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Barclays PLC — Capital/Financing Update 2011
Oct 31, 2011
5250_rns_2011-10-31_64b3e2e9-77b1-4d3b-bfc1-4760e7a625da.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
USD 2,232,000 Callable Interest Rate Linked Notes due October 2013 (the "Notes")
Series NX00056387
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 31 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. 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 Swiss Francs 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.
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.
Provisions relating to the Securities
| $\mathbf{1}$ | Series: | NX00056387 | ||
|---|---|---|---|---|
| $\overline{2}$ | Currency: | United States dollar ("USD") | ||
| 3 | Notes: | Applicable | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
USD 2,232,000 | ||
| (ii) | Specified Denomination: | USD 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: | |||
| (i) | Global/Definitive/Uncertificated and | Global Bearer Securities: | ||
| 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: | 30 September 2011 | ||
| 7 | Issue Date: | 31 October 2011 | ||
| 8 | Redemption Date: | 31 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 shall apply to the Securities: |
N/A | ||
| 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: | |||
| (i) | Fixed Rate | Applicable | ||
| From including the Interest and |
Commencement Date to but excluding the
| Interest Payment Date scheduled to fall on 31 October 2012, the Interest Rate will be a Fixed Rate equal to 1.55 per cent. per annum. |
|||
|---|---|---|---|
| (ii) | Floating Rate: | From and including the Interest Payment Date scheduled to fall on 31 October 2012 to but excluding the Redemption Date, the Interest Rate will be a Floating Rate calculated in accordance with the following formula by reference to Screen Rate Determination: |
|
| max(0%, Reference Rate + Margin) | |||
| (iii) | Variable Rate: | N/A | |
| (iv) | Zero Coupon | N/A | |
| (v) | Bond Linked Securities - Fixed Coupon: |
N/A | |
| (vi) | Bond Linked Securities - Pass Through Interest: |
N/A | |
| 15 | Screen Rate Determination: | Applicable | |
| (i) | Reference Rate: | 3 month USD LIBOR | |
| (ii) | Relevant Screen Page: | Reuters Screen LIBOR01 Page | |
| 16 | ISDA Determination: | N/A | |
| 17 | Margin: | Plus 1.20 per cent. | |
| 18 | Minimum/Maximum Interest Rate: | N/A | |
| 19 | Interest Commencement Date: | Issue Date | |
| 20 | Interest Determination Date: | Two Business Days prior to the first day of the relevant Interest Calculation Period |
|
| 21 | Interest Calculation Periods: | As defined in Condition 24 of the Base Conditions |
|
| (i) | Interest Period End Dates: | Each Interest Payment Date, unadjusted in accordance with the Business Day Convention |
|
| (ii) | Interest calculation method for short or long Interest Calculation Periods: |
N/A | |
| 22 | Interest Payment Dates: | 31 October 2012, 31 January 2013, 30 April 2013, 31 July 2013 and the Redemption Date, adjusted in accordance with the Business Day Convention |
| 23 | Day Count Fraction: | 30/360 | |||
|---|---|---|---|---|---|
| 24 | the Conditions: |
Fall back provisions, rounding provisions, denominator and any other terms relating to method of calculating interest, if different from those set out in the Base |
N/A | ||
| Provisions relating to Redemption | |||||
| 25 | Settlement Method: | (i) For the purposes of Condition 5.1 of the Base Conditions: |
|||
| Cash Settlement | |||||
| (i) For the purposes of Condition 5.3 of the Base Conditions: |
|||||
| Cash Settlement | |||||
| 26 | Settlement Currency: | USD | |||
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
|||
| 28 | Terms relating to Cash Settled Securities: | ||||
| (i) | Final Cash Settlement Amount: | USD 1,000 per Calculation Amount | |||
| (ii) | Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions |
|||
| Early Cash Redemption Date: (iii) |
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: | Applicable | |||
| (i) | Cash Settled Securities: | ||||
| (a) | Optional Cash Settlement Amount: |
USD 1,000 per Calculation Amount plus accrued interest. |
|||
| For the avoidance of doubt the Floating Rate corresponding to the relevant Interest Payment Date will be paid up to that Interest Payment Date. |
|||||
| (b) | Optional Cash Redemption Date: |
As defined in Condition 24 of the Base Conditions |
|||
| Physically Delivered Securities: (ii) |
N/A | ||||
| (iii) | Issuer Option Exercise Date(s): | Any Interest Payment Date from and including the Interest Payment Date falling |
| in October 2012 to and including the Interest Payment Date falling in July 2013 |
||||
|---|---|---|---|---|
| (iv) | Issuer Option Exercise Period: | As defined in Condition 24 of the Base Conditions |
||
| (v) | Issuer Notice Period: | No less than 5 Business Days | ||
| 32 | Put Option: | N/A | ||
| 33 | Specified Early Redemption Event: | N/A | ||
| 34 | Maximum and Minimum Redemption Requirements: |
N/A | ||
| 35 | Annex: | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant |
N/A | |
| 36 | Share Linked Securities: | N/A | ||
| 37 | Index Linked Securities: | 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 | Barclays Capital Commodity Index (a) 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 4 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, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
||
|---|---|---|
| 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 set out in the Base Prospectus. |
| In addition, no action has been taken or will be taken that would permit a public offering Securities the of or possession or distribution of any offering material in relation to the Securities in any jurisdiction where action for that purpose is required. No offers, sales, re-sales or deliveries of any Securities or distribution of any offering material relating to the Securities, directly or indirectly, may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any obligation on the Issuer, the Manager 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 | Details relating to Partly Paid Securities: | N/A |
| 55 | Relevant securities codes: | ISIN: XS0548354694 |
| Common Code: 054835469 | ||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A |
| 57 | Additional Conditions and/or modification | N/A |
to the Conditions of the Securities:
Part R Other Information
LISTING AND ADMISSION TO TRADING $\mathbf{1}$ $(i)$ 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 $N/A$ admission to trading: $2^{\circ}$ RATINGS Ratings: The Securities have not been individually rated. $\overline{3}$ NOTIFICATION $N/A$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{4}$
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.
$51$ 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: $N/A$
$77$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES
Details of historic LIBOR rates can be obtained from Reuters.
Investors should note that historical performance should not be taken as an indication of future performance.
The Issuer does not intend to provide post-issuance information.
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 1.10 per cent. of the Issue Price, further details of which are available upon request.