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Barclays PLC — Capital/Financing Update 2011
Feb 25, 2011
5250_rns_2011-02-25_f4644113-f976-4b2d-85e4-ec2642e6b223.pdf
Capital/Financing Update
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IMPORTANT INFORMATION: Prospective investors considering purchasing the Securities described below must note that the Issuer intends to publish its annual unaudited financial statements for the financial year ended 31 December 2010 on or around 15 February 2011.
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 24,000,000 Fixed Rate Step Up Notes due 25 February 2021 (the "Notes")
Series GSN29804
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 25 February 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.
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: | 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 PROSPECTUSES 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
| 1 | Series: | GSN29804 | ||
|---|---|---|---|---|
| 2 | Currency: | Euro ("Euro") | ||
| 3 Notes: |
Applicable | |||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 24,000,000 | ||
| (ii) | Specified Denomination: | EUR 1,000 | ||
| (iii) | Calculation Amount per Security as at the Issue Date: |
Specified Denomination | ||
| 4 | Certificates: | N/A | ||
| 5 | Form: | |||
| (i) | Global/Definitive/Uncertificated | Global Bearer Securities: | ||
| and dematerialised: | exchangeable Temporary Global Security, for - a Permanent Global Security |
|||
| (ii) | NGN Form: | Applicable | ||
| (iii) | Held under the NSS: | N/A | ||
| (iv) | CGN Form: | N/A | ||
| (v) | CDIs: | N/A | ||
| 6 | Trade Date: | 18 January 2011 | ||
| 7 | Issue Date: | 25 February 2011 | ||
| 8 | Redemption Date: | 25 February 2021, 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: | London Stock Exchange | ||
| 11 | 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 | ||||
| 12 Interact. | Applicable |
| 12 Interest: | Applicable | |
|---|---|---|
| 13 Interest Amount: | As per Conditions 4 and 24 of the Base Conditions | |
| 14 Interest Rate[s]: | ||
| (i) | Fixed Rate: | (A) In respect of all Interest Calculation Periods from and including the Interest Commencement Date to but excluding 25 February 2014, a rate calculated as follows: |
Calculation Amount x 4.00 per cent. per annum
(B) In respect of all Interest Calculation Periods from and including 25 February 2014 to but excluding 25 February 2017, a rate calculated as follows:
Calculation Amount x 4.50 per cent. per annum
(C) In respect of all Interest Calculation Periods from and including 25 February 2017 to and including the Redemption Date, a rate calculated as follows:
Calculation Amount x 5.00 per cent. per annum
| (ii) | Floating Rate: | N/A | |
|---|---|---|---|
| (iii) | Variable Rate: | N/A | |
| (iv) | Zero Coupon: | N/A | |
| (v) | Bond Linked Securities - Fixed Coupon: |
N/A | |
| (vi) | Bond Linked Securities - Pass Through Interest: |
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: | Issue Date | |
| 20 | Interest Determination Date: | N/A | |
| 21 | Interest Calculation Periods: | As defined in Condition 24 of the Base Conditions | |
| (i) | Interest Period End Dates: | Each Interest Payment Date without any adjustment in accordance with the Business Day Convention |
|
| (ii) | Interest calculation method for short or long Interest Calculation Periods: |
N/A | |
| 22 | Interest Payment Dates: | 25 February of each year from and including 25 February 2012 to and including the Redemption Date |
|
| 23 | Day Count Fraction: | 30/360 | |
| 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 |
| 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: | EUR 1,000 per Calculation Amount per Security | |
| (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: | N/A | |
| 32 | Put Option: | N/A | |
| 33 | Specified Early Redemption Event: | N/A | |
| 34 | Maximum and Minimum Redemption Requirements: |
N/A | |
| 35 | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: |
||
| (i) | Affected Jurisdiction Hedging Disruption: |
N/A | |
| (ii) | Affected Jurisdiction Increased Cost of Hedging: |
N/A | |
| (iii) | Affected Jurisdiction: | N/A | |
| (iv) | Other Additional Disruption Events: |
N/A | |
| (v) | The following shall not constitute Additional Disruption Events: |
Hedging Disruption and Increased Cost of Hedging | |
| 36 | Share Linked Securities: | 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 described in the Base Prospectus |
| 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: | TEFRA D: D Rules Applicable |
| General | ||
| 52 | Business Day Convention: | Following |
| 53 | Relevant Clearing System: | Euroclear |
| Clearstream, Luxembourg | ||
| 54 | If syndicated, names of Managers: | N/A |
| 55 Details relating to Partly Paid Securities: | N/A | |
| 56 | Relevant securities codes: | ISIN: XS0568506199 |
| Common Code: 056850619 | ||
| 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) | 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's Regulated Market on or around the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 1,750 |
$\overline{2}$ RATINGS
Ratings:
The Securities have not been individually rated.
