AI assistant
Barclays PLC — Capital/Financing Update 2010
Dec 6, 2010
5250_rns_2010-12-06_033eb839-ea29-487d-b5e8-8a89df6b6db0.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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
1 Interest Rate Linked Warrant (the "Warrant")
Series GWS71
under the Global Structured Securities Programme
Issue Price: EUR 1,700,000 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 6 December 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. THE BASE PROSPECTUS AND THE SUPPLEMENTAL 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
| $\mathbf{1}$ | Series: | GWS71 | |||
|---|---|---|---|---|---|
| 2 | Currency: | Euro ("EUR") | |||
| 3 | Number of Warrants or Exercisable Certificates being issued: |
1 | |||
| 4 | Issue Date: | Calculation Amount per Security as at the | EUR 1,700,000 | ||
| 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) | CDI s : | N/A | |||
| 6 | Trade Date: | 29 November 2010 | |||
| 7 | Issue Date: | 6 December 2010 | |||
| 8 | Issue Price: | EUR 1,700,000 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): |
N/A |
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 one Security. |
||||
| 27 | Exercise Price: | N/A | ||||
| 28 | Exercise Date(s): | 4 December 2012, subject to adjustment in accordance with the Business Day Convention |
||||
| 29 | N/A Potential Exercise Business Dates: |
|||||
| 30 | Exercise Period: | N/A | ||||
| 31 | Expiration Date: | 6 December 2012, subject to adjustment in accordance with the Business Day Convention |
||||
| 32 | Automatic Exercise: | Applicable in whole | ||||
| 33 | N/A Minimum Number Exercise Requirement: |
|||||
| 34 | Maximum Daily Number: | N/A | ||||
| 35 | Nominal Call Event: | N/A | ||||
| 36 | Settlement Method: | Cash Settlement | ||||
| 37 | Settlement Currency: EUR |
|||||
| 38 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
||||
| 39 | Terms relating to Cash Settled Securities: | |||||
| (i) | Exercise Cash Settlement Amount: | In respect of each Security, the Exercise Cash Settlement Amount shall be an amount in the Settlement Currency calculated in accordance with the following formula: |
||||
| (500,000,000 x Max (Strike1 - EUSA1, 0%) - 900,000,000 x Max (Strike2 - EUSA1, 0%)) / (1 + EUSA1) |
Where:
"Strike1" means 2.25 per cent.
"EUSA1" means the annual swap rate for EUR swap transactions with a maturity of 1 year
(calculated against 3m-EURIBOR) which appears on the Reuters Screen ISADFIX2 Page under the heading "EURIBOR BASIS - EUR" and above the caption "11:00 AM FRANKFURT" as of 11:00 a.m., Frankfurt time, on the Exercise Date. If, in the opinion of the Determination Agent, such rate is not published or made available to the market on such day and/or the Determination Agent determines that an alternative market rate is in more common usage, the Determination Agent shall determine EUSA1 at its sole and absolute discretion. "Strike2" means 1.25 per cent. Exercise Cash Settlement Date: Expiration Date As defined in Condition 24 of the Base Conditions As defined in Condition 24 of the Base Conditions $N/A$ $N/A$ $N/A$ $N/A$ $N/A$ $N/A$
$(iii)$ Early Cash Settlement Amount: $(iv)$ Early Cancellation Date: 40 Specified Early Cancellation Event: 41 Terms relating to Physically Delivered Securities: 42 Multiplier: 43 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: 44 Share Linked Securities: 45 Index Linked Securities (Equity indices only): 46 Inflation Linked Securities: $N/A$ 47 FX Linked Securities: $N/A$ 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 $N/A$ the Securities:
$(ii)$
Additional provisions relating to Settlement
| 53 | Minimum Settlement Amount | N/A |
|---|---|---|
| 54 | Settlement in respect of Swedish Registered Securities: |
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: | As defined in Condition 24 of the Base Conditions |
| 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 |
| Other than those described in the Base Prospectus, nothing has been done to permit a public offer of the Warrant in any jurisdiction. The Warrant may only be marketed or sold in compliance with the applicable laws and regulations and in circumstances which will not impose any obligations on the Issuer, Dealer, Manager and Determination Agent. |
||
| 60 | Applicable TEFRA exemption: | TEFRA D: D Rules Applicable |
| 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: GB00B4PVW987 |
| Common Code: 56649506 | ||
| 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
LISTING AND ADMISSION TO TRADING $\mathbf{1}$
| (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 the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300 |
2 RATINGS
| Ratings: | The Securities have not been individually | |||
|---|---|---|---|---|
| rated. |
3 NOTIFICATION
$N/A$
$41$ 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.
$51$ 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
$N/A$
PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF 8 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 $A^{qents}(s)$ (if any): |
N/A |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
No |
11 OFFER INFORMATION
$N/A$