Barclays PLC — Capital/Financing Update 2011

Aug 12, 2011

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 £8,000,000 Notes due August 2017

Series S1119

Issue Price: 100.00% of par

The Offer Period will be from and including 5 August 2011 to and including 10 August 2011

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
• in the Public Offer Jurisdiction mentioned in Paragraph 37 of the Final Terms relating $(ii)$ to the Notes set out in Part A below, provided such person is one of the persons mentioned in Paragraph 37 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 2011, 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

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

Each investor (a "Noteholder") by purchasing the Notes shall be deemed to have made its own independent investigations and assessment of (i) the Notes, (ii) the Warrants into which the Notes may be exchanged (the "Warrants"), (iii) the Preference Shares for which the Warrants are exercisable (the "Preference Shares" and, together with the Notes 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 Notes shall be deemed to acknowledge its understanding and acceptance on the date on which it purchases the Notes 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 Notes or a direct or indirect interest (including by way of participation) in the Notes 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 Notes or a direct or indirect interest (including by way of participation) in the Notes; (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 Notes 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 Notes, 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 Notes 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 "Selling Restrictions" 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.

Disclaimers:

Disclaimers in respect of each Index(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 4BB
		Note Determination Agent:	Barclays Bank PLC
		Provisions relating to the Notes
1.		Title of the Notes:	£8,000,000 Notes due August 2017
2.	(a)	Series:	S1119
	(b)	Tranche:	1
3.		Specified Currency:	Pound Sterling ("£")
4.	the Notes:	Aggregate principal amount of
	(a)	Series:	£8,000,000
	(b)	Tranche:	£8,000,000
5.	Notes:	Denomination and number of $\text{\pounds} 1.00$ (8,000,000 Notes)
6.		Form of Note:	Uncertificated Registered Notes
7.		Note Trade Date:	29 July 2011
8.		Note Issue Date:	12 August 2011
9.		Note Issue Price:	100 per cent. of par
10.	The following Relevant Annex (es) shall apply to the Notes: (specify each applicable Relevant Annex):		Not Applicable
		Provisions relating to interest (if any) payable on the Note
11.	Interest:		Applicable
	(a)	Calculation Amount:	£1.00
	(b)	Interest Amount:	Not Applicable
	(c)	Interest Basis:	Not Applicable

$(d)$ Interest Rate(s):

	(i)	Fixed Rate:		Not Applicable
	(ii)	Floating Rate		Not Applicable
	(iii)	Variable Rate:		Not Applicable
	(iv)	Non-Interest Bearing:		Applicable
(e)	Rate Screen Determination:			Not Applicable
(f)		ISDA Determination:		Not Applicable
(g)	Margin:			Not Applicable
(h)	Interest Rate:	Minimum/Maximum		Not Applicable
(i)	Interest Commencement Date:			Not Applicable
(j)	Interest Determination Date:			Not Applicable
(k)	Interest Periods:	Calculation		Not Applicable
	(i)	Interest End Dates:	Period	Not Applicable
	(ii)	Interest calculation method short or long Interest Calculation Periods:	for	Not Applicable
(1)		Interest Payment Dates:		Not Applicable
(m)		Day Count Fraction:		Not Applicable
(n)	Business Convention:		Day	Not Applicable
(0)	Fall rounding the out Conditions:	back provisions, provisions, denominator and other terms relating to method calculating interest, if different from those set the in	any οf Note	Not Applicable

Provisions regarding redemption

12.	Note Redemption Date:	14 August 2017, subject to adjustment in accordance with the Modified Following Business Day Convention
13.	Call Option:	Not Applicable
14.	Specified Early Redemption:	Not Applicable

• $15.$ Additional Disruption Events:
• $(i)$ Change in Law: Applicable
• $(ii)$ Tax Event: Applicable
• $(iii)$ Hedging Disruption: Applicable
• $(iv)$ Increased Cost of Applicable Hedging:
• $(v)$ Affected Jurisdiction Not Applicable Hedging Disruption:
• $(vi)$ Affected Iurisdiction Not Applicable Increased Cost $\sigma$ f 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 Not Applicable $(i)$ Condition $42$ :
• $(ii)$ For the purpose of Note As stated in Condition 21 of the Note Conditions Condition 4.4:
• $(iii)$ For the purpose of Note As stated in Condition 21 of the Note Conditions Condition 11:

