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As filed with the Securities and Exchange Commission on October 1, 2013
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
iSHARES® SILVER TRUST
SPONSORED BY iSHARES® DELAWARE TRUST SPONSOR LLC
(Exact name of Registrant as specified in its charter)
New York | 1040 | 13-7474456 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
c/o iShares® Delaware Trust Sponsor LLC
400 Howard Street, San Francisco, CA 94105
Attn: Product Management Team,
iShares® Product Research & Development
(415) 670-2000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
c/o iShares® Delaware Trust Sponsor LLC
400 Howard Street, San Francisco, CA 94105
Attn: Product Management Team,
iShares® Product Research & Development
(415) 670-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David Yeres, Esq. Clifford Chance US LLP 31 West 52nd Street New York, NY 10019 | Deepa Damre, Esq. BlackRock, Inc. 400 Howard Street San Francisco, CA 94105 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) |
CALCULATION OF THE REGISTRATION FEE
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Title of each class of securities to be registered | Amount to be | Proposed maximum offering price per unit(1) | Proposed offering price | Amount of registration fee | ||||
iShares | 52,350,000 | $20.90 | $1,094,115,000 | $140,922.01 | ||||
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(1) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), based on an average of the high and low price of the Shares on NYSE Arca of $20.90 on September 30, 2013. |
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the prospectus included in this Registration Statement is a combined prospectus which also relates to 14,800,000 unsold Shares registered under Registration Statement No. 333-187252 filed on March 14, 2013. A filing fee of $56,352.57 was paid in connection with the registration of such shares. Upon effectiveness, this Registration Statement will act as a post-effective amendment to such earlier Registration Statement.
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Offering | The Shares represent units of fractional undivided beneficial interest in the net assets of the Trust. |
Use of proceeds | Proceeds received by the Trust from the issuance and sale of Baskets consist of silver deposits. Such deposits are held by the Custodian on behalf of the Trust until (i) delivered to Authorized Participants in connection with a redemption of Baskets or (ii) sold to pay the fee due to the Sponsor and Trust expenses or liabilities not assumed by the Sponsor. |
NYSE Arca symbol | SLV |
CUSIP | 46428Q109 |
Creation and redemption | The Trust issues and redeems Baskets of Shares on a continuous basis (a Basket equals 50,000 Shares). Baskets of Shares are only issued or redeemed in exchange for an amount of silver determined by the Trustee on each day that NYSE Arca is open for regular trading. No Shares are issued unless the Custodian has allocated to the Trust’s account (except for an unallocated amount of silver not in excess of 1100 ounces), the corresponding amount of silver. On the day of creation of the Trust, a Basket required delivery of 500,000 ounces of silver. The amount of silver necessary for the creation of a Basket, or to be received upon redemption of a Basket, will decrease over the life of the Trust, due to the payment or accrual of fees and other expenses or liabilities payable by the Trust. Baskets may be created or redeemed only by Authorized Participants, who pay the Trustee a transaction fee for each order to create or redeem Baskets. See “Description of the Shares and the Trust Agreement” for more details. |
Net Asset Value | The net asset value of the Trust is obtained by subtracting the Trust’s expenses and liabilities on any day from the value of the silver owned by the Trust on that day; the net asset value per Share, or NAV, is obtained by dividing the net asset value of the Trust on a given day by the number of Shares outstanding on that date. On each day on which NYSE Arca is open for regular trading, the Trustee determines the NAV as promptly as practicable after 4:00 p.m. (New York time). The Trustee values the Trust’s silver on the basis of that day's announced London Fix. If there is no London Fix on that day, the Trustee is authorized to use the most recently announced London Fix unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation. See “Business of the Trust—Valuation of Silver; Computation of Net Asset Value.” |
