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Barclays PLC — Capital/Financing Update 2010
Nov 3, 2010
5250_rns_2010-11-03_63a370ae-cdb3-45c4-9374-b3915274032d.pdf
Capital/Financing Update
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THESE NOTES DO NOT CONSTITUTE COLLECTIVE INVESTMENT SCHEMES IN THE MEANING OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA"). ACCORDINGLY, HOLDERS OF THE NOTES DO NOT BENEFIT FROM PROTECTION UNDER THE CISA OR SUPERVISION BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY FINMA
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
USD 5,000,000 iShares MSCI Brazil Index Fund Equity Linked Notes due 5 November 2012
under the Global Structured Securities Programme
Series G2010BPHK48I
Issue Price: 100% 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 3 November 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.
iShares® Disclaimer:
iShares is a registered mark of BlackRock Institutional Trust Company, N.A. ("BTC"). BTC has licensed certain trademarks and trade names of BlackRock to Barclays Bank PLC. The Notes are not sponsored, endorsed, sold, or promoted by BTC or any of its affiliates (collectively "BlackRock"). BlackRock makes no representations or warranties to the owners of the Notes or any member of the public regarding the advisability of investing in the Notes. BlackRock has no obligation or liability in connection with the operation, marketing, trading or sale of the Notes.
Notice to Swiss Investors:
The Notes may not be publicly distributed in Switzerland. This Final Terms shall not be dispatched, copied to or otherwise made available to, and the Notes may not be offered for sale to any person in Switzerland, except to Qualified Investors as defined in article 10 of the Swiss Act on Collective Investment Schemes, i.e. to a) prudentially regulated financial intermediaries such as banks, securities dealers and fund management companies, b) regulated insurance institutions, c) public entities and retirement benefits institutions with professional treasury department, d) companies with professional treasury department, e) High-Net-Worth Individuals (as defined below) and f) investors who have concluded a written discretionary management agreement with a financial intermediary as defined under lit. a) or with an independent asset manager that complies with the requirements pursuant to Art. 6 para 2 of the Collective Investment Schemes Ordinance ("CISO") High-Net-Worth Individual is a private individual who confirms in writing at the time of the investment to own a minimum of CHF 2 million of financial investments, whether directly or indirectly.
This document is neither a prospectus according to Art 652a or Art 1156 of the Swiss Code of Obligations nor a simplified prospectus according to Art 5 of the Swiss Act on Collective Investment Schemes ("CISA").
The Notes do not constitute an investment in a collective investment scheme and are not subject to the CISA nor to the supervision of the Swiss Financial Market Supervisory Authority FINMA.
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 SUBIECT TO US TAX LAW REOUIREMENTS. SUBIECT 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 SUBIECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(i) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Swiss Federal Act: The Securities do not constitute collective investment schemes within the meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). Accordingly, holders of the Securities do not benefit from protection under the CISA or supervision by the Swiss Federal Banking Commission.
Provisions relating to the Securities
| $\mathbf{1}$ | (i) | Series: | G2010BPHK48J | ||
|---|---|---|---|---|---|
| (ii) | Tranche: | 1 | |||
| 2 | Currency: | United States dollars ("USD") | |||
| 3 | Notes: | ||||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
USD 5,000,000 | |||
| (ii) | Specified Denomination: | USD 1,000 | |||
| (iii) | Calculation Amount per Security as at the Issue Date: |
Specified Denomination | |||
| 4 | Certificates: | N/A | |||
| 5 | Form: | ||||
| (i) | Global/Definitive/Uncertificated and | Global Bearer Securities: | |||
| dematerialised: | 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: | 20 October 2010 | |||
| 7 | Issue Date: | 3 November 2010 | |||
| 8 | Redemption Date: | 5 November 2012 | |||
| 9 | Issue Price: Amount |
100 per cent. of the Aggregate Nominal | |||
| 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: | As per conditions 4 and 24 of the Base |
$14$ Interest Rate[s]:
- $(i)$ Fixed Rate:
- $(ii)$ Floating Rate:
- $(iii)$ Variable Rate:
Conditions
$N/A$
$N/A$
The Interest Rate in respect of each Interest Payment Date for each Observation Period is calculated as follows:
Calculation Amount x 4.60% x n/N
Where:
"n" means the number of Business Days from and including the Period Start Date(i) to and including the Period End Date(i) (both dates are as set out in the Schedule), where the Share Price is greater than or equal to the Barrier.
"N" means the total number of Business Days from and including the Period Start Date(i) to and including the Period End $Date_{(i)}$
"Barrier" means 60 per cent of the Initial Price.
"Share Price" means the price of the Share at the Valuation Time on a Scheduled Trading Day.
"Initial Price" means the Share Price at the Valuation Time on the Strike Date.
