AI assistant
Barclays PLC — Capital/Financing Update 2011
May 6, 2011
5250_rns_2011-05-06_e52ab7c0-f7e4-4d20-9014-39049049595a.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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
ZAR 25,000,000 Credit Linked Securities due June 2014 (the "Notes")
Series GSN40398
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 6 May 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 PROSPECTUS SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT 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: | GSN40398 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| 2 | Currency: | South African Rand ("ZAR") | |
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
ZAR 25,000,000 | |
| (ii) | Specified Denomination: | ZAR 25,000,000 | |
| (iii) | Calculation Amount per Security as at the Issue Date: |
Specified Denomination | |
| (iii) | Nominal Amount per Security as at the Issue Date: |
Specified Denomination | |
| 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: | N/A | |
| (iii) | Held under the NSS: | N/A | |
| (iv) | CGN Form: | Applicable | |
| (v) | CDIs: | N/A | |
| 6 | Trade Date: | 20 April 2011 | |
| "Credit Event Backstop Date" means (a) for |
purposes of any event that constitutes a Credit Event (or with respect to Repudiation/Moratorium (as defined in the Base Prospectus), the event described in paragraph (ii) of the definition thereof ) for purposes of the relevant Reference Entity, as determined by DC Resolution, the date that is 60 calendar days prior to the Credit Event Resolution Request Date or (b) otherwise, the date that is 60 calendar days prior to the earlier of (i) the first date on which both the Credit Event Notice and, if "Notice of Publicly Available Information" is specified as a Condition to Settlement, the Notice of Publicly Available Information are delivered by the Issuer to the Issue and Paying Agent
12 Interest: Applicable
| 13 | Interest Amount: | As defined in Conditions 4 and 24 of the Base Conditions |
|
|---|---|---|---|
| 14 | Interest Rate: | ||
| (i) | Fixed Rate: | N/A | |
| (ii) | Floating Rate: | ISDA Determination | |
| (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 | |
| (i) | Floating Rate Option: | ZAR-JIBAR-SAFEX | |
| (ii) | Designated Maturity: | 3 months | |
| (iii) | Reset Date: | Each Interest Payment Date | |
| 17 | Margin: | Plus 12.80 per cent. per annum | |
| 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: | Quarterly in arrear on 20 March, 20 June, 20 September and 20 December in each year, from and including 20 June 2011 to and including the Redemption Date, subject to adjustment in accordance with the Business Day Convention. Following the occurrence of a Relevant Event Determination Date, the Securities will cease to accrue interest as of the earlier to occur |
of the Interest Payment Date occurring on or immediately preceding the Relevant Event
Determination Date or, if no Interest Payment Date has occurred, the Issue Date.
Where:
"Relevant Event Determination Date" means the Event Determination Date relating to the Reference Entity.
23 Day Count Fraction: Actual/365 (Fixed)
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:
Provisions relating to Redemption
| 25 | Settlement Method: | (i) For the purposes of Condition 5.1 of the Base Conditions: |
|
|---|---|---|---|
| Cash Settlement, provided that no Event Determination Date occurs prior to the Scheduled Redemption Date or the Securities Extension Date. |
|||
| Otherwise, please refer to the section on "Terms relating to settlement following a Credit Event" below. |
|||
| (ii) For the purposes of Condition 5.5 of the Base Conditions: |
|||
| Cash Settlement | |||
| 26 | Settlement Currency: | ZAR | |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
|
| 28 | Terms relating to Cash Settled Securities: | ||
| (i) | Final Cash Settlement Amount: | 100 per cent per Calculation Amount per Security, on the later of the Scheduled Redemption Date and the date falling five Business Days after the Securities Extension Date (where applicable). |
|
| (ii) | Early Cash Settlement Amount: | In respect of any early redemption or cancellation of the Securities, an amount per Calculation Amount determined by the Determination Agent as the pro rata proportion of the market value of the Securities following the event triggering the |
early redemption or cancellation, adjusted to take into account any costs, losses, expenses and any Local Market Expenses which are incurred (or expected to be incurred) by (or on behalf of ) the Issuer in connection with the early redemption or cancellation of the Securities, including (without duplication or limitation) hedging termination and funding breakage costs. In determining the Early Cash Settlement Amount, the Determination Agent may take into account prevailing market prices and/or proprietary pricing models, or where these pricing methods may not yield a commercially reasonable result, may estimate such Early Cash Settlement Amount in a commercially reasonable manner. The Early Cash Settlement Amount will be determined by the Determination Agent on or as soon as reasonably practicable following the event giving rise to the early redemption or cancellation of the Securities. For the purposes of calculating any Early Cash Settlement Amount at any time following an Event of Default, the Determination Agent will ignore the effect of such Event of Default upon the market value of the Securities.
