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Barclays PLC — Capital/Financing Update 2010
Oct 27, 2010
5250_rns_2010-10-27_08377630-70d0-497b-95ac-5ede02b9c8bd.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
GBP 1,000,000 Index Linked Notes due December 2016
Series: G2010BKGA25E
under the Global Structured Securities Programme
The Offer Period shall be from and including 27 October 2010 to and including 13 December 2010
Issue Price: 100 per cent. of par
This document constitutes the final terms of the Notes (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 27 October 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.
Index disclaimer:
Index $1:$
The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE 100 (for the purposes of this Index 1 disclaimer, the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein.
"FTSE®", "FT-SE®" and "Footsie®" are trade marks of the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under licence. "All-World", "All-Share" and "All-Small" are trade marks of FTSE International Limited.
Index $2$ :
STOXX and its licensors (the "Licensors") have no relationship to Barclays Bank PLC ("Barclays"), other than the licensing of the Eurostoxx 50 Index® and the related trademarks for use in connection with the Securities.
STOXX and its Licensors do not:
- Sponsor, endorse, sell or promote the Securities.
- Recommend that any person invest in the Securities or any other securities.
- Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities.
- Have any responsibility or liability for the administration, management or marketing of the Securities.
- Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the Eurostoxx 50® or have any obligation to do so.
STOXX and its Licensors will not have any liability in connection with the Securities. Specifically,
- The STOXX and its Licensors do not make any warranty, express or implied and disclaim any $\bullet$ and all warranty about:
- results to be obtained by the Securities, the owner of the Securities or any other person in connection with the use of Eurostoxx 50 Index® and the data included in the Eurostoxx 50 Index $\mathbb{R}$ :
- The accuracy or completeness of the Eurostoxx 50 Index®] and its data;
- $\bullet$ The merchantability and the fitness for a particular purpose or use of the Eurostoxx 50 Index® and its data;
- STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Eurostoxx 50 Index® or its data;
- Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.
- The licensing agreement between the lissuer and STOXX is solely for their benefit and not for the benefit of the owners of the Securities or any other third parties.
Important Notice:
Prospective purchasers of the Securities should also be aware that the Issuer is expected to release their third quarter unaudited Interim Management Statement on or around November 2010.
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: | The Bank of New York Mellon (Luxembourg) S.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
| 1 | Series: | G2010BKGA25E | |||
|---|---|---|---|---|---|
| 2 | Currency: | Pounds Sterling ("GBP") | |||
| 3 | Notes: | Applicable | |||
| (i) Aggregate Nominal Amount as at the Issue Date: |
GBP 1,000,000 | ||||
| (ii) | Specified Denomination: | GBP 1.00 | |||
| (iii) | Calculation Amount: | Specified Denomination | |||
| 4 | Certificates: | N/A | |||
| 5 | Form: | ||||
| (i) | Global/Definitive/Uncertificated and | Global Bearer Securities: | |||
| dematerialised: | Temporary Global Note, exchangeable for a Permanent Global Note |
||||
| (ii) | NGN Form: | N/A | |||
| (iii) | Held under the NSS: | N/A | |||
| (iv) | CGN Form: | Applicable | |||
| (v) | CDI s : | N/A | |||
| 6 | Trade Date: | 18 October 2010 | |||
| 7 | Issue Date: | 20 December 2010 | |||
| 8 | Redemption Date: | 6 Business Days following the Final Valuation Date, scheduled to be 21 December 2016 |
|||
| 9 | Issue Price: | 100.00 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): |
Equity Linked Annex |
Provisions relating to interest (if any) payable on the Securities
| 12 | Interest: | Applicable | ||
|---|---|---|---|---|
| 13 | Interest Amount: | (A) If, on Observation Date (j), the Index Level of each Index (i) is greater than 75% of their respective Initial Index Level, then the Issuer pay an Interest Amount on the shall corresponding Interest Payment Date (i) in respect of each Security calculated as follows: |
||
| Calculation Amount x 9.5% | ||||
| (B) Otherwise, no Interest Amount shall be |
payable on the applicable Interest Payment Date $(j)$ .
Where:
"Initial Index Level" means, in respect of each Index (i), the Index Level on the Strike Date.
"Observation Date (j)" means each date as set out in Schedule 1 under the heading "Observation Date" (where "j" represents each date from 1 to 6).
