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Barclays PLC — Capital/Financing Update 2011
Jan 28, 2011
5250_rns_2011-01-28_8f2914c3-a783-44ac-b833-1fbd0082bcd5.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
EUR 5,000,000 Equity Linked Notes due 30 January 2012 (the "Notes")
Series G20112NCD07L
under the Global Structured Securities Programme
Issue Price: 100 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 28 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.
Notice to Swiss Investors:
The Notes may not be publicly distributed in Switzerland. These 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. A 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 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 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 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.
Swiss Federal Act: The Securities do not constitute collective investment schemes within the meaning of the CISA. Accordingly, holders of the Securities do not benefit from protection under the CISA or supervision by the Swiss Financial Market Supervisory Authority FINMA.
Provisions relating to the Securities
| $\mathbf{1}$ | Series: | G20112NCD07L | ||||
|---|---|---|---|---|---|---|
| 2 | Currency: | Euro ("EUR") | ||||
| 3 | Notes: | Applicable | ||||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 5,000,000 | ||||
| (ii) | Specified Denomination: | EUR 500,000 | ||||
| (iii) | Calculation Amount per Security as at the Issue Date: |
Specified Denomination | ||||
| 4 | Certificates: | N/A | ||||
| 5 | Form: | |||||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
Global Bearer Securities: 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) | CDI s : | N/A | ||||
| 6 | Trade Date: | 21 January 2011 | ||||
| 7 | Issue Date: | 28 January 2011 | ||||
| 8 | Redemption Date: | 30 January 2012, subject to adjustment in accordance with the Business Day Convention |
||||
| 9 | Issue Price: | 100 per cent. of the Aggregate Nominal Amount |
||||
| 10 | Relevant Stock Exchange[s]: | London Stock Exchange | ||||
| 11 | The following Relevant Annex(es) shall apply Equity Linked Annex to the Securities (specify each applicable Relevant Annex): |
|||||
| Provisions relating to interest (if any) payable on the Securities | ||||||
| 12 | Interest: | Applicable |
| 13 | Interest Amount: | (A) If on the Valuation Date (t), the Share | |||
|---|---|---|---|---|---|
Price (t) is equal to or greater than 68 per cent. of the Initial Price, the Interest Amount shall be calculated as follows:
(Calculation Amount x (N x 7.40%)) - Paid Interest
(B) Otherwise, if on the Valuation Date (t), the Share Price (t) is less than 68 per cent. of the Initial Price, no Interest Amount shall be paid on the corresponding Interest Payment Date.
Where:
"Paid Interest" means the sum of all interest paid from the Issue Date to and including the immediately preceding Interest Payment Date.
"N" means an integer corresponding to a Valuation Date, as set out in the Schedule.
"Share Price (t)" means the price of the Share at the Valuation Time on any Scheduled Trading Day.
"Initial Price" means the Share Price on the Strike Date as set out in paragraph 36(vi).
"Strike Date" means 21 January 2011.
"Valuation Date (t)" means each date as set out in Schedule.
| 14 | Interest Rate: | 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: | Each Interest Payment Date, as set out in the Schedule, subject adjustment to in accordance with the Business Day Convention |
| 23 | Day Count Fraction: | N/A |
| 24 | Fall back provisions, rounding provisions, | N/A |
denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base Conditions:
Provisions relating to Redemption
25 Settlement Method: (i) For the purposes of Condition 5.1 of the Base Conditions:
Cash Settlement or Physical Settlement:
- (A) The Securities will be cash settled if the Final Price is equal to or greater than 68 per cent. of the Initial Price; and
- (B) The Securities will be physically settled if the Final Price is less than 68 per cent. of the Initial Price.
- (ii) For the purposes of Condition 5.5 of the Base Conditions:
Cash Settlement
FUR
As defined in Condition 24 of the Base Conditions
(A) If the Final Price is equal to or greater than 68 per cent. of the Initial Price, the Final Cash Settlement Amount will be calculated as follows:
Calculation Amount x 100 per cent.
(B) If the Final Price is less than 68 per cent. of the Initial Price, the Final Cash Settlement Amount will be zero
Where:
"Final Price" means the Share Price as at the Valuation Time on the Final Valuation Date.
"Final Valuation Date" means 23 January 2012.