Where: "Local Market Expenses" means (i) all costs, charges, fees, accruals, withholdings and expenses incurred in the local market of the underlying Reference Asset or any Hedge Position, and (ii) all costs, losses and expenses incurred as a result of any foreign exchange suspension or settlement delays or failures in, the local market of the underlying Reference Asset or any Hedge Position. In determining such Local Market Expenses, the Determination Agent may take into account (a) the amount and timing of payments or deliveries that the Issuer or its Affiliate (as the case may be) would receive
| Hedge Positions include illiquid or non marketable assets (which may be valued at zero) or synthetic hedges (where the mark to-market may be zero or in the money to the relevant counterparty to the Hedge Positions) and (c) whether the Issuer or its Affiliates would be subject to contingent liabilities, including any requirement to return any distributions or otherwise make |
||
|---|---|---|
| any payments. | ||
| (iii) Early Cash Redemption Date: |
As defined in Condition 24 of the Base Conditions |
|
| 29 | Terms relating to Physically Delivered Securities: |
N/A |
| 30 | Nominal Call Event: | N/A |
| 31 | Call Option: | N/A |
| 32 | Put Option: | N/A |
| 33 | Specified Early Redemption Event: | Applicable. |
The determination by the Determination Agent on any Business Day that the aggregate market value of the Securities (as determined by the Determination Agent in a commercially reasonable manner) is less than or equal to 30 per cent. of the Aggregate Nominal Amount of the Securities at the time of such determination.
under its Hedge Position(s), (b) whether the
- (i) Automatic Early Redemption: Applicable
- (ii) Cash Settled Securities:
- (a) Specified Early Cash Settlement Amount: In respect of each Security, an amount
(subject to a minimum of zero) determined by the Determination Agent in its sole discretion equal to: (1) the Specified Denomination less (2) CDS Unwind Cost less (3) such Security's pro rata share of Settlement Expenses and Swap Costs. Where:
"CDS Unwind Cost" shall mean an amount in ZAR that Barclays would have to pay to a counterparty to unwind a hypothetical credit default swap as shown in Schedule 2
| (as determined by the Determination Agent in good faith and in a commercially reasonable manner) |
||||
|---|---|---|---|---|
| (b) | Specified Early Cash Redemption Date(s): |
As defined in Condition 24 of the Base Conditions |
||
| (iii) | Physically Delivered Securities: | N/A | ||
| (iv) | Period: | Specified Early Redemption Notice | 15 Business Days | |
| 34 | Requirements: | Maximum and Minimum Redemption | N/A | |
| 35 | Annex: | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant |
||
| (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: | Hedging Disruption and Increased Cost of Hedging |
||
| (v) | The following shall not constitute Additional Disruption Events: |
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: | Applicable | ||
| (i) | Type of Credit Linked Security: | Single Name CLS | ||
| (ii) | Determination Agent City: | London | ||
| (iii) | Credit Event Accrued Interest: | N/A | ||
| (iv) | Extension Interest: | N/A | ||
| Credit Provisions | ||||
| (v) | Reference Entity (together with the related Reference Obligation(s), Obligation(s) and/or Deliverable Obligation(s) thereof, as applicable, |
Edcon (Proprietary) Limited, and any Successors |
each a "Reference Asset"):
| (vi) | Reference Entity Notional Amount(s): |
Aggregate Nominal Amount |
|---|---|---|
| (vii) | Specified Reference Obligation: | |
| The obligation identified as follows: | ||
| Primary Obligor: | Edcon (Proprietary) Limited | |
| Guarantor: | N/A | |
