AI assistant
Barclays PLC — Capital/Financing Update 2011
Jan 5, 2011
5250_rns_2011-01-05_9ddca51c-74ab-4514-91aa-81fb446b22aa.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
Final Terms
BARCLAYS
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
SEK 18,380,000 Equity Linked Notes due January 2015
Series GSN28731
under the Global Structured Securities Programme
Issue Price: 110 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 5 January 2011
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.
Risk on Principal Protection
The Notes are only principal-protected when held to their scheduled maturity. In the event that Notes are sold prior to maturity or are redeemed by the Issuer prior to maturity, Securityholders may receive less than the denomination of the Notes.
Neither the premium payable above par nor the brokerage fees payable in connection with the purchase of the Notes is protected. Consequently, if the Notes are held to maturity and the Final Cash Settlement Amount is the principal-protected amount, the Securityholder will have incurred a loss on the Notes.
Index Disclaimers:
Nasdaq®, OMX®, NASDAQ OMX®, and OMXS30™, are registered trademarks of The NASDAQ OMX Group, Inc. (which with its affiliates is referred to as the "Corporations") and are licensed for use by Barclays Bank PLC. The Product(s) have not been passed on by the Corporations as to their legality or suitability. The Product(s) are not issued, endorsed, sold, or promoted by the Corporations. THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE PRODUCT(S).
The Product(s) is not sponsored, endorsed, sold or promoted by The NASDAQ OMX Group, Inc. or its affiliates (NASDAQ OMX, with its affiliates, are referred to as the "Corporations"). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the Product(s). The Corporations make no representation or warranty, express or implied to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly, or the ability of the OMX Stockholm 30 Index to track general stock market performance. The Corporations' only relationship to Barclays ("Licensee") is in the licensing of the Nasdaq®, OMX®, NASDAQ OMX® and OMX Stockholm 30 Index™ registered trademarks, and certain trade names of the Corporations and the use of the OMX Stockholm 30 Index which is determined, composed and calculated by NASDAQ OMX without regard to Licensee or the Product(s). NASDAQ OMX has no obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the OMX Stockholm 30 Index. The Corporations are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Product(s).
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE 'INSERT INDEX NAME' INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT(S), OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE OMX Stockholm 30 INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE OMX Stockholm 30 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
i,
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
| Barclays Bank PLC |
|---|
| N/A |
| Barclays Bank PLC |
| Barclays Capital Securities Limited |
| Svenska Handelsbanken AB (the "Swedish Issue and Paying Agent") |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). 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 OF REGISTERED SECURITIES" IN THE PROSPECTUS.
EACH PURCHASER OF REGISTERED SECURITIES WILL BE DEEMED, BY ITS ACCEPTANCE OF PURCHASE OF ANY SUCH REGISTERED SECURITIES. TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS INTENDED TO RESTRICT THE RESALE OR OTHER TRANSFER OF SUCH REGISTERED SECURITIES AS SET OUT IN "TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES".
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
These Securities are Swedish Registered Securities. Securityholders should refer to the provisions of the Swedish Securities Annex of the Base Prospectus which shall apply to the Securities.
Provisions relating to the Securities
$14$
Interest Rate:
| 1 | Series: | GSN28731 | ||||
|---|---|---|---|---|---|---|
| 2 | Currency: | Swedish Krona ("SEK") | ||||
| 3 | Notes: | Applicable | ||||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
SEK18,380,000.00 | ||||
| (ii) | Specified Denomination: | SEK10,000 | ||||
| (iii) | Calculation Amount per Security as at the Issue Date: |
Specified Denomination | ||||
| 4 | Certificates: | N/A | ||||
| 5 | Form: | |||||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
For | Swedish | Registered Dematerialised Uncertificated Securities in book-entry form in accordance with the Swedish Financial Instruments Accounts Act (1998:1479), as amended. Cleared and settled in Euroclear Sweden AB. |
Securities: | |
| (ii) | NGN Form: | N/A | ||||
| (iii) | Held under the NSS: | N/A | ||||
| (iv) | CGN Form: | N/A | ||||
| (v) | CD ls: | N/A | ||||
| 6 | Trade Date: | 21 December 2010 | ||||
| 7 | Issue Date: | 5 January 2011 | ||||
| 8 | Redemption Date: | the Business Day Convention | 5 January 2015, adjusted in accordance with | |||
