Barclays PLC — Capital/Financing Update 2011

Oct 25, 2011

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

ZAR 44,000,000 Floating Rate Credit Linked Notes due December 2016 (the "Notes")

Series NX00057313

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 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:	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:	NX00057313
2	Currency:	South Africa Rand ("ZAR")
3	Notes:	Applicable
	Aggregate Nominal Amount as at (i) the Issue Date:	ZAR 44,000,000
	(ii) Specified Denomination:	ZAR 4,000,000
	(iii) Minimum Tradable Amount:	N/A
	(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:	7 October 2011
7	Issue Date:	25 October 2011
8	Redemption Date:	20 December 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:	Credit Linked Annex
	Provisions relating to interest (if any) payable on the Securities
12	Interest:	Applicable

As per Conditions 4 and 24 of the Base Conditions 13 Interest Amount:

14 Interest Rate:

	Fixed Rate: (i)	N/A
	Floating Rate: (ii)	ISDA Determination
	(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:	Applicable
	Floating Rate Option: (i)	ZAR-JIBAR-SAFEX
	Designated Maturity: (ii)	3 months, except for the first interest period where Linear Interpolation will apply.
	(iii) Reset Date:	First day of each Interest Calculation Period
17	Margin:	Plus 7.10 per cent. per annum
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
	(ii) Interest calculation method for short or long Interest Calculation Periods:	In respect of the first Interest Calculation Period, Linear Interpolation will apply.
22	Interest Payment Dates:	20 March, 20 June, 20 September and 20 December in each year, commencing on 20 December 2011, to and including the Redemption Date, subject to adjustment in accordance with the Business Day Convention
23	Day Count Fraction:	Actual/365 (Fixed)
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 earlier to occur 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:
		Settlement, provided that Cash Event no Determination Date occurs prior to the later of the Scheduled Redemption Date or 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:	ZAR
27	Settlement Number:	As defined in Condition 24 of the Base Conditions
28	Terms relating to Cash Settled Securities:
	Final Cash Settlement Amount: (i)	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)
	(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:	Applicable
	(i) Affected Jurisdiction Hedging Disruption:	N/A
	Affected Jurisdiction Increased (ii) Cost of Hedging:	N/A
	Affected Jurisdiction: (iii)	N/A
	Other Additional Disruption (iv)	N/A

Events:

	(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:	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"):	HCA Inc and any Successors
	(vi)	Specified Reference Obligations:
		The obligations identified as follows:
		Primary Obligor:	HCA Inc
		Guarantor:	N/A
		Maturity:	15 January 2015
		Coupon:	6.375 per cent.
		CUSIP/ISIN:	US404119AP45
		Deliverable Obligations:
		Deliverable Obligation Category:	As set out in the Annex
		Deliverable Obligation Characteristics:	As set out in the Annex
		Excluded Deliverable Obligations:	None
	(vii)	Reference CDS:	N/A
		(viii) All Guarantees:	As set out in respect of the applicable Transaction

Type in the Annex

Terms relating to Credit Events

(ix)	Credit Events:	As set out 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 the Annex
(xiv)	Obligation(s):
	Obligation Category:	As set out in the Annex
	Obligation Characteristics:	As set out 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
(xx)	Terms relating to Cash Settlement:	Applicable
	Credit Event Redemption (a) Amount:	In respect of each Security, (a) CLS Cash Settlement Amount; minus (b) such Security's pro rata share of Swap Costs
		Where:
		"CLS Cash Settlement Amount" means, in respect of each Security, the product of (a) the portion of the Aggregate Nominal Amount of such Security determined as at the relevan Event Determination Date and (b) the Final Price.
		"Final Price" means the Auction Final Price, unless Fallback CLS Cash Settlement Method is the applicable.
		"Swap Costs" means an amount determined by the Determination Agent acting in a reasonable manner equal to any loss or costs incurred (or expected to be incurred) by or on behalf of the Issuer as a result of terminating, liquidating, obtaining its or re- establishing any of: (a) a Treasury Deposit, but excluding any loss or

costs incurred (or expected to be incurred) in respect of currency movements incurred by or on behalf of the Issuer by exchanging the ZAR proceeds of the Securities into USD unless the loss or cost results directly from the spot exchange of ZAR into USD specifically to pay such loss or cost; and

(b) a Basis Swap;

"USD" means United States Dollar

"Treasury Deposit" means the deposit of USD by or on behalf of the Issuer with the Issuer's internal treasury division in USD made on the Issue Date with a maturity date of 20 December 2016 for a USD notional equivalent to ZAR 44,000,000 (using a USD/ZAR spot at the Trade Date).

"Basis Swap" means the swap with a maturity date of 20 December 2016 where the Issuer receives ZAR 44,000,000 plus ZAR floating interest and pays USD notional equivalent to ZAR 44,000,000 (using a USD/ZAR spot at Trade Date) plus USD floating interest.

(b) Credit Event Redemption Five Business Days following the calculation of the Date: Final Price

	(c)	CLS Valuation Date:	Single CLS Valuation Date
--	-----	----------------------------	---------------------------

Bid

• (d) CLS Valuation Time: As specified in the Credit Linked Conditions
• (e) Quotation Method:

Amount:

• As specified in the Credit Linked Conditions (f) Quotation Amount:
• (g) Minimum Quotation As specified in the Credit Linked Conditions
• (h) Valuation Method Highest
• $(xxi)$ Terms relating to Physical Applicable Settlement: (a) Physical Settlement Period: As set out in the Annex (b) Partial Cash Settlement due to Applicable impossibility or illegality: (c) Partial Cash Settlement of N/A Consent Required Loans: (d) Partial Cash Settlement of N/A Assignable Loans: (e) Partial Cash Settlement of N/A
• 9

Participations:

	(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:	N/A
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, Registered Securities, VPS Swedish Securities Registered Spanish or Securities:	N/A
46	Additional provisions relating to Taxes and Settlement Expenses:	N/A

Definitions

As defined in Condition 24 of the Base Conditions 47 Business Day:

48	Additional Business Centre(s):		New York
		Selling restrictions and provisions relating to certification
49		Non-US Selling Restrictions:	As defined in the Base Prospectus
50		Applicable TEFRA exemption:	N/A
General
51		Business Day Convention:	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: XS0548359495
			Common Code: 054835949
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:	N/A

Part B Other Information

$\mathbf{1}$ Listing and Admission to Trading London $(i)$ Listing: $(ii)$ Application is expected to be made by the Issuer Admission to trading: (or on its behalf) for the Securities to be admitted to trading on the London Stock Exchange's Regulated Market with effect from on or around the Issue Date. $(iii)$ Estimate of total expenses related to GBP 300 admission to trading: $\mathbf{2}$ Ratings Ratings: The Securities have not been individually rated. $\overline{3}$ 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:

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

$N/A$

$\mathbf{9}$ 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

Transaction Type	STANDARD NORTH AMERICAN
	CORPORATE
All Guarantees:	Applicable
Conditions to	Available Notice $\sigma$ f Publicly
Settlement:	Information Applicable
Credit Events:	Bankruptcy
	Failure to Pay
	Restructuring
	Restructuring Maturity
	Limitation and Fully
	Transferable Obligation
	Applicable
Obligation	Borrowed Money
Category:
Obligation	None
Characteristics:
Physical Settlement	30 Business Days
Period:
Deliverable	Bond or Loan
Obligation
Category:
Deliverable	Not Subordinated
Obligation Characteristics:	Specified Currency
	Not Contingent
	Assignable Loan
	Consent Required Loan
	Transferable
	Maximum Maturity: 30 years
	Not Bearer