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Barclays PLC — Capital/Financing Update 2011
Oct 17, 2011
5250_rns_2011-10-17_e197c753-db7f-4bb6-af28-0e1112139a0f.pdf
Capital/Financing Update
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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
1,500 Commodity Linked Warrants due October 2016 (the "Warrants")
Series NX00057823
under the Global Structured Securities Programme
Issue Price: GBP 870 per Security
This document constitutes the 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
Final Terms dated 17 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: | 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: | NX00057823 | |
|---|---|---|---|---|
| (ii) | Tranche: | 1 | ||
| 2 | Currency: | Pound Sterling ("GBP") | ||
| 3 | Number of Warrants or Exercisable Certificates being issued: |
1,500 | ||
| 4 | (i) | Minimum Tradable Amount: | GBP 50,000 | |
| (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: | Applicable | ||
| (v) | CDIs: | N/A | ||
| 6 | Trade Date: | 19 September 2011 | ||
| 7 | Issue Date: | 17 October 2011 | ||
| 8 | Issue Price: | GBP 870 per Security | ||
| 9 | Relevant Stock Exchange: | London Stock Exchange | ||
| 10 | The following Relevant Annex(es) shall apply to the Securities: |
Commodity 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 |
N/A |
other terms 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: | European Style | |||
|---|---|---|---|---|---|---|
| (ii) | Multiple Exercise Securities | N/A | ||||
| 25 | Call/Put Securities: | The Securities are Call Securities | ||||
| 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): | 17 October 2016, provided that, if such date is not a Business Day, the Exercise Date will be the immediately succeeding Business Day. |
||||
| 30 | Potential Exercise Business Dates: | N/A | ||||
| 31 | Exercise Business Day: | N/A | ||||
| 32 | Exercise Period: | N/A | ||||
| 33 | Expiration Date: | Exercise Date | ||||
| 34 | Automatic Exercise: | Applicable | ||||
| 35 | Minimum Number Exercise Requirement: |
N/A | ||||
| 36 | Maximum Daily Number: | N/A | ||||
| 37 | Nominal Call Event: | Applicable | ||||
| (i) | Nominal Call Threshold Amount: |
As defined in Condition 24 of the Base Conditions | ||||
| (ii) | Nominal Call Threshold Percentage: |
As defined in Condition 24 of the Base Conditions | ||||
| 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 Securities: |
|||||
| (i) | Exercise Cash Settlement Amount: |
On the Exercise Cash Settlement Date, the Issuer will pay to each Securityholder an amount in the Settlement Currency in respect of each Security determined by the Determination Agent in accordance with the following formula: |
Calculation Amount x AsianBasketFinal
Where:
"AsianBasketFinal" will be calculated in accordance with the following formula:
$$
\frac{1}{[n]} \sum_{t=1}^{[n]} \text{Basket}(t)
$$
"Basket(t)" will be calculated in accordance with the following formula:
$$
\sum_{i=1}^{5} W_{(i)} \times \left[ \frac{P_{(i)}(t)}{P_{(i) \text{Initial}}} \right]
$$
"Final Valuation Date" means 3 October 2016.
"n" means the number of Observation Dates during the Observation Period.
"Observation Date(t)" means 5 October 2015, 3 November 2015, 3 December 2015, 4 January 2016, 3 February 2016, 3 March 2016, 4 April 2016, 3 May 2016, 3 June 2016, 5 July 2016, 3 August 2016, 6 September 2016 and the Final Valuation Date.
"P(i)Initial" means the Relevant Commodity Price for the Relevant Commodity(i) in the Basket on the Strike Date, as set out in the Schedule.
"P(i)(t)" means the Relevant Commodity Price for the Relevant Commodity(i) in the Basket on the Observation Date(t).
"Relevant Commodity Price" means, in respect of the Relevant Commodity(i), for any Pricing Date, the price, expressed as a price per unit of the Relevant Commodity(i), determined with respect to that day for the specified Commodity Reference Price.
"Strike Date" means 3 October 2011.
"W(i)" means the weight of the Relevant Commodity(i), as set out in the Schedule.
