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Barclays PLC Capital/Financing Update 2011

Mar 11, 2011

5250_rns_2011-03-11_c8d7cfbb-8142-4e71-ae25-46f590d79a02.pdf

Capital/Financing Update

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BARCLAYS BANK PLC (Incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED (Incorporated as an exempted company with limited liability in the Cayman Islands) (Guaranteed by Barclays Bank PLC)

Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes

Issue by Barclays Bank PLC of £ 2,000,000 Zero Coupon Notes due March 2016

Series S1062

Issue Price: 100.00% of par

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so:

  • in circumstances in which no obligation arises for the Bank or the Dealer to publish a $(i)$ prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer: or
  • $(ii)$ in the Public Offer Jurisdiction mentioned in Paragraph 38 of the Final Terms relating to the Notes set out in Part A below, provided such person is one of the persons mentioned in Paragraph 38 of the Final Terms relating to the Notes set out in Part A below and that such offer is made during the Offer Period specified for such purpose therein

Neither the Bank nor the Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus (the "Base Prospectus") dated 30 March 2010, as supplemented and amended, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on Barclays Bank PLC (the "Bank") and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the registered office of the Bank (1 Churchill Place, London E14 5HP) and at the specified office of the Principal Notes Agent (One Canada Square, London E14 5AL) and copies may be obtained from those offices.

Barclays Capital

11 March 2011

The Bank accepts responsibility for the information contained in these Final Terms.

Each investor (a "Noteholder") by purchasing the Securities shall be deemed to have made its own independent investigations and assessment of (i) the Securities. (ii) the Warrants into which the Securities may be exchanged (the "Warrants"), (iii) the Preference Shares for which the Warrants are exercisable (the "Preference Shares" and, together with the Securities and the Warrants, the "Securities") and (iv) the commodity, equity, FX rate, index, inflation, a basket comprising a range or a combination of asset classes or other underlying asset(s) to which the return on the Securities is linked (the "Underlying") and the performance of the Underlying Furthermore, neither the Bank nor Barclays Capital (Cayman) Limited ("BCCL") is, and nor shall either of them be deemed to be, giving any assurances regarding the prospects or performance of the Underlying.

Each investor by purchasing the Securities shall be deemed to acknowledge its understanding and acceptance on the date on which it purchases the Securities and so becomes a Noteholder that (a) it is acting for its own account and it has made its own independent decision to purchase the Securities or a direct or indirect interest (including by way of participation) in the Securities and as to whether such a holding is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary; (b) it is not relying on any communication (written or oral) of the Bank or any affiliate thereof as investment advice or as a recommendation to purchase the Securities or a direct or indirect interest (including by way of participation) in the Securities: (c) it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of holding the Securities and, if exchanged, the Warrants and, if exercised, the Preference Shares or a direct or indirect interest (including by way of participation) in the same; and (d) neither the Bank nor any affiliate thereof is acting as a fiduciary for or an adviser to it in respect of the Securities. Each Noteholder, by purchasing the Securities, acknowledges that it has read and understood the Base Prospectus, including without limitation the risk factors set out in it.

The distribution of this document and the offer of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Final Terms may 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 "Subscription 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 (the "Securities Act") and are subject to U.S. tax law requirements. Trading in such securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to U.S. persons, nor may any U.S. persons at any time trade or maintain a position in such securities.

IMPORTANT NOTICE:

Prospective purchasers of the Notes should also be aware that the Note Issuer is expected to release their unaudited annual results for the year ended 31 December 2010 on or around 15 February 2011.

Disclaimers:

Disclaimers in respect of each Underlying (i) are as set out in Schedule 1 to these Final Terms.

FINAL TERMS

PARTA

FINAL TERMS RELATING TO THE NOTES

Parties
Note Issuer: Barclays Bank PLC
Dealer and Stabilising Manager: Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 5BB
Note Determination Agent: Barclays Capital Securities Limited
Provisions relating to the Notes
1. Title of the Notes: £ 2,000,000 Zero Coupon Notes due March 2016
2. (a) Series: S1062
(b) Tranche: $\mathbf{1}$
3. Specified Currency: Pounds Sterling ("£")
4. Aggregate principal amount of
the Notes:
(a) Series: £ 2,000,000
(b) Tranche: £ 2,000,000
5. Denomination and number of £1.00 (2,000,000 Notes)
Notes:
6. Form of Note: Temporary Global Note exchangeable
for
a a
Permanent Global Note
7. Note Trade Date: 10 January 2011
8. Note Issue Date: 11 March 2011
9. Note Issue Price: 100 per cent. of par
10. (specify
Relevant
Annex):
The following Relevant Annex
(es) shall apply to the Notes:
applicable
each
Not Applicable

Provisions relating to interest (if any) payable on the Note

Applicable $11.$ Interest:

