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Barclays PLC — Capital/Financing Update 2011
Nov 18, 2011
5250_rns_2011-11-18_4f604880-3a00-4337-93e6-78eddd592d82.pdf
Capital/Financing Update
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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 25,000,000 Index Linked Notes due May 2013 (the "Notes")
Series NX00059932
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 18 November 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.
Index Disclaimer
"Standard & Poor's®", "S&P®", "S&P 500® Index", are trademarks of Standard & Poor's Financial Services LLC ("S&P"), a subsidiary of The McGraw-Hill Companies, Inc., and have been licensed for use by the Issuer. The Securities are not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation regarding the advisability of investing in the Securities.
The Securities are not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the owners of the Securities or any member of the public regarding the advisability of investing in securities generally or in the Securities particularly or the ability of the S&P Indices to track general stock market performance. S&P's only relationship to the Issuer is the licensing of certain trademarks and trade names of S&P and of the S&P Indices which are determined, composed and calculated by S&P without regard to the Issuer or the Securities. S&P has no obligation to take the needs of the Issuer or the owners of the Securities into consideration in determining, composing or calculating the S&P Indices. S&P is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Securities to be issued or in the determination or calculation of the equation by which the Securities are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Securities.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
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 |
| Managers: | 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: | NX00059932 | |||
|---|---|---|---|---|---|
| 2 | Currency: | United States dollar ("USD") | |||
| 3 | Notes: | Applicable | |||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
USD 25,000,000 | |||
| (ii) Specified Denomination: | USD 1,000 | ||||
| (iii) Minimum Tradable Amount: | USD 80,000 | ||||
| (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: | 4 November 2011 | |||
| 7 | Issue Date: | 18 November 2011 | |||
| 8 | Redemption Date: | May 2013, subject to adjustment 21 in accordance with the Business Day Convention |
|||
| 9 | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | |||
| 10 | Relevant Stock Exchange: | London | |||
| 11 | The following Relevant Annex(es) shall apply Equity Linked Annex to the Securities: |
||||
| 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 | |||
| 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: | USD |
| 27 | Settlement Number: | in Condition 24 of the As defined Base Conditions |
| 28 | Terms relating to Cash Settled Securities: | |
| Final Cash Settlement Amount: (i) |
An amount in the Settlement Currency, payable on the Redemption Date in respect of each Calculation Amount, calculated as follows: |
|
| (A) If the Final Level is equal to or greater than the Barrier Level then the Final Cash Settlement Amount shall equal: |
||
| Calculation Amount x. (100% + max [Underlying Return, 0]) | ||
| (B) If the Final Level is less than the Barrier Level then Final Cash Settlement Amount shall equal: |
||
| Calculation Amount x [1 + Underlying Return] | ||
| Where: | ||
| "Barrier Level" means 75 per cent. of the Initial Level. |
||
| "Final Level" means the Index Level on the Final Valuation Date. |
||
| "Final Valuation Date" means 7 May 2013. | ||
| "Initial Level" means the Index Level on the Initial Valuation Date being 1253.23. |
||
| "Initial Valuation Date" means 4 November 2011. | ||
| "Underlying Return" is calculation as follows: | ||
| Final Level - Initial Level | ||||||||
|---|---|---|---|---|---|---|---|---|
| Initial Level | ||||||||
| (ii) Early Cash Settlement Amount: | Conditions | As defined in Condition 24 of the Base | ||||||
| (iii) Early Cash Redemption Date: | As defined Conditions |
in Condition 24 of the Base | ||||||
| 29 | Securities: | Terms relating to Physically Delivered | 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 | 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 (Equity indices only): | Applicable | ||||||
| (i) | Index/Indices (each "Reference a Asset"): |
S&P 500 ® Index (Price Return), sponsored by Standard & Poor's Financial Services LLC |
||||||
| Bloomberg: SPX | ||||||||
| (ii) | Future Price Valuation: | N/A | ||||||
| (iii) Exchange-traded Contract: | N/A | |||||||
| (iv) Exchange: | Multi-exchange Index | |||||||
| (v) | Related Exchanges: | 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: | Date | The Initial Valuation Date and the Final Valuation | ||||||
| (x) | Valuation Time: | As per the Equity Linked Annex | ||||||
| (xi) Averaging: | N/A | |||||||
| (xii) Additional Disruption Event in respect | N/A |
of Index Linked Securities:
| (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 Securities, Registered Dutch Securities, Registered Securities, VPS Swedish Registered Securities or Spanish Securities: |
N/A |
| 46 | Additional provisions relating to Taxes and Settlement Expenses: |
N/A |
| Definitions | ||
| 47 | Business Day: | As defined in Condition 24 of 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. |
| 50 | Applicable TEFRA exemption: | N/A |
| General |
the Base
| 51 | Business Day Convention: | Modified Following |
|---|---|---|
| 52 | Relevant Clearing Systems: | Euroclear |
| Clearstream | ||
| 53 | If syndicated, names of Managers: | N/A |
| 54 | relating to Partly Paid Details (a) Securities: |
N/A |
| Details relating to Instalment Notes: (b) |
N/A | |
| 55 | Relevant securities codes: | ISIN: XS0548405439 |
| Common Code: 054840543 | ||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A |
| 57 | Additional Conditions and/or modification to the Conditions of the Securities: |
N/A |
Part R Other Information
$\mathbf{1}$ 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 on or around the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300 |
The Securities have not been individually rated.
$\overline{2}$ Ratings
Ratings:
Notification $\overline{3}$
$N/A$
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.
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
$N/A$
Floating Rate Securities Only - Historic Interest Rates $7\overline{ }$
$N/A$
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 and volatility of the Index can be obtained on Bloomberg.
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.
Performance of Rate of Exchange and Explanation of Effect on Value of Investment $\overline{9}$
$N/A$
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 shared with a third party, which will be no more than 1.25 per cent. per annum of the Issue Price. Further details of the commission element are available upon request.