"Strike Date" means 13 December 2010.
| 14 | Interest Rate: | 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: | Each Interes |
st Payment Date (j), as set out in Schedule 1 under the heading "Interest Payment Date" (where "j" represents each date from $1$ to $6$ )
$N/A$
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:
Provisions relating to Redemption
23 Day Count Fraction:
| 25 | Settlement Method: | (i) For the purposes of Condition 5.1 of the Base Conditions: |
||
|---|---|---|---|---|
| Cash Settlement | ||||
| (ii) For the purposes of Condition 5.5 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:
- Final Cash Settlement Amount: $(i)$
(A) If, in respect of each Index (i), the Lowest Index Level is greater than 50% of Initial Index Level, then the Final Cash Settlement Amount shall be calculated respect of each Security in accordance with the following:
Calculation Amount x 100%
(B) If, in respect of each Index (i), the Lowest Index Level is equal to or less than 50% of Initial Index Level, AND EITHER:
(x) FfWorst is equal to or greater than Fiworst x 100%, then the Final Cash Settlement Amount shall be calculated respect of each Security in accordance with the following:
Calculation Amount x 100.00%
(y) Ffworst is less than Fiworst x 100%, then then the Final Cash Settlement Amount shall be calculated respect of each Security in accordance with the following:
Calculation Amount x (Ffworst/Fiworst)
Where:
"Ffworst" means the Final Index Level of the Worst Performing Index.
"Final Index Level" means, in respect of each Index (i), the Index Level on the Final Valuation Date.
"Fiworst" means the Initial Index Level of the Worst Performing Index.
"Lowest Index Level" means, in respect of each Index (i), the lowest Index Level as observed during the period from but excluding the Strike Date to and including the Final Valuation Date.
"Performance" means, in respect of each Index (i), a value calculated in accordance with the following:
Final Index Level / Initial Index Level
"Worst Performing Index" means, in respect
| of each Index (i), the Index (i) with the lowest calculated Performance. |
||||||
|---|---|---|---|---|---|---|
| (ii) Early Cash Settlement Amount: |
As defined in Condition 24 of the Base Prospectus |
|||||
| (iii) | Early Cash Redemption Date: | As defined in Condition 24 of the Base Prospectus |
||||
| 29 | Securities: | Terms relating to Physically Delivered | N/A | |||
| 30 | Nominal Call Event: | N/A | ||||
| 31 | Call Option: | N/A | ||||
| 32 | Put Option: | N/A | ||||
| 33 | Specified Early Redemption Event: | Applicable | ||||
| A Specified Early Redemption Event shall be deemed to have occurred if, on any Observation Date (j) (other than the Final Valuation Date), Index Level of each Index (i), is greater than 100% of their respective Initial Index Level. |
||||||
| (i) | Automatic Early Redemption: | Applicable | ||||
| (ii) | Cash Settled Securities: | |||||
| (a) | Specified Early Cash Settlement Amount: |
Each Specified Early Cash Settlement Amount as set out in Schedule 1 under the heading "Specifed Early Cash Settlement Amount" |
||||
| (b) | Specified Early Cash Redemption Date(s): |
Each Specified Early Cash Redemption Date as set out in Schedule 1 under the heading "Specifed Early Cash Redemption Date" |
||||
| (iii) | Physically Delivered Securities: | N/A | ||||
| (iv) | Period: | Specified Early Redemption Notice | No less than 5 Business Days prior to the relevant Specified Early Cash Redemption Date, save that failure by the Issuer to notify the Securityholders of the occurrence of a Specified Early Redemption Event shall not prejudice or invalidate the occurrence or effect of such event |
|||
| 34 | Maximum and Minimum Redemption | N/A | ||||
| 35 | Requirements: 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): | Applicable | |||
| (i) | Index/Indices (each a "Reference Asset"): |
(A) The FTSE 100 Index ("Index 1"), as calculated and sponsored by FTSE International Limited (for the purposes of Index 1, the "Index Sponsor") (Bloomberg ticker: UKX ); |
|||
| (B) The EuroStoxx50 Index ("Index 2"), as calculated and sponsored by STOXX and its Licensor (for the purposes of Index 2, the "Index Sponsor") (Bloomberg ticker: SX5E ) |
|||||
| (each Index 1 and Index 2, an "Index (i)") | |||||
| (ii) | Future Price Valuation: | N/A | |||
