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Barclays PLC — Capital/Financing Update 2011
Aug 23, 2011
5250_rns_2011-08-23_7d37f4d9-ad96-4433-b64e-1ad2dc8c76f2.pdf
Capital/Financing Update
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Amended 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
30,000 Index Linked Warrants due August 2015 (the "Warrants")
Series NX00047081
under the Global Structured Securities Programme
Issue Price: GBP 1,000 per Security
This document constitutes the Amended Final Terms of the Warrants (the "Final Terms") described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") 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 5 August 2011, as supplemented and amended from time to time, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Prospectus Directive. 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
Amended Final Terms dated 23 August 2011 (replacing the original Final Terms dated 22 August 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.
Index disclaimer:
The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE 100 (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein.
"FTSE®", "FT-SE®" and "Footsie®" are trade marks of the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under licence. "All-World", "All-Share" and "All-Small" are trade marks of FTSE International Limited.
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 5 August 2011.
| 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: | The Bank of New York Mellon (Luxembourg) S.A. |
| CREST Agent: | N/A |
| Italian Securities Agent: | N/A |
| Paying Agents: | N/A |
| Transfer Agent: | The Bank of New York Mellon (Luxembourg) S.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"). 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 AND THE BASE PROSPECTUS, SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.
EACH PURCHASER OF REGISTERED SECURITIES WILL BE DEEMED, BY ITS ACCEPTANCE OF PURCHASE OF ANY SUCH REGISTERED SECURITIES, TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS INTENDED TO RESTRICT THE RESALE OR OTHER TRANSFER OF SUCH REGISTERED SECURITIES AS SET OUT IN "CLEARANCE, SETTLEMENT AND TRANSFER RESTRICTIONS - TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES" IN THE BASE PROSPECTUS.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Provisions relating to the Securities
| 1 | (i) | Series: | NX00047081 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| 2 | Currency: | Pound Sterling ("GBP") | |
| 3 | Number of Warrants or Exercisable Certificates being issued: |
30,000 | |
| 4 | (i) | Minimum Tradable Amount: | 1 Security |
| (ii) | Calculation Amount per Security as at the Issue Date: |
GBP 1,000 | |
| 5 | Form: | ||
| (i) | Global/Definitive/ Uncertificated and dematerialised: |
Global Registered Securities: Regulation S Global Security |
|
| (ii) | NGN Form: | N/A | |
| (iii) | Held under the NSS: | N/A | |
| (iv) | CGN Form: | N/A | |
| (v) | CDIs: | N/A | |
| 6 | Trade Date: | 8 August 2011 | |
| 7 | Issue Date: | 22 August 2011 | |
| 8 | Issue Price: | GBP 1,000 per Security | |
| 9 | Relevant Stock Exchange: | London Stock Exchange | |
| 10 | The following Relevant Annex(es) shall apply to the Securities: |
FX Linked Annex |
Provisions relating to interest (if any) payable on the Securities
| 11 | Interest: | N/A |
|---|---|---|
| 12 | Interest Amount: | N/A |
| 13 | Interest Rate: | N/A |
| 14 | Screen Rate Determination: | N/A |
| 15 | ISDA Determination: | N/A |
| 16 | Margin: | N/A |
| 17 | Minimum/Maximum Interest Rate: | N/A |
| 18 | Interest Commencement Date: | N/A |
| 19 | Interest Determination Date: | N/A |
| 20 | Interest Calculation Periods: | N/A |
| 21 | Interest Payment Dates: | N/A |
| 22 | Day Count Fraction: | N/A |
| 23 | Fallback provisions, rounding provisions, denominator and any other terms |
N/A |
relating to the method of calculating interest, if different from those set out in the Base Conditions:
Provisions relating to Exercise
| 24 | (i) | Exercise Style: | Bermudan Style |
|---|---|---|---|
| (ii) | Multiple Exercise Securities | Applicable: Single Pay | |
| 25 | Call/Put Securities: | The Securities are Other Exercise Securities. | |
| Where: | |||
| "Other Exercise Securities" means Securities defined as such in these Final Terms. |
|||
| 26 | Units: | The Securities must be exercised in Units. Each Unit consists of 1 Security. |
|
| 27 | Exercise Price: | N/A | |
| 28 | Exercise Parameters: | N/A | |