Trust expenses | The Trust’s only ordinary recurring expense is expected to be the remuneration due to the Sponsor (the “Sponsor’s Fee”). In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume the following administrative and marketing expenses of the Trust: the Trustee’s Fee, the Custodian’s Fee, NYSE Arca listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses and up to $100,000 per annum in legal fees and expenses. The Sponsor’s Fee is accrued daily at an annualized rate equal to |
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0.50% of the net asset value of the Trust and is payable monthly in arrears. The Trustee will from time to time sell silver in such quantity as is necessary to permit payment of the Sponsor’s Fee and may also sell silver in such quantities as may be necessary to permit the payment of the Sponsor's Fee and of Trust expenses and liabilities not assumed by the Sponsor. The Trustee is authorized to sell silver at such times and in the smallest amounts required to permit such payments as they become due, it being the intention to avoid or minimize the Trust’s holdings of assets other than silver. Accordingly, the amount of silver to be sold may vary from time to time depending on the level of the Trust’s expenses and liabilities and the market price of silver. See “Business of the Trust—Trust Expenses” and “Description of the Shares and the Trust Agreement—Trust Expenses and Silver Sales.” | |
Tax Considerations | Owners of Shares are treated, for U.S. federal income tax purposes, as if they owned a corresponding share of the assets of the Trust. They are also viewed as if they directly received a corresponding share of any income of the Trust, or as if they had incurred a corresponding share of the expenses of the Trust. Consequently, each sale of silver by the Trust constitutes a taxable event to Shareholders. See “United States Federal Income Tax Consequences— Taxation of U.S. Shareholders” and “ERISA and Related Considerations.” |
Voting Rights | Owners of Shares do not have any voting rights. See “Description of the Shares and the Trust Agreement—Voting Rights.” |
Suspension of Issuance, Transfers and Redemptions | The Trustee may suspend the delivery or registration of transfers of Shares, or may refuse a particular deposit or transfer at any time, if the Trustee or the Sponsor think it advisable for any reason. Redemptions may be suspended only (i) during any period in which regular trading on NYSE Arca is suspended or restricted, or the exchange is closed, or (ii) during an emergency as a result of which delivery, disposal or evaluation of silver is not reasonably practicable. See “Description of the Shares and the Trust Agreement—Requirements for Trustee Actions.” |
Limitation on Liability | The Sponsor and the Trustee: |
•are only obligated to take the actions specifically set forth in the Trust Agreement without negligence or bad faith; | |
•are not liable for the exercise of discretion permitted under the Trust Agreement; and | |
•have no obligation to prosecute any lawsuit or other proceeding on behalf of the Shareholders or any other person. | |
•See “Description of the Shares and the Trust Agreement— Limitations on Obligations and Liability.” | |
Termination events | The Trustee will terminate the Trust Agreement if: |
•the Trustee is notified that the Shares are delisted from NYSE Arca and are not approved for listing on another national securities exchange within five business days of their delisting; | |
•holders of at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust; | |
•60 days have elapsed since the Trustee notified the Sponsor of the Trustee’s election to resign and a successor trustee has not been appointed and accepted its appointment; |
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•the SEC determines that the Trust is an investment company under the Investment Company Act of 1940, as amended, and the Trustee has actual knowledge of that determination; | |
•the aggregate market capitalization of the Trust, based on the closing price for the Shares, was less than $350 million for five consecutive trading days and the Trustee receives, within six months from the last of those trading days, notice that the Sponsor has decided to terminate the Trust; | |
•the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act and the Trustee has actual knowledge of that determination; or | |
•the Trust fails to qualify for treatment, or ceases to be treated, as a grantor trust for United States federal income tax purposes and the Trustee receives notice that the Sponsor has determined that the termination of the Trust is advisable. | |
