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Barclays PLC — Capital/Financing Update 2010
Dec 17, 2010
5250_rns_2010-12-17_1d4d9ba5-7e1e-42ac-af5b-1b6616447a61.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
EUR 3,000,000 Equity Linked Notes due 17 December 2020
under the Global Structured Securities Programme
Series G2010D7JH259
Issue Price: 100.00% 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 17 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.
Index Disclaimer
STOXX disclaimer
"The EURO STOXX 50® index is proprietary and copyrighted material. The EURO STOXX 50 ® index and the related trademarks have been licensed for certain purposes by Barclays."
The disclaimer is:
STOXX and Dow Jones have no relationship to Barclays, other than the licensing of the EURO STOXX 50 $\degree$ index and the related trademarks for use in connection with the Notes.
STOXX and Dow Jones do not:
•Sponsor, endorse, sell or promote the Notes.
•Recommend that any person invest in the Notes or any other securities.
•Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Notes
• Have any responsibility or liability for the administration, management or marketing of the Notes.
•Consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the Dow Jones EURO STOXX 50 ® index or have any obligation to do so.
STOXX and Dow Jones will not have any liability in connection with the Notes. Specifically:
•STOXX and Dow Jones do not make any warranty, express or implied and disclaim any and all warranty about:
•The results to be obtained by the Notes, the owner of the Securities or any other person in connection with the use of the EURO STOXX 50 $\degree$ index and the data included in EURO STOXX 50 $\degree$ index:
•The accuracy or completeness of the EURO STOXX 50 $\degree$ index and its data:
• The merchantability and the fitness for a particular purpose or use of the EURO STOXX 50 $\degree$ index and its data:
•STOXX and Dow Jones will have no liability for any errors, omissions or interruptions in the EURO STOXX 50 ® index or its data:
•Under no circumstances will STOXX or Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Dow Jones knows that they might occur.
The licensing agreement between Barclays and STOXX is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties.
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 AND THE SUPPLEMENTAL 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(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Provisions relating to the Securities
| $\mathbf{1}$ | (i) | Series: | G2010D7JH259 | |
|---|---|---|---|---|
| (ii) | Tranche: | 1 | ||
| 2 | Currency: | EURO("EUR") | ||
| 3 | Notes: | |||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 3,000,000 | ||
| (ii) | Specified Denomination: | EUR 100,000 | ||
| (iii) | Calculation Amount per Security as at the Issue Date: |
EUR 100,000 | ||
| 4 | Certificates: | N/A | ||
| 5 | Form: | |||
| (i) | Global/Definitive/Uncertificated and | Global Bearer Securities: | ||
| dematerialised: | Temporary Global Security, exchangeable for a 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: | 6 December 2010 | ||
| 7 | Issue Date: | 17 December 2010 | ||
| 8 | Redemption Date: | 17 December 2020 subject to adjustment in accordance with the Business Day Convention |
||
| 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: | N/A | ||
| 13 | Interest Amount: | N/A | ||
| 14 | Interest Rate[s]: | |||
| 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 | Conditions: | 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 |
N/A | |
| Provisions relating to Redemption | ||||
| 25 | Settlement Method: | For the purposes of Condition 5.1 of the Base Conditions: Cash Settlement |
||
| 26 | Settlement Currency: | EUR | ||
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
||
| 28 | Terms relating to Cash Settled Securities: | |||
| (i) | Final Cash Settlement Amount: | amount in the Settlement currency An payable on the Redemption Date in respect of each Calculation Amount, Calculated as follows: |
||
| Calculation Amount x {100% + Gearing X Max (0%; lndex (f) -1) } | ||||
| Index $(0)$ | ||||
| Where: | ||||
| "Strike Date" means 17 December 2010 | ||||
| "Gearing" means 80% | ||||
| (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: | Applicable |
Cash Settled Securities: $(i)$
| (a) | Optional Cash Settlement Amount: |
|---|---|
| ----- | ----------------------------------------- |
EUR 100,000 per Calculation Amount per Security as at the Issue Date, subject to Condition 8.3 of the Base Conditions
As set out in the Schedule
$N/A$
- Optional Cash Redemption Date: $(b)$
- $(ii)$ Physically Delivered Securities:
- $(iii)$ Issuer Option Exercise Period:
The Issuer may elect to call the notes on each Call Notice Date, paying the Option al Cash Settlement Amount. Optional Cash Redemption Date will be on the 17th December of each year, from and including the 19 December 2011 to and including the 17 December 2019, the Call Notice Date will be on 10thj December of each year, from and including the 12 December 2011 to and including the 10 December 2019.