"Strike Date" means 20 October 2010
"Observation Period" means each period as set out in Schedule 1.
| (iv) | Zero Coupon: | N/A | |
|---|---|---|---|
| (v) | Bond Linked Securities – Fixed Coupon: |
N/A | |
| (vi) | Bond Linked Securities - Pass Through Interest: |
N/A | |
| 15 | Screen Rate Determination: | N/A | |
| 16 | ISDA Determination: | N/A | |
| 17 | Margin: |
| 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 Interest Payment Date as set out in the Schedule. |
| 23 | Day Count Fraction: | Actual/Actual |
| 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 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:
- 27 Settlement Number:
- 28 Terms relating to Cash Settled Securities:
- Final Cash Settlement Amount: $(i)$
USD
As defined in Condition 24 of the Base Conditions
(i) If on the Valuation Date, Final Price is equal to or greater than the Barrier, the Issuer shall pay to each Note Holder in respect of each Note an amount determined as follows:
Calculation Amount x 100%
(ii) If on the Valuation Date, Final Price is less than the Barrier, the Issuer shall pay to each Note Holder in respect of each Note an amount determined as follows: Calculation Amount x (Final Price / Initial Price)
| Where: "Final Price" means the Share Price on the Final Valuation Date. "Final Valuation Date" means 22 October 2012. |
|||||
|---|---|---|---|---|---|
| (ii) | Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions |
|||
| (iii) | Early Cash Redemption Date: | As defined in Condition 24 of the Base Conditions |
|||
| 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: If on each Period End Date other than the Final Valuation Date, the Share Price is greater than or equal to the Initial Price, then a Specified Early Redemption Event shall be deemed to have occurred. |
|||
| (i) | Automatic Early Redemption: | Applicable | |||
| (ii) | Cash Settled Securities: | ||||
| (a) Amount: |
Specified Early Cash Settlement | USD 1,000 per Calculation Amount per Security as at the Issue Date, subject to Condition 8.3 of the Base Conditions |
|||
| (b) Date(s): |
Specified Early Cash Redemption | Each Specified Early Cash Redemption Date as set out in the Schedule. |
|||
| (iii) | Physically Delivered Securities: | N/A | |||
| (iv) Period: |
Specified Early Redemption Notice | As per Condition 5.5 of the Base Conditions | |||
| 34 | Maximum and Minimum Redemption Requirements: |
N/A | |||
| 35 | Annex: | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant |
N/A | ||
| 36 | Share Linked Securities: | Applicable | |||
| (i) | Share(s) (each a "Reference Asset"): | iShares MSCI Brazil Index Fund |
| Bloomberg Code: EWZ UP | |||||
|---|---|---|---|---|---|
| (ii) | Exchange[s]: | New York Stock Exchange Arca | |||
| (iii) | Related Exchange[s]: | All Exchanges | |||
| (iv) | Exchange Rate: | N/A | |||
| (v) | Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A | |||
| (vi) | Initial Price of each Reference Asset: | USD 78.44 | |||
| (vii) | Number of Shares: | N/A | |||
| (viii) | Substitution of Shares: | Substitution Standard 0f Shares İS. applicable |
|||
| (ix) | Valuation Date: | Scheduled Trading Day in Each each Observation Period from and including the Strike Date to and including the Final Valuation Date |
|||
| (x) | Valuation Time: | As defined in the Equity Linked Annex | |||
| (xi) | Averaging: | N/A | |||
| (xii) | Additional Disruption Event in respect of Share Linked Securities: |
Insolvency Filing | |||
| (xiii) | FX Disruption Event: | N/A | |||
| (xiv) | Market Access Dividend and Rights Issue Provisions: |
N/A | |||
| (xv) | Dividend Exchange Rate: | N/A | |||
| (xvi) | Other adjustments: | 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: | 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 |
N/A |
| Securities, VPS Registered Securities or |
|---|
| Spanish Securities: |
| . |
47 Additional provisions relating to Taxes and $N/A$ Settlement Expenses:
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: Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Notes are to be sold as set out in the Base Prospectus.
In addition, no action has been taken 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 where action for that purpose is required. No offers, sales, re-sales or deliveries of any Notes or distribution of any offering material relating to the Notes, directly or indirectly, may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any obligation on the Issuer, the Dealer and the Determination Agent.
SUBIECT TO CERTAIN EXCEPTIONS. AS DETAILED IN "PURCHASE AND SALE" IN THE BASE PROSPECTUS, THE NOTES 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 US SECURITIES ACT OF 1933).
51 Applicable TEFRA exemption: TEFRA D Rules Applicable
General
| 52 | Business Day Convention: | Modified 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: XS0554280007 |
| Common Code: 055428000 | ||
| 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 Stock Exchange |
|---|---|---|
| (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 the London Stock Exchange's Regulated Market on or around the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300 |
$2^{\circ}$ RATINGS
Ratings:
The Securities have not been individually rated.
$\overline{3}$ NOTIFICATION
$N/A$
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{4}$
Save as discussed in "Purchase 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.
$51$ REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
| (i) Reasons for the offer: |
General funding |
|---|---|
| ------------------------------- | ----------------- |
- $(ii)$ Estimated net proceeds: $N/A$
- $N/A$ $(iii)$ Estimated total expenses:
$6 \overline{6}$ FIXED RATE SECURITIES ONLY - YIELD
Indication of yield: $N/A$
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
$N/A$
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 $number(s)$ : |
N/A |
|---|---|
| Delivery: | Delivery free of payment |
| 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]: |
N/A |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
N/A |
11 OFFER INFORMATION
The Issue Price includes a commission element which may be shared with a third party, the details of which are available upon request.
Barclays relies on and looks towards the intermediary to comply with the Swiss law obligation regarding retrocession and, when applicable, will disclose or forward any retrocession payment he receives from a Barclays entity to his client, unless the intermediary and his client have validly agreed otherwise. Since Barclays does not know the identity of the intermediary's client, it is impossible for Barclays to disclose such retrocession payments to the client of the intermediary. As a consequence thereof, the intermediary herewith undertakes to duly fulfil all legal requirements under Swiss law.
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