• For the purpose of Note As stated in Condition 21 of the Note Conditions $(iv)$ Condition 20:

• 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 will be determined as follows:

(a) if the Warrant Market Value is more than £1.00 but equal to or less than £1.03, the Note Redemption Amount will be an amount equal to the Warrant Market Value; and

(b) if the Warrant Market Value is more than £1.03, the Redemption Amount will be £1.03.

19.	Note Redemption Notice Time:	As stated in Condition 21 of the Note Conditions
20.	Procedures for giving Note Issuer Redemption Notice and Noteholders' Notice if other than as specified in Condition 5.2(a)(ii):	Not Applicable
21.	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):	Not Applicable
22.	Procedure for giving Special Note Redemption Notice and Noteholders' Notice if other than as specified in Condition 5.2(a)(iv):	Not Applicable
23.	Warrants which may be purchased using the Note Redemption Amount:	Index Linked Warrants, Series WS1119, issued by Barclays Capital (Cayman) Limited and guaranteed by Barclays Bank PLC. The Warrants are exercisable for Class 48N Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC.
24.	Election Valuation Date:	31 July 2017
Provisions Annexes	Relevant relating to
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.	Applicable TEFRA exemption (for bearer instruments only)	Not Applicable
35.	Total commission and concession:	Not Applicable

36.	Relevant Clearing Systems:	CREST: The Notes are Uncertificated Registered Notes and accordingly there is no relevant Clearing System in relation to them.
37.	Non-exempt Offer	An offer of the Notes may be made by the Dealer or by other parties during the Offer Period (each a
		$\mu$ , and the state of the state of the state $\mu$ and the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state

"Financial 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 including 5 August 2011 to and including 10 August 2011 (the "Offer Period"). See further Paragraph 8 of Part B below.

• 38 Changes to Principal Note None Agent or Registrar or other agents appointed:
• 1. Provisions to Not Applicable relating redenomination:

Operational Information

ISIN Code: GB00B6S36P92 Common Code: Not Applicable 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

Warrant Issuer: Warrant Guarantor: Warrant Determination Provisions relating to the Warrants Series:	Barclays Capital (Cayman) Limited Barclays Bank PLC Barclays Capital Securities Limited WS1119
Tranche:	1
Number of Warrants being
Series:	8,000,000
Tranche:	8,000,000
Warrant Trade Date:	29 July 2011
Warrant Issue Date:	12 August 2011
Warrant Issue Price:	£1.00 per Warrant
Warrants may be exercised:	Preference Shares for which Class 48N Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC
following Relevant Annex(es) shall apply to the Warrants (specify each applicable Relevant Annex):	Equity Linked Annex
Additional Disruption Events:
Change in Law:	Applicable
Tax Event:	Applicable
Hedging Disruption:	Applicable
Increased Cost of Hedging:	Applicable
Affected Jurisdiction Hedging Disruption:	Not Applicable
Affected Jurisdiction Increased Cost of	Not Applicable
Hedging:

$12.$ Warrant Exercise Price: The Warrant Exercise Price will be calculated in accordance with the following:

£ 2.00 - Index 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 will, 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:

"Annual Indexworst" means the Index Level on each Observation Date in respect of the Worst Performing Index.

"Dividend" or "Div" means the dividend yield of the Worst Performing Index 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 31 July 2017.

"Exercise Index Level" or "EIL" means the Index Level of the Worst Performing Index on the Warrant Exercise Valuation Date.

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

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

"Final Valuation Date" means the Election Valuation Date

"Fixed Amount 1" or "FA1" will be determined as follows:

• $(i)$ If Annual Index_worst on Observation Date 1 > 50% of the Fi of the respective Index, then Fixed Amount 1 will be equal to 7.70 per cent.: or
• If Lock-in Event has occurred $(ii)$ on Observation Date 1, then Fixed Amount 1 will be equal to 7.70 per cent. and each subsequent Fixed Amount

will be deemed to be equal to 7.70 per cent.

otherwise, Fixed Amount 1 $(iii)$ will be equal to 0 per cent.