| 9 | Issue Price: | Amount | 110 per cent. of the Aggregate Nominal | |||
| 10 | Relevant Stock Exchanges: | London Stock Exchange and the Nordic Derivatives Exchange ("NDX") |
||||
| 11 | The following Relevant Annex(es) shall apply to the Securities (specify each applicable Relevant Annex): |
Equity Linked Annex Swedish Securities Annex |
||||
| Provisions relating to interest (if any) payable on the Securities | ||||||
| 12 | Interest: | N/A | ||||
| 13 | Interest Amount: | N/A |
$N/A$
| 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: | N/A |
| 23 | Day Count Fraction: | 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: |
N/A |
| Provisions relating to Redemption |
- 26 Settlement Currency:
- 27 Settlement Number:
$(ii)$
$(iii)$
- 28 Terms relating to Cash Settled Securities:
- $(i)$ Final Cash Settlement Amount:
Early Cash Settlement Amount:
Early Cash Redemption Date:
For the purposes of Condition 5.1 of the Base Conditions: Cash Settlement
SEK
As defined in Condition 24 of the Base Conditions
The Final Cash Settlement Amount shall determined in accordance with the following formula:
$$
10,000 + 10,000 \times P \times MAX \bigg( \left( \frac{OMX_{FPMAL}}{OMX_{INTMAL}} - 1 \right); 0 \bigg)
$$
Where:
"OMXINITIAL" means the official closing level for underlying Index(i) on the Strike Date, being 1163.27
"OMXFINAL" means the arithmetic average of the official closing levels for underlying Index(i) on each of the Averaging Dates
"P" means 110%
"Strike Date" means 22 December 2010
As defined in Condition 24 of the Base Conditions
As defined in Condition 24 of the Base
| Conditions | ||||
|---|---|---|---|---|
| 29 | Terms relating to Physically Delivered Securities: |
N/A | ||
| 30 | Nominal Call Event: | N/A | ||
| 31 | Call Option: | N/A | ||
| 32 | Put Option: | N/A | ||
| 33 | Specified Early Redemption Event: | N/A | ||
| 34 | Requirements: | Maximum and Minimum Redemption | N/A | |
| 35 | 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): | |||
| (i) | Asset"): | Index/Indices (each a "Reference | OMX S30 Index Bloomberg Code OMX (for reference purposes only) |
|
| (ii) | Future Price Valuation: | N/A | ||
| (iii) | Exchange-traded Contract: | N/A | ||
| (ii) | Exchange: | Stockholm Exchange | ||
| (iii) | Related Exchange: | All Exchanges | ||
| (iv) | Exchange Rate: | N/A | ||
| (v) | Assets: | Weighting for each Reference Asset comprising the Basket of Reference |
N/A | |
| (vi) | Index Level of each Reference Asset: | The level of the Index at the Valuation Time in a Scheduled Trading Day |
||
| (vii) | Valuation Date: | 22 December 2014 | ||
| (viii) | Valuation Time: | As defined in the Equity Linked Annex | ||
| (ix) | Averaging: | Applicable | ||
| (a) | Averaging Dates: | 23 December 2013, 22 January 2014, 24 February 2014, 24 March 2014, 22 April 2014, 22 May 2014, 23 June 2014, 22 July 2014, 22 August 2014, 22 September 2014, 22 October 2014, 24 November 2014 and 22 December 2014 (13 Averaging Dates). |
||
| (b) | Consequence of an Averaging | Modified Postponement |
Date being a Disrupted Day:
| (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: | SEK 10,000 | ||
| 46 | Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
Swedish Registered Securities may not provide for any form of settlement (including in respect of payment of interest) other than payment in cash. |
||
| 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): | N/A | ||
| Selling restrictions and provisions relating to certification | ||||
| 50 | Non-US Selling Restrictions: | As described in the Base Prospectus | ||
| 51 | Applicable TEFRA exemption: | N/A | ||
| General | ||||
| 52 | Business Day Convention: | Modified Following | ||
| 53 | Relevant Clearing System: | Euroclear Sweden AB | ||
| 54 | If syndicated, names of Managers: | N/A | ||
| 55 | Details relating to Partly Paid Securities: | N/A | ||
| 56 | Relevant securities codes: | ISIN: SE0003618735 | ||
| 57 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A |
58 Additional Conditions and/or modification N/A to the Conditions of the Securities:
Part B Other Information
LISTING AND ADMISSION TO TRADING $\mathbf{1}$
| (i) | Listing | London and Stockholm |
|---|---|---|
| (ii) | Admission to trading: | Application has been made for the Notes to be admitted to listing on the NDX and the official list of the UK Listing Authority and to be admitted to trading on the Regulated Market of the London Stock Exchange and the NDX on or around the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
N/A |
$\overline{2}$ RATINGS
Ratings:
The Securities have not been individually rated.
$\overline{\mathbf{3}}$ NOTIFICATION
The Financial Services Authority has provided the Swedish Finansinspektionen with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{\mathbf{4}}$
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.
