ETP Securities offering Leveraged Exposures and Short Exposures, the degree of leverage or inversed leverage will be embedded in either (i) the Index or Investment Strategy; or (ii) directly in the ETP Securities. The degree of leverage which will apply for each Series of ETP Securities will be reflected in the applicable leverage factor (the "Leverage Factor"). Series of ETP Securities may also be issued which have the objective of generating income to fund periodic interest payments (the "Income Series"). The Investment Strategy of an Income Series may also provide for a Leveraged Exposure to the relevant Reference Assets, details of which will be included in the description of the Investment Strategy.
The underlying assets in respect of each Series of ETP Securities are:
- in the case of Leveraged Exposures and Normal Exposures where the Reference Assets are Physical Assets: the Reference Assets of the applicable Index or Investment Strategy for such Series of ETP Securities; Ancillary Assets (as defined below); and any cash;
- in the case of Short Exposures where the Reference Assets are Physical Assets: the mark to market value of securities loans; the Ancillary Assets; and any cash;
- in the case of ETP Securities where the Reference Assets are futures contracts: the mark to market value of the futures contracts; the Ancillary Assets; and any cash;
- in the case of Income Series where the Reference Assets are options contracts: the mark to market value of the options contracts; any underlying assets of the options contracts acquired by the Issuer to (i) cover its exposure under the options in accordance with the Investment Strategy or (ii) as a result of the options contracts being physically settled; Ancillary Assets; and any cash;
- in the case of Income Series offering Leveraged Exposures where the Reference Assets are Physical Assets: the Reference Assets of the Investment Strategy for such Series of ETP Securities; Ancillary Assets; and any cash,
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Leverage Shares plc published this content on March 17, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 17, 2025 at 14:29:32.948.