| Maturity: | 15 June 2014 | |
| Coupon: | 3m EURIBOR + 3.25% Q Act/360 | |
| CUSIP/ISIN: | XS0304300428 | |
| Deliverable Obligations: | ||
| Deliverable Obligation Category: | As set out in respect of the applicable Transaction Type in Schedule 1 |
|
| Deliverable Obligation Characteristics: |
As set out in respect of the applicable Transaction Type in Schedule 1 |
|
| Excluded Deliverable Obligations: | None | |
| (viii) | Reference CDS | N/A |
| (ix) | All Guarantees: | As set out in respect of the applicable Transaction Type in Schedule 1 |
| Terms relating to Credit Events | ||
| (x) | Credit Events: | As set out in respect of the applicable Transaction Type in Schedule 1 |
| (xi) | For Nth-to-Default Securities only, specify N: |
N/A |
| (xii) | Default Requirement: | As defined in the Credit Linked Annex |
| (xiii) | Payment Requirement: | As defined in the Credit Linked Annex |
| (xiv) | Conditions to Settlement: | As set out in respect of the applicable Transaction Type in Schedule 1 |
| (xv) | Obligation(s): | |
| Obligation Category: | As set out in respect of the applicable Transaction Type in Schedule 1 |
|
| Obligation Characteristics: | As set out in respect of the applicable Transaction Type in Schedule 1 |
|
| (xvi) | Additional Obligation(s): | N/A |
| (xvii) | Excluded Obligation(s): | None |
| Terms relating to settlement following a Credit Event: |
||
| (xviii) | CLS Settlement Method: | Auction Settlement |
| (xix) | Fallback CLS Settlement Method: | Cash Settlement | |
|---|---|---|---|
| (xx) | Issuer CLS Settlement Option: | N/A | |
| (xxi) | Terms relating to Cash Settlement: | Applicable where the Fallback CLS Settlement Method applies |
|
| (a) | Credit Event Redemption Amount: | In respect of each Security, an amount (subject to a minimum of zero) determined by the Determination Agent in its sole discretion equal to: (i) the Specified Denomination less (ii) an amount equal to the product of 1) the Specified Denomination and 2) Leverage Factor and 3) (100 per cent. less the Final Price) less (iii) such Security's pro rate share of Settlement Expenses and Swap Costs. |
|
| (b) | Credit Event Redemption Date: | 5 Business Days following calculation of the Final Price Where: "Final Price" means the Auction Final Price, unless the Fallback CLS Cash Settlement Method is applicable in which case Final Price shall mean the price of the Reference Obligation determined pursuant to the Valuation Method. |
|
| (c) | CLS Valuation Date: | Single CLS Valuation Date | |
| (d) | CLS Valuation Time: | As specified in the Credit Linked Annex | |
| (e) | Quotation Method: | Bid | |
| (f ) | Quotation Amount: | As specified in the Credit Linked Annex | |
| (g) | Minimum Quotation Amount: | N/A | |
| (h) | Accreted Amount: | N/A | |
| (i) | Valuation Method: | Highest | |
| (xxii) | Terms relating to Physical Settlement: |
N/A | |
| (xxiii) | Valuation Date: | N/A | |
| (xxiv) | Valuation Time: | N/A | |
| 41 | Commodity Linked Securities: | N/A | |
| 42 | Proprietary Index Linked Securities: | N/A | |
| 43 | Bond Linked Securities: | N/A | |
| 44 | Mutual Fund Linked Securities: | N/A |
Provisions relating to Settlement
| 45 | Minimum Settlement Amount: | N/A |
|---|---|---|
| 46 | Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
N/A |
| 47 | Additional provisions relating to Taxes and Settlement Expenses: |
N/A |
| Definitions | ||
| 48 | Business Day: | As defined in Condition 24 of the Base Conditions |
| 49 | Additional Business Centre(s): | N/A |
Selling restrictions and provisions relating to certification
50 Non-US Selling Restrictions: Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Securities are to be sold as set out in the Base Prospectus.
