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Barclays PLC — Capital/Financing Update 2011
Jun 14, 2011
5250_rns_2011-06-14_0f975b3e-de91-4271-8782-7138711fd361.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
EUR 1,452,000 Inflation Linked Notes due 14 June 2016 (the "Notes")
Series GSN40874
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 14 June 2011
The distribution of this document and the offer of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession these Final Terms come are required by the Bank to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in "Purchase and Sale" in the Base Prospectus. In particular, the Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended, and are subject to US tax law requirements. Trading in the Securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act of 1936, as amended. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to US persons, nor may any US persons at any time trade or maintain a position in such Securities.
Part A
Terms and Conditions of the Securities
The Securities shall have the following terms and conditions, which shall complete, modify and/or amend the Base Conditions and/or any applicable Relevant Annex(es) set out in the Base Prospectus dated 6 August 2010.
| Parties | |
|---|---|
| Issuer: | Barclays Bank PLC |
| Guarantor: | N/A |
| Manager: | Barclays Bank PLC |
| Determination Agent: | Barclays Bank PLC |
| Issue and Paying Agent: | The Bank of New York Mellon |
| Stabilising Manager: | N/A |
| Registrar: | N/A |
| CREST Agent: | N/A |
| Paying Agents: | N/A |
| Transfer Agent: | N/A |
| Exchange Agent: | N/A |
| Additional Agents: | N/A |
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND THE SECURITIES COMPRISE BEARER SECURITIES THAT ARE SUBJECT TO US TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES OUTSIDE THE UNITED STATES TO NON-US PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE SECURITIES AND DISTRIBUTION OF THESE FINAL TERMS, THE BASE PROSPECTUS AND THE SUPPLEMENTAL PROSPECTUSES SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBIECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Provisions relating to the Securities
| $\mathbf{1}$ | (i) | Series: | GSN40874 | |
|---|---|---|---|---|
| (ii) | Tranche: | 1 | ||
| 2 | Currency: | Euro ("EUR") | ||
| 3 | Notes: | Applicable | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 1,452,000 | ||
| (ii) | Specified Denomination: | EUR 50,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 99,000. Notes will not be issued in definitive form with Specified a Denomination above EUR 99,000. |
||
| (iii) | Calculation Amount per Security as at the Issue Date: |
EUR 1,000 | ||
| 4 | Certificates: | N/A | ||
| 5 | Form: | |||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
Global Bearer Securities: 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) | CDI s : | N/A | ||
| 6 | Trade Date: | 31 May 2011 | ||
| 7 | Issue Date: | 14 June 2011 | ||
| 8 | Redemption Date: | 14 June 2016, subject to adjustment in accordance with the Business Day Convention |
||
| 9 | Issue Price: | 100.00 per cent of the Aggregate Nominal Amount |
||
| 10 | Relevant Stock Exchange: | London Stock Exchange | ||
| 11 | The following Relevant Annex shall apply to the Securities: |
Inflation Linked Annex | ||
| Provisions relating to interest (if any) payable on the Securities | ||||
| 12 | Interest: | Applicable | ||
| 13 | Interest Amount: | On the Interest Payment Date (t) , (where "t" represent a number from 1 to 5), the Issuer |
will pay to the Securityholder, in respect of each Security an amount calculated as follows:
Calculation Amount x min(Cap, max (Leverage x YoY EURHICPx, Floor))
where:
"Cap" means 6.00 per cent. per annum.;
"Floor" means 2.05 per cent. per annum:
"Leverage" means 150 per cent.;
"EUR CPI3m" means, in respect of each Interest Payment Date, the Index Level in respect of the Reference Month applicable to the relevant Interest Payment Date;
"EUR CPI15m" means, in respect of each Interest Payment Date, the Index Level in respect of the Reference Month applicable to the relevant Interest Payment Date;
"Index Level" means in respect of any reference Month, the level of the Index for such Reference Month: and
"YoY EURHICPx" means EUR CPI3m / EUR $CPI_{15m} - 1$ .
