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Barclays PLC — Capital/Financing Update 2009
Dec 9, 2009
5250_rns_2009-12-09_ab854237-c448-473f-8dd6-e48ba253b863.pdf
Capital/Financing Update
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Final Terms
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
iPath® S&P 500 VIX PROGRAMME
and
GLOBAL STRUCTURED SECURITIES PROGRAMME
for the issue of Securities
Up to 2,000,000 iPath® S&P 500 VIX Mid-Term Futures™ Exchange Traded Notes
Issue Price: USD 100 per Security
This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 5.4 of the Directive 2003/71/EC and is prepared in connection with the iPath® S&P 500 VIX Programme established by Barclays Bank PLC (the "Bank") and is supplemental to and should be read in conjunction with the base prospectus dated 8 December 2009, as supplemented and/or amended from time to time, which constitutes a base prospectus (the "iPath® S&P 500 VIX Base Prospectus") for the purpose of the Directive 2003/71/EC. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the iPath® S&P 500 VIX Base Prospectus and the base prospectus dated 5 August 2009 in respect of the Bank's Global Structured Securities Programme (as amended and/or supplemented from time to time by any supplemental base prospectus, the "Principal Base Prospectus"). The iPath® S&P 500 VIX Base Prospectus and the Principal Base Prospectus are available for viewing during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London and copies may be obtained from such office. Words and expressions defined in the iPath® S&P 500 VIX Base Prospectus and not defined in this document shall bear the same meanings when used herein.
The Issuer accepts responsibility, for the information contained in these Final Terms. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in these Final Terms is in accordance with the facts and does not contain anything likely to affect the import of such information.
Investors should refer to the sections headed "Risk Factors" in the iPath® S&P 500 VIX Base Prospectus for a discussion of certain matters that should be considered when making a decision to invest in the Securities.
The Securities are issued in the form of Certificates notwithstanding that they are entitled "exchange traded notes".
Barclays Bank PLC
Final Terms dated 9 December 2009
The distribution of this document and the offer of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession these Final Terms come are required by the Bank to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in "Purchase and Sale" in the Principal Base Prospectus, as supplemented by the selling restrictions under the section "Purchase and Sale" in the iPath® S&P 500 VIX Base Prospectus.
Part A Terms and Conditions of the Securities
The Securities shall have the following terms and conditions, which shall complete, modify and/or amend the Base Conditions and/or any applicable Relevant Annex(es) set out in the iPath® S&P 500 VIX Base Prospectus dated 8 December 2009.
Parties
| Issuer: | Barclays Bank PLC |
|---|---|
| Manager: | Barclays Bank PLC |
| Determination Agent: | Barclays Bank PLC |
| Issue and Paying Agent: | The Bank of New York Mellon |
| Luxembourg Agent: | The Bank of New York Mellon (Luxembourg) S.A. |
| Frankfurt Agent: | The Bank of New York Mellon, Frankfurt Branch |
| Additional Agents: | Not Applicable |
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES OUTSIDE THE UNITED STATES TO NON-US PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE SECURITIES AND DISTRIBUTION OF THESE FINAL TERMS AND THE IPATH® S&P 500 VIX BASE PROSPECTUS, SEE "PURCHASE AND SALE" IN THE IPATH® S&P 500 VIX BASE PROSPECTUS.