•If not terminated earlier by the Trustee, the Trust will terminate in 2046, on the fortieth anniversary of its creation. See “Description of the Shares and the Trust Agreement—Amendment and Termination.” After termination of the Trust, the Trustee will deliver Trust property upon surrender and cancellation of Shares and, ninety days after termination, may sell any remaining Trust property in a private or public sale, and hold the proceeds, uninvested and in a non-interest bearing account, for the benefit of the holders who have not surrendered their Shares for cancellation. See “Description of the Shares and the Trust Agreement—Amendment and Termination.” | |
Authorized Participants | Baskets may be created or redeemed only by Authorized Participants. Each Authorized Participant must be a registered broker-dealer, a participant in DTC, have entered into an agreement with the Trustee (the “Authorized Participant Agreement”) and be in a position to transfer silver to, and take delivery of silver from, the Custodian through one or more silver accounts. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of silver in connection with such creations or redemptions. A list of the current Authorized Participants can be obtained from the Trustee or the Sponsor. |
Clearance and settlement | The Shares are issued in book-entry form only. Transactions in Shares clear through the facilities of DTC. Investors may hold their Shares through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC. |
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• | A change in economic conditions, such as a recession, can adversely affect the price of silver. Silver is used in a wide range of industrial applications, and an economic downturn could have a negative impact on its demand and, consequently, its price and the price of the Shares. |
• | A significant increase in silver price hedging activity by silver producers. Traditionally, silver producers have not hedged to the same extent that other producers of precious metals (gold, for example) have. Should there be an increase in the level of hedge activity of silver producing companies, it could cause a decline in world silver prices, adversely affecting the price of the Shares. |
• | A significant change in the attitude of speculators and investors towards silver. Should the speculative community take a negative view towards silver, a decline in world silver prices could occur, negatively impacting the price of the Shares. |
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(in millions of ounces)
2003 | 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | ||||||||||
Supply | |||||||||||||||||||
Mine production | 597.2 | 613.6 | 637.2 | 641.3 | 666.1 | 683.0 | 713.6 | 752.7 | 757.0 | 787.0 | |||||||||
Net Government Sales | 88.7 | 61.9 | 65.9 | 78.5 | 42.5 | 30.5 | 15.6 | 44.2 | 12.0 | 7.4 | |||||||||
Old Silver Scrap | 196.0 | 198.7 | 202.7 | 206.2 | 203.0 | 200.8 | 199.8 | 228.8 | 258.1 | 253.9 | |||||||||
Producer Hedging | — | — | 45.9 | — | — | — | — | 50.4 | 12.2 | — | |||||||||
Implied Net Disinvestment | 7.8 | — | — | — | 1.4 | — | — | — | — | — | |||||||||
Total Supply | 889.8 | 874.1 | 951.7 | 926.0 | 913.0 | 914.3 | 929.1 | 1,076.2 | 1,039.4 | 1,048.3 | |||||||||
Demand | |||||||||||||||||||
Fabrication | |||||||||||||||||||
Industrial Application | 368.4 | 389.7 | 430.3 | 453.0 | 486.2 | 490.9 | 403.6 | 500.8 | 487.8 | 465.9 | |||||||||
Photography | 192.9 | 178.8 | 160.3 | 142.2 | 117.6 | 101.3 | 79.3 | 72.1 | 66.1 | 57.8 |
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2003 | 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | ||||||||||
Jewelry | 186.8 | 187.6 | 188.4 | 176.5 | 183.8 | 179.1 | 178.7 | 192.8 | 186.5 | 185.6 | |||||||||
Silverware | 85.1 | 68.3 | 69.6 | 63.4 | 61.5 | 59.8 | 55.0 | 52.8 | 48.3 | 44.9 | |||||||||
Coins & Medals | 35.7 | 42.4 | 40.0 | 39.8 | 39.7 | 65.3 | 78.8 | 99.4 | 118.3 | 92.7 | |||||||||
Total Fabrication | 868.8 | 866.7 | 888.6 | 874.9 | 888.9 | 896.4 | 795.4 | 917.9 | 907.1 | 846.8 | |||||||||
Producer De-Hedging | 21.0 | 2.0 | — | 11.6 | 24.1 | 8.7 | 17.4 | — | — | 41.5 | |||||||||
Implied Net Investment | — | 5.4 | 63.1 | 39.5 | — | 9.3 | 116.3 | 158.3 | 132.3 | 160.0 | |||||||||
Total Demand | 889.8 | 874.1 | 951.7 | 926.0 | 913.0 | 914.3 | 929.1 | 1,076.2 | 1,039.4 | 1,048.3 | |||||||||
Silver Price (Average London US$/oz) | 4.879 | 6.658 | 7.312 | 11.549 | 13.384 | 14.989 | 14.674 | 20.193 | 35.119 | 31.150 |
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Year 1 | Year 2 | Year 3 | |||
Hypothetical silver price per ounce | $ 35.00 | $ 35.00 | $ 35.00 | ||
Sponsor’s Fee | 0.50% | 0.50% | 0.50% | ||
Shares of Trust, beginning | 100,000 | 100,000 | 100,000 | ||
Ounces of silver in Trust, beginning | 100,000 | 99,500 | 99,002 | ||