(a) Calculation Amount: £1.00
(b) Interest Amount: N/A
(c) Interest Basis: Zero Coupon
(further particulars specified below)
(d) Interest Rate(s):
(i)
Fixed Rate:
Not Applicable
(ii)
Floating Rate
Not Applicable
Variable Rate:
(iii)
Not Applicable
Zero Coupon:
(iv)
Applicable: Amortisation Yield equals 0.00 per cent.
per annum
(e) Screen
Rate
Determination:
Not Applicable
(f) ISDA Determination: Not Applicable
(g) Margin: Not Applicable
(h) Minimum/Maximum
Interest Rate:
Not Applicable
(i) Interest
Commencement Date:
Not Applicable
(j) Interest Determination
Date:
Not Applicable
(k) Calculation
Interest
Periods:
Not Applicable
(i)
Interest Period
End Dates:
Not Applicable
(ii)
Interest
calculation
method
for
short or long
Interest
Calculation
Periods:
Not Applicable
(1) Interest Payment Dates: Not Applicable
(m) Day Count Fraction: Not Applicable
(n) Business
Day
Convention:
Following

$(o)$ Fall back provisions, Not Applicable rounding provisions, denominator and any other terms relating to the method of calculating interest, if different from those set out $in$ the Note Conditions:

Provisions regarding redemption

  • $12.$ Note Redemption Date: 11 March 2016, subject to adjustment in accordance with the Following Business Day Convention
  • $13.$ Call Option: Not Applicable
  • Specified Early Redemption: 14. Not Applicable
  • $15.$ Additional Disruption Events:
  • $(i)$ Change in Law: Applicable
  • $(ii)$ Tax Event: Applicable
  • $(iii)$ Hedging Disruption: Applicable
  • $(iv)$ Increased Cost $\sigma$ f Applicable Hedging:
  • $(v)$ Affected Jurisdiction Not Applicable Hedging Disruption:
  • Affected Not Applicable $(vi)$ Iurisdiction Increased Cost of Hedging:
  • $(vii)$ Other: Not Applicable

  • Note Early Redemption Date: The second Business Day after the Redemption Notice is received, provided that the Note Early Redemption Date must fall no later than two Business Days prior to the Note Redemption Date

  • $17.$ Early Cash Settlement Amount:

  • For the purpose of Note As stated in Condition 21 of the Note Conditions $(i)$ Condition 4 $2$ :
  • $(ii)$ For the purpose of Note As stated in Condition 21 of the Note Conditions Condition 4.4:
  • For the purpose of Note As stated in Condition 21 of the Note Conditions $(iii)$ Condition 11:
  • For the purpose of Note As stated in Condition 21 of the Note Conditions $(iv)$

Condition 20:

    1. Note Redemption Amount: £1.00 per Note unless on the Election Valuation Date the market value of a Warrant determined by the Note Determination Agent in good faith and in a commercially reasonable manner (the "Warrant Market Value") is more than £1.00 in which case the Note Redemption Amount shall be determined as follows:
  • $(a)$ if the Warrant Market Value is more than £1.00 but equal to or less than £1.02, the Note Redemption Amount shall be an amount equal to the Warrant Market Value; and
  • $(b)$ if the Warrant Market Value is more than £1.02, the Note Redemption Amount shall be £1.02.

$19.$ 10:00 am Brussels time (in the case of Euroclear Note Redemption Notice Time: Bank), 11:00 am Brussels time (if delivered by EUCLID) or 10:00 am Luxembourg time (in the case of Clearstream, Luxembourg)

Not Applicable

  1. Procedures for giving Note Issuer Redemption Notice and Noteholders' Notice if other than as specified in Condition $5.2(a)(ii):$

Not Applicable

  1. Procedures for giving Note Issuer Specified Early Redemption Event Redemption Notice and Specified Early Redemption Event Note Redemption Notice if other than as specified in Condition $5.2(a)(iii):$

  2. Procedure for giving Special Note Redemption Notice and Noteholders' Notice if other than as specified in Condition $5.2(a)(iv):$

