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Barclays PLC — Capital/Financing Update 2010
Nov 5, 2010
5250_rns_2010-11-05_5892720d-00da-4923-96fd-be427896dc77.pdf
Capital/Financing Update
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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
15,000 FX Linked Warrants (the "Warrants") due November 2014
GWS714
under the Global Structured Securities Programme
Issue Price: USD 944 per Warrant
This document constitutes the final terms of the Warrants (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 5 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.
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 |
| 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
| 1 | (i) | Series: | GWS714 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| 2 | Currency: | United States dollar ("USD") | |
| 3 | Number of Warrants or Exercisable Certificates being issued: |
15,000 | |
| 4 | Issue Date: | Calculation Amount per Security as at the | JPY 1,000,000 |
| 5 | Form: | ||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
Global Bearer Securities: 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: | 29 October 2010 | |
| 7 | Issue Date: | 5 November 2010 | |
| 8 | Issue Price: | USD 944 per Security | |
| 9 | Relevant Stock Exchange[s]: | London Stock Exchange | |
| 10 | The following Relevant Annex(es) shall apply to the Securities (specify each applicable Relevant Annex): |
FX Linked Annex | |
| Provisions relating to interest (if any) payable on the Securities | |||
| 11 | Interest: | N/A | |
| 12 | Interest Amount: | N/A | |
| 13 | Interest Rate[s]: | N/A | |
| 14 | Screen Rate Determination: | N/A |
| 15 | ISDA Determination: | N/A |
|---|---|---|
| 16 | Margin: | N/A |
| 17 | Minimum/Maximum Interest Rate: | N/A |
| 18 | Interest Commencement Date: | N/A |
| 19 | Interest Determination Date: | N/A |
| 20 | Interest Calculation Periods: | N/A |
| 21 | Interest Payment Dates: | N/A |
22 Day Count Fraction: N/A
| 23 | 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 Exercise | |||
| 24 | (i) | Exercise Style: | European Style |
| (ii) | Multiple Exercise Securities | N/A | |
| 25 | Call/Put Securities: | N/A | |
| 26 | Units: | The Securities must be exercised in Units. Each Unit consists of 1 Security. |
|
| 27 | Exercise Price: | N/A | |
| 28 | Exercise Date(s): | 29 October 2014 | |
| 29 | Potential Exercise Business Dates: | N/A | |
| 30 | Exercise Period: | N/A | |
| 31 | Expiration Date: | 29 October 2014 | |
| 32 | Automatic Exercise: | N/A. The Securityholder shall exercise the warrant in accordance with Condition 6 of the Base Conditions |
|
| 33 | Minimum Number Exercise Requirement: | N/A | |
| 34 | Maximum Daily Number: | N/A | |
| 35 | Nominal Call Event: | N/A | |
| 36 | Settlement Method: | Cash Settlement | |
| 37 | Settlement Currency: | USD | |
| 38 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
|
| 39 | Terms relating to Cash Settled Securities: | ||
| (i) | Exercise Cash Settlement Amount: | The Exercise Cash Settlement Amount shall be calculated as follows: |
|
| Calculation Amount x Max[0; FX Performance] | |||
| Where: | |||
| "FX Performance" shall be calculated as follows: |
|||
| Min [(1/Strike1) – (1/Strike2); (1/1/Strike1) – (1/FXRatefinal) | |||
| "FXRatefinal" means the FX Rate determined by reference to the relevant FX Rate Source on the Expiration Date at the Specified Time. |
| "Strike1" means 81 | ||||
|---|---|---|---|---|
| ."Strike2" means 105 | ||||
| "FX Rate" means the value of one unit of USD in units of JPY determined by reference to the FX Rate Source at the Specified Time. |
||||
| (ii) | Exercise Cash Settlement Date: | 5 November 2014 | ||
| (iii) | Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions |
||
| (iv) | Early Cancellation Date: | As defined in Condition 24 of the Base Conditions |
||
| 40 | Specified Early Cancellation Event: | N/A | ||
| 41 | Terms relating to Physically Delivered Securities: |
|||
| 42 | Multiplier: | N/A | ||
| 43 | Annex: | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant |
||
