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Barclays PLC — Capital/Financing Update 2010
Sep 1, 2010
5250_rns_2010-09-01_c8570075-c259-4165-b91d-31a3dbff97e5.pdf
Capital/Financing Update
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Final Terms
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
BARCLAYS CAPITAL (CAYMAN) LIMITED
(Incorporated with limited liability in the Cayman Islands)
GLOBAL STRUCTURED SECURITIES PROGRAMME
for the issue of Securities
BARCLAYS BANK PLC
GBP3,000,000 Commodity Index Linked Notes due November 2016 (the "Notes")
under the Global Structured Securities Programme
Series G20109CKP40B
The Offer Period shall be from and including the Issue Date to and including 29 October 2010.
Issue Price: 100% of par
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 Global Structured Securities Programme established by Barclays Bank PLC (the "Bank") and Barclays Capital (Cayman) Limited ("BCCL") and is supplemental to and should be read in conjunction with the Base Prospectus dated 6 August 2010, as supplemented and amended from time to time, which constitutes a base prospectus (the "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 Base Prospectus. The Base Prospectus is 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 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 Base Prospectus for a discussion of certain matters that should be considered when making a decision to invest in the Securities.
Barclays Capital
Final Terms dated 1 September 2010
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 Base Prospectus. In particular, the Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended, and are subject to US tax law requirements. Trading in the Securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act of 1936, as amended. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to US persons, nor may any US persons at any time trade or maintain a position in such Securities.
Commodity Index Disclaimer
The S&P Marks are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Barclays in connection with this Transaction.
This Transaction ("the Product") is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). Standard & Poor's does not make any representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P Indices to track general stock market performance. S&P's only relationship to Barclays (the "the Licensee") is the licensing of certain trademarks and trade names of S&P and of the S&P Indices, which indices are determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P Indices. S&P is not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Product to be issued or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY EITHER PARTY OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
* The S&P GSCI Excess Return is not owned, endorsed, or approved by or associated with Goldman Sachs & Co. or its affiliated companies.
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 Base Prospectus dated 6 August 2010.
| Parties | |
|---|---|
| Issuer: | Barclays Bank PLC |
| Guarantor: | N/A |
| $Manager[s]$ : | Barclays Bank PLC |
| Determination Agent: | Barclays Bank PLC |
| Issue and Paying Agent: | The Bank of New York Mellon |
| Stabilising Manager: | N/A |
| Registrar: | N/A |
| CREST Agent: | N/A |
| Paying Agents: | N/A |
| Transfer Agent: | N/A |
| Exchange Agent: | N/A |
| Additional Agents: | N/A |
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND THE SECURITIES COMPRISE BEARER SECURITIES THAT ARE SUBJECT TO US TAX LAW REQUIREMENTS. 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 BASE PROSPECTUS, SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Provisions relating to the Securities
| $\mathbf{1}$ | (i) | Series: | G20109CKP40B |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| $\overline{2}$ | Currency: | Pound Sterling ("GBP") | |
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
GBP3,000,000 | |
| (ii) | Specified Denomination: | GBP1.00 | |
| (iii) | Calculation Amount per Security as at the Issue Date: |
Specified Denomination | |
| 4 | Certificates: | N/A | |
| 5 | Form: | ||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
Global Bearer Securities: Temporary Global Security, exchangeable for Permanent Global Security |
|
| (ii) | NGN Form: | N/A | |
| (iii) | Held under the NSS: | N/A | |
| (iv) | CGN Form: | Applicable | |
| (v) | CDIs: | N/A | |
| 6 | Trade Date: | 9 August 2010 | |
| 7 | Issue Date: | 1 September 2010 | |
| 8 | Redemption Date: | 21 November 2016 | |
| 9 | Issue Price: | 100 per cent. of the Aggregate Nominal Amount |
|
| 10 | Relevant Stock Exchange[s]: | London Stock Exchange | |
| 11 | The following Relevant Annex(es) shall apply to the Securities (specify each applicable Relevant Annex): |
Commodity Linked Annex | |
| Provisions relating to interest (if any) payable on the Securities | |||
| 12 | Interest: | N/A | |
| 13 | Interest Amount: | N/A | |
| 14 | Interest Rate[s]: | N/A | |
| 15 | Screen Rate Determination: | N/A |
| 16 | ISDA Determination: | N/A |
|---|---|---|
| 17 | Margin: | N/A |
| 18 | Minimum/Maximum Interest Rate: | N/A |
| 19 | Interest Commencement Date: | N/A |
| 20 | Interest Determination Date: | N/A |
| 21 | Interest Calculation Periods: | N/A |
| 22 | Interest Payment Dates: | N/A |
| 23 | Day Count Fraction: | N/A |
| 24 | Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base Conditions: |
N/A |
| Provisions relating to Redemption |
| 25 | Settlement Method: | (i) For the purpose of Condition 5.1 of the Base Conditions: |
|
|---|---|---|---|
| Cash Settlement | |||
| (ii) For the purpose of Condition 5.3 of the Base Conditions: |
|||
| Cash Settlement | |||
| 26 | Settlement Currency: | GBP | |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
|
| 28 | Terms relating to Cash Settled Securities: | ||
| (i) | Final Cash Settlement Amount: | On the Redemption Date, each Note will be redeemed by the Issuer at its Final Cash Settlement Amount as determined by the Determination Agent in accordance with the following: |
$$
\text{Calculation Amount x} \left{ 100\% + \text{min} \left( 42\%, \text{max} \left( \frac{\textit{SPGSCI}{\textit{Final}}}{\textit{SPGSCI}{\textit{Initial}}} - 1, L1 \right) \right) \right}
$$
Where: "L1 or the "Lock In" means the following:
(i) If $\frac{SPGSCI_{\text{Year3}}}{SPGSCI_{\text{Initial}}} \ge 121\%$ , then L1 equal to: 21%;
(ii) otherwise, L1 will equal: 0%
"SPGSCInitial" means, the Commodity Reference Price for the Commodity Index on the Strike Date;
"SPGSCIFinal" means, the unweighted arithmetic average of the Commodity Reference Price for the Commodity Index on each Observation Date;
"SPGSCIYear3" means, the Commodity Reference Price for the Commodity Index on the 12 November 2013.