Not Applicable

  1. Warrants which may be Share and Index Linked Warrants, Series WS1062, purchased using the Note issued by Barclays Capital (Cayman) Limited and quaranteed by Barclays Bank PLC. The Warrants Redemption Amount: are exercisable for Class 46I Redeemable Preference Shares in Barclays Capital (Cayman) Limited quaranteed by Barclays Bank PLC.
24. Election Valuation Date: 4 March 2016

relating to Provisions Relevant Annexes

25. Equity Linked Provisions: Not Applicable
26. Index Linked Provisions: Not Applicable
27. Inflation Linked Provisions: Not Applicable
28. FX Linked Provisions: Not Applicable
29. Commodity Linked Provisions: Not Applicable
General
30. Warrant Delivery Date: As defined in Condition 21 of the Note Conditions
31. Additional Business Centres: None
32. Other relevant Conditions: Not Applicable
33. Selling Restrictions: As described in the Base Prospectus
34. Total
commission
and
concession:
Up to 6.5 per cent. of the Issue Price may be paid to
the relevant Financial Intermediary. Further details
available upon request.
35. Relevant Clearing Systems: Euroclear and Clearstream, Luxembourg
36. Non-exempt Offer An offer of the Notes may be made by the Dealer or
Merchant
(each
"Financial
Capital
a
by
Intermediary"
and together,
the
"Financial
Intermediaries") other than pursuant to Article 3(2)
of the Prospectus Directive in the United Kingdom
(the "Public Offer Jurisdiction") during the period
from and 17 January 2011 to an including 4 March
2011 of the Notes. See further Paragraph 8 of Part
B below.
37. Changes to Principal
Note
Agent or Registrar or other
agents appointed:
None
38. Provisions
relating
to
redenomination:
Not Applicable
ISIN Code: Operational Information
XS0579251322

Common Code: 057925132 Other Codes: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and public offer in the Public Offer Jurisdiction and admission to trading on and admission to the Official List of the London Stock Exchange of the Notes described herein pursuant to the Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes of Barclays Bank PLC.

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading the issue of the Notes described herein pursuant to the Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes of Barclays Bank PLC.

FINAL TERMS RELATING TO THE WARRANTS

Parties

1. Warrant Issuer: Barclays Capital (Cayman) Limited
2. Warrant Guarantor: Barclays Bank PLC
3. Warrant
Determination
Agent:
Barclays Capital Securities Limited
Provisions relating to the Warrants
4. (a) Series: 2,000,000
(b) Tranche: 1
5. Number of Warrants being
issued:
(a) Series: 2,000,000
(b) Tranche: 2,000,000
6. Warrant Trade Date: 10 January 2011
7. Warrant Issue Date: 11 March 2011
8. Warrant Issue Price: £1.00 per Warrant
9. Preference Shares for which
the
Warrants
be
may
exercised:
Class 46I Redeemable Preference Shares in Barclays
Capital (Cayman) Limited guaranteed by Barclays
Bank PLC
10. The
following
Relevant
Annex(es) shall apply to the
Warrants
(specify
each
applicable
Relevant
Annex):
Equity Linked Annex
11. Additional Disruption Events:
(i) Change in Law: Applicable
(ii) Tax Event: Applicable
(iii) Hedging Disruption: Applicable
(iv) Increased
Cost
of
Hedging:
Applicable
(v) Affected
Jurisdiction
Hedging Disruption:
Not Applicable
(vi) Affected
Jurisdiction
Increased
Cost
of
Hedging:
Not Applicable

$(vii)$ Other: Not Applicable

$12.$ Warrant Exercise Price:

The Warrant Exercise Price shall be calculated in accordance with the following:

£ 2.00 - Underlying Performance

The Warrant Exercise Price of each Warrant will constitute the issue price of the relevant Preference Share.

If it appears that the Warrant Exercise Price may be less than £0.01 or a negative number as determined in accordance with the formula set out above, the Warrant Determination Agent shall, in its sole and absolute discretion, adjust the Warrant Exercise Price and the redemption amount per Preference Share so as to ensure that the Warrant Exercise Price per Warrant exercised is not less than £0.01 or is not a negative number.

Where:

"Accrual" means the value of £1.00 increased by interest at overnight GBP LIBOR compounded from, but excluding, the applicable Observation Date (i) to, and including, the Final Valuation Date. For the avoidance of doubt, if the applicable Observation Date (i) is the Final Valuation Date, Accrual will be equal to £1.00.

"Decrease Amount" or "DA" will be determined in accordance with the following:

(A) If, in respect of each Underlying (i), $Ff > 50\%$ x Fi, then DA will be equal to: 0

otherwise

(B) If, in respect of each Underlying (i), $Ff \le 50\%$ x Fi, then DA will be calculated as follows:

£ 1.00 x max(1.00 - (Ffworst/Fiworst), 0)

"Dividend" or "Div" means dividend yield of the Worst Performing Underlying expressed as a continuously compounded annual rate from, and including, the Final Valuation Date to, and including, the Warrant Exercise Valuation Date as determined by the Warrant Determination Agent, in its sole and absolute discretion.

"Election Valuation Date" means 4 March 2016.

"Exercise Underlying Level" or "EUL" means the Underlying Level of the Worst Performing Underlying on the Warrant Exercise Valuation Date.

"Final Underlying Level" or "Ff" means, in respect of each Underlying (i), the Underlying Level on the Final Valuation Date.