NOTIFICATION $\overline{3}$
The Financial Services Authority has provided the Commission Bancaire, Financiere et des Assurances (the "CBFA") in Belgium 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 OFFER $\overline{4}$
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
- Reasons for the offer: $(i)$ General funding
- EUR 24,000,000 $(ii)$ Estimated net proceeds:
- $(iii)$ Estimated total expenses: $N/A$
FIXED RATE SECURITIES ONLY - YIELD 6
Indication of yield: $N/A$
FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES $\overline{7}$
$N/A$
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
$N/A$
PERFORMANCE OF RATEISI 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):
Delivery:
Names and addresses of additional Paying Agents(s) (if any):
Intended to be held in a manner which would allow Eurosystem eligibility:
Delivery free of payment
$N/A$
$N/A$
Yes
Note that the designation "yes" simply means that the Securities are intended upon issue to be deposited with one of the International Central Securities Depositaries as common safekeeper and does not necessarily mean that the Securities will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
11 OFFER INFORMATION
| Offer Price: | Issue Price |
|---|---|
| Third Party Fees and the Subscription Fee | The Issue Price includes a commission element shared with a third party, which will be no more than 4.00 per cent. of the Issue Price. Further details of the commission element are available upon request. |
| In addition, the Distributor shall charge each of the investors a subscription charge of 2.00 per cent. of the Offer Price of each Note. |
|
| Conditions to which the offer is subject: | The Issuer reserves the right to withdraw the offer of the Securities 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 Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant. |
|
| Description of the application process: | An offer for the Securities can be made in Belgium by the Distributor (the "Public Offer Jurisdiction") during the period from and including 7 February 2011 to 24 February 2011 (the "Offer Period") |
| Applications for the Securities can be made in the Public Offer Jurisdiction through the Distributor in the Public Offer Jurisdiction during the Offer Period. The Notes will be placed into the Public Offer Jurisdiction by the Distributor. Distribution will he. - in accordance with the Distributor's usual procedures, notified to investors by the Distributor. |
|
| Details of the minimum and/or maximum amount of application: |
The minimum and maximum amount of application from the Distributor will be notified to investors by the Distributor. |
| Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: |
Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with any entitlement for compensation. |
Details of the method and time limits for paying up and delivering the Notes:
Manner in and date on which results of the offer are to be made public:
Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:
Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries:
Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Name(s) and address(es), to the extent known to the Bank, of the placers in the various countries where the offer takes place.
Investors will be notified by the Distributor of their allocations of Notes and the settlement arrangements in respect thereof.
Not Applicable
Not Applicable
Offers may be made by the Distributor in the Public Offer Jurisdiction to any person. Offers (if any) in other EEA countries will only be made by the Distributor. pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.
Each investor will be notified by the Distributor of its allocation Securities at the time of such investors application.
No dealings in the Securities may take place prior to the Issue Date of Tranche 1.
Not Applicable
The Distributor named above at: Deutsche Bank NV Marnixlaan 13-15 1000 Brussels