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Barclays PLC — Capital/Financing Update 2011
Oct 13, 2011
5250_rns_2011-10-13_30d25963-433f-419e-a64a-3b52877d81c9.pdf
Capital/Financing Update
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Jehan Buhari Vice President - Legal UK & Europe Authorised to Sian
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
SEK 1,690,000 FX Linked Notes due October 2013 (the "Notes")
Series NX00044818
under the Global Structured Securities Programme
Issue Price: 105 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 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
Final Terms dated 13 October 2011
The distribution of this document and the offer of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession these Final Terms come are required by the Bank to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in "Purchase and Sale" in the Base Prospectus. In particular, the Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended, and are subject to US tax law requirements. Trading in the Securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act of 1936, as amended. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to US persons, nor may any US persons at any time trade or maintain a position in such Securities.
Part A
Terms and Conditions of the Securities
The Securities shall have the following terms and conditions, which shall complete, modify and/or amend the Base Conditions and/or any applicable Relevant Annex(es) set out in the Base Prospectus dated 5 August 2011.
| Parties | |
|---|---|
| Issuer: | Barclays Bank PLC |
| Guarantor: | N/A |
| Manager: | Barclays Bank PLC |
| Determination Agent: | Barclays Bank PLC |
| Issue and Paying Agent: | Svenska Handelsbanken AB (the "Swedish Issue and Paying Agent") |
| 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, THE BASE PROSPECTUS AND THE SUPPLEMENTAL PROSPECTUS, SEE "PURCHASE AND SALE" AND "CLEARANCE, SETTLEMENT AND TRANSFER RESTRICTIONS -TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES" IN THE BASE PROSPECTUS AND THE SUPPLEMENTAL 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".
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 OR THE SUPPLEMENTAL PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
These Securities are Swedish Registered Securities. Securityholders should refer to the provisions of the Swedish Securities Annex to the Base Prospectus which shall apply to the Securities.
| 1 | Series: | NX00044818 | |
|---|---|---|---|
| 2 | Currency: | Swedish Krona ("SEK") | |
| 3 | Notes: | Applicable | |
| Aggregate Nominal Amount as at (i) the Issue Date: |
SEK 1,690,000 | ||
| (ii) Specified Denomination: | SEK 10,000 | ||
| (iii) Minimum Tradable Amount: | N/A | ||
| (iv) Calculation Amount per Security as at the Issue Date: |
Specified Denomination | ||
| 4 | Certificates: | N/A | |
| 5 | Form: | ||
| Global/Definitive/Uncertificated (i) and dematerialised: |
Dematerialised Uncertificated Securities in. dematerialised book-entry form in accordance with the Swedish Financial Instruments Accounts Act (1998:1479), as amended. Cleared and settled in Euroclear Sweden AB |
||
| (ii) NGN Form: | N/A | ||
| (iii) Held under the NSS: | N/A | ||
| (iv) CGN Form: | N/A | ||
| $(v)$ CDIs: | N/A | ||
| 6 | Trade Date: | 27 September 2011 | |
| 7 | Issue Date: | 13 October 2011 | |
| 8 | Redemption Date: | October 2013, subject to adjustment 16 in. accordance with the Business Day Convention |
|
| 9 | Issue Price: | 105 per cent. of the Aggregate Nominal Amount | |
| 10 | Relevant Stock Exchanges: | London Stock Exchange | |
| Nordic Derivatives Exchange ("NDX") | |||
| 11 | The following Relevant Annexes shall | FX Linked Annex | |
| apply to the Securities: | Swedish Securities Annex | ||
| Provisions relating to interest (if any) payable on the Securities | |||
| $12\phantom{.0}$ | Interest: | N/A | |
| 13 | Interest Amount: | N/A | |
| 14 | Interest Rate: | 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: | N/A |
| 20 | Interest Determination Date: | N/A |
| 21 | Interest Calculation Periods: | N/A |
| 22 | Interest Payment Dates: | N/A |
| 23 | Day Count Fraction: | N/A |
| 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: |
N/A |
| Provisions relating to Redemption | ||
| 25 | Settlement Method: | For the purposes of Condition 5.1 of the Base Conditions: |
| Cash Settlement | ||
| 26 | Settlement Currency: | SEK |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
| 28 | Terms relating to Cash Settled Securities: |
|
| Final Cash Settlement Amount: (i) |