"Final Valuation Date" means the Election Valuation Date

"Ffworst" means the Final Underlying Level of the Worst Performing Underlying.

"Fiworst" means the Initial Underlying Level of the Worst Performing Underlying.

"FR1" means, in respect of each Underlying (i), the Underlying Level on Observation Date 1.

"FR2" means, in respect of each Underlying (i), the Underlying Level on Observation Date 2.

"FR3" means, in respect of each Underlying (i), the Underlying Level on Observation Date 3.

"FR4" means, in respect of each Underlying (i), the Underlying Level on Observation Date 4.

"Fixed Amount" will be calculated in accordance with the following:

  • If, in respect of each Underlying (i), FR1 $\ge$ $(A)$ 100% x Fi, then the Fixed Amount will be $£1.12:$
  • $(B)$ Subject to (A), if, in respect of each Underlying (i), FR2 $\geq$ 100% x Fi, then the Fixed Amount will be £1.24;
  • $(C)$ Subject to $(A)$ and $(B)$ , if, in respect of each Underlying (i), FR3 $\geq$ 100% x Fi, then the Fixed Amount will be £1.36;
  • $(D)$ Subject to $(A)$ , $(B)$ and $(C)$ , if, in respect of each Underlying (i), $FR4 \ge 100\%$ x Fi, then the Fixed Amount will be £1.48:
  • If none of $(A)$ , $(B)$ , $(C)$ and $(D)$ applies, then $(E)$ the Fixed Amount will be calculated as follows:

(x) If, in respect of each Underlying (i), $Ff > 100\%$ x Fi, Fixed Amount = $£1.60;$

otherwise

(y) If, in respect of either Underlying (i), Ff < $100\%$ x Fi, Fixed Amount = $£1.00 - DA$

"GBP LIBOR" means the daily reference rate for deposits in GBP, which appears on Bloomberg ticker: BP00O/N Index at 11:00 a.m., London time, as observed daily.

"Initial Valuation Date" means 4 March 2011.

"Initial Underlying Level" or "Fi" means, in respect of each Underlying (i), the Underlying Level on the Initial Valuation Date.

"Observation Date (i)" means for the purposes of Accrual, the date on which the Fixed Amount is determined (being, for the avoidance of doubt, either Observation Date 1, Observation Date 2, Observation Date 3, Observation Date 4 or Observation Date 5) (where i represents an Observation Date from 1 to 5).

"Observation Date 1" means 5 March 2012.

"Observation Date 2" means 4 March 2013.

"Observation Date 3" means 4 March 2014

"Observation Date 4" means 4 March 2015.

"Observation Date 5" means the Final Valuation Date.

"Performance" means, in respect of each Underlying (i), an value calculated as follows:

Final Underlying Level/ Initial Underlying Level

"Reference Underlying Level" or "RUL" means the Underlying Level of the Worst Performing Underlying on the Scheduled Trading Day following the Final Valuation Date.

"Time" or "T" means the period (expressed in years or fractions of a year (as the case may be)) from and including the Final Valuation Date to and including the Warrant Exercise Valuation Date

"Underlying Accrual" will be calculated in accordance with the following:

EUL / (RUL x Exp(-Dividend x Time))

"Underlying Level" means:

(i) In respect of the Share, the price of the Share at the Valuation Time on a Scheduled Trading Day; and