| 29 | Exercise Date(s): | Each Potential Exercise Business Date(i) | |
| 30 | Potential Exercise Business Date(s): | Each date specified under the heading "Potential Exercise Business Date(i)" in the Schedule. |
|
| Provided that if an Index Observation Date(i) in relation to a Potential Exercise Business Date(i) is postponed to a later date, then such Potential Exercise Business Date(i) shall be deemed to also be postponed to such later date. |
|||
| Where: | |||
| "Index Observation Date(i)" means each date specified under the heading "Index Observation Date(i)" in the Schedule. |
|||
| 31 | Exercise Business Day: | N/A | |
| 32 | Exercise Period: | The period from and including the Issue Date to and including the Expiration Date. |
|
| 33 | Expiration Date: | Final Exercise Date, being as specified in the Schedule. | |
| 34 | Automatic Exercise: | Applicable | |
| 35 | Minimum Number Exercise Requirement: |
N/A | |
| 36 | Maximum Daily Number: | N/A | |
| 37 | Nominal Call Event: | N/A | |
| Provisions relating to Redemption | |||
| 38 | Settlement Method: | Cash Settlement | |
| 39 | Settlement Currency: | GBP | |
| 40 | Settlement Number: | As defined in Condition 24 of the Base Conditions | |
| 41 | Terms relating to Cash Settled | (a) If the Index Performance is equal to or greater |
Securities: than 100 per cent. on the Index Observation Date(1), then the Expiration Date will be brought forward to Potential Exercise Business Date(1) and, following automatic exercise, the Issuer will pay the Exercise Cash Settlement Amount on the Exercise Cash Settlement Date(1) in relation to such Index Observation Date(1).
(b) Otherwise, if the Index Performance is equal to or greater than 100 per cent. on the Index Observation Date(2), then the Expiration Date will be brought forward to Potential Exercise Business Date(2) and, following automatic exercise the Issuer will pay the Exercise Cash Settlement Amount on the Exercise Cash Settlement Date(2) in relation to such Index Observation Date(2).
(c) Otherwise, if the Index Performance is equal to or greater than 100 per cent. on the Index Observation Date(3), then the Expiration Date will be brought forward to Potential Exercise Business Date(3) and, following automatic exercise the Issuer will pay the Exercise Cash Settlement Amount on the Exercise Cash Settlement Date(3) in relation to such Index Observation Date(3).
(d) Otherwise, if the Expiration Date is not brought forward then, following automatic exercise on the Final Exercise Date, the Issuer will pay the Exercise Cash Settlement Amount on the Exercise Cash Settlement Date(4) in relation to Index Observation Date(4).
For the avoidance of doubt, the Securities can only be exercised once.
Where:
"Index Initial" means 5068.95
"Index Level" means as specified in paragraph 49 (viii).
"Index Performance" will be calculated as follows:
$$
100\% \times \left(\frac{\text{Index Level}}{\text{Index Initial}}\right)
$$
An amount in the Settlement Currency in respect of each Warrant equal to:
Calculation Amount x Relevant Percentage
Where:
"Relevant Percentage" means:
(a) If the Expiration Date is brought forward to
(i) Exercise Cash Settlement Amount:
Potential Exercise Business Date(1), the Relevant Percentage shall be 111 per cent.
(b) if the Expiration Date is brought forward to Potential Exercise Business Date(2), the Relevant Percentage shall be 122 per cent.
(c) if the Expiration Date is brought forward to Potential Exercise Business Date(3), the Relevant Percentage shall be 133 per cent.
(d) if any of the above does not apply and the Expiration Date is not brought forward, then in respect of Index Observation Date(4):
(1) If the Index Performance on Index Observation Date(4) is equal to or greater than 100 per cent., then the Relevant Percentage is equal to 144 per cent.;
(2) Otherwise, if the Index Performance on the Index Observation Date(4) is equal to or greater than 60 per cent., then Relevant Percentage is equal to 100 per cent.
(e) Otherwise, if the Index Performance on Index the Observation Date(4) is less than 60 per cent., the Relevant Percentage is equal to
min (Index Performance, 100%)
(ii) Exercise Cash Settlement Date: Each date specified under the heading "Exercise Cash Settlement Date(i)" in the Schedule, provided that if an Index Observation Date(i) is postponed in accordance with the Disrupted Day provisions of the Equity Linked Conditions, the respective Exercise Cash Settlement Date(i) shall be postponed by the corresponding number of days.