In addition to those described in the Base Prospectus, no action has been taken or will be taken by the Issuer that would permit a public offering of the Securities or possession or distribution of any offering material in relation to the Securities in any jurisdiction where action for that purpose is required. Each purchaser or distributor of the Securities represents and agrees that it will not purchase, offer, sell, re-sell or deliver the Securities or, have in its possession or distribute, the Base Prospectus, any other offering material or these Final Terms, in any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in a manner that will not impose any obligation on the Issuer or Manager (as the case may be) and the Determination Agent.
South Africa
The Securities may not be offered for sale, directly or indirectly, within the Republic of South Africa or to any person or corporate
| South Africa except in accordance with the exchange control regulations of the Republic of South Africa. |
||
|---|---|---|
| 51 | Applicable TEFRA exemption: | TEFRA D Rules Applicable |
| General | ||
| 52 | Business Day Convention: | Following |
| 53 | Relevant Clearing Systems: | 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: XS0586197013 |
| Common Code: 058619701 | ||
| 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 |
or other entity resident in the Republic of
Part B Other Information
1 LISTING AND ADMISSION TO TRADING
| (i) | Listing: | London |
|---|---|---|
| (ii) | Admission to trading: | Application is expected to be made by the Issuer (or on its behalf ) for the Securities to be admitted to trading on the London Stock Exchange's Regulated Market on or around the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300.00 plus VAT |
2 RATINGS
Ratings: The Securities have not been individually rated
3 NOTIFICATION
N/A
4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
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: N/A
- (iii) Estimated total expenses: N/A
6 FIXED RATE SECURITIES ONLY - YIELD
Indication of yield: N/A
7 FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES
N/A
8 PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING N/A
9 PERFORMANCE OF RATE OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
N/A
10 OPERATIONAL INFORMATION
| Any clearing system(s) other than Euroclear | N/A |
|---|---|
| Bank S.A./N.V. and Clearstream Banking | |
| Société Anonyme (together with their | |
| addresses) and the relevant identification | |
| number(s): | |
| Delivery: | Delivery free of payment |
| Names and addresses of additional Paying | N/A |
| Agents(s) (if any): | |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
N/A |
11 OFFER INFORMATION
N/A
Schedule 1
| Transaction Type | EMERGING EUROPEAN CORPORATE | |||
|---|---|---|---|---|
| All Guarantees: | Applicable | |||
| Conditions to Settlement: | Notice of Publicly Available Information: Applicable | |||
| Credit Events: | Bankruptcy Failure to Pay Grace Period Extension: Applicable Repudiation / Moratorium Obligation Acceleration Restructuring Multiple Holder Obligation a) Not Applicable with respect to Obligation Category "Bonds" b) Applicable with respect to Obligation Category "Loans" |
|||
| Obligation Category: | Bond or Loan | |||
| Obligation Characteristics: | Not Subordinated Not Domestic Law Not Domestic Currency Not Domestic Issuance |
|||
| Physical Settlement Period: | As per Section 8.6 of the Definitions | |||
| Deliverable Obligation Category: |
Bond or Loan | |||
| Deliverable Obligation Characteristics: |
Not Subordinated Specified Currency Not Domestic Issuance Not Contingent Transferable Not Bearer |
| Assignable Loan |
|---|
| Consent Required Loan |
| Not Domestic Law |
Schedule 2
Hypothetical credit default swap
| 1. General Terms: | |||
|---|---|---|---|
| Trade Date: | Trade Date under the Securities | ||