- (ii) Exercise Cash Settlement Date: As defined in Condition 24 of the Base Conditions
- (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: N/A
| 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 | notices only): | Index Linked Securities (Equity | N/A | ||
| 50 | Inflation Linked Securities: | N/A | |||
| 51 | FX Linked Securities: | N/A | |||
| 52 | Credit Linked Securities: | N/A | |||
| 53 | Commodity Linked Securities: | Applicable | |||
| (i) | Relevant Commodity, Commodity Index, Basket of Commodities/Commodity Indices (including weighting of commodities/commodity indices) (each a "Reference Asset"): |
A basket comprising five commodities (each a "Relevant Commodity(i)" and, collectively, the "Basket") as set out in the Schedule. |
|||
| (ii) | Commodity Reference Price: | In respect of each Relevant Commodity(i), as set out in the Schedule |
|||
| (iii) | Price Source(s): | In respect of each Relevant Commodity(i), as set out in Part C, Condition 3.1. of the Commodity Linked Annex (except for Oil-Brent-ICE FUTURES, in respect of which the Price Source shall be ICE Futures) |
|||
| (iv) | Exchange(s): | N/A | |||
| (v) | Specified Price: | In respect of each Relevant Commodity(i), as set out in the Schedule |
|||
| (vi) | Delivery Date: | In respect of each Relevant Commodity(i), as set out in the Schedule |
|||
| (vii) | Pricing Date: | The Strike Date and each Observation Date, subject to adjustment in accordance with the Commodity Business Day Convention. |
|||
| Common Pricing: | N/A | ||||
| (viii) | Commodity Market Disruption Events: |
As per the Commodity Linked Annex | |||
| Market | Disruption of connected Futures Contract(s): |
N/A | |||
| Disruption Fallback(s): | As per the Commodity Linked Annex | ||||
| Fallback Reference Price: | N/A | ||||
| Additional provisions for Trading | N/A | ||||
Disruption:
| (ix) | Adjustments to Commodity Index: |
N/A | |
|---|---|---|---|
| (x) | Commodity Business Day Convention: |
Following | |
| 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 | ||
| (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 | |
| 63 | Additional Business Centre(s): | N/A | |
| Selling restrictions and provisions relating to certification | |||
| 64 | Non-US Selling Restrictions: | As described in the Base Prospectus. | |
| 65 | Applicable TEFRA exemption: | N/A | |
| 66 | Other: | N/A |
General
| 67 | Business Day Convention: | Modified Following |
|---|---|---|
| 68 | Relevant Clearing Systems: | Euroclear |
| Clearstream | ||
| 69 | If syndicated, names and addresses of Managers: |
N/A |
| 70 | Relevant securities codes: | ISIN: GB00B5395J23 |
| Common Code: 68309875 | ||
| 71 | Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time): |
N/A |
| 72 | 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 with effect from the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
Approximately 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 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): |
N/A |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
No |
11 Offer Information
The Issue Price includes a commission element to be shared with a third party, which shall not exceed 4.00 per cent., further details of which are available upon request.
Schedule
The Basket
| i | Re lev t an Co d i ty mm o |
W (i) |
Co d i ty mm o fer ice Re Pr en ce |
Sp i f ie d Pr ice ec |
De l ive Da te ry |
B loo be m rg ic ke * ( fo T r r in d ica ion t ly ) p ur p os es on |
P(i )Ini tial |
|---|---|---|---|---|---|---|---|
| 1 | Co rn |
2 0 % |
C O R N- C B O T |
f f l O ic ia lem Se t t t Pr ice en |
by F irs t Ne ar h ( d Mo t Se n co n by h Ne Mo t ar n for Pr ic ing an y Da h ic h fa l ls te w f he ter t on or a l ier to ea r oc cu r f ( ) he i t t ion o op da ira t ion te ex p d ( i i ) he las t t am d ing da f tra y o he lev t t re an Fu tu res ). Co tra t n c |
d C 1 Co ty m |
5. 9 2 5 |
| 2 | l- O i Br t en |
2 0 % |
O I L- B R E N T- I C E F U T U R E S |
f f l O ic ia lem Se t t t Pr ice en |
by F irs t Ne ar h Mo t n |
d C O 1 Co ty m |
1 0 1. 7 1 |
| 3 | Su g ar |
2 0 % |
S U G A R # 1 1 ( )- W O R L D N Y B O T |
f f l O ic ia Se lem Pr ice t t t en |
by F irs t Ne ar h ( d Mo Se t n co n Ne by Mo h t ar n for Pr ic ing an y h h fa l ls Da te ic w f he ter t on or a l ier to ea r oc cu r |
d S B 1 Co ty m |
0. 2 4 8 5 |
| f ( ) he i ion t t o op da ira ion t te ex p d ( ) he las i i t t an d da f tra ing y o he lev t t re an Fu tu res ). Co tra t n c |
|||||||
|---|---|---|---|---|---|---|---|
| 4 | l Ga ine R B O B so |
2 0 % |
G A S O L I N E R B O B- N E W Y O Y X R K- N M E |
f f l O ic ia lem Se Pr ice t t t en |
by F irs t Ne ar h Mo t n |
d X B 1 Co ty m |
2. 5 1 1 |
| 5 | Co p p er |
2 0 % |
C O P P E R- L M E C S A H |
O f f ic ia l ice Pr |
Ca h s |
Y Co O C L A D d ty m |
6 9 7 5 |
*For the avoidance of doubt, Bloomberg tickers are provided for reference purposes only and if there is any discrepancy between the price published on Bloomberg and that published by the Price Source, the price published by the Price Source shall prevail.