For the avoidance of doubt, once the Cancellation Option Amount is pad by the Issuer, the note will cease to exist and not further payments by either party will occur in respect of each note.
| (iv) | Issuer Notice Period: | No less then 7 Business Days | |
|---|---|---|---|
| 32 | Put Option: | N/A | |
| 33 | Specified Early Redemption Event: | N/A | |
| 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: | N/A |
| 37 | Index Linked Securities (Equity indices only): | Applicable | ||
|---|---|---|---|---|
| (i) Asset"): |
Index/Indices (each a "Reference | EuroStoxx 50 (the "Index") as calculated and sponsored by STOXX (the "Index Sponsor") (Bloomberg code: SX5E) |
||
| (ii) | Future Price Valuation: | N/A | ||
| (iii) | Exchange-traded Contract: | N/A | ||
| (ii) | $Exchange[s]$ : | Multi-exchange Index | ||
| (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) | Index Level of each Reference Asset: | The level of the Index at the Valuation Time on a Scheduled Trading Day |
||
| (vii) | Valuation Date: | 10 December 2020 | ||
| (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 | ||
| (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: | EUR 100,000 | ||
| 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 | ||
| n.c |
Definitions
| 48 | Business Day: |
|---|---|
| ---- | ---------------------- |
As defined in Condition 24 of the Base Conditions
$N/A$
49 Additional Business Centre(s):
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.
No action has been, or will be, taken in Israel that would permit an offering of the Securities or a distribution of this Programme to the public in Israel. In particular, the Programme has not been reviewed or approved by the Israeli Securities Authority. The Securities are being offered to a limited number of sophisticated investors, in all cases under the circumstances that will fall within the private placement or other exemptions of the Israeli Securities Law, 5728-1968 (each such offeree, a "Permitted Offeree" and the "Securities Law". respectively). Any Permitted Offeree who purchases the Securities is purchasing such Securities for its own benefit and on its own account and not with the aim or intention of distributing or offering such Securities to other parties, other than as permitted the Securities pursuant to Law. Accordingly, this Programme may not be reproduced or used for any other purpose, nor be furnished to any other person other than to Permitted Offerees and as permitted under the Securities Law. Nothing in this Programme should be considered "investment advice", as defined in the Regulation of Investment Advice, Investment Marketing and Portfolio Management Law. 5755-1995
51 Applicable TEFRA exemption: TEFRA D: 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: XS0568420714 |
| Common Code: 056842071 | ||
| 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
LISTING AND ADMISSION TO TRADING $\mathbf{1}$
| (i) (ii) |
Listing Admission to trading: |
London 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 Marketon or around the Issue Date |
|---|---|---|
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300 |
| RATINGS | ||
| Ratings: | The Securities have not been individually rated | |
| N/A | NOTIFICATION |
$\overline{4}$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
"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
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES $51$
- Reasons for the offer: General funding $(i)$
- Estimated net proceeds: EUR 3,000,000 $(ii)$
- Estimated total expenses: GBP 300 $(iii)$
FIXED RATE SECURITIES ONLY - YIELD $61$
- Indication of yield: $N/A$
- $77$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES
$N/A$
$\overline{2}$
$\overline{3}$
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 | 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 Agents $(s)$ (if any): |
N/A |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
N/A |
11 OFFER INFORMATION
$N/A$
Schedule
| Optional Cash Redemption |
Optional Cash Settlement |
||
|---|---|---|---|
| Call Notice Date | Date i | Amount | |
| 1 | 12/12/2011 | 19/12/2011 | $n X (100\frac{1}{3} + 1 * 6\frac{1}{3})$ |
| 2 | 10/12/2012 | 17/12/2012 | $n X (100\$ + 2 $* 6\$ ) |
| 3 | 10/12/2013 | 17/12/2013 | $n X (100\frac{1}{3} + 3 * 6\frac{1}{3})$ |
| $\overline{4}$ | 10/12/2014 | 17/12/2014 | $n X (100\$ + 4 $* 6\$ ) |
| 5 | 10/12/2015 | 17/12/2015 | $n X (100\frac{1}{3} + 5 * 6\frac{1}{3})$ |
| 6 | 10/12/2016 | 19/12/2016 | $n X (100\$ + 6 $*$ 6\$) |
| 7 | 10/12/2017 | 18/12/2017 | $n X (100\$ + 7 $* 6\$ ) |
| 8 | 10/12/2018 | 17/12/2018 | $n X (100\$ + 8 $* 6\$ ) |
| 9 | 10/12/2019 | 17/12/2019 | $n X (100\$ + 9 $* 6\$ ) |