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Barclays PLC — Capital/Financing Update 2011
Mar 30, 2011
5250_rns_2011-03-30_e1c386a1-1d0f-48f8-be77-58970605b7aa.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 9,000,000 CMS Linked Securities due 30 March 2021 (the "Notes") Series GSN30111 under the Global Structured Securities Programme
Issue Price: 100.00% 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 30 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 |
$\sim$ $\sim$
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
$(i)$
$(ii)$
Fixed Rate:
Floating Rate:
| 1 | (i) | Series: | GSN30111 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| 2 | Currency: | EURO ("EUR") | |
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 9,000,000 | |
| (ii) | Specified Denomination: | EUR 1,000 | |
| (iii) | Calculation Amount per Security as at the Issue Date: |
EUR 1,000 | |
| 4 | Certificates: | N/A | |
| 5 | Form: | ||
| (i) | Global/Definitive/Uncertificated and | Global Bearer Securities: | |
| dematerialised: | Temporary Global Security, exchangeable 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: | 2 February 2011 | |
| 7 | Issue Date: | 30 March 2011 | |
| 8 | Redemption Date: | 30 March 2021, subject to adjustment in accordance with Business Day Convention |
|
| 9 | Issue Price: | 100.00% 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 applicable Relevant Annex): |
N/A | |
| Provisions relating to interest (if any) payable on the Securities | |||
| 12 | Interest: | Applicable | |
| 13 | Interest Amount: | As set out in Conditions 4 and 24 of the Base Conditions |
|
| 14 | Interest Rate[s]: |
In respect of each Interest Calculation Period, the Interest Rate shall be calculated, with reference to ISDA Determination, in
$N/A$
accordance with the following formula: 0.9 x (30 Years EUR CMS)% per annum Where: "30 Years EUR CMS" means as set out in paragraph 16 below $(iii)$ Variable Rate: $N/A$ $N/A$ $(iv)$ Zero Coupon: 15 Screen Rate Determination: $N/A$ 16 ISDA Determination: Applicable EUR-ISDA-EURIBOR Swap Rate -11:00 as (i) Floating Rate Option: displayed on Reuters Screen ISDAFIX2 Page (ii) Designated Maturity: 30 years The first day of each Interest Calculation (iii) Reset Date: Period 17 Margin: $N/A$ 18 Minimum/Maximum Interest Rate: Applicable $(i)$ Minimum Interest Rate 4.00 per cent. $(ii)$ Maximum Interest Rate 7.00 per cent. 19 Interest Commencement Date: Issue Date 20 Interest Determination Date: The date falling two London and TARGET Business Days prior to the first day of each Interest Calculation Period 21 Interest Calculation Periods: Each period from and including one Interest Payment Date to but excluding the following Interest Payment Date, provided that the first Interest Calculation Period shall commence on and including the Issue Date and the final Interest Calculation Period shall end on but excluding the Redemption Date. $(i)$ Interest Period End Dates: Each Interest Payment Date, without adjustment to the Business Day Convention $(ii)$ $N/A$ Interest calculation method for short or long Interest Calculation Periods: 22 Interest Payment Dates: 30 March in each year, from and including 30 March 2012 to and including the Redemption Date, subject to adjustment in accordance with the Business Day Convention 30/360 23 Day Count Fraction: 24 $N/A$ 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:
Provisions relating to Redemption
| 25 | Settlement Method: | 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: | EUR1,000 Security |
per Calculation Amount | per | ||
| (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: |
|||||
| 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: | 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: | |||||
| 43 | Bond Linked Securities: | |||||
| 44 | Mutual Fund Linked Securities: | |||||
| Provisions relating to Settlement | ||||||
| 45 | Minimum Settlement Amount: | N/A | ||||
| 46 | Settlement in respect of VP Notes, APK | N/A |
| Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
||
|---|---|---|
| 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 Securities are to be sold as set out in the Base Prospectus. |
| 51 | Applicable TEFRA exemption: | TEFRA D Rules applicable |
| General | ||
| 52 | Business Day Convention: | 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: XS0568877095 |
| Common Code: 056887709 | ||
| 57 | Modifications to the Master Subscription Agreement and/or Master 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 |
| (ii) | Estimate of total expenses related to admission to trading: |
GBP 300 |
2 RATINGS
| Ratings: | The Securities have not been individually | |||
|---|---|---|---|---|
| rated. |
$37$ NOTIFICATION
The Financial Services Authority of the United Kingdom has provided the Commission Bancaire, Financiere et des Assurances (the CBFA) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{4}$
Save as discussed in "Purchase and Sale", so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.
5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
| (i) | Reasons for the offer: | General funding |
|---|---|---|
| (ii) | Estimated net proceeds: | Up to EUR 9,000,000 |
| (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
Details of historic EUR-ISDA-EURIBOR Swap Rate -11:00 rates can be obtained from Reuters Screen ISDAFIX2 Page.
PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF 8 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 RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF 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) [and APK Issue and Paying Agent / VP Issuing Agent/ [ENL Issuing Agent] / Swedish Issue and Paying Agent / VPS Issue and Paying Agent / Spanish Securities Issue and Paying Agent]:
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 (ICSDs) 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 the ECB being satisfied that Eurosystem eligibility criteria have been met.
| Offer Price: | 102.00 per cent. |
|---|---|
| The Offer Price includes a subscription | |
| fee of 2 per cent. of the Issue Price for | |
| each Note purchased. | |
| The Issue Price includes a commission | |
| element shared with the Distributor, | |
| which shall not exceed 5.00 per cent. of | |
| the Issue Price (further details of which are available upon request). |
|
| Conditions to which the offer is subject: | N/A |
| Description of the application process: | The Offer Period shall be from and including 25 February 2011 at 9.00am to and including 29 March 2011 at 5.00pm (CET). |
| Details of the minimum and/or maximum amount of application: |
N/A |
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
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 prospective investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:
Process for notification to applicants of the amount allotted The Notes will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. Each investor will be notified by the Distributor of the settlement arrangements in respect of the Notes at the time of such investor's application.
$N/A$
$N/A$
$N/A$
Offers may be made by the Distributor in Belgium 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.
No dealings in the Notes may take place prior to the Issue Date.
and the indication whether dealing may begin before notification is made:
Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
$N/A$
Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
Deutsche Bank NV Marnixlaan 13-15 1000 Brussels Belgium