| Effective Date: | Scheduled Redemption Date under the Securities (which shall not be subject to adjustment in accordance with any Business Day Convention) |
||
| Scheduled Termination Date: | Scheduled Redemption Date under the Securities | ||
| Floating Rate Payer: | Barclays Bank Plc ("Seller") | ||
| Fixed Rate Payer: | Market Maker | ||
| Determination Agent: | Seller | ||
| Determination Agent City: | LONDON | ||
| Business Days: | London, Johannesburg and New York | ||
| Business Day Convention: | Following. (which subject to Sections 1.4 and 1.6 of the Credit Derivatives Definitions, shall apply to any date referred to in this Confirmation that falls on a day that is not a Business Day) |
||
| Reference Entity: | Edcon (Proprietary) Limited, and any Successors. | ||
| Reference Obligation(s): | The obligation identified as follows: | ||
| Primary Obligor: Edcon Holdings (Proprietary) Limited |
|||
| Maturity: 15 June 2014 |
|||
| Coupon: 3m EURIBOR + 3.25% Q Act/360 |
|||
| CUSIP/ISIN: XS0304300428 |
|||
| and any Substitute Reference Obligation in respect thereof | |||
| All Guarantees: | Applicable | ||
| Reference Price: | 100% | ||
| 2. Fixed Payments: | |||
| Fixed Rate Payer Calculation Amount: |
Floating Rate Payer Calculation Amount | ||
| Fixed Rate Payer Payment Dates: | 20th of each March, June, September and December | ||
| Fixed Rate: | 6.40 per cent. per annum | ||
| Fixed Rate Day Count Fraction: | Actual/360 | ||
| 3. Floating Payment: | |||
|---|---|---|---|
| Floating Rate Payer Calculation Amount: |
An amount in ZAR equal to Aggregate Nominal Amount of the Securities multiplied by the Leverage Factor |
||
| Conditions to Settlement: | Notice of Publicly Available Information Applicable | ||
| 4. Credit Events: | |||
| Credit Events: | Bankruptcy Failure to Pay Grace Period Extension: Applicable Repudiation / Moratorium Obligation Acceleration Restructuring Multiple Holder Obligation c) Not Applicable with respect to Obligation Category "Bonds" d) Applicable with respect to Obligation Category "Loans" |
||
| Grace Period Extension: | Applicable | ||
| Payment Requirement: | USD 1,000,000 or its equivalent in relevant Obligation Currency as of the occurrence of the relevant Failure to Pay |
||
| Default Requirement: | USD 10,000,000 or its equivalent in relevant Obligation Currency as of the occurrence of the relevant Credit Event |
||
| Obligations: | Obligation Category: | Obligation Characteristics: | |
| Bond or Loan | Not Subordinated | ||
| Not Domestic Law | |||
| Not Domestic Currency | |||
| Not Domestic Issuance | |||
| Excluded Obligations: | None | ||
| 5. Settlement Terms: | |||
| Settlement Method: | Auction Settlement | ||
| Deliverable Obligations: | Exclude Accrued Interest |
| Deliverable Obligations: | Deliverable Category: |
Obligation | Deliverable Obligation Characteristics: |
|
|---|---|---|---|---|
| Bond or Loan | Not Subordinated | |||
| Specified Currency | ||||
| Not Domestic Issuance | ||||
| Not Contingent | ||||
| Transferable | ||||
| Not Bearer | ||||
| Assignable Loan | ||||
| Consent Required Loan | ||||
| Not Domestic Law | ||||
| Excluded Deliverable Obligations: | None | |||
| Escrow: | Applicable | |||
| 6. Other Terms: | ||||
| Documentation: | Provided by Seller | |||
| Governing Law: | As per Master Agreement or, if none, English law | |||
| Definitions: | The definitions and provisions in the 2003 ISDA Credit Derivatives Definitions as supplemented by the May 2003 Supplement to the Definitions, as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), (the "Definitions") apply to the Transaction. In the event of any inconsistency between the terms of the Definitions and this term sheet, this term sheet will govern. For the avoidance of doubt, where any term or condition is not set out in this term sheet, the fallback or term or condition set out in the Definitions shall apply. |