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Barclays PLC — Capital/Financing Update 2011
Aug 25, 2011
5250_rns_2011-08-25_8d8c1160-94a3-4016-8cbc-fa9dba264b21.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
USD 14,200,000 Floating Rate Credit Linked Notes due September 2016 (the "Notes")
Series NX00048292
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 (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 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 25 August 2011
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: | N/A |
| Italian Securities Agent: | 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"). 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.
| 1 | Series: | NX00048292 |
|---|---|---|
| 2 | Currency: | United States dollar ("USD") |
| 3 | Notes: | Applicable |
| Aggregate Nominal Amount as at (i) the Issue Date: |
USD 14,200,000 | |
| Specified Denomination and (ii) Nominal Amount: |
USD 100,000 | |
| (iii) Minimum Tradable Amount: | USD 1,000,000 | |
| (iv) Calculation Amount per Security as at the Issue Date: |
Specified Denomination | |
| (v) Nominal Amount: | Calculation Amount | |
| 4 | Certificates: | N/A |
| 5 | Form: | |
| Global/Definitive/Uncertificated (i) |
Global Bearer Securities: | |
| and dematerialised: | 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: | 11 August 2011 |
| 7 | Issue Date: | 25 August 2011 |
| 8 | Redemption Date: | 20 September 2016 (the "Scheduled Redemption Date") provided that if an Extension Notice is effective and no Relevant Event Determination Date occurs on or prior to the Securities Extension Date, the date falling five Business Days after the Securities Extension Date or, if an Extension Notice is effective and a Relevant Event Determination Date occurs on or prior to the Securities Extension Date, the Credit Event Redemption Date. |
| 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 (specify each applicable Relevant Annex): |
Credit Linked Annex |
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: | |
| Fixed Rate: (i) |
N/A | |
| Floating Rate: (ii) |
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 |
| Floating Rate Option: (i) |
USD-LIBOR-BBA | |
| Designated Maturity: (ii) |
3 months except for the first Interest Calculation Period where Linear Interpolation will apply |
|
| (iii) Reset Date: | First day of each Interest Calculation Period | |
| 17 | Margin: | Plus 2.85 per cent. per annum |
| 18 | Minimum/Maximum Interest Rate: | N/A |
| 19 | Interest Commencement Date: | Issue Date |
| 20 | Interest Determination Date: | As per Conditions 4 and 24 of the Base Conditions |
| 21 | Interest Calculation Periods: | As defined in Condition 24 of the Base Conditions |
| Interest Period End Dates: (i) |
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: |
Linear Interpolation in respect of the first Interest Calculation Period |
|
| 22 | Interest Payment Dates: | 20 March, 20 June, 20 September and 20 December, commencing on 20 September 2011, to and Redemption Date, including the subject to adjustment in accordance with the Business Day Convention |
| 23 | Day Count Fraction: | Actual/360 |
| 24 | Fallback 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: |
Following the occurrence of a Relevant Event Determination Date, the Securities will cease to accrue interest as 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. Provisions relating to Redemption 25 Settlement Method: For the purposes of Condition 5.1 of the Base Conditions: Cash Settlement, provided that no Event Determination Date occurs prior to the later of the Scheduled Redemption Date and the Securities Extension Date. Otherwise please refer to the section on "Terms relating to settlement following a Credit Event" in paragraph 40 26 Settlement Currency: USD 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). As defined in Condition 24 of the Base Conditions (ii) Early Cash Settlement Amount: (iii) Early Cash Redemption Date: As defined in Condition 24 of the Base Conditions 29 Terms relating to Physically Delivered $N/A$ Securities: 30 Nominal Call Event: $N/A$ 31 Call Option: $N/A$ 32 Put Option: $N/A$ 33 Specified Early Redemption Event: $N/A$ $N/A$ 34 Maximum and Minimum Redemption Requirements: 35 Additional Disruption Events in addition $N/A$ to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: 36 Share Linked Securities: $N/A$ 37 Index Linked Securities (Equity indices $N/A$ $only):$ 38 Inflation Linked Securities: $N/A$