(ii) In respect of Index 1 and Index 2, the level
of each Index at the Valuation Time on a
Scheduled Trading Day.
"Underlying Performance" will be calculated in
accordance with the following:
Fixed Amount x (Accrual / £ 1.00) x Underlying Accrual
"Warrant Exercise Valuation Date" means 24 March
2016.
"Worst Performing Underlying" means, in respect of
each Underlying (i), the Underlying (i) with the lowest
calculated Performance as determined
by the
Determination Agent in its sole discretion.
13. Warrant Exercise Date: 29 March 2016, provided that, if such date is not a
Business Day, the Warrant Exercise Date shall be the
immediately succeeding Business Day.
14. Warrant Settlement Date: 29 March 2016 or, if such day is not a Business Day,
the immediately following Business Day.
15. Specified Early Exercise Event: Not Applicable
16. (i) Option
to
vary
settlement applies:
Yes
(ii) the
lf
Cash
yes,
Settlement Amount:
The Cash Settlement Amount shall be calculated in
accordance with the following:
Underlying Performance
If it appears that the Cash Settlement Amount may be
a negative number as determined in accordance with
the
formula
set
out
above,
the
Warrant
Determination Agent shall, in its sole and absolute
discretion, adjust the Cash Settlement Amount so as
to ensure that the Cash Settlement Amount per
Warrant exercised is not a negative number.
(iii) lf
the
Cash
yes,
Settlement Date:
Condition 4.3 applies
17. Early
Amount:
Cash
Settlement
As set out in Condition 6 of the Warrants Conditions
18. Amount: Guaranteed Cash Settlement The Guaranteed Cash Settlement Amount (as defined
in Condition 3 of the Warrant Conditions) will be
calculated by the Warrant Determination Agent in its
sole and absolute discretion or, if the Warrant Issuer
has elected to vary settlement of the Warrants in
accordance with Condition 4.3 of the Warrant
Conditions, will be the Cash Settlement Amount.
19. Early
Period:
Cancellation
Notice
As stated in Condition 4.4 of the Warrant Conditions
20. Early Cancellation Date: As stated in Condition 4.4 of the Warrant Conditions
21. Equity Linked Warrants: Applicable
(i) Share $(s)$
(each
a
"Reference Asset"):
A basket comprising a Share and two Indices (as
described in paragraph 22) (each an "Underlying (i)")
iShares MSCI Brazil Index Fund Shares (Bloomberg:
EWZ UP ) (the "Share")
(ii) Exchange[s]: The New York Stock Exchange
(iii) Related Exchange[s]: All Exchanges
(iv) Weighting for each
Reference
Asset
the
comprising
Basket of Reference
Assets:
Not Applicable
(v) Initial Price of each
Reference Asset:
Not Applicable
(vi) Substitution
of
Shares:
Applicable
(vii) Averaging: Not Applicable
(viii) Additional Disruption
Event in respect of
Linked
Equity
Warrants:
Fund Disruption Event
(ix) FX Disruption Event: Not Applicable
(x) Valuation Date: Each date on which the Underlying (i) is observed, as
detailed in paragraph 12 of these Warrant Final
Terms
(xi) Valuation Time Definitions in Part C of Equity Linked Annex applies
(xii) Other adjustments: Not Applicable
22. Index Linked Warrants: Applicable
(xiii) Index/Indices (each a
"Reference Asset"):
A basket comprising a Share (as described in
paragraph 21) and two Indices (each an "Underlying
$(i)$ ").
The Hang Seng China Enterprise Index, as
(i)
calculated and sponsored by HSI Services Limited and
Hang Seng Data Services Limited (for the purposes of
this Index, an "Index Sponsor") (Bloomberg code:
HSCEI ) ("Index 1").
MSCI Singapore Index, as calculated and
(ii)
sponsored by Morgan Stanley Capital International
Inc. (for the purposes of this Index, an "Index
Sponsor") (Bloomberg code: SIMSCI Index) ("Index
2")
Exchange[s]:
(xiv)
(i) In respect of Index 1, Hong Kong Stock Exchange;
and
(ii) In respect of Index 2, Singapore Stock Exchange.
(xv) Related Exchange[s]: In respect of Index 1 and Index 2, All Exchanges
(xvi) Weighting for each
Reference
Asset
comprising
the
Basket of Reference
Assets:
Not Applicable
(xvii) Averaging: Not Applicable
(xviii)
Additional Disruption
Event in respect of
Index
Linked
Warrants:
(xix)
FX Disruption Event:
Valuation Date:
(xx)
Specified
(xxi)
methodology
for
determining
Index
Level if the Valuation
Date is a Disrupted
Day:
Not Applicable
Not Applicable
Each date on which the Underlying (i) is observed, as
detailed in paragraph 12 of these Warrant Final
Terms
As defined in paragraph 1.4 of Part B of the Equity
Linked Annex
(xxi) Valuation Time: As defined in Part C of the Equity Linked Annex
(xxiii) Other adjustments: Not Applicable
23. Inflation Linked Warrants: Not Applicable
24. FX Linked Warrants: Not Applicable
25. Commodity Linked Warrants: Not Applicable
26. Relevant Clearing Systems: Euroclear and Clearstream, Luxembourg
27. Additional Business Centres: None
28. Other Conditions: Not Applicable
29. Preference Share Redemption
Date:
5 April 2017

ISIN Number: KYG0802G6288 Common Code: 57944498

FINAL TERMS RELATING TO THE PREFERENCE SHARES

1. Preference Share Issuer: Barclays Capital (Cayman) Limited
2. Preference Share Issue Date: 29 March 2016
3. Preference Share Class: Class 46I
4. Preference
Redemption Amount:
Share $E2.00 \times (1 + \text{Share Increase})$
5. Preference
Share
Redemption Date:
5 April 2017
6. Warrant Settlement Date: The date defined as such in the Warrant Final Terms
7. Preference Share Agent: The Bank of New York Mellon
(Appointment only operative once Global Preference
Share delivered to a common depositary for Euroclear
and Clearstream, Luxembourg)
8. Form of Preference Shares: Global registered
9. Preference Share Issue Price: See paragraph 12 of Warrant Final Terms
10. Minimum tradeable size: One Preference Share
ISIN Number:
KYG0802G6361

Common Code: 57944978

$\mathbf{1}$ . LISTING AND ADMISSION TO TRADING

$(i)$ Listing and Application has been made by the Bank (or on its admission behalf) for the Notes to be admitted to trading on and to trading: admitted to the Official List of the London Stock Exchange's regulated market with effect on or around the Note Issue Date of Tranche 1.

