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Barclays PLC — Capital/Financing Update 2011
Oct 27, 2011
5250_rns_2011-10-27_9b92bb08-fcf1-4489-bae6-5ff6f77cfe7f.pdf
Capital/Financing Update
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These Securities do not constitute collective investment schemes in the meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). Accordingly, holders of the Securities do not benefit from protection under the CISA or supervision by the Swiss Financial Market Supervisory Authority ("FINMA").
Final Terms
BARCLAYS
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
EUR 3,000,000 Index Linked Notes due October 2013 (the "Notes")
Series NX00057821
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 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 27 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.
Notice to Swiss investors:
The Securities may not be publicly distributed in Switzerland. These Final Terms shall not be dispatched, copied to or otherwise made available to, and the Securities may not be offered for sale to any person in Switzerland, except to Qualified Investors as defined in article 10 of the CISA, i.e. to a) prudentially regulated financial intermediaries such as banks, securities dealers and fund management companies, b) regulated insurance institutions, c) public entities and retirement benefits institutions with professional treasury department, d) companies with professional treasury department, e) High-Net-Worth Individuals (as defined below) and f) investors who have concluded a written discretionary management agreement with a financial intermediary as defined under lit. a) or with an independent asset manager that complies with the requirements pursuant to Art. 6 para 2 of the Collective Investment Schemes Ordinance. A High-Net-Worth Individual is a private individual who confirms in writing at the time of the investment to own a minimum of CHF 2 million of financial investments, whether directly or indirectly.
These Final Terms are neither a prospectus according to Art 652a or Art 1156 of the Swiss Code of Obligations nor a simplified prospectus according to Art 5 of the CISA.
The Securities do not constitute an investment in a collective investment scheme and are not subject to the CISA nor to the supervision of FINMA
Index Disclaimers
STOXX disclaimer
The Eurostoxx 50® index is proprietary and copyrighted material. The Eurostoxx 50® index and the related trademarks have been licensed for certain purposes by Barclays Bank PLC.
STOXX and Dow lones have no relationship to the Issuer, other than the licensing of the Eurostoxx $50^{\circ}$ index and the related trademarks for use in connection with the Securities.
STOXX and Dow Jones do not:
·Sponsor, endorse, sell or promote the Securities.
•Recommend that any person invest in the Securities or any other securities.
•Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Securities.
• Have any responsibility or liability for the administration, management or marketing of the Securities.
•Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the Dow Jones Eurostoxx 50® index or have any obligation to do so.
STOXX and Dow Jones will not have any liability in connection with the Securities. Specifically:
•STOXX and Dow Jones do not make any warranty, express or implied and disclaim any and all warranty about:
.The results to be obtained by the Securities, the owner of the Securities or any other person in connection with the use of the Eurostoxx 50® index ® index and the data included in Eurostoxx 50® index;
•The accuracy or completeness of the Eurostoxx $50^{\circ}$ index and its data;
•The merchantability and the fitness for a particular purpose or use of the Eurostoxx $50^\circ$ index and its data;
•STOXX and Dow Jones will have no liability for any errors, omissions or interruptions in the Eurostoxx 50® index or its data:
•Under no circumstances will STOXX or Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Dow Jones knows that they might occur.
The licensing agreement between Barclays Bank PLC and STOXX is solely for their benefit and not for the benefit of the owners of the Securities or any other third parties.
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: | NX00057821 | ||||
|---|---|---|---|---|---|---|
| 2 | Currency: | Euro ("EUR") | ||||
| 3 | Notes: | Applicable | ||||
| Aggregate Nominal Amount as at the (i) Issue Date: |
EUR 3,000,000 | |||||
| (ii) Specified Denomination: | EUR 1,000 | |||||
| (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 and (i) |
Global Bearer Securities: | |||||
| dematerialised: | Permanent Global Security | |||||
| (ii) NGN Form: | Applicable | |||||
| (iii) Held under the NSS: | N/A | |||||
| (iv) CGN Form: | N/A | |||||
| $(v)$ CDIs: | N/A | |||||
| 6 | Trade Date: | 13 October 2011 | ||||
| 7 | Issue Date: | 27 October 2011 | ||||
| 8 | Redemption Date: | 16 October 2013, subject to adjustment in accordance with the Business Day Convention |
||||
| 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: |
Equity Linked Annex | ||||
| Provisions relating to interest (if any) payable on the Securities | ||||||
| 12 | Interest: | N/A | ||||
| 13 | Interest Amount: | N/A | ||||
| 14 | Interest Rate: | N/A | ||||
| 15 | Screen Rate Determination: | N/A |
$N/A$
$N/A$
16 ISDA Determination:
17 Margin:
| 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, N/A denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base Conditions:
Provisions relating to Redemption
| 25 | Settlement Method: | (i) For the purposes of Condition 5.1 of the Base Conditions: |
|---|---|---|
| Cash Settlement | ||
| (ii) For the purposes of Condition 5.3 of the Base Conditions: |
||
| Cash Settlement | ||
| 26 | Settlement Currency: | EUR. |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
| 28 | Terms relating to Cash Settled Securities: | |
| Final Cash Settlement Amount: (i) |
(a) If the Final Level is equal to or greater than 60 per cent. of the Initial Level, the Final Cash |
Calculation Amount x (100% + 200% x max(0%; Index (f) / Index (0)-1))
(b) Otherwise, if the Final Level is less than 60 per cent. of the Initial Level, the Final Cash Settlement Amount will be an amount per Security calculated as follows:
Settlement Amount will be an amount per
Security calculated as follows:
Calculation Amount x (Index (f) / Index (0))
Where:
"Initial Level" or "Index (0)" means the Index Level on the Initial Valuation Date being 2332.52.
