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Barclays PLC — Capital/Financing Update 2011
Sep 28, 2011
5250_rns_2011-09-28_cbbb053d-36d0-42f7-8713-686c92d92f60.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
RUB 1,700,000,000 Fixed Rate First-to-Default Credit Linked Note due December 2015 (the "Notes")
Series NX00053517
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 28 September 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: | NX00053517 | |||
|---|---|---|---|---|---|
| 2 | Currency: | Russian Ruble ("RUB") | |||
| 3 | Notes: | Applicable | |||
| Aggregate Nominal Amount as at (i) the Issue Date: |
RUB 1,700,000,000 | ||||
| (ii) Specified Denomination: | RUB 5,000,000 | ||||
| (iii) Minimum Tradable Amount: | RUB 5,000,000 | ||||
| (iv) Calculation Amount per Security as at the Issue Date: |
Specified Denomination | ||||
| (v) Nominal Amount: | Calculation Amount | ||||
| 4 | Certificates: | N/A | |||
| 5 | Form: | ||||
| (i) | Global/Definitive/Uncertificated | 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: | 16 September 2011. The Securityholder bears the risk of loss from a Credit Event with effect from the Credit Event Backstop Date, which may fall prior to the Trade Date. |
|||
| 7 | Issue Date: | 28 September 2011 | |||
| 8 | Redemption Date: | 20 December 2015. (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 |
Credit Linked Annex |
applicable Relevant 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) |
11.70 per cent. per annum | |||
| Floating Rate: (ii) |
N/A | |||
| (iii) Variable Rate: | N/A | |||
| (iv) Zero Coupon: | N/A | |||
| Bond Linked Securities - Fixed (v) Coupon: |
N/A | |||
| (vi) Bond Linked Securities - Pass Through Interest: |
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 | ||
| Interest Period End Dates: (i) |
Each Interest Payment Date, without adjustment in accordance with the Business Day Convention |
|||
| Interest calculation method for (ii) short or long Interest Calculation |
N/A |
Annually in arrears on the 20th day of each December, commencing on 20 December 2012, through and including the Redemption Date, subject to adjustment in accordance with the Business Day Convention.
23 Day Count Fraction:
Periods: 22 Interest Payment Dates:
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:
Actual/365 (Fixed)
Following the occurrence of a Relevant Event Determination Date, the Securities will cease to accrue interest as of the earlier to occur of the day prior to (i) the Redemption Date and (ii) the Relevant Event Determination Date or, if Credit Event Accrued Interest is not applicable, the Interest Payment Date occurring on or immediately preceding the Relevant Event Determination Date in respect of the Reference Entity 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.
As defined in Condition 24 of the Base Conditions
- 26 Settlement Currency:
- 27 Settlement Number:
- 28 Terms relating to Cash Settled Securities:
- (i) Final Cash Settlement Amount:
100 per cent. per Calculation Amount per Security as at the Issue Date, on the later of the Scheduled Redemption Date and the date falling five Business Days after the Securities Extension Date (where applicable).
- (ii) Early Cash Settlement Amount:
- (iii) Early Cash Redemption Date:
- 29 Terms relating to Physically Delivered Securities:
- 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 Additional Disruption Events in addition $N/A$ to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:
(i) Affected Jurisdiction Hedging $N/A$ Disruption:
As defined in Condition 24 of the Base Conditions As defined in Condition 24 of the Base Conditions
$N/A$
RUB
| (ii) Affected Jurisdiction Increased Cost of Hedging: |
N/A | ||
|---|---|---|---|
| (iii) Affected Jurisdiction: | N/A | ||
| Events: | (iv) Other Additional Disruption | 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 | only): | Index Linked Securities (Equity indices | N/A |
| 38 | Inflation Linked Securities: | N/A | |
| 39 | FX Linked Securities: | N/A | |
| 40 | Credit Linked Securities: | Applicable | |
| (i) | Type of Credit Linked Security: | Nth-to-Default CLS | |
| (ii) | Determination Agent City: | As defined 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"): |
Each entity specified in Annex 2 (the "Reference Portfolio Annex"), and any Successors thereof (as determined in accordance with Credit Linked Condition 8.2) (each a "Reference Entity") |
|
| (vi) | Specified Reference Obligations: | The obligation, if any, specified as such in Annex 2 in respect of a Reference Entity and any Substitute Reference Obligation in respect thereof |
|
| Deliverable Obligations: | As set out in respect of the applicable Transaction Type in the Annex 1 |
||
| Deliverable Obligation Category: | As set out in respect of the applicable Transaction Type in the Annex 1 |
||
| Deliverable Obligation Characteristics: | As set out in respect of the applicable Transaction Type in the Annex 1 |
||
| Excluded Deliverable Obligations: | None | ||
| (vii) Reference CDS: | N/A |
Terms relating to Credit Events
| (ix) | Credit Events: | As set out in respect of the applicable Transaction Type in the Annex 1 |
|||
|---|---|---|---|---|---|
| (x) | For Nth-to-Default Securities only, specify N: |
1 st | |||
| (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 |
||||
| (xiv) | Obligation(s): | ||||
| Obligation Category: | As set out in respect of the applicable Transaction Type in the Annex 1 |
||||
| Obligation Characteristics: | As set out in respect of the applicable Transaction Type in the Annex 1 |