On the Redemption Date, each Security will be cash settled in accordance with the following formula: |
|
| Calculation Amount × [100% + Participation × max (0%; Underlying Performance)] | ||
| Where: | ||
| "Participation" means 220 per cent. as determined by the Determination Agent on the Trade Date. |
||
| "Strike Date" means 29 September 2011. | ||
| "Underlying Performance" will be calculated as follows: |
||
| $\begin{array}{cc} \textit{USD-CNY}{\textit{Strike}} & - \textit{USD-CNY}{\textit{Average}} \end{array}$ $USD-CNY$ Strike |
||
| "USD-CNY" means the FX Rate as specified in paragraph 39(i) below. |
||
| "USD-CNY strike" means USD-CNY, as determined by reference to the relevant FX Rate Source on the Strike Date at the Specified Time being 6.3665. |
$\overline{\phantom{a}}$
"USD-CNY Average" means the arithmetic average of
| USD-CNY as determined by reference to the relevant FX Rate Source on the Averaging Dates at the Specified Time. |
|||
|---|---|---|---|
| (ii) Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions | ||
| (iii) Early Cash Redemption Date: | As defined in Condition 24 of the Base Conditions | ||
| 29 | Terms relating to Physically Delivered Securities: |
N/A | |
| 30 | Nominal Call Event: | N/A | |
| 31 | Call Option: | N/A | |
| 32 | Put Option: | N/A | |
| 33 | Specified Early Redemption Event: | N/A | |
| 34 | Maximum and Minimum Redemption Requirements: |
N/A | |
| 35 | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: |
N/A | |
| 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: | Applicable | |
| (i) | Single FX Rate, Basket of FX Rates, FX index, or FX-linked product (each a "Reference Asset"): |
FX Rate: USD-CNY: The value in units of CNY of one unit of USD |
|
| (ii) | FX Rate Source(s): | Reuters Page SAEC | |
| (iii) | Specified Time: | 9:15am Beijing time | |
| (iv) | Specified Rate: | The FX Rate as stated on the FX Rate Source at the Specified Time |
|
| (v) | Spot Rate: | N/A | |
| (v i ) | Principal Financial Centre: | As per the FX Linked Annex | |
| (vii) | Elective FX Disruption Event: | N/A | |
| (viii) FX Disruption Events: | Applicable – As per the FX Linked Annex | ||
| (ix) | Valuation Date: | Each Averaging Date | |
| (x) | Valuation Time: | Specified Time | |
| (xi) | Averaging: | ||
| (a) Averaging Dates: | 29 March 2013, 29 April 2013, 29 May 2013, 1 July |
2013, 29 July 2013, 29 August 2013, 7 October 2013 in each case subject to adjustment in accordance with the Business Day Convention
Modified Following Business Day Convention
$N/A$
$(b)$ Business Day Convention:
- (xii) Rate Calculation Date:
- (xiii) Business Day Convention relating $N/A$ to Valuation Date
- Credit Linked Securities: 40 $N/A$
- 41 Commodity Linked Securities: $N/A$
- 42 (a) Barclays Capital Commodity Index N/A Linked Securities (Section 2 of the Barclays Capital Index Annex):
(b) Barclays Capital Equity Index N/A Securities (Section 3 of the Barclays Capital Index Annex):
(c) Barclays Capital FX Index Linked N/A Securities (Section 4 of the Barclays Capital Index Annex):
(d) Barclays Capital Interest Rate Index N/A Linked Securities (Section 5 of the Barclays Capital Index Annex):
(e) Barclays Capital Emerging Market N/A Index Linked Securities (Section 6 of the Barclays Capital Index Annex):
- 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 or Spanish Securities:
- 46 Additional provisions relating to Taxes N/A and Settlement Expenses:
Definitions
- 47 As defined in Condition 24 of the Base Conditions Business Day:
- 48 Additional Business Centre(s): In respect of valuation: Beijing
Selling restrictions and provisions relating to certification
Swedish Registered Securities may not provide for any form of settlement (including in respect of payment of interest) other than payment in cash.
| 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 Sweden AB | |
| 53 | If syndicated, names of Managers: | N/A | |
| 54 | Details relating to Partly Paid (a) Securities: |
N/A | |
| (b) | Details relating to Instalment Notes: |
N/A | |
| 55 | Relevant securities codes: | ISIN: SE0004113819 | |
| 56 | Modifications the Master N/A tο Subscription Agreement and/or Agency Agreement: |
||
| 57 | Additional Conditions and/or modification to the Conditions of the Securities: |
N/A |
$\mathbf{1} \, \mathbf{0}$
Part B Other Information
| Listing and Admission to Trading | ||
|---|---|---|
| (i) | Listing: | London and Stockholm |
| (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 and NDX on or around the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
N/A |
$\overline{2}$ Ratings
$\mathbf{1}$
Ratings:
The Securities have not been individually rated.