"Fixed Amount 2" or "FA2" will be determined as follows:

• If Annual Indexworst on $(i)$ Observation Date 2 > 50% of the Fi of the respective Index, then Fixed Amount 2 will be equal to 7.70 per cent.: or
• $(ii)$ If Lock-in Event has occurred on Observation Date 2, then Fixed Amount 2 will be equal to 7.70 per cent. and each subsequent Fixed Amount will be deemed to be equal to 7.70 per cent.
• $(iii)$ otherwise, Fixed Amount 2 will be equal to 0 per cent.

"Fixed Amount 3" or "FA3" will be determined as follows:

• If Annual Index_worst on $(i)$ Observation Date 3 > 50% of the Fi of the respective Index, then Fixed Amount 3 will be equal to 7.70 per cent.: or
• If Lock-in Event has occurred $(ii)$ on Observation Date 3, then Fixed Amount 3 will be equal to 7.70 per cent. and each subsequent Fixed Amount will be deemed to be equal to 7.70 per cent.
• otherwise, Fixed Amount 3 $(iii)$ will be equal to 0 per cent.

"Fixed Amount 4" or "FA4" will be determined as $follows.$

• $(i)$ $If$ Annual Indexworst on Observation Date 4 > 50% of the Fi of the respective Index, then Fixed Amount 4 will be equal to 7.70 per cent.: or
• $(ii)$ If Lock-in Event has occurred on Observation Date 4, then Fixed Amount 4 will be equal to 7.70 per cent. and each subsequent Fixed Amount will be deemed to be equal to 7.70 per cent.
• $(iii)$ otherwise, Fixed Amount 4 will be equal to 0 per cent.

"Fixed Amount 5" or "FA5" will be determined as follows:

• If Annual Indexworst on $(i)$ Observation Date $5 > 50\%$ of the Fi of the respective Index, then Fixed Amount 5 will be equal to 7.70 per cent.; or
• $(ii)$ If Lock-in Event has occurred on Observation Date 5, then Fixed Amount 5 will be equal to 7.70 per cent. and each subsequent Fixed Amount will be deemed to be equal to 7.70 per cent.
• otherwise, Fixed Amount 5 $(iii)$ will be equal to 0 per cent.

"Fixed Amount 6" or "FA6" will be determined as follows:

• $(i)$ If Annual Indexworst on Observation Date $6 > 50\%$ of the Fi of the respective Index, then Fixed Amount 6 will be equal to 7.70 per cent.; or
• $(ii)$ If Lock-in Event has occurred on Observation Date 6, then Fixed Amount 6 will be equal to 7.70 per cent. and each subsequent Fixed Amount will be deemed to be equal to 7.70 per cent.
• $(iii)$ otherwise, Fixed Amount 6 will be equal to 0 per cent.

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

"Growth" means the arithmetic sum of the following:

$(FA1 + FA2 + FA3 + FA4 + FA5 + FA6)$

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

EIL/(RIL x Exp(-Dividend x Time))

"Index Level" means, in respect of each Index(i), the level of the Index at the Valuation Time on a Scheduled Trading Day.

"Index Performance" will be calculated in accordance with the following:

$(E1.00 \times (Protection + Growth)) \times Index Accual$

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

"Initial Valuation Date" means 29 July 2011.

"Lock-In Event" will be deemed to have occurred if, in respect of each Index (i), the Index Level on an Observation Date (i) $\geq$ 120 per cent. x Fi

"Observation Date" means each of Observation Date 1, Observation Date 2, Observation Date 3, Observation Date 4, Observation Date 5 and Observation Date 6.

"Observation Date 1" means 30 July 2012.

"Observation Date 2" means 29 July 2013.

"Observation Date 3" means 29 July 2014.