Beginning adjusted net asset value of the Trust | $3,500,000 | $3,482,500 | $3,465,070 | ||
Ounces of silver to be sold to cover the Sponsor’s Fee* | 500 | 498 | 495 | ||
Ounces of silver in Trust, ending | 99,500 | 99,002 | 98,507 | ||
Ending adjusted net asset value of the Trust | $3,482,500 | $3,465,100 | $3,447,700 | ||
Ending NAV | $ 34.83 | $ 34.65 | $ 34.48 |
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• | any expenses or liabilities of the Trust that are not assumed by the Sponsor; |
• | any taxes and other governmental charges that may fall on the Trust or its property; |
• | expenses and costs of any action taken by the Trustee or the Sponsor to protect the Trust and the rights and interests of holders of Shares; and |
• | any indemnification of the Sponsor as described below. |
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• | the Trustee is notified that the Shares are delisted from NYSE Arca and are not approved for listing on another national securities exchange within five business days of their delisting; |
• | holders of at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust; |
• | 60 days have elapsed since the Trustee notified the Sponsor of the Trustee’s election to resign and a successor trustee has not been appointed and accepted its appointment; |
• | the SEC determines that the Trust is an investment company under the Investment Company Act of 1940, as amended, and the Trustee has actual knowledge of that determination; |
• | the aggregate market capitalization of the Trust, based on the closing price for the Shares, was less than $350 million on each of five consecutive trading days and the Trustee receives, within six months from the last of those trading days, notice that the Sponsor has decided to terminate the Trust; |
• | the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act and the Trustee has actual knowledge of that determination; or |
• | the Trust fails to qualify for treatment, or ceases to be treated, as a grantor trust for United States federal income tax purposes and the Trustee receives notice that the Sponsor has determined that the termination of the Trust is advisable. |
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• | are obligated to take only the actions specifically set forth in the Trust Agreement without negligence or bad faith; |
• | are not liable if either of them is prevented or delayed by law or circumstances beyond their control from performing their respective obligations under the Trust Agreement; |
• | are not liable if they exercise or fail to exercise discretion permitted under the Trust Agreement; |
• | have no obligation to prosecute a lawsuit or other proceeding related to the Shares or the Trust property on behalf of any holders of Shares or on behalf of any other person; and |
• | may rely upon any advice or information from other persons they believe in good faith to be competent to provide such advice or information. |
• | payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Shares or Trust property; |
• | satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and |
• | compliance with regulations it may establish, from time to time, consistent with the Trust Agreement, including presentation of transfer documents. |
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• | an individual who is treated as a citizen or resident of the United States for United States federal income tax purposes; |
• | a corporation (or entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or |
• | a trust, if a court within the United States is able to exercise primary supervision over the administration of the Trust and one or more United States persons have the authority to control all substantial decisions of the Trust, or a trust that has made a valid election under applicable Treasury Regulations to be treated as a domestic trust. |
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INFORMATION BY REFERENCE
1. | Annual Report on Form 10-K for the fiscal year ended December 31, 2012; |
2. | All Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or furnished by the Trust since the end of the fiscal year covered by the Annual Report on Form 10-K referred to above; and |
3. | The description of the Shares contained in the registration statement on Form 8-A filed with the SEC on April 24, 2006. |
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PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. | Other Expenses of Issuance and Distribution. |
The trust shall not bear any expenses incurred in connection with the issuance and distribution of the securities being registered. These expenses shall be paid by the sponsor.