||||
| (xv) Additional Obligation(s): | N/A | ||||
| (xvi) Excluded Obligation(s): | None | ||||
| Credit Event | Terms relating to settlement following a | ||||
| (xvii) CLS Settlement Method: | Physical Settlement | ||||
| (xviii) Fallback CLS Settlement Method: | N/A | ||||
| (xix) Issuer CLS Settlement Option: | N/A | ||||
| (xx) | Terms relating to Cash Settlement: | N/A | |||
| (xxi) Terms relating to Physical Settlement: |
Applicable | ||||
| (a) | Physical Settlement Period: | As set out in the Credit Linked Conditions | |||
| (b) | Partial Cash Settlement due to Impossibility or Illegality: |
Applicable | |||
| (c) Partial Cash Settlement of N/A Consent Required Loans: |
|||||
| (d) Partial Cash Settlement of N/A Assignable Loans: |
|||||
| (e) Partial Cash Settlement of Participations: |
N/A | ||||
| (f) | Delivery 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: |
As specified in the Credit Linked Conditions | |
| 41 | Commodity Linked Securities: | N/A |
| 42 | (a) Barclays Capital Commodity Index Linked Securities (Section 2 of the Barclays Capital Index Annex): |
N/A |
| Barclays Capital Equity Index (b) 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 | |
| (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 | Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Swedish Registered Securities, VPS Registered Securities Spanish or Securities: |
N/A |
| 46 | Additional provisions relating to Taxes and Settlement Expenses: |
N/A |
| Definitions | ||
| 47 | Business Day: | As defined in Condition 24 of the Base Conditions |
| 48 | Additional Business Centre(s): | N/A |
| 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 | Details relating to Partly Paid (a) Securities: |
N/A | |||||
| (b) | Notes: | Details relating to Instalment | N/A | ||||
| 55. | Relevant securities codes: | ISIN: XS0628157363 | |||||
| Common Code: 62815736 | |||||||
| 56 | Modifications the Master to Subscription Agreement and/or Agency Agreement: |
N/A |
57 Additional Conditions $and/or$ modification to the Conditions of the Securities:
Currency Disruption Event
Following the occurrence of a Currency Disruption Event, in addition to the rights of the Issuer set forth in Condition 5.4, the Issuer may determine that the Early Cash Settlement Amount shall be paid in United States dollars.
Definition of Currency Rate
The definition of "Currency Rate" in the Credit Linked Conditions shall be deleted and replaced in its entirety by the following:
"Currency Rate" means the rate determined by the Determination Agent by either (i) asking for quotes from 4 leading dealers at the Next Currency Fixing Time. The highest and lowest quotes shall be discarded and the Determination Agent shall take an average of the remaining two quotes or (ii) If the Credit Determinations Committee publishes a rate for the Auction Settlement for the Reference Entity then the Determination Agent may use such rate. If it is not possible to get four quotes and the Credit Determinations Committee does not publish a rate, then the Determination Agent shall determine the rate acting in a commercially reasonable manner."
Part B Other Information
$\mathbf{1}$ Listing and Admission to Trading London $(i)$ Listing: $(ii)$ 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 GBP 300 admission to trading: $\sqrt{2}$ Ratings
Ratings: The Securities have not been individually rated.
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
- $N/A$ (ii) Estimated net proceeds:
- $N/A$ (iii) Estimated total expenses:
Fixed Rate Securities Only - Yield 6
Indication of yield: $N/A$
$\overline{7}$ 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
$N/A$
$\boldsymbol{9}$ 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 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
$\mathsf{N}/\mathsf{A}$
ANNEX I
| Transaction Type | EMERGING EUROPEAN CORPORATE LPN |
||
|---|---|---|---|
| All Guarantees: | Applicable | ||
| Conditions to | Notice of Publicly Available | ||
| Settlement: | Information Applicable | ||
| Credit Events: | Bankruptcy Failure to Pay Grace Period Extension: Applicable Obligation Acceleration Repudiation/Moratorium Restructuring Multiple Holder Obligation: a) Not Applicable with respect to Obligation Category "Bonds" b) Applicable with respect to |
||
| Obligation Category "Loans" | |||
| Obligation Category: |
Bond or Loan | ||
| Obligation Characteristics: |
Not Subordinated | ||
| Physical Settlement Period: |
As per Section 8.6 of the Definitions | ||
| Deliverable Obligation Category: |
Bond or Loan |
| Deliverable | Not Subordinated |
|---|---|
| Obligation | Not Contingent |
| Characteristics: | Transferable |
| Not Bearer | |
| Assignable Loan | |
| Consent Required Loan | |
ANNEX II
| The Reference Portfolio Annex | ||
|---|---|---|
| Article I. | No. | Reference | Reference | Transaction | Reference Obligation | |
|---|---|---|---|---|---|---|
| Entity | Entity Type Description Notional |
Senior or | ||||
| Amount | (ISIN / CUSIP) | Subordinated | ||||
| in RUB | (Blank if Senior) | |||||
| Gazprom OAO | Aggregate | EMERGING | XS0276456315 | Senior | ||
| Nominal | EUROPEAN | |||||
| Amount of | CORPORATE | |||||
| the Notes | LPN | |||||
| $\overline{2}$ | Sberbank | Aggregate | EMERGING | XS0372475292 | Senior | |
| Nominal | EUROPEAN | |||||
| Amount of | CORPORATE | |||||
| the Notes | LPN | |||||
| 3 | VTB Bank OJSC | Aggregate | EMERGING | XS0365923977 | Senior | |
| Nominal | EUROPEAN | |||||
| Amount of | CORPORATE | |||||
| the Notes | LPN | |||||