"Observation Date 4" means 29 July 2015.

"Observation Date 5" means 29 July 2016.

"Observation Date 6" means the Final Valuation Date.

"Performance" means, in respect of each Index (i), on each Observation Date, a value calculated as follows:

Index Level/ Initial Index Level

"Protection" will be calculated in accordance with the following:

• (A) If Ffworst > 50% x Fiworst, then Protection will be equal to 100 per cent.; or
• (B) If Lock-In Event has occurred, then Protection will be equal to 100 per cent.;
• (C) Otherwise, Protection will be calculated as follows:

min(100%, Ffworst / Fiworst)

"Reference Index Level" or "RIL" means the Index Level of the Worst Performing Index 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.

"Warrant Exercise Valuation Date" means one Business Day prior to the Warrant Exercise Date.

"Worst Performing Index" means, in respect of each Index (i), the Index (i) with the lowest calculated Performance as determined by the Determination Agent in its sole discretion.

			Business Day, the Warrant Exercise Date will be the immediately succeeding Business Day.
2.		Warrant Settlement Date:	29 August 2017 or, if such day is not a Business Day, the immediately following Business Day.
3.		Specified Early Exercise Event:	Not Applicable
4.	(i)	Option to vary settlement applies:	Yes
	(ii)	lf the yes, Settlement Cash Amount:	The Cash Settlement Amount will be calculated in accordance with the following:
			Index Performance
			If it appears that the Cash Settlement Amount may be a negative number as determined in accordance with set out above, the formula the Warrant Determination Agent will, 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 yes, the Cash Settlement Date:	Condition 4.3 applies
5.	Early Amount:	Cash Settlement	As set out in Warrant Condition 6
6.	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.
7.	Early Period:	Cancellation Notice	As stated in Condition 4.4 of the Warrant Conditions
8.		Early Cancellation Date:	As stated in Condition 4.4 of the Warrant Conditions
9.		Equity Linked Warrants:	Not Applicable
10.		Index Linked Warrants:	Applicable
	(i)	Index/Indices (each a "Reference Asset"):	A basket comprising two Indices (each an "Index $(i)$ ").
			(i) The FTSE 100 Index, as calculated and sponsored by FTSE International Limited (for the purposes of this Index 1, an "Index Sponsor") (Bloomberg code: $UKX$ ) ("Index 1").
			(ii) The S&P 500 Index, as calculated and sponsored by Standard & Poor's Financial Services LLC (for the purposes of this Index 2, an "Index Sponsor") (Bloomberg code: SPX ) ("Index 2")

	(ii)	Exchanges:	(i) In respect of Index 1, London Stock Exchange; and
			(ii) In respect of Index 2, Multi-exchange Index.
	(iii)	Related Exchanges:	In respect of Index 1 and Index 2, All Exchanges
	(iv)	Weighting for each Reference Asset comprising the Basket of Reference Assets:	Not Applicable
	(v)	Averaging:	Not Applicable
	(vi)	Additional Disruption Event in respect of Index Linked Warrants:	Not Applicable
	(vii)	FX Disruption Event:	Not Applicable
	(viii)	Valuation Date:	Each date on which the Index Level of each Index (i) is observed, as detailed in paragraph 12 of these Warrant Final Terms
	(ix)	Specified methodology for determining Index Level if the Valuation Date is a Disrupted Day:	Paragraph 1.4 of Part B of Equity Linked Annex applies
	(x)	Valuation Time:	Definitions in Part C of Equity Linked Annex apply
	(x i )	Other adjustments:	Not Applicable
11.		Inflation Linked Warrants:	Not Applicable
12.		FX Linked Warrants:	Not Applicable
13.		Commodity Linked Warrants:	Not Applicable
14.		Relevant Clearing Systems:	Euroclear and Clearstream, Luxembourg
15.		Additional Business Centres:	None
16.		Other Conditions:	Not Applicable
17.	Preference Share Redemption Date:		7 September 2018