Item 15. | Indemnification of Directors and Officers. |
Section 5.6(b) of the Trust Agreement provides that the trustee shall indemnify the sponsor, its directors, employees and agents against, and hold each of them harmless from, any loss, liability, cost, expense or judgment (including reasonable fees and expenses of counsel) (i) caused by the negligence or bad faith of the trustee or (ii) arising out of any information furnished in writing to the sponsor by the trustee expressly for use in the registration statement, or any amendment thereto, or in a periodic report filed with the SEC relating to the iShares that is not materially altered by the sponsor.
Section 5.6(d) of the Trust Agreement provides that the sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries shall be indemnified from the trust and held harmless against any loss, liability or expense incurred without their (1) negligence, bad faith, willful misconduct or willful malfeasance arising out of or in connection with the performance of its obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement or (2) reckless disregard of their obligations and duties under the Trust Agreement.
Item 16. | Exhibits. |
(a) Exhibits
Exhibit | Description | |
4.1 | First Amended and Restated Depositary Trust Agreement is incorporated by reference to Exhibit 4.1 filed with the Annual Report on Form 10-K filed by the Registrant on February 28, 2013 | |
4.3 | Standard Terms for Authorized Participant Agreements is incorporated by reference to Exhibit 4.2 filed with Registration Statement No. 333-156506 on December 30, 2008 | |
5.1 | Opinion of Clifford Chance US LLP as to legality* | |
8.1 | Opinion of Clifford Chance US LLP as to tax matters* | |
10.1 | Custodian Agreement is incorporated by reference to Exhibit 10.1 filed with Registration Statement No. 333-156506 on December 30, 2008 | |
10.2 | Sub-license Agreement is incorporated by reference to Exhibit 10.2 filed with Registration Statement No. 333-156506 on December 30, 2008 | |
10.3 | Amendment No. 1 to Custodian Agreement is incorporated by reference to Exhibit 10.3 filed with Registration Statement No. 333-137621 on September 27, 2006 | |
10.4 | Second Amendment to Custodian Agreement is incorporated by reference to Exhibit 10.1 filed with Current Report on Form 8-K on February 10, 2010 | |
10.5 | Third Amendment to Custodian Agreement is incorporated by reference to Exhibit 10.5 filed with Registration Statement No. 333-170492 on November 9, 2010 |
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10.6 | Fourth Amendment to Custodian Agreement is incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K on February 14, 2012 | |
10.7 | Assignment, Delegation and Assumption Agreement between BlackRock Asset Management International Inc. and iShares® Delaware Trust Sponsors LLC by reference to Exhibit 10.7 filed with the Post-Effective Amendment No. 1 to Registration Statement No. 333-184107 on November 16, 2012 | |
23.1 | Consent of PricewaterhouseCoopers LLP* | |
23.2 | Consents of Clifford Chance US LLP are included in Exhibits 5.1 and 8.1 | |
24.1 | Powers of attorney appear on the signature page to this Registration Statement |
* | Filed herewith. |
(b) | Financial Statement Schedules |
Not applicable.
Item 17. | Undertakings. |
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
Provided, however, That:
(A) Paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-8 (§239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and
(B) Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration statement is on Form S-3 (§239.13 of this chapter) or Form F-3 (§239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§230.424(b) of this chapter) that is part of the registration statement.
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(C)Provided, further, however,that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 (§239.11 of this chapter) or Form S-3 (§239.13 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§229.1100(c)).