| (iii) | Exchange-traded Contract: | N/A | |||
| (ii) | $Exchange[s]$ : | (A) In respect of Index 1, London Stock Exchange; and |
|||
| (B) In respect of Index 2, a Multi-exchange Index |
|||||
| (iii) | Related Exchange[s]: | In respect of each Index, All Exchanges | |||
| (iv) | Exchange Rate: | N/A | |||
| (v) | Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A | |||
| (vi) | Index Level of each Reference Asset: | In respect of Index (i), the level of each Index at the Valuation Time on a Scheduled Trading Day (the "Index Level") |
|||
| (vii) | Valuation Date: | The Strike Date, each Observation Date (j) and 14 December 2016 (the "Final Valuation Date") |
|||
| (viii) | Valuation Time: | As defined in the Equity Linked Annex | |||
| (ix) | Averaging: | N/A | |||
| (x) | Additional Disruption Event in respect of Index Linked Securities |
N/A | |||
| (xi) | FX Disruption Event: | N/A | |||
| (xii) | Other adjustments: | N/A | |||
| 38 | Inflation Linked Securities: | N/A | |||
| 39 | FX Linked Securities: | N/A |
| 40 | Credit Linked Securities: | N/A |
|---|---|---|
| 41 | Commodity Linked Securities: | 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 APK Registered 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): | TARGET |
| Selling restrictions and provisions relating to certification | ||
| 50 | Non-US Selling Restrictions: | Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Securities are to be sold as set out in the Base Prospectus. |
| 51 | Applicable TEFRA exemption: | TEFRA D: D Rules Applicable |
| General | ||
| 52 | Business Day Convention: | Modified Following |
| 53 | Relevant Clearing Systems: | Euroclear |
| Clearstream | ||
| 54 | If syndicated, names of Managers: | N/A |
| 55 | Details relating to Partly Paid Securities: | N/A |
| 56 | Relevant securities codes: | ISIN: XS0552503087 |
| Common Code: 055250308 | ||
| 57 | Modifications to the Master Subscription Agreement and/or Master Agency Agreement: |
N/A |
Part B Other Information
LISTING AND ADMISSION TO TRADING $\mathbf{1}$
- $(i)$ Listing London $(ii)$ Admission to trading: Application had 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 on or around the Issue Date Estimate of total expenses related GBP 350 $(iii)$ to admission to trading:
- RATINGS $\overline{2}$
Ratings:
The Securities have not been individually rated.
3 NOTIFICATION
$N/A$
$\overline{4}$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
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."
5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
- Reasons for the offer: $(i)$ General funding
- $(ii)$ GBP 1,000,000 Estimated net proceeds:
- $(iii)$ Estimated total expenses: $N/A$
FIXED RATE SECURITIES ONLY - YIELD 6
$N/A$ Indication of yield:
FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES $\overline{7}$
$N/A$
PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT 8 ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING
Information relating to the Index including its past and future performance and volatility, may be obtained (i) in respect of Index 1, from Bloomberg screen page: UKX ; and (ii) in respect of Index 2, from Bloomberg screen page: SX5E .
Investors should note that historical performance should not be taken as an indication of future performance.
The table below shows the possible returns for different scenarios, based on an investment of £10,000. The below figures are examples only and that changes in the Index Level have been chosen to demonstrate the potential returns to an investor.
| Year | Index Level of both indices $\geq 75%$ after "x" number of years? |
Index Level of Index 1 $\geq 100\%$ after "x" number of years? |
Index Level of Index 2 $\geq 100\%$ after "x" number of years? |
Has Barrier Event Occurred? |
Ffworst/ Fiworst |
Interest Payment based on £10,000 invested |
Specified Early Redemption of £10,000 invested? |
Final return based on £10,000 invested if no Specified Early Redemption Event |
|---|---|---|---|---|---|---|---|---|
| $\mathbf{1}$ | Yes | Yes | N o | N/A | N/A | £950 | N o | N/A |
| $\mathbf{1}$ | N o | N o | N o | N/A | N/A | £0 | N o | N/A |
| $\mathbf{1}$ | Yes | Yes | Yes | N/A | N/A | £950 | Yes | N/A |
| $\overline{2}$ | Yes | Yes | N o | N/A | N/A | £950 | N o | N/A |
| $\overline{2}$ | No | N o | No | N/A | N/A | £0 | N o | N/A |
| $\overline{2}$ | Yes | Yes | Yes | N/A | N/A | £950 | Yes | N/A |