Provisions relating to the Securities
| 1 | Title: | Up to 2,000,000 iPath® S&P 500 VIX Mid Term Futures™ Exchange Traded Notes |
|
|---|---|---|---|
| 2 | (i) | Series: | iPVX2 |
| (ii) | Tranche: | As specified in the relevant Tranche Issue Notice. |
|
| "Tranche Issue Notice" means the notice delivered to the Relevant Stock Exchanges, the Issue and Paying Agent and Clearstream, Frankfurt in respect of the relevant Tranche, specifying the offer details for that Tranche. |
|||
| 3 | Notes: | Not Applicable |
| 4 | Certificates: | Applicable | ||
|---|---|---|---|---|
| (i) | Number of Certificates: | Up to 2,000,000 | ||
| (ii) | Calculation Amount per Security as at the Issue Date: |
USD 100 | ||
| 5 | Form: | |||
| (i) | Global/Definitive: | Global Bearer Securities: Permanent Global Security |
||
| (ii) | CGN Form: | Applicable | ||
| (iii) | Exchangeable for Definitive Bearer Securities: |
Only in limited circumstances as further set out in Base Condition 1.1(a). |
||
| 6 | Trade Date: | In respect of Tranche 1: 9 December 2009 In respect of each subsequent Tranche: As specified in the relevant Tranche Issue Notice. |
||
| 7 | Issue Date: | In respect of Tranche 1: 9 December 2009 In respect of each subsequent Tranche: As specified in the relevant Tranche Issue Notice. |
||
| 8 | Strike Date: | 9 December 2009 | ||
| 9 | Issue Price per Security: | In respect of Tranche 1, USD 100 per Security and in respect of each subsequent Tranche, as specified in the related Tranche Issue Notice. |
||
| 10 | Relevant Stock Exchanges: | Frankfurt Stock Exchange and to the extent that the Securities are admitted to trading thereon, the London Stock Exchange. |
||
| Application may be made for the Securities to be admitted to the Official List of the United Kingdom Listing Authority and admitted to trading on the London Stock Exchange. |
||||
| 11 | Related Exchange: | All Exchanges | ||
| Provisions relating to Redemption | ||||
| 12 | Redemption Date: | 10 December 2019 | ||
| 13 | Settlement Method: | Cash | ||
| 14 | Final Valuation Date: | 6 December 2019 | ||
| 15 | Valuation Time: | As defined in Base Condition 23 |
| 17 | Early Cash Redemption Date: | As defined in Base Condition 23 | |
|---|---|---|---|
| 18 | Early Redemption Notice Period: | As defined in Base Condition 4.3 | |
| 19 | Annual Fee: | 0.89 per cent. per annum | |
| 20 | Call Option: | Applicable | |
| (i) | Trigger Multiple: | 4 | |
| (ii) | Optional Cash Redemption Date: | As defined in Base Condition 23 | |
| (iii) | Issuer Option Exercise Period: | As defined in Base Condition 23 | |
| 21 | Securityholder Put Option: | Applicable | |
| (i) Minimum Securityholder Exercise Amount: |
25,000 Securities | ||
| (i) Securityholder Option Exercise Period: | From but excluding the Issue Date to but excluding the Final Valuation Date. |
||
| Date: | (iii) Securityholder Optional Redemption | The second Business Day following the Securityholder Option Exercise Notice Effective Date. |
|
| (iv) Securityholder Optional Redemption Percentage: |
0.05 per cent. | ||
| 22 | Index: | S&P 500 VIX Mid-Term Futures Total Return Index |
|
| 23 | Index Level: | In respect of each Valuation Date, the level of the Index at the Valuation Time on such Valuation Date, as published by the Index Sponsor and available on the Price Source. |
|
| 24 | Price Source: | Bloomberg: SPVXMTR Index | |
| 25 | Exchange: | Chicago Board Options Exchange | |
| Provisions regarding Market Disruption Events and Index Adjustment Events | |||
| 26 | Consequences of Market Disruption Events: | As set out in Base Condition 5.4. | |
| 27 | Index Adjustment Events: | As set out in Base Condition 5.1. | |
| Provisions relating to Additional Disruption Events | |||
| 28 | Issuer Tax Event: | Applicable | |
| 29 | Change in Law: | Applicable | |
| 30 | Hedging Disruption: | Applicable | |
| 31 | Increased Cost of Hedging: | Applicable | |
| 32 | Additional Disruption Event(s): | Not Applicable. | |
| 33 | Additional terms and conditions relating to the Securities: |
Not Applicable |
Definitions
| 34 | Business Day Convention: | Following Business Day Convention |
|---|---|---|
| 35 | Additional Business Centre(s): | New York |
| Selling restrictions and provisions relating to certification | ||
| 36 | Non-US Selling Restrictions: | As described in the iPath® S&P 500 VIX Base Prospectus. |
| 37 | Applicable TEFRA exemption: | Not Applicable |
| General | ||
| 38 | Relevant Clearing Systems: | Euroclear |
| Clearstream, Luxembourg | ||
| Clearstream, Frankfurt | ||
| Application may be made to have CDIs representing the Securities cleared through CREST. |
||
| 39 | If syndicated, names and addresses of Managers and underwriting commitments: |
Not Applicable |
| 40 | Relevant securities codes: | ISIN: DE000BC1C7R4 |
| Common Code: 047258391 | ||
| WKN: BC1C7R | ||
| Frankfurt Stock Exchange Code: VXIM | ||
| SEDOL: B4XNGF0 | ||
| OPOL: XLON | ||
| 41 | Additional Series Specific Risk Factors: | Not Applicable |
Part B Other Information
1 LISTING AND ADMISSION TO TRADING
- (i) Listing: Frankfurt
(ii) Admission to trading: Application is expected to be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on Frankfurt Stock Exchange's Regulated Market on or around the Issue Date. The Regulated Market of the Frankfurt Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC.