No application has been or will be made to list or admit to trading the Warrants and the Preference Shares on any stock exchange or market.

$\overline{2}$ . RATINGS

Ratings of the Notes: The Notes have not been individually rated.

$\overline{3}$ . NOTIFICATION

Not Applicable

$\overline{4}$ . INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE NOTE ISSUE

Save for any fees payable to the Dealer, so far as the Bank is aware, no person involved in the issue of the Notes has an interest material to the offer.

    1. YIELD OF THE NOTES (FIXED Not Applicable RATE NOTES ONLY) INDICATION OF YIFI D'
    1. HISTORIC INTEREST RATES (FLOATING RATE NOTES ONLY)

Not Applicable

$\overline{7}$ . PERFORMANCE OF THE UNDERLYING, EXPLANATION OF EFFECT ON VALUE OF THE SECURITIES AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

Information relating to the Share including its past and future performance and volatility, may be obtained from Bloomberg screen page: EWZ UP .

Information relating to each Index including its past and future performance and volatility, may be obtained from Bloomberg screen page: (i) HSCEI , in respect of Index 1; and (ii) SIMSCI Index, in respect of Index 2.

Investors should note that historical performance should not be taken as an indication of future performance.

The table below shows the possible returns for different scenarios, based on an investment of $£10,000$ . The below figures are examples only and that changes in the Underlying Level have been chosen to demonstrate the potential returns to an investor.

Year Underlying Level
of Underlying 1
$\geq$ 100% after "x"
number of
years?
Underlying
Level of
Underlying 2
$\geq$ 100% after
"x" number of
years?
Underlying
Level of
Underlying 3
$\geq$ 100% after
"x" number of
years?
Ffworst/Fiworst Possible return
based upon
£10,000
investment
1 Yes Yes Yes Not Applicable £11,200
$\mathbf{1}$ N o No No Not Applicable Not Applicable
$\overline{2}$ Yes Yes Yes Not Applicable £12,400*
$\overline{2}$ N o N o N o Not Applicable Not Applicable
3 Yes Yes Yes Not Applicable £13,600*
3 N o No No Not Applicable Not Applicable
$\overline{4}$ Yes Yes Yes Not Applicable £14,800*
$\overline{4}$ N o N o N o Not Applicable Not Applicable
5 Yes Yes Yes Not Applicable £16,000*
5 N o No No 95% £10,000*
5 N o No N o 90% £10,000*
$\overline{5}$ No No N o 80% £10,000*
5 N o No No 70% £10,000*
5 N o N o N o 60% £10,000*
5 N o N o N o 50% £5,000*
5 N o No No 40% £4,000*
5 No No No 30% £3,000*

* Based on the assumption that no Fixed Amount has been previously locked-in.

In certain circumstances (including at the Note Issuer's option or for reasons of illegality or as a result of a change in law or hedging disruption) the Notes may be redeemed early. In such cases, the amount payable will be an amount in cash which shall be the market value of a Note adjusted to take into account any costs, losses or expenses which are incurred (or are expected to be incurred) by (or on behalf of) the Note Issuer in connection with the early redemption or cancellation of the Notes (including (without duplication or limitation) hedging termination and funding breakage costs (whether actual or notional)), all as determined by the Note Determination Agent in its sole and absolute discretion. If the Warrants cannot be delivered through the clearing systems because of a continuing Settlement Disruption Event, the Note Issuer may deliver the Warrants in another commercially reasonable manner or may instead pay an amount in cash representing the fair market value of the Warrant less the cost to the Note Issuer and/or its Affiliates of unwinding any underlying hedging arrangements, all as determined by the Note Determination Agent in its sole and absolute discretion. In the case of an early termination, the Noteholder will not receive the full benefit of any increase in the Underlyings that takes place after the early termination and before the Election Valuation Date.

It is also possible that the Warrants could be terminated early for reasons of illegality. In such a case, the Warrant Issuer will pay to each Warrantholder an amount in respect of each Warrant held by such holder, which amount shall be the market value of a Warrant notwithstanding such illegality adjusted to take into account any costs, losses or expenses which are incurred (or are expected to be incurred) by (or on behalf of) the Warrant Issuer in connection with the cancellation of the Warrants (including (without duplication or limitation) hedging termination and funding breakage costs (whether actual or notional)) plus, if already paid by or on behalf of the Warrantholder, the Warrant Exercise Price, all as determined by the Warrant Determination Agent in its sole and absolute discretion. If the Preference Shares are to be delivered through the clearing systems and cannot be so delivered because of a continuing Settlement Disruption Event, BCCL may deliver the Preference Shares in another commercially reasonable manner or may instead pay an amount in cash representing the fair market value of the Preference Share less the cost to the Warrant Issuer and/or its Affiliates of unwinding any underlying hedging arrangements, all as determined by the Warrant Determination Agent in its sole and absolute discretion.