39 FX Linked Securities: $N/A$
5
| 40 | Credit Linked Securities: | Applicable | |
|---|---|---|---|
| (i) | Type of Credit Linked Security: | Single Name CLS | |
| (ii) | Determination Agent City: | As set out in the Credit Linked Conditions | |
| (iii) | Credit Event Accrued Interest: | N/A | |
| (iv) | Extension Interest: | N/A | |
| Credit Provisions | |||
| (v) | Reference Entities (together with the related Reference Obligation(s), Obligation(s) and/or Deliverable Obligation(s) thereof, as applicable, each a "Reference Asset"): |
Republic of South Africa, and any Successors | |
| (vi) | Specified Reference Obligations: | ||
| The obligations identified as follows: | |||
| Primary Obligor: | Republic of South Africa | ||
| Guarantor: | N/A | ||
| Maturity: | 27 May 2019 | ||
| Coupon: | 6.875% | ||
| CUSIP/ISIN: | US836205AM61 | ||
| Deliverable Obligations: | As set out in respect of the applicable Transaction Type in the Annex |
||
| Deliverable Obligation Category: | As set out in respect of the applicable Transaction Type in the Annex |
||
| Deliverable Obligation Characteristics: | As set out in respect of the applicable Transaction Type in the Annex |
||
| Excluded Deliverable Obligations: | None | ||
| (vii) Reference CDS: | N/A | ||
| (viii) All Guarantees: | Applicable | ||
| Terms relating to Credit Events | |||
| (ix) | Credit Events: | As set out in respect of the applicable Transaction Type in the Annex |
|
| (x) | For Nth-to-Default Securities only, specify N: |
N/A | |
| (xi) | Default Requirement: | As defined in the Credit Linked Conditions | |
| (xii) Payment Requirement: | As defined in the Credit Linked Conditions | ||
| (xiii) Conditions to Settlement: | As set out in respect of the applicable Transaction Type in the Annex |
| Obligation(s): (xiv) |
|
|---|---|
| Obligation Category: | As set out in respect of the applicable Transaction Type in the Annex |
| Obligation Characteristics: | As set out in respect of the applicable Transaction Type in the Annex |
| (xv) Additional Obligation(s): | N/A |
| (xvi) Excluded Obligation(s): | None |
| Terms relating to settlement following a Credit Event |
|
| (xvii) CLS Settlement Method: | Auction Settlement |
| (xviii) Fallback CLS Settlement Method: | Physical Settlement |
| (xix) Issuer CLS Settlement Option: | N/A |
| Terms relating to Cash Settlement: (xx) |
N/A |
| (xxi) Terms relating to Physical Settlement: |
Applicable where Fallback CLS Settlement Method applies |
| (a) Physical Settlement Period: | As set out in the Credit Linked Conditions |
| (b) Partial Cash Settlement due to Impossibility or Illegality: |
Applicable |
| Partial Cash Settlement of N/A (c) Consent Required Loans: |
|
| (d) Partial Cash Settlement of N/A Assignable Loans: |
|
| (e) Partial Cash Settlement of N/A Participations: |
|
| Delivery (f) provisions for Entitlement if different from stated above: |
N/A |
| (xxii) Valuation Date: | N/A |
| (xxiii) Valuation Time: | N/A |
| (xxiv) 60 Business Day Cap on Settlement: |
N/A |
| Commodity Linked Securities: | N/A |
| (a) Barclays Capital Commodity Index Linked Securities (Section 2 of the |
N/A |
| Barclays Capital Index Annex): | |
| Barclays Capital Equity Index (b) Securities (Section 3 of the Barclays |
N/A |
$\boldsymbol{7}$
Capital Index Annex):
| (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 | ||
| (e) Barclays Capital Emerging Market Index Linked Securities (Section 6 of the Barclays Capital Index Annex): |
N/A | ||
| 43 | Bond Linked Securities: | N/A | |
| 44 | Fund Linked Securities: | N/A | |
| Provisions relating to Settlement | |||
| 45 | Securities: | Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Swedish Registered Securities, VPS Registered Securities Spanish or |