"Observation Period" means the period from and including 12 May 2016 up and including the Final Valuation Date.
"Observation Date(s)" means the 12th calendar day of each month during the Observation Period.
"Strike Date" mean 12 November 2010 (a "Valuation Date").
"Relevant Commodity Price" means SPGS Lt Engy ER meaning that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI Light Energy Index (CPW 4) Excess Return, stated in U.S.Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSLEP" that displays prices effective that Pricing Date.
"Final Valuation Date" means 14 November 2016
As defined in Condition 24 of the Base Conditions
As defined in Condition 24 of the Base Conditions
$N/A$
| 29 | Terms relating to Physically Delivered | |
|---|---|---|
| Securities: |
Early Cash Settlement Amount:
Early Cash Redemption Date:
$(ii)$
$(iii)$
| 30 | Nominal Call Event: | Applicable | |||
|---|---|---|---|---|---|
| (i) | Nominal Call Threshold Amount: | As defined in Condition 24 of the Base Conditions |
|||
| (ii) | Nominal Call Threshold Percentage: | As defined in Condition 24 of the Base Conditions |
|||
| (iii) | Cash Settled Securities: | As defined in Condition 24 of the Base Conditions |
|||
| (a) | Optional Cash Settlement Amount: |
As defined in Condition 24 of the Base Conditions |
|||
| (b) | Optional Cash Redemption Date |
As defined in Condition 24 of the Base Conditions |
|||
| (iv) | Physically Delivered Securities: | N/A | |||
| (v) | Issuer Notice Period: | As per Condition 5.3 of the Base Conditions | |||
| 31 | Call Option: | N/A | |||
| 32 | Put Option: | N/A | |||
| 33 | Specified Early Redemption Event: | N/A | |||
| 34 | Requirements: | Maximum and Minimum Redemption | N/A | ||
| 35 | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: |
N/A | |||
| 36 | Share Linked Securities: | N/A | |||
| 37 | Index Linked Securities (Equity indices only): | N/A | |||
| 38 | Inflation Linked Securities: | N/A | |||
| 39 | FX Linked Securities: | N/A | |||
| 40 | Credit Linked Securities: | N/A | |||
| 41 | Commodity Linked Securities: | Applicable | |||
| (i) | Relevant Commodity, Commodity Index, Basket of Commodities/Commodity Indices (including weighting of commodities/commodity indices) (each a "Reference Asset"): |
S&P GSCI Light Energy Excess Return | |||
| (ii) | Commodity Reference Price: | For any Pricing Date, the price of the |
Commodity Index, determined with respect to that day for the specified Commodity Reference Price.
