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Barclays PLC — Capital/Financing Update 2011
Nov 24, 2011
5250_rns_2011-11-24_29abe96b-fbdb-43d2-a153-58a16c3e7978.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
GBP 10,000,000 Index Linked Notes due November 2017 (the "Notes")
Series NX00060762
under the Global Structured Securities Programme
The Securities will be publicly offered in the United Kingdom from and including 9:00 a.m. (CET) 24 November 2011 to and including 4:00 p.m. (CET) 24 November 2011
Issue Price: 100.00 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 24 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
The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE 100 Index (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein.
""FTSE®", "FT-SE®" and "Footsie®" are trade marks of the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under licence. "All-World", "All-Share" and "All-Small" are trade marks of FTSE International Limited.
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 Mellor |
| 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 Securities
| $\mathbf{1}$ | Series: | NX00060762 | ||
|---|---|---|---|---|
| 2 | Currency: | Pounds Sterling ("GBP") | ||
| 3 | Notes: | Applicable | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
GBP 10,000,000 | ||
| (ii) | Specified Denomination: | GBP 1.00 | ||
| (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 | 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: | 10 November 2011 | ||
| 7 | Issue Date: | 24 November 2011 | ||
| 8 | Redemption Date: | The later of (i) 24 November 2017 and (ii) 5 Business Days immediately following the Final Valuation Date, subject to adjustment in accordance with the Business Day Convention. Where: |
||
| 'Final Valuation Date" means 10 November 2017. | ||||
| 9 | Issue Price: | 100.00 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: $N/A$ $16$ 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: | (i) For the purposes of Condition 5.1 of the Base Conditions: |
|
|---|---|---|---|
| Cash Settlement | |||
| (ii) For the purposes of Condition 5.5 of the Base Conditions: |
|||
| Cash Settlement | |||
| 26 | Settlement Currency: | GBP | |
| 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 the Initial Level, then the Final Cash Settlement Amount will be calculated as follows: |
||
| Calculation Amount x 162.40 per cent. | |||
| (b) If the Index low is equal to or greater than 50 per cent. of the Initial Level, then the Final Cash Settlement Amount will be GBP 1.00 per Calculation Amount per Security. |
|||
| (c) If the Index low is less than 50 per cent of the Initial Level, then the Final Cash Settlement Amount will be calculated as follows: |
|||
| Calculation Amount x max(0, min(1, Final Level/Initial Level)) | |||
| Where: | |||
| "Final Level" means the Index Level on the Final Valuation Date. |
| "Initial Level" means the Index Level on the Strike Date, being 5444.82. |
|||
|---|---|---|---|
| "Index Level" means as set out in paragraph 37(viii) below. |
|||
| "Index low " means the lowest Index Level observed on the Index daily close of business from Strike Date to and including Final Valuation Date. |
|||
| "Strike Date" means 10 November 2011. | |||
| (ii) | Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions |
|
| (iii) | Early Cash Redemption Date: | in Condition 24 of the Base As defined 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: | Applicable | |
| A Specified Early Redemption Event will be deemed to have occurred if, on any Observation Date (i) , the Index Level (i) is equal to or greater than Autocall Barrier(i) x Initial Level |
|||
| Where: | |||
| "Autocall Barrier(i)" means the Autocall Barrier on Observation Date(i), as set out in the Schedule. |
|||
| "Index Level (i) " means the Index Level on Observation Date (i) . |
|||
| "Observation Date (i) " means each date as set out in the Schedule. |
|||
| "(i)" is an integer from 1 to 6. | |||
| (i) | Automatic Early Redemption | Applicable | |
| (ii) | Cash Settled Securities: | ||
| (a) Specified Early Cash Settlement Amount: |
In respect of each Observation Date (i) as set out in the Schedule. |
||
| (b) Specified Early Cash Redemption Date(s): |
Five Business Days following the relevant Observation Date (i) |
||
| (iii) | Physically Delivered Securities: | N/A | |
| (iv) | Specified Early Redemption | Not less than five Business Days prior to the |
| Notice Period: | Specified Early Cash Redemption Date. | |||
|---|---|---|---|---|
| 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: |
N/A | ||
| 36 | Share Linked Securities: | N/A | ||
| 37 | Index Linked Securities: | Applicable | ||
| (i) | Index/Indices (each a "Reference Asset"): |
The FTSE 100 Index (the "Index"), as calculated and sponsored by FTSE International Limited. |
||
| (Bloomberg ticker: UKX ) | ||||
| (ii) | Future Price Valuation: | N/A | ||
| (iii) | Exchange-traded Contract: | N/A | ||
| (iv) | Exchange: | Multi-exchange Index | ||
| (v) | Related Exchanges: | All Exchanges | ||
| Exchange Rate: (vi) |
N/A | |||
| (vii) | Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A | ||
| Index Level of each Reference (viii) Asset: |
The level of the Index at the Valuation Time on any Scheduled Trading Day (the "Index Level") |
|||
| Valuation Date: (ix) |
Each Oservation Date $(i)$ and the Final Valuation Date |
|||