N/A |
| 46 | Additional provisions relating to Taxes N/A and Settlement Expenses: |
||
| Definitions | |||
| 47 | Business Day: | As defined in Condition 24 of the Base Conditions | |
| 48 | Additional Business Centre(s): | Johannesburg | |
| Selling restrictions and provisions relating to certification | |||
| 49 | Non-US Selling Restrictions: | As described in the Base Prospectus | |
| 50 Applicable TEFRA exemption: | N/A | ||
| General | |||
| 51 | Business Day Convention: | Modified Following | |
| 52 | Relevant Clearing Systems: | Euroclear | |
| Clearstream | |||
| 53 | If syndicated, names and addresses of Managers and underwriting commitments: |
N/A | |
| 54 | (a) | Details relating to Partly Paid Securities: |
N/A |
| (b) | Details relating to Instalment Notes: |
N/A |
55 Relevant securities codes:
ISIN: XS0628108234 Common Code: 062810823 $N/A$
- 56 Modifications the Master $to$ Subscription Agreement and/or Agency Agreement:
- 57 Additional Conditions and/or modification to the Conditions of the Securities:
The Issuer shall give notice to the Securityholders of an adjustment or redemption (as the case may be) following any of the events listed above as soon as practicable following the occurrence of such event. For the avoidance of doubt, failure by the Issuer to publish or give notice of any adjustment or redemption hereunder shall not affect the validity or effectiveness of any such adjustment or redemption.
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 London Stock Exchange's Regulated Market on or around the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300 |
The Securities have not been individually rated.
$\overline{2}$ Ratings
Ratings:
$\overline{3}$ Notification
$N/A$
Interests of Natural and Legal Persons involved in the Offer $\overline{4}$
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.
5 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 Fixed Rate Securities Only - Yield
$N/A$ Indication of yield:
$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates
$N/A$
Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of Investment 8 and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
$N/A$
Performance of Rates of Exchange and Explanation of Effect on Value of Investment $\boldsymbol{9}$
$N/A$
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 $number(s)$ : |
N/A |
|---|---|
| Delivery: | Delivery free of payment |
| Names and addresses of additional Paying Agents(s) (if any) and APK Issue and Paying Agent / VP Issuing Agent/ ENL Issuing Agent / Swedish Issue and Paying Agent / VPS Issue and Paying Agent / Spanish Securities Issue and Paying Agent: |
N/A |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
No |
11 Offer Information
$N/A$
ANNEX
| Transaction Type | EMERGING EUROPEAN & MIDDLE EASTERN SOVEREIGN |
|---|---|
| All Guarantees: | Applicable |
| Conditions to | Credit Event Redemption Notice |
| Settlement: | Notice of Publicly Available Information |
| Notice of Physical Settlement | |
| Credit Events: | Failure to Pay |
| Grace Period Extension: Applicable | |
| Payment Requirement: USD 1,000,000 or its equivalent in the relevant Obligation Currency as of the occurrence of the relevant Failure to Pay or potential Failure to Pay |
|
| Repudiation/Moratorium | |
| Obligation Acceleration | |
| Restructuring | |
| Multiple Holder Obligation: Not Applicable | |
| Default Requirement: USD 10,000,000 or its equivalent in the relevant Obligation Currency as of the occurrence of the relevant Credit Event |
|
| Obligation Category: | Bond |
| Obligation | Not Subordinated |
| Characteristics: | Not Domestic Currency |
| Not Domestic Law | |
| Not Domestic Issuance | |
| Physical Settlement | As per the Base Prospectus capped at 30 Business Days |
| Period: | |
| Deliverable Obligation | Bond |
| Category: | |
| Deliverable Obligation | Not Subordinated |
| Characteristics: | Specified Currency: Standard Specified Currencies |
| Not Domestic Law | |
| Not Contingent |
| Not Bearer |
|---|
| Not Domestic Issuance |
| Transferable |