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Barclays PLC — Capital/Financing Update 2011
Mar 9, 2011
5250_rns_2011-03-09_42381043-24ee-424f-a1f8-2bb3d7f4b9e5.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
USD 1,500,000 FX Linked Notes due September 2012 (the "Notes")
Series GSN30524
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 9 March 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 |
| $Manager[s]$ : | 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 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 | (i) | Series: | GSN30524 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| $\overline{2}$ | Currency: | United states dollar ("USD") | |
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 1,500,000 | |
| (ii) | Specified Denomination: | USD 1,000 | |
| (iii) | Calculation Amount per Security as at the Issue Date: |
Specified Denomiantion | |
| 4 | Certificates: | N/A | |
| 5 | Form: | ||
| (i) | Global/Definitive/Uncertificated | Global Bearer Securities: | |
| and 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: | 25 February 2011 | |
| 7 | Issue Date: | 9 March 2011 | |
| 8 | Redemption Date: | 18 September 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 to the Securities (specify each |
FX Linked Annex |
Provisions relating to interest (if any) payable on the Securities
applicable Relevant Annex):
| 12 | Interest: | Applicable | ||
|---|---|---|---|---|
| 13. | Interest Amount: | (i) In respect of the first Interest Payment Date, the Interest Amount will be equal to 1.50 per cent. of the Calculation Amount per Security. |
||
| In respect of the subsequent Interest (ii) Payment Date, the Interest Amount will be equal to 3.00 per cent. of the Calculation Amount per |
| Security. | |||
|---|---|---|---|
| 14 | Interest Rate[s]: | N/A | |
| 15 | N/A Screen Rate Determination: |
||
| 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: | 19 September 2011 and the Redemption Date, each subject to adjustment in accordance with the Business Day Convention. |
|
| 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 | |||
| 25 | Settlement Method: | For the purposes of Condition 5.1 of the Base Conditions: Cash Settlement |
|
| 26 | Settlement Currency: | USD | |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
|
| 28 | Terms relating to Cash Settled Securities: | ||
| Final Cash Settlement Amount: (i) |
An amount per Note payable in USD on the Redemption Date, calculated in accordance with the following formula: |
||
| Calculation Amount x (100% + 50%(USD-BRL strike - USD-BRL Final ) / USD-BRL Final ) | |||
| Where: | |||
| "BRL" means Brazilian Real | |||
| "USD-BRL strike " means the Specified Rate on the Strike Date. |
|||
| "USD-BRL Final " means the specified Rate on the Valuation Date |
| "Strike Date" means 9 March 2011 | ||||
|---|---|---|---|---|
| (ii) | Early Cash Settlement Amount: | defined in Condition 24 of the Base As 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 | ||
| N/A 35 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: |
||||
| 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: | Applicable | ||
| (i) | Single FX Rate, Basket of FX Rates, FX index, or FX-linked product (each a "Reference Asset"): |
USD-BRL the value in unit of BRL of one unit of USD. |
||
| (ii) | FX Rate Source(s): | Reuters Page BRFR | ||
| (iii) | Specified Time: | 6.00 p.m. Sao Paulo | ||
| (iv) | Specified Rate: | In respect of a scheduled Trading Day, the USD- BRL as stated on the FX Rate Source at the Specified Time |
||
| (v) | Spot Rate: | N/A | ||
| (vi) | Principal Financial Centre: | As per the FX Linked Annex | ||
| (vii) | Elective FX Disruption Event: | N/A | ||
| (viii) | FX Disruption Events: | Applicable - As per the FX Linked Annex | ||
| (ix) | Valuation Date: | 6 September 2012 | ||
| (x) | Valuation Time: | Specified Time | ||
| (xi) | Averaging: | N/A | ||
| (xii) | Rate Calculation Date: | (a) Strike Date |
| (b) Valuation Date | ||||
|---|---|---|---|---|
| (xiii) | Business Day Convention relating to Valuation Date |
Modified Following | ||
| 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 | N/A | |||
| 45 | Minimum Settlement Amount: | USD 25,000 and integral multiples of USD 1,000 in excess thereof. |
||
| 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): | (a) In respect of payments: London and New York (b) In respect of valuations: Sao Paulo |
||
| Selling restrictions and provisions relating to certification | ||||
| 50 | Non-US Selling Restrictions: | As described in the Base Prospectus. | ||
| No offers, sales, re-sales or deliveries of any Notes or distribution of any offering material relating to the Notes, directly or indirectly, may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any obligation on the Issuer, the Manager and the Determination Agent. |
||||
| 51 | Applicable TEFRA exemption: | TEFRA D Rules Applicable | ||
| General | ||||
| 52 | Business Day Convention: | Modified Following |
| Clearstream, Luxembourg | ||
|---|---|---|
| 54 | If syndicated, names of Managers: | N/A |
| 55 | Details relating to Partly Paid Securities: | N/A |
| 56 | Relevant securities codes: | ISIN: XS0568948375 |
| Common Code: 056894837 | ||
| 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
$(i)$ 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 300 GBP plus VAT admission to trading: RATINGS Ratings: The Securities have not been individually rated.
NOTIFICATION 3
$N/A$
$\mathbf{1}$
$\overline{2}$
$\overline{4}$ 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.
5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
- Reasons for the offer: $(i)$ General funding
- $(ii)$ Estimated net proceeds: $N/A$
- $(iii)$ $N/A$ Estimated total expenses:
FIXED RATE SECURITIES ONLY - YIELD 6
LISTING AND ADMISSION TO TRADING
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 RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF $\overline{9}$ 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 $number(s)$ : |
N/A |
|---|---|
| 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: |
Nο |
11 OFFER INFORMATION
The Issue Price includes a commission element to be shared with a third party, which will be no more than 2.75 per cent. of the Issue Price. Further details of which are available upon request.