5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
| (i) | Reasons for the offer: | General funding |
|---|---|---|
- $(ii)$ Estimated net proceeds: SEK 18,380,000
- $(iii)$ $N/A$ Estimated total expenses:
- FIXED RATE SECURITIES ONLY YIELD $6\phantom{1}6$
Indication of yield: $N/A$
$\overline{7}$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES
$N/A$
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
Past and future performance and volatility of the Index can be obtained on Bloomberg Code: MOXGo
The Issuer does not intend to provide post-issuance information.
The table below shows the Redemption Amount for different scenarios, based on a holding of SEK 100,000 Notes.
| Change for the Index | +40% | 0% | $-40%$ |
|---|---|---|---|
| Change in the Index for purposes of calculating Final Cash Settlement Amount, assuming indicative participation rate of 100% (which may be higher or lower but will be fixed prior to the Issue Date): |
$+40$ | $0\%$ | $-40%$ |
| Amount invested (including premium and estimated brokerage fees): |
SEK 112,000 | SEK 112,000 | SEK 112,000 |
| Increase in value: | SEK 28,000 | SEK 0 | SEK 0 |
| Final Cash Settlement Amount: | SEK 140,000 | SEK 100,000 | SEK 100,000 |
| Effective yearly return (including estimated brokerage fees and the extra premium paid): |
5.74% | $-2.79%$ | $-2.79%$ |
PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF 9 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):
Swedish Central Securities Depository & Clearing Organisation (Euroclear Sweden) identification number: 556112-8074. The Issuer shall be entitled to obtain information from the register maintained by Euroclear Sweden AB for the purposes of performing its obligations under the issue of the Notes.
Delivery against payment
Delivery:
| Names and addresses of additional Paying | Svenska Handelsbanken AB (publ) | |
|---|---|---|
| Agents(s) (if any) and Swedish Issue and Paying Agent: |
Blasieholmstorg12 SE-106 70 Stockholm Sweden |
|
| Intended to be held in a manner which would allow Eurosystem eligibility: |
N 0 | |
| 11 | OFFER INFORMATION | |
| Offer Price: | SEK10,000 per Note | |
| Offer Period: | The Offer Period shall be from and including 15 November 2010 to and including 16 December 2010. |
|
| Conditions to which the offer is subject: | Offers of the Notes made prior to the Issue Date are conditional on their issue. There is no pre-identified allotment criteria. Barclays Bank PLC will adopt allotment criteria that ensures equal treatment of prospective investors. All of the Notes requested through the Distributor during the Offer Period will be assigned up to the maximum amount of the offer. A prospective investor will, on the Issue Date, receive 110 per cent. of the amount of Notes allocated to it during the Offer Period. |
|
| The Issuer reserves the right to withdraw the offer of the 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: | Applications for the Notes can be made in Sweden through the Distributor. Distribution will be in. accordance with the Distributor's usual procedures. |
|
| Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: |
N/A | |
| Details 0f the minimum and/or maximum amount of application: |
The minimum amount of application per investor will be SEK10,000 in nominal amount of the Notes. |
|
| Manner in and date on which results of Results of the offer will be made public via the |
$\langle \cdot, \overline{\cdot} \rangle$
| the offer are to be made public: | Distributor within 5 Business Days after the end of the Offer Period. |
|---|---|
| Details of the method and time limits for paying up and delivering the Notes: |
The total payment of the Offer Price of the Notes must occur on 16 December 2010 to the Distributor's office having received the subscription. |
| The Notes will be made available on a free delivery after payment basis: the Issuer estimates that the Notes will be delivered through the Distributor, subsequent to payment of the Offer Price, to prospective Notes holders in deposit accounts held, directly or indirectly, by the Distributor at VPC. |
|
| Procedure for exercise of any right of pre-emption, negotiability οf subscription rights and treatment of subscription rights not exercised: |
N/A |
| Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: |
Offers may be made through the Distributor in Sweden to any person. Offers (if any) in other EEA countries will only be made through the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus. |
| Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: |
Applicants will be notified directly by the Distributor of the success of their application. No dealings in the Notes may take place prior to the Issue Date. |
| specifically charged to the subscriber or purchaser: |
Amount of any expenses and taxes Apart from the offer price, the Issuer is not aware of any expenses and taxes specifically charged to the subscriber or purchaser. |
| Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place. |
Erik Penser Bankaktiebolag Biblioteksgatan 9 Box 7405 103 91 Stockholm Sweden (the "Distributor") |
A distribution fee will be paid to a third party. The amount of this fee paid by the Bank will approximately be 0.5%-1% p.a. of the investment. Purchasers of Notes should request details of any such distribution fee from the Distributor before purchase.