"Initial Valuation Date" means 13 October 2011.
| "Final Level" or "Index (f)" means the Index Level on the Final Valuation Date. |
|||||||
|---|---|---|---|---|---|---|---|
| "Final Valuation Date" means 11 October 2013. |
|||||||
| (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 | Securities: | Terms relating to Physically Delivered | N/A | ||||
| 30 | Nominal Call Event: | N/A | |||||
| 31 | Call Option: | Applicable | |||||
| (i) Cash Settled Securities: | |||||||
| (a) | Optional Cash Settlement Amount: |
The Optional Cash Settlement Amount will be an amount per Security calculated as follows: |
|||||
| Calculation Amount x 118% | |||||||
| (b) | Optional Cash Redemption Date: |
12 October 2012 | |||||
| (ii) Physically Delivered Securities: | N/A | ||||||
| (iii) Issuer Option Exercise Date(s): | 28 September 2012 | ||||||
| (iv) Issuer Option Exercise Period: | As defined in Condition 24 of the Base Conditions |
||||||
| (v) Issuer Notice Period: | 10 Business Days | ||||||
| 32 | Put Option: | N/A | |||||
| 33 | Specified Early Redemption Event: | N/A | |||||
| 34 | Requirements: | Maximum and Minimum Redemption | 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 | Index Linked Securities (Equity indices only): | Applicable | |||||
| (i) | Index/Indices (each a "Reference Asset"): | Euro Stoxx50 Index (the " $Index$ "), as calculated and sponsored by STOXX Limited (Bloomberg Code: SX5E Index) |
|||||
| (ii) | Future Price Valuation: | N/A |
| (iv) Exchange: | Multi-exchange Index | |
|---|---|---|
| Related Exchanges: (v) |
All Exchanges | |
| (vi) Exchange Rate: | N/A | |
| (vii) Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A | |
| (viii) Index Level of each Reference Asset: | The level of the Index at the Valuation Time on a Scheduled Trading Day (the "Index Level"). |
|
| (ix) Valuation Date: | The Initial Valuation Date and the Final Valuation Date |
|
| Valuation Time: (x) |
As defined in the Equity Linked Annex | |
| (xi) Averaging: | N/A | |
| (xii) Additional Disruption Event in respect of Index Linked Securities: |
N/A | |
| (xiii) FX Disruption Event: | N/A | |
| (xiv) Other adjustments: | N/A | |
| 38 | Inflation Linked Securities: | N/A |
| 39 | FX Linked Securities: | N/A |
| 40 | Credit Linked Securities: | 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 |
| (b) Barclays Capital Equity Index 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 | N/A |
Registered Securities. Dutch Securities. Swedish Registered Securities, VPS Registered Securities or Spanish Securities:
46 Additional provisions relating to Taxes and N/A Settlement Expenses:
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:
Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Securities are to be sold as set out in the Base Prospectus.
In addition to those described in the Base Prospectus, no action has been made or will be taken by the Issuer that would permit a public offering of the Securities or possession or distribution of any offering material in relation to the Securities in any jurisdiction where action for that purpose is required. Each purchaser or distributor of the Securities represents and agrees that it will not purchase, offer, sell, re-sell or deliver the Securities or, have in its possession or distribute, the Base Prospectus, any other offering material or any Final Terms, in any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in a manner that will not impose any obligation on the Issuer or Manager (as the case may be) and the Determination Agent.
| 50 Applicable TEFRA exemption: | N/A | ||
|---|---|---|---|
| General | |||
| 51 | Business Day Convention: | Modified Following | |
| 52 | Relevant Clearing Systems: | Euroclear | |
| Clearstream | |||
| 53 | If syndicated, names of Managers: | 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: XS0548373306 | |||
|---|---|---|---|---|
| Common Code: 054837330 | ||||
| 56 | Modifications to the Master Subscription N/A Agreement and/or Agency Agreement: |
|||
| -57 | Additional Conditions and/or modification to N/A the Conditions of the Securities: |
Part B Other Information
| 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: |
N/A |
$\overline{2}$ Ratings
Ratings:
The Securities have not been individually rated.
$\overline{3}$ Notification
$N/A$
Interests of Natural and Legal Persons involved in the Issue $\boldsymbol{4}$
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: $N/A$
- (iii) Estimated total expenses: $N/A$
Fixed Rate Securities Only - Yield $6\overline{6}$
$N/A$
Floating Rate Securities Only - Historic Interest Rates $\overline{7}$
$N/A$
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
$N/A$
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 $N/A$ Bank S.A./N.V. and Clearstream Banking, société anonyme (together with their addresses) and the relevant identification $number(s)$ :
Delivery:
Names and addresses of additional Paving Agents(s) (if any):
Intended to be held in a manner which would allow Eurosystem eligibility:
Delivery free of payment
$N/A$
Yes
Note that the designation "yes" simply means that the Securities are intended upon issue to be deposited with one of the International Central Securities Depositaries ("ICSDs") as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper. and does not necessarily mean that the Securities will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
11 Offer Information
The Issue Price includes a commission element shared with a third party, which will be no more than 3 per cent. of the Issue Price. Further details of the commission element are available upon request.