Investors should note that the Note Determination Agent and the Warrant Determination Agent are entities in the same group as the Note Issuer and the Warrant Issuer, respectively, and may therefore be subject to conflicts of interest in performing their respective duties under the Notes and the Warrants.

8. TERMS AND CONDITIONS OF THE OFFER

Non-exempt public offer provisions: Applicable
Offer Price: Issue Price of the Notes.
Conditions to which the offer is subject: Not Applicable
Description of the application process: Applications for the Notes can be made in the
Public Offer Jurisdiction through the relevant
Financial Intermediary in the Public Offer
Jurisdiction. The Notes will be placed into the
Public Offer Jurisdiction by the Financial
Intermediaries.
Distribution
will
be
in
accordance with the relevant
Financial
Intermediary's usual procedures, notified to
the
relevant
investors
by
Financial
Intermediary.
Details of the minimum and/or maximum
amount of application:
The minimum and maximum amount of
application from each Financial Intermediary
will be notified to investors by the relevant
Financial Intermediary.
of
reduce
Description
possibility
to
subscriptions and manner for refunding
excess amount paid by applicants:
Subscription orders may be reduced in case of
oversubscription, excess amount of funds paid
reduced without delay with
being
no
entitlement for compensation.
Details of the method and time limits for
paying up and delivering the Notes:
Investors will be notified by the relevant
Financial Intermediary of their allocations of
Notes and the settlement arrangements in
respect thereof.

Manner in and date on which results of the Not Applicable 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:

Not Applicable

Offers may be made by each Financial Intermediary in the Public Offer Jurisdiction to any person. Offers (if any) in other EEA countries will only be made by a Financial Intermediary pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus. For the avoidance of doubt, no action has been made or will be taken that would permit a public offering of the Notes or possession or distribution of any offering material in relation to the Notes in any jurisdiction (other than the Public Offer Jurisdiction) where action for that purpose is required.

Each investor will be notified by the relevant Financial Intermediary of its allocation of Notes at the time of such investor's application.

No dealings in the Notes may take place prior to the Note Issue Date of Tranche 1.

Not applicable

Merchant Capital Aldermary House 10-15 Queen Street London EC4N 1TX

Schedule 1

Disclaimers

Underlying 1: iShares MSCI Brazil Index Fund Shares disclaimer:

iShares is a registered mark of BlackRock Institutional Trust Company, N.A. ("BTC"). BTC has licensed certain trademarks and trade names of BlackRock to Barclays Bank PLC. The product is not sponsored, endorsed, sold, or promoted by BTC or any of its affiliates (collectively "BlackRock"). BlackRock makes no representations or warranties to the owners of the Securities or any member of the public regarding the advisability of investing in the product. BlackRock has no obligation or liability in connection with the operation, marketing, trading or sale of the product.

THIS FINANCIAL PRODUCT IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MORGAN STANLEY CAPITAL INTERNATIONAL INC. ("MSCI"), ANY AFFILIATE OF MSCI OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX. THE MSCLINDEXES ARE THE EXCLUSIVE PROPERTY OF MSCL. MSCLAND THE MSCL INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY BARCLAYS BANK PLC (THE "LICENSEE"). NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FINANCIAL PRODUCT OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN FINANCIAL SECURITIES GENERALLY OR IN THIS FINANCIAL PRODUCT PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS FINANCIAL PRODUCT OR THE ISSUER OR OWNER OF THIS FINANCIAL PRODUCT. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUERS OR OWNERS OF THIS FINANCIAL PRODUCT INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NEITHER MSCI, ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS FINANCIAL PRODUCT TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THIS FINANCIAL PRODUCT IS REDEEMABLE FOR CASH. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN. OR RELATED TO. THE MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION OR LIABILITY TO THE OWNERS OF THIS FINANCIAL PRODUCT IN CONNECTION WITH THE ADMINISTRATION. MARKETING OR OFFERING OF THIS FINANCIAL PRODUCT.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE. NEITHER MSCI. ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN. OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS OR COUNTERPARTIES, ISSUERS OF THE FINANCIAL SECURITIES, OWNERS OF THE FINANCIAL SECURITIES, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI. ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX SHALL HAVE ANY LIABILITY FOR ANY ERRORS. OMISSIONS OR INTERRUPTIONS OF OR IN

CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND MSCI, ANY OF ITS AFFILIATES AND ANY OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO ANY MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI, ANY OF ITS AFFILIATES OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

No purchaser, seller or holder of this security, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting MSCI to determine whether MSCI's permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

Underlying 2: Hang Seng China Entreprise Index disclaimer:

The Hang Seng China Enterprises Index (the "Index") is published and compiled by Hang Seng Indexes Company Limited pursuant to a licence from Hang Seng Data Services Limited. The mark(s) and name(s) Hang Seng China Enterprises Index are proprietary to Hang Seng Data Services Limited. Hang Seng Indexes Company Limited and Hang Seng Data Services Limited have agreed to the use of, and reference to, the Index by Barclays Bank PLC in connection with the Index Linked Notes (the "Product"), BUT NEITHER HANG SENG INDEXES COMPANY LIMITED NOR HANG SENG DATA SERVICES LIMITED WARRANTS OR REPRESENTS OR GUARANTEES TO ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON (i) THE ACCURACY OR COMPLETENESS OF ANY OF THE INDEX(ES) AND ITS COMPUTATION OR ANY INFORMATION RELATED THERETO; OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF THE INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT; OR (iii) THE RESULTS WHICH MAY BE OBTAINED BY ANY PERSON FROM THE USE OF THE INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR REPRESENTATION OR GUARANTEE OF ANY KIND WHATSOEVER RELATING TO THE INDEX IS GIVEN OR MAY BE IMPLIED. The process and basis of computation and compilation of the Index and any of the related formula or formulae, constituent stocks and factors may at any time be changed or altered by Hang Seng Indexes Company Limited without notice.

TO THE EXTENT PERMITTED BY APPLICABLE LAW. NO RESPONSIBILITY OR LIABILITY IS ACCEPTED BY HANG SENG INDEXES COMPANY LIMITED OR HANG SENG DATA SERVICES LIMITED (i) IN RESPECT OF THE USE OF AND/OR REFERENCE TO THE INDEX BY BARCLAYS BANK PLC IN CONNECTION WITH THE PRODUCT; OR (ii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES OR ERRORS OF HANG SENG INDEXES COMPANY LIMITED IN THE COMPUTATION OF THE INDEX; OR (iii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION USED IN CONNECTION WITH THE COMPUTATION OF THE INDEX WHICH IS SUPPLIED BY ANY OTHER PERSON; OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY OR INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON DEALING WITH THE PRODUCT AS A RESULT OF ANY OF THE AFORESAID. AND NO CLAIMS, ACTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HANG SENG INDEXES COMPANY LIMITED AND/OR HANG SENG DATA SERVICES LIMITED in connection with the Product in any manner whatsoever by any broker, holder or other person dealing with the Product. Any broker, holder

or other person dealing with the Product does so therefore in full knowledge of this disclaimer and can place no reliance whatsoever on Hang Seng Indexes Company Limited and Hang Seng Data Services Limited. For the avoidance of doubt, this disclaimer does not create any contractual or quasi-contractual relationship between any broker, holder or other person and Hang Seng Indexes Company Limited and/or Hang Seng Data Services Limited and must not be construed to have created such relationship.

Underlying 3: MSCI Singapore Index disclaimer:

THIS FINANCIAL PRODUCT IS NOT SPONSORED. ENDORSED. SOLD OR PROMOTED BY MORGAN STANLEY CAPITAL INTERNATIONAL INC. ("MSCI"), ANY AFFILIATE OF MSCI OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX. THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY BARCLAYS BANK PLC (THE "LICENSEE"). NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FINANCIAL PRODUCT OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN FINANCIAL SECURITIES GENERALLY OR IN THIS FINANCIAL PRODUCT PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS FINANCIAL PRODUCT OR THE ISSUER OR OWNER OF THIS FINANCIAL PRODUCT. NEITHER MSCI. ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN. OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUERS OR OWNERS OF THIS FINANCIAL PRODUCT INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NEITHER MSCI, ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS FINANCIAL PRODUCT TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EOUATION BY WHICH THIS FINANCIAL PRODUCT IS REDEEMABLE FOR CASH. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN. OR RELATED TO. THE MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION OR LIABILITY TO THE OWNERS OF THIS FINANCIAL PRODUCT IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS FINANCIAL PRODUCT.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS OR COUNTERPARTIES, ISSUERS OF THE FINANCIAL SECURITIES, OWNERS OF THE FINANCIAL SECURITIES, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN. OR RELATED TO, MAKING OR COMPILING ANY MSCLINDEX SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND MSCI, ANY OF ITS AFFILIATES AND ANY OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY MSCLINDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI, ANY OF ITS AFFILIATES OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

No purchaser, seller or holder of this security, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting MSCI to determine whether MSCI's permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.