| 3 | Yes | Yes | N o | N/A | N/A | £950 | N o | N/A |
| 3 | N o | N o | No | N/A | N/A | £0 | N o | N/A |
| 3 | Yes | Yes | Yes | N/A | N/A | £950 | Yes | N/A |
| $\overline{4}$ | Yes | Yes | N o | N/A | N/A | £950 | N o | N/A |
| $\overline{4}$ | N o | N o | N o | N/A | N/A | £0 | N o | N/A |
| $\overline{4}$ | Yes | Yes | Yes | N/A | N/A | £950 | Yes | N/A |
| 5 | Yes | Yes | No | N/A | N/A | £950 | No | N/A |
| 5 | N o | No | N o | N/A | N/A | £0 | N o | N/A |
| 5 | Yes | Yes | Yes | N/A | N/A | £950 | Yes | N/A |
| $\sqrt{6}$ | Yes | Yes | Yes | Yes | N/A | £950 | N/A | £10,000 |
| 6 | N 0 | N o | No. | Yes | 95% | £0 | N/A | £9 500 |
|---|---|---|---|---|---|---|---|---|
| 6 | N o | N o | No. | Yes | 90% | £0 | N/A | £9 000 |
| 6 | N o | N o | N o | N o | 80% | £0 | N/A | £10 000 |
| 6 | N o | N o | N o | No. | 70% | £0 | N/A | £10 000 |
| 6 | N 0 | N o | No. | N 0 | 60% | £0 | N/A | £10 000 |
| 6 | N 0 | N 0 | No. | N/A | 50% | £0 | N/A | £5 000 |
| 6 | N o | N o | No. | N/A | 40% | £0 | N/A | £4 000 |
| 6 | N o | N o | N o | N/A | 30% | £0 | N/A | £3 000 |
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 | N/A |
|---|---|
| Bank S.A./N.V. and Clearstream Banking | |
| Société Anonyme (together with their | |
| addresses) and the relevant identification | |
| $number(s)$ : | |
| Delivery: | Delivery free of payment |
| Names and addresses of additional Paying | N/A |
| Agents(s) (if any) | |
| Intended to be held in a manner which would | |
| allow Eurosystem eligibility: | No |
11 OFFER INFORMATION
| Offer Price: | Issue Price |
|---|---|
| The Issue Price includes a total commission and concession which may be payable to the relevant Financial Intermediary and which shall not exceed 5.8 per cent., further details of which are available upon request. |
|
| 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: | An offer of the Notes may be made by the Dealer, an affiliate of Barclays Bank PLC and by Merchant Capital Limited (each a "Financial Intermediary" and together, the "Financial Intermediaries") other than pursuant to Article $3(2)$ of the Prospectus Directive in the United Kingdom (the Public Offer Jurisdiction) during the period from and including 27 October 2010 to and including 13 December 2010 (the "Offer Period"). |
| 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 accordance with relevant the Financial notified Intermediary's usual procedures, to investors by the relevant Financial Intermediary during the Offer Period. |
Details of the minimum and/or maximum amount of application:
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Details of the method and time limits for paying up and delivering the Notes:
Manner in and date on which results of the offer N/A are to be made public:
Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:
Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries:
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.
The minimum and maximum amount of application from each Financial Intermediary will be notified to investors by the relevant Financial Intermediary.
Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with no entitlement for compensation.
Investors will be notified by the relevant Financial Intermediary of their allocations of Notes and the settlement arrangements in respect thereof.
$N/A$
Offers may be made by each Financial Intermediary in the Public Offer Jurisdiction to any person. 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.
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.
Merchant Capital Limited 7th Floor, Aldermary House 10-15 Queen Street London EC4N 1TX
$N/A$
Schedule 1
Observation Dates, Specified Early Cash Redemption Dates and Specified Early Cash Settlement Amounts
| Observation Date | Interest Payment Date | Specified Early Cash Redemption Date | Specified Early Cash Settlement Amount | |
|---|---|---|---|---|
| 13/12/2011 | 20/12/2011 | 20/12/2011 | Calculation Amount x 100% | |
| 2 | 13/12/2012 | 20/12/2012 | 20/12/2012 | Calculation Amount x 100% |
| 3 | 13/12/2013 | 20/12/2013 | 20/12/2013 | Calculation Amount x 100% |
| $\overline{4}$ | 15/12/2014 | 22/12/2014 | 22/12/2014 | Calculation Amount x 100% |
| 5 | 14/12/2015 | 21/12/2015 | 21/12/2015 | Calculation Amount x 100% |
| 6 | 14/12/2016 | 21/12/2016 | N/A | N/A |
| (the "Final Valuation Date") |