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished,provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B (§230.430B of this chapter):
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance or Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of an included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability proposes of the issuer and any person that is at that date an underwriter such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchase with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
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(ii) If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(7) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
(8) That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, California, on October 1, 2013.
iShares® Delaware Trust Sponsor LLC Sponsor of the iShares® Silver Trust* | ||
By: | /s/ Patrick Dunne | |
Patrick Dunne Chief Executive Officer, Principal Executive Officer, President | ||
By: | /s/ Jack Gee | |
Jack Gee Chief Financial Officer, Principal Accounting Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes Patrick Dunne, Jack Gee, Manish Mehta, Philip Jensen, Peter F. Landini and Kimun Lee, and each of them singly, his true and lawful attorneys-in-fact with full power to sign on behalf of such person, in the capacities indicated below, any and all amendments to this registration statement and any subsequent related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and generally to do all such things in the name and on behalf of such person, in the capacities indicated below, to enable the Registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission thereunder, hereby ratifying and confirming the signature of such person as it may be signed by said attorneys-in-fact, or any of them, on any and all amendments to this registration statement or any such subsequent related registration statement.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* and on the dates indicated.
Signature | Capacity | Date | ||
/s/ Patrick Dunne Patrick Dunne | Director, Chief Executive Officer, President | October 1, 2013 | ||
/s/ Jack Gee Jack Gee | Chief Financial Officer, Principal Accounting Officer | October 1, 2013 | ||
/s/ Manish Mehta Manish Mehta** | Director | October 1, 2013 | ||
/s/ Philip Jensen Philip Jensen** | Director | October 1, 2013 | ||
/s/ Peter F. Landini Peter F. Landini** | Director | October 1, 2013 | ||
/s/ Kimun Lee Kimun Lee** | Director | October 1, 2013 |
* | The Registrant is a trust and the persons are signing in their capacities as officers or directors of iShares® Delaware Trust Sponsor LLC, the sponsor of the Registrant. |
**By: | /s/ Jack Gee Jack Gee Attorney-in-Fact |
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EXHIBIT INDEX
Exhibit | Description | |
4.1 | First Amended and Restated Depositary Trust Agreement is incorporated by reference to Exhibit 4.1 filed with the Annual Report on Form 10-K filed by the Registrant on February 28, 2013 | |
4.3 | Standard Terms for Authorized Participant Agreements is incorporated by reference to Exhibit 4.2 filed with Registration Statement No. 333-156506 on December 30, 2008 | |
5.1 | Opinion of Clifford Chance US LLP as to legality* | |
8.1 | Opinion of Clifford Chance US LLP as to tax matters* | |
10.1 | Custodian Agreement is incorporated by reference to Exhibit 10.1 filed with Registration Statement No. 333-156506 on December 30, 2008 | |
10.2 | Sub-license Agreement is incorporated by reference to Exhibit 10.2 filed with Registration Statement No. 333-156506 on December 30, 2008 | |
10.3 | Amendment No. 1 to Custodian Agreement is incorporated by reference to Exhibit 10.3 filed with Registration Statement No. 333-137621 on September 27, 2006 | |
10.4 | Second Amendment to Custodian Agreement is incorporated by reference to Exhibit 10.1 filed with Current Report on Form 8-K on February 10, 2010 | |
10.5 | Third Amendment to Custodian Agreement is incorporated by reference to Exhibit 10.5 filed with Registration Statement No. 333-170492 on November 9, 2010 | |
10.6 | Fourth Amendment to Custodian Agreement is incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K on February 14, 2012 | |
10.7 | Assignment, Delegation and Assumption Agreement between BlackRock Asset Management International Inc. and iShares Delaware Trust Sponsors LLC incorporated by reference to Exhibit 10.7 filed with the Post-Effective Amendment No. 1 to Registration Statement No. 333-184107 on November 16, 2012 | |
23.1 | Consent of PricewaterhouseCoopers LLP* | |
23.2 | Consents of Clifford Chance US LLP are included in Exhibits 5.1 and 8.1 | |
24.1 | Powers of attorney appear on the signature page to this Registration Statement |
* | Filed herewith. |