| (x) | Valuation Time: | As per 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 N/A Securities (Section 3 of the Barclays Capital Index Annex): (c) Barclays Capital FX Index Linked N/A Securities (Section 4 of the Barclays Capital Index Annex): (d) Barclays Capital Interest Rate Index N/A Linked Securities (Section 5 of the Barclays Capital Index Annex): (e) Barclays Capital Emerging Market N/A Index Linked Securities (Section 6 of the Barclays Capital Index Annex): Bond Linked Securities: $N/A$ Fund Linked Securities: $N/A$ Provisions relating to Settlement Settlement in respect of VP Notes, APK N/A
- 45 Registered Securities, Dutch Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities:
- Additional provisions relating to Taxes 46 $N/A$ and Settlement Expenses:
Definitions
43
44
As defined in Condition 24 of the Base 47 Business Day:
Conditions
48 Additional Business Centre(s): $N/A$
Selling restrictions and provisions relating to certification
Non-US Selling Restrictions: 49
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 save for United Kingdom 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: XS0548413532 | |||
| Common Code: 054841353 | |||||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A | |||
| 57 | Securities: | Additional Conditions and/or modification to the Conditions of the |
N/A | ||
Part B 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 admission to trading: |
N/A |
| Ratings | ||
| Ratings: | The Securities have not been individually rated. |
$\overline{3}$ Notification
$N/A$
$\overline{2}$
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.
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: $N/A$
$6\phantom{a}$ Fixed Rate Securities Only - Yield
$N/A$
$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates
$N/A$
Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of Investment 8 and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
$N/A$
Performance of Rate of Exchange and Explanation of Effect on Value of Investment $\boldsymbol{9}$
$N/A$
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: | 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
| Offer Price: | Issue Price |
|---|---|
| The Issue Price includes a commission element shared with a third party, which will not exceed 2.5 per cent. of the Issue Price. Further details of commission element are available upon request. |
|
| Conditions to which the offer is subject: | The Issuer reserves the right to withdraw the offer for Securities at any time on or prior to the end of the Offer Period (as defined below). |
| Following withdrawal of the offer, if any application has been made by any potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant by the Manager in accordance with the Manager's usual procedures. |
|
| Description of the application process: | An offer of the Securities may be made by the Manager other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction") during the period from and including 9:00 a.m. (CET) 24 November 2011 to and including 4:00 p.m. (CET) 24 November 2011 (the "Offer Period"). |
| Applications for the Securities can be made in the |
Public Offer Jurisdiction through the Manager in the
Public Offer Jurisdiction during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Manager. Distribution will be in accordance with the Manager's usual procedures, notified to investors by the Manager.
Details of the minimum and/or maximum amount of application:
Description $\sigma$ f possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Details of method and time limits for paying up and delivering the Securities:
Manner in and date on which results of the offer are to be made public:
Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:
Categories of prospective investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:
Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Name(s) and address(es), to the extent N/A known to the Issuer, of the placers in the various countries where the offer takes place:
The minimum and maximum amount of application from the Manager will be notified to investors by the Manager.
Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with no entitlement for compensation.
Investors will be notified by the Manager of their allocations of Securities and the settlement arrangements in respect thereof.
Not Applicable
Not Applicable
Offers may be made by the Manager in the Public Offer Jurisdiction to any person. Offers (if any) in other EEA countries will only be made by the Manager pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.
Each investor will be notified by the Manager of its allocation of Securities at the time of such investor's application.
No dealings in the Securities may take place prior to the Issue Date.
Not Applicable
Schedule
Observation Date / Specified Early Cash Redemption Date / Autocall Barrier / Specified Early Cash Settlement Amount
| j | Observation | Specified Early Cash |
Autocall | Specified Early Cash |
|---|---|---|---|---|
| Date | Redemption Date | Barrier (i) | Settlement Amount | |
| November 10 2012 |
T+5 business days | 100% | Calculation Amount $\mathbf{x}$ 110.40% |
|
| 2 | November 10 2013 |
T+5 business days | 95% | Calculation Amount $\boldsymbol{\mathsf{X}}$ 120.80% |
| 3 | November 10 2014 |
T+5 business days | 90% | Calculation Amount $\mathbf{x}$ 131.20% |
| $\overline{4}$ | November 10 2015 |
T+5 business days | 85% | Calculation Amount $\mathbf{x}$ 141.60% |
| 5 | November 10 2016 |
T+5 business days | 80% | Calculation Amount $\mathbf{x}$ 152.00% |
| 6 | November 10 2017 |
T+5 business days | 75% | Calculation Amount $\mathbf{x}$ 162.40% |