N/A
(iii) Early Cash Settlement Amount: As defined in Condition 24 of the Base Conditions (iv) Early Cancellation Date: As defined in Condition 24 of the Base Conditions
42 Specified Early Cancellation Event: N/A
- 43 Call Option N/A
- 44 Early Exercise Trigger Event: N/A
- 45 Terms relating to Physically Delivered Securities:
- 46 Multiplier: N/A
- 47 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: N/A
- 48 Share Linked Securities: N/A
49 Index Linked Securities (Equity notices only):
| (i) | Index/Indices (each a "Reference Asset"): |
FTSE 100 (the "Index") as calculated and sponsored by FTSE International Limited (the "Index Sponsor"). (Bloomber code: UKX ) |
|
|---|---|---|---|
| (ii) | Future Price Valuation: | N/A | |
| (iii) | Exchange-traded Contract: | N/A | |
| (iv) | Exchange: | London Stock Exchange | |
| (v) | Related Exchanges: | All Exchanges | |
| (vi) | Exchange Rate: | N/A | |
| (vii) | Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A | |
| (vii) | Index Level of each Reference Asset: |
The level of Index as published by the Index Sponsor at the Valuation Time |
|
| (viii) | Valuation Date: | Each Index Observation Date | |
| (ix) | Valuation Time: | As per the Equity Linked Annex | |
| (x) | Averaging: | N/A | |
| (xi) | Additional Disruption Event in respect of Index Linked Securities: |
N/A | |
| (xii) | FX Disruption Event: | N/A | |
| 50 | Inflation Linked Securities: | N/A | |
| 51 | FX Linked Securities: | N/A | |
| 52 | Credit Linked Securities: | N/A | |
| 53 | Commodity Linked Securities: | N/A | |
| 54 | Debt Components: | N/A | |
| 55 | Interest Rate Components: | N/A | |
| 56 | (a) Barclays Capital Commodity Index Linked Securities (Section 2 of the Barclays Capital Index Annex): |
N/A | |
| (b) Barclays Capital Equity Index Linked Securities (Section 3 of the Barclays Capital Index Annex): |
N/A | ||
| (c) Barclays Capital FX Index Linked Securities (Section 4 of the Barclays Capital Index Annex): |
N/A | ||
| (d) Barclays Capital Interest Rate Index Linked Securities (Section 5 of the Barclays Capital Index Annex): |
N/A |
8
| (e) Barclays Capital Emerging Market Index Linked Securities (Section 6 of the Barclays Capital Index Annex): |
N/A | |
|---|---|---|
| 57 | Fund Linked Securities: | N/A |
| Additional provisions relating to Settlement | ||
| 58 | Settlement in respect of APK Registered Securities, Swedish Registered Securities, Italian Securities or other Securities: |
N/A |
| 59 | Additional provisions relating to payment of Exercise Price: |
N/A |
| 60 | Additional provisions relating to Taxes and Settlement Expenses: |
N/A |
| Definitions | ||
| 61 | Definition of In-The-Money: | As defined in Condition 24 of the Base Conditions |
| 62 | Business Days: | As defined in Condition 24 of the Base Conditions |
| Additional Business Centre(s): | N/A | |
| Selling restrictions and provisions relating to certification | ||
| 63 | Non-US Selling Restrictions: | As described in the Base Prospectus |
| 64 | Applicable TEFRA exemption: | N/A |
| 65 | Other: | N/A |
| General | ||
| 66 | Business Day Convention: | Following |
| 67 | Relevant Clearing Systems: | Euroclear |
| Clearstream | ||
| 68 | If syndicated, names and addresses of Managers: |
N/A |
| 69 | Relevant securities codes: | ISIN: GB00B4TXR282 |
| Common Code: 066413837 | ||
| 70 | Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time): |
N/A |
| 71 | Additional Conditions and/or modification to the Conditions of the Securities: |
N/A |
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 |
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/OFFER
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 | No |
| allow Eurosystem eligibility: |
11 Offer Information
A distribution fee has been, or will be, paid to a third party. The amount of this fee will not exceed 3 per cent. of the Issue Price determined in respect of each Warrant on the Issue Date. Further details of the distribution fee are available upon request.
Schedule
| i | Index Observation Date(i) |
Potential Exercise Business Date(i) |
Exercise Cash Settlement Date(i) |
|---|---|---|---|
| 1 | 8-August-2012 | 8-August-2012 | 22-August-2012 |
| 2 | 8-August-2013 | 8-August-2013 | 22-August-2013 |
| 3 | 8-August-2014 | 8-August-2014 | 22-August-2014 |
| 4 | 10-August-2015 (the "Final Valuation Date") |
10-August-2015 (the "Final Exercise Date") |
24-August-2015 |