Application may be made for the Securities to be admitted to trading on the London Stock Exchange.
- (iii) Estimate of total expenses related to admission to trading: EUR 1,100
- (iv) Name and address of the Market Makers that are to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment:
Susquehanna International Securities Limited 4th Floor, Georges Dock House, IFSC, Dublin 1, Ireland
The Issuer and the Market Maker have entered into a market maker agreement pursuant to which the Marker Maker is appointed as market maker on the Relevant Stock Exchanges to provide, inter alia quotations on the Relevant Stock Exchanges in accordance with applicable laws and regulations and will be required to enter 2 way prices within the applicable maximum spread during trading hours of the Relevant Stock Exchanges.
2 NOTIFICATION
The Financial Services Authority of the United Kingdom has provided the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) with a certificate of approval attesting that the iPath® S&P 500 VIX Base Prospectus has been drawn up in accordance with the Prospectus Directive.
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Not Applicable.
- 4 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
- (i) Reasons for the offer: General funding as set out in the "Use of
at an Issue Price of USD100. (iii) Estimated total expenses: EUR 1,100 5 OPERATIONAL INFORMATION Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (together with their addresses) and the relevant identification number(s): Clearstream, Frankfurt Application may be made to have CDIs representing the Securities cleared through CREST. Delivery: Delivery free of payment 6 OFFER INFORMATION (i) Offer Price: With respect to Securities issued on the Issue Date, the Issue Price, and thereafter to be determined on the basis of the prevailing market conditions on or around the Price Determination Date as may be notified by the relevant Market Maker. (ii) Price Determination Date: As specified in the relevant Tranche Issue Notice. (iii) Total Amount of the Offer. If the amount is not fixed, description of arrangements and time for announcing to the public the definitive amount of the Offer: To be determined on the basis of demand for the Securities and prevailing market conditions and published in accordance with Article 8 of the Prospectus Directive. (iv) Conditions to which the offer is subject: Not Applicable (v) Time Period during which the offer will be open: From and including the Issue Date to but excluding 9 December 2010. (vi) Description of the application process: Purchases from the relevant Market Makers can be made by submitting to the relevant Market Maker a form provided by the relevant Market Maker, or otherwise as instructed by the relevant Market Maker (vii) Details of the minimum and/or maximum amount of application: Not Applicable (viii) Description of possibility to reduce subscriptions and manner for refunding Not Applicable
(ii) Estimated net proceeds: Up to USD 200,000,000 based on the
Proceeds" section in the Base Prospectus.
assumption that 2,000,000 Securities are issued
(ix) Details of method and time limits for paying up and delivering the Securities: Not Applicable Payments for the Securities shall be made to the
relevant Market Maker on such date as the
excess amount paid by applicants:
relevant Market Maker may specify as instructed by the relevant Market Maker
The Securities will be expected to be delivered to the purchasers' respective accounts on or around the date as notified by the relevant Market Maker
Directive after the end of the Offer Period
- (x) Manner in and date on which results of the offer are to be made public: The results of the offer will be published in accordance with Article 8 of the Prospectus
- (xi) Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:
- (xii) Categories of prospective Investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:
- (xiii) Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
- (xiv) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
- (xv) Name(s) and address(es), to the extent known to the Issuer, of the placers ("Distributors") in the various countries where the offer takes place:
Not Applicable
Not Applicable
Applicants will be notified by the relevant Market Maker of the success of their application. Dealings in the Securities may begin before such notification is made
Not Applicable
Not Applicable
(xvi) Market-Maker: Susquehanna International Securities Limited 4th Floor, Georges Dock House, IFSC, Dublin 1, Ireland
(xvii)Market Making Agreement with the Issuer: Yes
(xviii) Liability for the offer: Any offers made by a Market Maker will be made in its own name and not as an agent of the Issuer and only the relevant Market Maker will be liable for the relevant offer. The Issuer does not accept any liability for the offer or sale by the relevant Market Maker of Securities