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Barclays PLC — Capital/Financing Update 2011
Jul 19, 2011
5250_rns_2011-07-19_f45ebbfb-a033-4d9f-9b0e-97d6883bce10.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
GBP 10,000,000 Collared Floating Rate Notes due July 2017 (the "Notes")
Series GSN41122
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 19 July 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: | CREST Nominee in respect of CDIs representing indirect interests in the Securities |
| 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 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 | Series: | GSN41048 | |
|---|---|---|---|
| 2 | Currency: | Pound Sterling ("GBP") | |
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
GBP 10,000,000 | |
| (ii) | Specified Denomination: | GBP 1,000 | |
| (iii) | Calculation 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: | Applicable | |
| (iii) | Held under the NSS: | N/A | |
| (iv) | CGN Form: | N/A | |
| (v) | CDIs: | Applicable | |
| 6 | Trade Date: | 28 June 2011 | |
| 7 | Issue Date: | 19 July 2011 | |
| 8 | Redemption Date: | 19 July 2017, subject to adjustment in accordance with the Business Day Convention |
|
| 9 | Issue Price: | 100 per cent. of the Aggregate Nominal Amount |
|
| 10 | Relevant Stock Exchange: | London Stock Exchange | |
| 11 | The following Relevant Annex(es) shall apply to the Securities: |
N/A | |
| Provisions relating to interest (if any) payable on the Securities | |||
| 12 | Interest: | Applicable | |
| 13 | Interest Amount: | As per 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: | Applicable | |
| (i) | Floating Rate Option: | GBP-LIBOR-BBA as displayed on Reuters Screen LIBOR01 Page |
|
| (ii) | Designated Maturity: | 3 months | |
| (iii) | Reset Date: | The first day of each Interest Calculation Period | |
| 17 | Margin: | N/A | |
| 18 | Minimum/Maximum Interest Rate: | Applicable | |
| (i) | Minimum Interest Rate | 3.25 per cent. per annum | |
| (ii) | Maximum Interest Rate | 6.50 per cent. per annum | |
| 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, subject to 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: | 19 January, 19 April, 19 July and 19 October in each year, from and including 19 October 2011 to and including the Redemption Date;; subject, in each case, to adjustment in accordance with the Business Day Convention |
|
| 23 | Day Count Fraction: | Actual/365 (Fixed) | |
| 24 | Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base Conditions: |
N/A | |
| Provisions relating to Redemption | |||
| 25 | Settlement Method: | For the purposes of Condition 5.1 of the Base Conditions: |
|
| Cash Settlement | |||
| 26 | Settlement Currency: | GBP |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
|
|---|---|---|---|
| 28 | Terms relating to Cash Settled Securities: | ||
| (i) | Final Cash Settlement Amount: | GBP 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 Requirements: |
N/A | |
| 35 | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: |
||
| (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: | N/A | |
| (v) | The following shall not constitute Additional Disruption Events: |
Hedging Disruption and Increased Cost of Hedging |
|
| 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: | 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): | TARGET |
| 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 the Manager (as the case may be) and the Determination Agent. |
||
| 51 | Applicable TEFRA exemption: | TEFRA D Rules Applicable |
| General | ||
| 52 | Business Day Convention: | Following |
| 53 | Relevant Clearing Systems: | (i) Euroclear; |
| (ii) Clearstream, Luxembourg; and |
(iii) CREST, in respect of CDIs representing
| 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: XS0602989716 |
| Common Code: 060298971 | ||
| 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 |
indirect interests of the Securities.
Part B Other Information
| (i) | Listing: | London | |
|---|---|---|---|
| (ii) | Admission to trading: | Application is expected to be made by the Issuer (or on its behalf ) for the Securities to be admitted to trading on the London Stock Exchange's Regulated Market as soon as practible following the Issue Date. |
|
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300 | |
| 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: GBP 10,000,000
- (iii) Estimated total expenses: N/A
6 FIXED RATE SECURITIES ONLY - YIELD
1 LISTING AND ADMISSION TO TRADING
N/A
7 FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES
Details of historic GBP-LIBOR-BBA rates can be obtained from Reuters Screen LIBOR01 page.
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 RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
N/A
10 OPERATIONAL INFORMATION
| Any clearing system(s) other than Euroclear | CREST, in respect of CDIs representing indirect |
|---|---|
| Bank S.A./N.V. and Clearstream Banking | interests of the Securities |
| Société Anonyme (together with their | |
| addresses) and the relevant identification | |
| number(s): | |
| Delivery: | Delivery free of payment |
| Names and addresses of additional Paying Agents(s) (if any): |
N/A |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
No |
11 OFFER INFORMATION
| Offer Price: | Issue Price |
|---|---|
| The Issue Price includes a total commission and concession which may be payable to the Manager, further details of which are available upon request. |
|
| Conditions to which the offer is subject: | The Issuer reserves the right to withdraw the offer for Securities at any time on or prior to the end of the Offer Period (as defined in the front page). |
| For the avoidance of doubt, if any application has been made by the potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant. |
|
| Description of the application process: | Applications for the Securities can be made in the Public Offer Jurisdiction through the Manager. |
| Distribution will be in accordance with the Manager's usual procedures. |
|
| Details of the minimum and/or maximum amount of application: |
The minimum and maximum amount of application from the Manager will be notified to investors by the Manager. |
| Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: |
Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with no entitlement for compensation. |
| Details of the method and time limits for paying up and delivering the Securities: |
Investors will be notified by the Manager of their allocations of Securities and the settlement arrangements in respect thereof. |
| Manner in and date on which results of the offer are to be made public: |
The Manager will make the results of the offer available to the public upon request at the Manager's office. |
| Procedure for exercise of any right of pre emption, negotiability of subscription rights and treatment of subscription rights not exercised: |
N/A |
| Categories of potential investors to which the Securities are offered and whether tranche(s) |
Offers may be made by the Manager in the Public Offer Jurisdiction to any person. Offers (if any) in |
other EEA countries will only be made by the Manager pursuant to an exemption from the
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.
obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.
Each investor will be notified by the Manager of its allocation of Securities at the time of such investor's application.
No dealings in the Securities may take place prior to the Issue Date.
Save as disclosed in these Final Terms and in the Base Prospectus, the Issuer is not aware of any additiona expenses and taxes specifically charged to the holders of the Securities.
N/A