(NYSEARCA:IAU) “until additional shares are registered with the Securities and Exchange Commission.”
Today, Blackrock explained what happened: in a nutshell, as a result of a surge of investor buying of IAU between February 19, 2016 and March 3, 2016, the “Trust issued and sold a total of 24,900,000 Shares in excess of the total Shares registered.” Effectively, IAU was in violation of SEC rules after selling 25 million shares more than it had registered for. The temporary suspension also meant the ETP could not satisfy investor demand for gold on Friday as it was prohibited from creating new share units.
Blackrock called the failure to register earlier “inadvertent.”
To promptly remedy this non-compliance, BlackRock filed an S-3 statement this morning, registering another 300 million IAU shares,which as the chart below shows boosts its total eligible shares outstanding by nearly 50%.
The increase in shares brings the new eligible total far above the total Blackrock had available as of the gold price in 2011, and also above the last peak in IAU outstanding shares which peaked around 700 million.
This also means that there are no more structural limitations preventing IAU to buy as much gold as there is demand.
The filing can be found here, and the relevant language is below:
On March 20, 2015, the Trust filed an automatic shelf registration statement registering 120,000,000 Shares (the “Prior Shelf Registration Statement”). Between February 19, 2016 and March 3, 2016, the Trust issued and sold a total of 24,900,000 Shares in excess of the total Shares registered on its Prior Shelf Registration Statement (the “Excess Shares”). The failure to file a new automatic shelf registration statement of which this prospectus is a part before the Trust sold more than the Shares registered on the Prior Shelf Registration Statement was inadvertent. On March 3, 2016, the Trust became aware of the error and immediately suspended the issuance of additional Shares pending the filing of a new automatic shelf registration statement of which this prospectus is a part. The Excess Shares were not registered at the time of their initial sale, and may not qualify for an exemption from registration, under the Securities Act of 1933, as amended (the “Securities Act”). Authorized Participants and other investors who purchased Excess Shares could have rescission rights. If rescission rights are exercised by these investors, the Trust may be required to reacquire the Excess Shares at a price equal to the price originally paid for such Excess Shares, plus interest owed to the investor on such Excess Shares. Any such investors who no longer own the Excess Shares they acquired may have the right to collect damages from the Trust in lieu of the rescission rights described above. If investors were successful in seeking rescission and/or damages, the Trust would face financial demands that could adversely affect its reputation, business and operations. Additionally, the Trust may become subject to penalties imposed by the SEC and state securities agencies. If investors seek rescission and/or damages or the Trust elects to conduct a rescission offer, the Trust may or may not have the resources and will need to sell gold potentially at unfavorable prices to fund the repurchase of the Excess Shares.
Something curious: in the filing BlackRock revealed that it may have to sell gold in the fund in order to buy back the shares that were inadvertently not registered and pay interest to investors who purchased the shares.
Those investors “may have the right to collect damages” from the fund, the filing said.
One almost wonders if BlackRock will be selling those 24.9 million IAU shares just as gold is undergoing its next surge.
We wonder if any other gold ETPs will do the same “inadvertent mistake” and oversell gold, just to have the freedom of selling millions of gold-backed shares at their sole discretion to cover the costs from “repurchasing the Excess Shares”?
This article is brought to you courtesy of Tyler Durden From Zero Hedge.