ISIN Number: KYG0803A1904 Common Code: 65856077

FINAL TERMS RELATING TO THE PREFERENCE SHARES

1.	Preference Share Issuer:	Barclays Capital (Cayman) Limited
2.	Preference Share Issue Date:	29 August 2017
3.	Preference Share Class:	Class 48N
4.	Preference Share Redemption Amount:	£ 2.00 x $(1 +$ Share Increase)
5.	Preference Share Redemption Date:	7 September 2018
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: KYG0803A2084 Common Code: 605856093

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

$(i)$ Listina Application has been made by the Bank (or on its and behalf) for the Notes to be admitted to trading on and admission to trading: admitted to the Official List of the London Stock Exchange's regulated market with effect from 12 August 2011.

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.

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the Offer:	See "Use of Proceeds" wording in the Base Prospectus

• $(ii)$ Estimated net proceeds: £8,000,000
• $(iii)$ Estimated total expenses: £300 (listing fees)
• 1. YIELD OF THE NOTES (FIXED RATE NOTES ONLY) INDICATION OF YIELD:

Not Applicable

7. HISTORIC INTEREST RATES (FLOATING RATE NOTES ONLY)

Not Applicable

8. PERFORMANCE OF THE UNDERLYING, EXPLANATION OF EFFECT ON VALUE OF THE SECURITIES AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

Information relating to each Index including its past and future performance and volatility, may be obtained from Bloomberg screen page: (i) UKX , in respect of Index 1: and (ii) SPX , 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 Index Level have been chosen to demonstrate the potential returns to an investor.

(1) If at least one Index(i) has not traded above 120 per cent. on any Observation
Date, no Lock-In Event will be deemed to have occurred and the potential return will
be as follows:

Observation	Is Index $1 \geq 50\%$	Is Index $2 \ge 50\%$	Capital Growth for	Initial Capital
Date			that year (paid at	Return based on
			maturity) based on	£10,000
			£10,000 investment	investment
	Yes	Yes	£770
1
	No	No	£0
	Yes	Yes	£770
$\overline{2}$
	Yes	No	£0
	Yes	Yes	£770
$\ensuremath{\mathsf{3}}$
	$\rm No$	No	£0
	Yes	Yes	£770
$\overline{4}$
	No	No	£0
$\overline{5}$	Yes	Yes	£770
	No	No	£0
$\,6\,$	Yes	Yes	£770
	No	$\rm No$	£0
	$\rm No$	$\rm No$	$-10%$	£10,000.00
			$-20%$
				£10,000.00
			$-30%$	£10,000.00
			$-40%$	£10,000.00
			$-50%$	£5,000.00
			$-49%$	4,900.00
			$-70%$	3,000.00

• (2) A Lock-in Event will be deemed to have occurred if the Index Level of the Worst Performing Index is equal to or greater than 120 per cent. on any Observation Date (i) (where "i" represents a number from 1 to 6).
• (3) Any previous capital growth that has been accumulated $+$ all potential future growth $+$ 100 per cent. of initial capital invested is paid out. Therefore, a potential total return is equal to £14,620 - this is paid out if neither Index Level is below 50 per cent. of its Initial Index Level on any Observation Date (i) prior to a Lock-In Event.

In certain circumstances (including at the Note Issuer's option, if applicable, 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 Index 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.

9. 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 during the Offer Period. 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 investors by the relevant 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.

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 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 offer are to be made public:	Not Applicable
Procedure for exercise of any right of pre- emption, negotiability of subscription rights and treatment of subscription rights not exercised:	Not Applicable
Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries:	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.
amount allotted and the indication whether dealing may begin before notification is made:	Process for notification to applicants of the Each investor will be notified by the relevant Financial Intermediary of its allocation of at the time of such investor's Notes application.
Amount of any expenses and taxes specifically charged to the subscriber or purchaser:	Not Applicable
Name(s) and address(es), to the extent known to the Bank, of the placers in the various countries where the offer takes place:	Barclays Capital 5 The North Colonnade London E14 4BB

SCHEDULE 1

DISCLAIMERS

Index 1: FTSE 100 Index disclaimer

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Index 2: S&P 500 Index disclaimer

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