| (iii) | Price Source(s): | [Reuters Screen page ".SPGSLEP"] | |
|---|---|---|---|
| (iv) | Exchange(s): | N/A | |
| (v) Specified Price: (vi) Delivery Date: (vii) Pricing Date: |
Official settlement price | ||
| N/A | |||
| The Strike Date, each Observation Date, 12 November 2013 and the Final Valuation Date each subject to adjustment in accordance with the Commodity Business Day Convention. |
|||
| Common Pricing: | Inapplicable | ||
| (include only if Basket of Commodities/Commodity Indices) |
|||
| (viii) | Commodity Market Disruption Events: |
As per the Commodity Linked Annex | |
| Disruption Fallback(s): | As per the Commodity Linked Annex | ||
| Fallback Reference Price: | N/A | ||
| Additional provisions for Trading Disruption: |
N/A | ||
| (ix) | Adjustments to Commodity Index: | N/A | |
| (x) | Commodity Business Day Convention: |
Following | |
| (xi) | US Commodities Restrictions: | N/A | |
| 42 | Proprietary Index Linked Securities: | N/A | |
| 43 | Bond Linked Securities: | N/A | |
| 44 | Mutual Fund Linked Securities: | N/A | |
| Provisions relating to Settlement | |||
| 45 | Minimum Settlement Amount: | N/A | |
| 46 | Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
N/A | |
| 47 | Additional provisions relating to Taxes and Settlement Expenses: |
N/A |
Definitions
| 48 | Business Day: | As defined in Condition 24 of the Base Conditions |
|---|---|---|
| 49 | Additional Business Centre(s): | N/A |
| Selling restrictions and provisions relating to certification | ||
| 50 | Non-US Selling Restrictions: | Applicable as set out in the Base Prospectus. |
| 51 | Applicable TEFRA exemption: | TEFRA D: D Rules Applicable |
| General | ||
| 52 | Business Day Convention: | Following |
| 53 | Relevant Clearing System[s]: | Euroclear |
| Clearstream | ||
| 54 | If syndicated, names [and addresses] of Managers [and underwriting commitments]: |
N/A |
| 55 | Details relating to Partly Paid Securities: | N/A |
| 56 | Relevant securities codes: | ISIN: XS0533967393 |
| Common Code: 053396739 | ||
| 57 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A |
| 58 | Additional Conditions and/or modification to the Conditions of the Securities: |
N/A |
Part B Other Information
$\mathbf{1}$ LISTING AND ADMISSION TO TRADING
| (i) | Listing | London |
|---|---|---|
| (ii) | Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the London Stock Exchange's Regulated Market with effect from on or about the Issue Date. |
RATINGS $2^{\circ}$
Ratings:
The Securities have not been individually rated.
NOTIFICATION $31$
$N/A$
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{4}$
"Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer."
$N/A$
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 5
- Reasons for the offer: General funding $(i)$
- 6 FIXED RATE SECURITIES ONLY - YIELD
Indication of yield:
$\overline{7}$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES
$N/A$
8 PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING
$N/A$
9 PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
$N/A$
10 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 $number(s)$ :
Delivery:
Names and addresses of additional Paying Agents(s) (if any) [and APK Issue and Paying Agent / VP Issuing Agent/ [ENL Issuing Agent] / Swedish Issue and Paying Agent / VPS Issue and Paying Agent / Spanish Securities Issue and Paying Agent]:
Intended to be held in a manner which would allow Eurosystem eligibility:
11 OFFER INFORMATION
As specified below
$12.$ TERMS AND CONDITIONS OF THE OFFER
Non-exempt public offer provisions:
Applicable.
An offer of the Notes may be made by the Issuer and by means of a placement network composed of one or more parties appointed by Woolwich Plan Managers Limited (each a "Financial Intermediary" and, together with the Issuer, the "Financial Intermediaries") other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom only (the "Public Offer Jurisdiction") during the period from and including the Issue Date of the Notes until 29 October 2010 (the "Offer Period"). See further details below.
The Issue Price includes a commission element shared with a third party, which will be no more than 6% of the Issue Price. The commission element is not refundable in the event of early redemption or sale on the secondary market. Further details of the commission element are available upon request.
Delivery free of payment
$N/A$
$N/A$
$No$
| Offer Price: | Issue Price of the Notes. |
|---|---|
| Conditions to which the offer is subject: | The Issuer reserves the right to withdraw the offer for Notes at any time on or prior to the end of the Offer Period. |
| For the avoidance of doubt, if any application has been made by the potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Notes and any applications will be automatically cancelled and any purchase money will be refunded to the applicant. |
|
| Description of the application process: | Applications for the Notes can be made in the Public Offer Jurisdiction through the relevant Financial Intermediary in the Public Offer Jurisdiction during the Offer Period. The Notes will be placed into the Public Offer Jurisdiction by the Financial Intermediaries. Distribution will be in with Financial accordance the relevant Intermediary's usual procedures, notified to investors by the relevant Financial Intermediary. |
| Details of the minimum and/or maximum amount of application: |
The minimum and maximum amount of application from each Financial Intermediary will be notified to investors by the relevant Financial Intermediary. |
| Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: |
Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with no entitlement for compensation. |
| Details of the method and time limits for paying up and delivering the Notes: |
Investors will be notified by the relevant Financial Intermediary of their allocations of Notes and the settlement arrangements in respect thereof. |
| Manner in and date on which results of the offer are to be made public: |
Not Applicable |
| Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: |
Not Applicable |
| Categories of potential investors to which the Notes are offered and whether tranche(s) have been |
Offers may be made by each Financial Intermediary in the Public Offer Jurisdiction to any person. |
reserved for certain countries:
Offers (if any) in other EEA countries will only be made by a Financial Intermediary pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus. For the avoidance of doubt, no action has been made or will be taken that would permit a public offering of the Notes or possession or distribution of any offering material in relation to the Notes in any jurisdiction (other than the Public Offer Jurisdiction) where action for that purpose is required.
Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Name(s) and address(es), to the extent known to the Bank, of the placers in the various countries where the offer takes place:
Each investor will be notified by the relevant Financial Intermediary of its allocation of Notes at the time of such investor's application.
No dealings in the Notes may take place prior to the Issue Date of Tranche 1 of the Notes.
Not Applicable Woolwich Plan Managers Limited 1 Churchill Place London E14 5HP
United Kingdom