As defined in Condition 24 of the Base Early Cash Settlement Amount: Conditions
- 26 Settlement Currency:
- 27 Settlement Number:
$(ii)$
- 28 Terms relating to Cash Settled Securities:
- Final Cash Settlement Amount: $(i)$
| (iii) | Early Cash Redemption Date: | As defined in Condition 24 of the Base Conditions |
|
|---|---|---|---|
| 29 | Securities: | Terms relating to Physically Delivered | Applicable |
| (i) Final Physical Redemption Entitlement: | (A) If the Final Price is equal to or greater than 68 per cent. of the Initial Price, the Final Physical Redemption Entitlement will be zero. |
||
| (B) If the Final Price is less than 68 per cent. of the Initial Price, the Final Physical Redemption Entitlement will be a number of Shares calculated as follows: |
|||
| Calculation Amount / Initial Price | |||
| , rounded down to the nearest integer with any fractional part paid in cash (the "Fractional Share Amount"), calculated as follows: |
|||
| Fractional Share Amount x Final Price | |||
| (ii) Final Physical Redemption Date: | Redemption Date | ||
| (iii) Physical Delivery Date(s): | As defined in Condition 24 of the Base Conditions |
||
| (iv) Entitlement Substitution: | Applicable | ||
| (v) Relevant Settlement Day: | As defined in Condition 24 of the Base Conditions |
||
| (vi) Disruption Cash Settlement Price: | Applicable | ||
| 30 | Nominal Call Event: | N/A | |
| 31 | Call Option: | N/A | |
| 32 | Put Option: | N/A | |
| 33 | Specified Early Redemption Event: | Applicable: If on any Valuation Date (t) the Share Price is equal to or greater than the Initial Price, the Notes will be automatically redeemed at the Specified Early Cash Settlement Amount on the corresponding Specified Cash Redemption Date. |
|
| (i) | Automatic Early Redemption: | Applicable | |
| (ii) | Cash Settled Securities: | ||
| Specified Early Cash (a) |
EUR 500,000 per Calculation Amount per |
Settlement Amount:
Security
| (b) | Specified Early Cash Redemption Date(s): |
Each date as set out in the Schedule | ||
|---|---|---|---|---|
| (iii) | Physically Delivered Securities: | N/A | ||
| (iv) | Period: | Specified Early Redemption Notice | N/A | |
| 34 | Requirements: | Maximum and Minimum Redemption | 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"): | Banco Bilbao Vizcaya Argentina SA (Bloomberg Code: BBVA SM ) |
||
| (ii) | Exchange[s]: | Bolsa de Madrid | ||
| (iii) | Related Exchange[s]: | All Exchanges | ||
| (iv) | Exchange Rate: | N/A | ||
| (v) | Assets: | Weighting for each Reference Asset comprising the Basket of Reference |
N/A | |
| (vi) | Initial Price of each Reference Asset: | EUR 9.07 | ||
| (vii) | Number of Shares: | N/A | ||
| (viii) | Substitution of Shares: | Substitution of Shares $-$ Standard is applicable. |
||
| (ix) | Valuation Date: | (A) Strike Date; | ||
| (B) Each Valuation Date (t); and | ||||
| (C) 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: |
N/A | ||
| (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 Securities, VPS Registered Securities or Spanish Securities: |
N/A |
| 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: 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 to those described in the Base Prospectus, no action has been made or will be taken by the Issuer that would permit a public offering of the Securities or possession or distribution of any offering material in relation to the Securities in any jurisdiction where action for that purpose is required. Each purchaser or distributor of the Securities represents and agrees that it will not purchase, offer, sell, re-sell or deliver the Securities or, have in its possession or distribute, the Base Prospectus, any other offering material or
| any Final Terms, in any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in a manner that will not impose any obligation on the Issuer or Manager (as the case may be) and the Determination Agent. |
||
|---|---|---|
| 51 | Applicable TEFRA exemption: | TEFRA: D Rules Applicable |
| General | ||
| 52 | Business Day Convention: | Modified Following |
| 53 | Relevant Clearing System[s]: | Euroclear |
| Clearstream, Luxembourg | ||
| 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: XS0568524689 |
| Common Code: 056852468 | ||
| Valoren: CH12388128 | ||
| 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 | |
| (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. |
|
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300 plus VAT | |
| 2 | RATINGS | ||
| Ratings: | The Securities have not been individually rated. | ||
| 3 | NOTIFICATION | ||
| N/A | |||
| 4 | INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE | ||
| N/A | |||
| 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 RATES 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 0 |
11 OFFER INFORMATION
The Issue Price includes a commission element to be shared with a third party, which will be no more than 0.50 per cent. of the Issue Price. Further details of the commission element 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.
Schedule
| N | Valuation Date (t) | Interest Payment Date / Specified Early Cash Redemption Date |
|---|---|---|
| 21 July 2011 | 28 July 2011 | |
| 2 | 23 January 2012 | 30 January 2012 |