$\overline{3}$ Notification
The Financial Services Authority has provided the Swedish Finansinspektionen with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
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.
Reasons for the Offer, Estimated Net Proceeds and Total Expenses $51$
| - (i) | Reasons for the offer: | General funding |
|---|---|---|
| (ii) Estimated net proceeds: | SEK 1.774.500 | |
| (iii) Estimated total expenses: | N/A |
$61$ Fixed Rate Securities Only - Yield
Indication of yield: $N/A$
Floating Rate Securities Only - Historic Interest Rates $71$
$N/A$
Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of 8 Investment and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
Past performance in respect of the FX Rate can be obtained on the relevant FX Rate Source.
The Issuer does not intend to provide post-issuance information.
$\overline{9}$ Performance of Rate of Exchange and Explanation of Effect on Value of Investment
$N/A$
$11$
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 $number(s)$ : |
Swedish Central Securities Depository & Clearing (Euroclear Sweden) identification Organisation number: 556112-8074. |
|---|---|
| Delivery: | Delivery against payment |
| Name and address of Swedish Issue and Paying Agent: |
Svenska Handelsbanken AB (publ) Blasieholmstorg12 SE-106 70 Stockholm Sweden |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
No |
| Offer Information | |
| Offer Price: (i) |
SEK 10,500 per Security |
| Offer Period | |
| The Securities will be publicly offered in Sweden from and including 17 August 2011 to and including 23 September 2011. |
|
| Third Party Fees | |
| The Issue Price includes a commission element shared with a third party, which will be no more than 0.5-1.2 per cent. per annum of the Issue Price. Further details of the commission element are available upon request. |
|
| Conditions to which the offer is subject: (ii) |
Offers of the Securities made prior to the Issue Date are conditional on their issue. There is no pre- identified allotment criteria. The Manager will adopt allotment criteria that ensures equal treatment of |
prospective investors. All of the Securities requested through the Distributor during the Offer Period will be assigned up to the maximum amount of the offer. A prospective investor will, on the Issue Date, receive 105 per cent, of the amount of Securities allocated to it during the Offer Period.
The Issuer reserves the right to withdraw the offer of the Securities prior to the Issue Date, if, due to the market conditions on the Trade Date, it is not possible for Participation to reach 180 per cent.
For the avoidance of doubt, if any application has been made by the potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant.
accordance with the Distributor's usual
The minimum amount of application per investor will
be SEK 10.500 in nominal amount of the Securities.
(iii) Description of the application process: Applications for the Securities can be made in Sweden through the Distributor. Distribution will be
in.
$N/A$
procedures.
- (iv) Details of the minimum and/or maximum amount of application:
- (v) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
- (vi) Details of method and time limits for paving up and delivering the Securities:
The total payment of the Offer Price of the Securities must occur on 7 October 2011 to the Distributor's office having received the subscription.
The Securities will be made available on a delivery after payment basis: the Issuer estimates that the Securities will be delivered through the Distributor, subsequent to payment of the Offer Price, to prospective Securities holders in deposit accounts held, directly or indirectly, by the Distributor at VPC.
- (vii) Manner in and date on which results of the offer are to be made public:
- (viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Results of the offer will be made public via the Distributor within 5 Business Days after the end of the Offer Period.
$N/A$
- (ix) Categories of prospective investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:
- (x) Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
- (xi) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
- (xii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
Offers may be made through the Distributor in Sweden to any person. Offers (if any) in other EEA countries will only be made through the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.
Applicants will be notified directly by the Distributor of the success of their application. No dealings in the Securities may take place prior to the Issue Date.
Apart from the Offer Price, the Issuer is not aware of any expenses and taxes specifically charged to the subscriber or purchaser. Erik Penser Bankaktiebolag Biblioteksgatan 9
Box 7405 103 91 Stockholm Sweden (the "Distributor")