| 14 | Interest Rate: | N/A | |
|---|---|---|---|
| 15 | Screen Rate Determination: | N/A | |
| 16 | ISDA Determination: | N/A | |
| 17 | Margin: | N/A | |
| 18 | Minimum/Maximum Interest Rate: | N/A | |
| 19 | Interest Commencement Date: | Issue Date | |
| 20 | Interest Determination Date: | N/A | |
| 21 | Interest Calculation Periods: | As defined in Condition 24 of the Base Conditions |
|
| (i) | Interest Period End Dates: | Each Interest Payment Date without any adjustment in accordance with the Business Day Convention |
|
| (ii) | Interest calculation method for short or long Interest Calculation Periods: |
N/A | |
| 22 | Interest Payment Dates: | Each Interest Payment Date as set out in the Schedule, each date adjusted in accordance with the Business Day Convention |
| 23 | Day Count Fraction: | 30/360 | ||
|---|---|---|---|---|
| 24 | Conditions: | 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 |
N/A | |
| Provisions relating to Redemption | ||||
| 25 | Settlement Method: | For the purposes of Condition 5.1 of the Base Conditions: Cash Settlement |
||
| 26 | Settlement Currency: | EUR | ||
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
||
| 28 | Terms relating to Cash Settled Securities: | |||
| (i) | Final Cash Settlement Amount: | EUR 1,000 per Calculation Amount per Security |
||
| (ii) | Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions |
||
| (iii) | Early Cash Redemption Date: | As defined in Condition 24 of the Base Conditions |
||
| 29 | Securities: | Terms relating to Physically Delivered | N/A | |
| 30 | Nominal Call Event: | N/A | ||
| 31 | Call Option: | N/A | ||
| 32 | Put Option: | N/A | ||
| 33 | Specified Early Redemption Event: | N/A | ||
| 34 | Maximum and Minimum Redemption N/A 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 | N/A Index Linked Securities (Equity indices only): |
|||
| 38 | Inflation Linked Securities: | Applicable | ||
| (i) | Single inflation index or basket of inflation indices (each a "Reference Asset") and details of the relevant |
Single Index: Eurostat Eurozone HICP Ex Tobacco Unrevised Series NSA, or the relevant Successor Index, measuring the rate |
| (ii) | sponsors (the "Index Sponsor(s)"): Related Bond: |
of inflation in EUR expressed as an index and published by Eurostat ("Index Sponsor"). (Bloomberg code: CPTFEMU Index or such successor page as may replace such Bloomberg page or as may be nominated by the Index Sponsor for the purposes of publishing the monthly value of the Index. OATei 40 (ISIN FR0010447367). If the Related Bond redeems or matures prior to the Redemption Date, the Determination Agent will use the Fallback Bond for any Related Bond determination in respect of |
|
|---|---|---|---|
| (iii) | Fallback Bond: | the Securities. Bundei20 (ISIN DE0001030526) |
|
| (iv) | Related Bond Redemption Event: | N/A | |
| (v) | Use of Re-based Index: | Applicable | |
| (vi) | Acceleration upon Re-basing of Index: |
Applicable | |
| (vii) | Cut-Off Date: | As per the Inflation Linked Annex | |
| (viii) | Reference Month: | In respect of EUR CPI ${3m}$ and EUR CPI ${15m}$ , each month as set out in the Schedule |
|
| 39 | FX Linked Securities: | N/A | |
| 40 | Credit Linked Securities: | N/A | |
| 41 | Commodity Linked Securities: | N/A | |
| 42 | Proprietary Index Linked Securities: | N/A | |
| 43 | Bond Linked Securities: | N/A | |
| 44 | Mutual Fund Linked Securities: | N/A | |
| Provisions relating to Settlement | |||
| 45 | Minimum Settlement Amount: | N/A | |
| 46 | Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
N/A | |
| 47 | Additional provisions relating to Taxes and Settlement Expenses: |
N/A | |
| Definitions | |||
| 48 | Business Day: | As 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, no action has been taken 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 where action for that purpose is required. No offers, sales, re-sales or deliveries of any Securities or distribution of any offering material relating to the Securities, 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 |
| 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: XS0602923293 |
| Common Code: 060292329 | ||
| 57 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A |
| 58 | Additional Conditions and/or modification to the Conditions of the Securities: |
N/A |
Part B Other Information
$\mathbf{1}$ 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 regulated market of the London Stock Exchange on or around the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300 plus VAT |
$2^{\circ}$ RATINGS
Ratings:
The Securities have not been individually rated.
NOTIFICATION $\overline{3}$
$N/A$
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.
$51$ REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
| (i) Reasons for the offer: |
General funding |
|---|---|
| ------------------------------- | ----------------- |
- $(ii)$ Estimated net proceeds: $N/A$
- $N/A$ $(iii)$ Estimated total expenses:
$6 \overline{6}$ FIXED RATE SECURITIES ONLY - YIELD
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
$N/A$
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):
Intended to be held in a manner which would allow Eurosystem eligibility:
$N/A$
Delivery free of payment
$N/A$
Υρς
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.
11 OFFER INFORMATION
$N/A$
| Schedule | ||
|---|---|---|
| Interest Payment Date | Reference Month for EUR $CPI3m$ |
Reference Month for EUR $CPI_{15m}$ |
|
|---|---|---|---|
| 14 June 2012 | March 2012 | March 2011 | |
| $\mathcal{P}$ | 14 June 2013 | March 2013 | March 2012 |
| 3 | 14 Iune 2014 | March 2014 | March 2013 |
| 4 | 14 June 2015 | March 2015 | March 2014 |
| 5 | 14 June 2016 | March 2016 | March 2015 |