| (ii) | Affected Jurisdiction Hedging Disruption: |
N/A | ||
| (iii) | Affected Jurisdiction Increased Cost of Hedging: |
N/A | ||
| (iv) | Affected Jurisdiction: | N/A | ||
| (iv) | Other Additional Disruption Events: | N/A | ||
| (v) | The following shall not constitute Additional Disruption Events: |
Increased Cost of Hedging shall not apply | ||
| 44 | Share Linked Securities: | N/A | ||
| 45 | Index Linked Securities (Equity indices only): | N/A | ||
| 46 | Inflation Linked Securities: | N/A | ||
| 47 | FX Linked Securities: | Applicable | ||
| (i) | Single FX Rate, Basket of FX Rates, Currency Pair, FX index, or FX-linked product or transaction (each a "Reference Asset"): |
Single FX Rate: USD-JPY |
||
| (ii) | FX Rate Source(s): | Bloomberg WMCO Mid Price | ||
| (iii) | Specified Time: | 4:00 p.m. London time | ||
| (iv) | Specified Rate: | USD-JPY |
| (v) | Spot Rate: | N/A | |
|---|---|---|---|
| (vi) | Principal Financial Centre: | As set out in the FX Linked Annex | |
| (vii) | Elective FX Disruption Event: | N/A | |
| (viii) | FX Disruption Event: | As set out in the FX Linked Annex | |
| (ix) | Valuation Date: | Expiration Date | |
| (x) | Valuation Time: | N/A | |
| (x) | Averaging: | N/A | |
| (xi) | Rate Calculation Date: | The Valuation Date, being a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York and London, adjusted in accordance with the Modified Following Business Day Convention in respect of the relevant FX Rate affected |
|
| 48 | Credit Linked Securities: | N/A | |
| 49 | Commodity Linked Securities: | N/A | |
| 50 | Debt Components: | N/A | |
| 51 | Interest Rate Components: | N/A | |
| 52 | Additional terms and conditions relating to the Securities: |
N/A | |
| Additional provisions relating to Settlement | |||
| 53 | Minimum Settlement Amount | 10 Warrants | |
| 54 | Securities: | Settlement in respect of Swedish Registered | N/A |
| 55 | Additional provisions relating to payment of Exercise Price: |
N/A | |
| 56 | Additional provisions relating to Taxes and Settlement Expenses: |
N/A | |
| Definitions | |||
| 57 | Definition of In The Money: | N/A | |
| 58 | Additional Business Centre(s): | N/A | |
| Selling restrictions and provisions relating to certification | |||
| 59 | Non-US Selling Restrictions: | As described in the Base Prospectus. | |
| 60 | Applicable TEFRA exemption: | N/A | |
| 61 | Other: | N/A |
General
| 62 | Business Day Convention: | Modified Following |
|---|---|---|
| 63 | Relevant Clearing System[s]: | Euroclear |
| Clearstream, Luxembourg | ||
| 64 | If syndicated, names [and addresses] of Managers [and underwriting commitments]: |
N/A |
| 65 | Relevant securities codes: | ISIN: GB00B5M4S994 |
| Common Code: 55712603 | ||
| 66 | Modifications to the Master Subscription Agreement and/or Master Agency Agreement: |
N/A |
| 67 | Additional Conditions and/or modification to the Conditions of the Securities: |
N/A |
Part B Other Information
1 LISTING AND ADMISSION TO TRADING (i) Listing: London Stock Exchange (ii) Admission to trading: Application has been made for the Securities to be admitted to trading the London Stock Exchange's Regulated Market with effect on or about the Issue Date (iii) Estimate of total expenses related to admission to trading: N/A 2 RATINGS Ratings: The Securities have not been individually rated.
3 NOTIFICATION
N/A
4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER
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.
5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
| (i) | Reasons for the offer: | General funding |
|---|---|---|
| ----- | ------------------------ | ----------------- |
| (ii) | Estimated net proceeds: | N/A |
|---|---|---|
| ------ | ------------------------- | ----- |
- (iii) Estimated total expenses: N/A
- 6 FIXED RATE SECURITIES ONLY - YIELD
Indication of yield: N/A
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): |
N/A |
|---|---|
| Delivery: | Delivery free of payment |
| Names and addresses of additional Paying Agents(s) (if any): |
N/A |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
No |
11 OFFER INFORMATION
N/A