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Barclays PLC — Capital/Financing Update 2011
Dec 2, 2011
5250_rns_2011-12-02_2c6ba418-7c4c-40ed-a454-7174ca79f704.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
USD 3,000,000 Index Linked Notes due December 2016 (the "Notes")
Series NX00061747
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 2 December 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 :
STOXX and its licensors (the "Licensors") have no relationship to the Issuer, other than the licensing of the EuroStoxx 50 Index (the "Index") and the related trademarks for use in connection with the Securities.
STOXX and its Licensors do not:
- (i) Sponsor, endorse, sell or promote the Securities.
- (ii) Recommend that any person invest in the Securities or any other securities.
- (iii) Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities.
- (iv) Have any responsibility or liability for the administration, management or marketing of the Securities.
- (v) Consider the needs of the Securities or the Securityholders in determining, composing or calculating the Index or have any obligation to do so.
STOXX and its Licensors will not have any liability in connection with the Securities. Specifically,
- (i) STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
- (a) The results to be obtained by the Securities, the Securityholders or any other person in connection with the use of the Index and the data included in the Index;
- (b) The accuracy or completeness of the Index and its data;
- (c) The merchantability and the fitness for a particular purpose or use of the Index and its data;
- (ii) STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Index or its data;
- (iii) Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.
The licensing agreement between the Issuer and STOXX is solely for their benefit and not for the benefit of the Securityholders 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 |
| 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.
Provisions relating to the Securities
| 1 | Series: | NX00061747 | ||
|---|---|---|---|---|
| 2 | Currency: | United States dollar ("USD") | ||
| 3 | Notes: | Applicable | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
USD 3,000,000 | ||
| (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 | 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: | 18 November 2011 | ||
| 7 | Issue Date: | 2 December 2011 | ||
| 8 | Redemption Date: | 2 December 2016, 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: | Applicable |
|---|---|---|
| 13 | Interest Amount: | (i) If, on any Scheduled Trading Day during |
| Observation Period(i), Index(t) is equal to or |
||
| greater than 1677.51 (i.e., 75 per cent. of the | ||
| Initial Level), then the Issuer will pay to each | ||
| Securityholder on the corresponding Interest |
||
| Payment Date(i) an amount in respect of each |
||
| Security determined as follows: | ||
| Calculation Amount x ((i x 8.50%)) – Paid Interest | ||
| (ii) Otherwise, no Interest Amount will be |
||
| payable on the corresponding Interest Payment |
Date(i).
Where:
"Index(t)" means the Index Level on each Scheduled Trading Day during an Observation Period(i).
"Initial Level" means the Index Level on the Strike Date, being 2236.68
"Observation Date(i)" means each Observation Date(i), as set out in the Schedule.
"Observation Period(i)" means the period from (but excluding) an Observation Date(i) to (and including) the next Observation Date(i).
"Paid Interest" means the sum of all Interest Amounts paid from and including the Issue Date to and including the immediately preceding Interest Payment Date.
"Strike Date" means 18 November 2011.
| 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: Each Interest Payment Date(i) as set out in the
- 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:
Provisions relating to Redemption
25 Settlement Method: (i) For the purposes of Condition 5.1 of the Base Conditions:
Schedule, subject to adjustment in accordance
with the Business Day Convention
Cash Settlement
N/A
(ii) For the purposes of Condition 5.5 of the Base
| Conditions: | |||
|---|---|---|---|
| Cash Settlement. | |||
| 26 | Settlement Currency: | USD | |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions. |
|
| 28 | Terms Securities: |
relating to Cash Settled |
|
| (i) | Final Cash Settlement Amount: | (a) If the Final Level is equal to or greater than 1118.34 (i.e., 50 per cent. of the Initial Level), then the Final Cash Settlement Amount will be equal to USD 1,000 per Calculation Amount per Security. |
|
| (b) Otherwise, if the Final Level is less than 1118.34 (i.e., 50 per cent. of the Initial Level), than the Final Cash Settlement Amount will be equal to: |
|||
| Calculation Amount x (Final Level/Initial Level) | |||
| Where: | |||
| "Final Level" means the Index Level on the Final Valuation Date. |
|||
| "Final Valuation Date" means 18 November 2016. |
|||
| (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: | N/A | |
| 32 | Put Option: | N/A | |
| 33 Specified Early Redemption Event: Applicable |
|||
| If, on any Observation Date(i) (where i represents a number from 1 to 4), the Index Level is equal to or greater than the Initial Level, a Specified Early Redemption Event will be deemed to have occurred. |
|||
| (i) | Automatic Early Redemption | Applicable | |
| (ii) | Cash Settled Securities: |
| (a) | Specified Early Cash Settlement Amount: |
USD 1,000 per Calculation Amount per Security | ||
|---|---|---|---|---|
| (b) | Specified Early Cash Redemption Date(s): |
Each Specified Early Cash Redemption Date(i), as set out in the Schedule, subject to adjustment in accordance with the Business Day Convention |
||
| (iii) | Physically Delivered Securities: | N/A | ||
| (iv) | Specified Early Redemption Notice Period: |
As per Condition 5.5 of the Base Conditions | ||
| 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: | Applicable | ||
| (i) | Index/Indices (each a "Reference Asset"): |
The EuroStoxx50 Index (the "Index"), as calculated and sponsored by STOXX Limited. |
||
| (Bloomberg ticker: SX5E Index) | ||||
| (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) | Asset: | Index Level of each Reference | The level of the Index at the Valuation Time on any Scheduled Trading Day (the "Index Level") |
|
| (ix) | Valuation Date: | Each Observation Date(i) | ||
| (x) | Valuation Time: | As defined in the Equity Linked Annex | ||
| (xi) | Averaging: | N/A | ||
| (xii) | respect Securities: |
Additional Disruption Event in of Index Linked |
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 Registered Securities, Dutch Securities, Swedish Registered Securities, VPS 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 the Base Conditions |
| 48 | Additional Business Centre(s): | N/A |
| Selling restrictions and provisions relating to certification | ||
| 49 | Non-US Selling Restrictions: | As described in the Base Prospectus |
| 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: XS0548430544 | |
| Common Code: 054843054 | |||
| 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 B Other Information
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 |
2 Ratings
Ratings: The Securities have not been individually rated.
3 Notification
N/A
4 Interests of Natural and Legal Persons involved in the Issue
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 Fixed Rate Securities Only – Yield
N/A
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
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 will not exceed 1.25 per cent. of the Issue Price. Further details of the commission element are available upon request.
Schedule
Observation Dates, Interest Payment Dates and the Specified Early Cash Redemption Dates
| (i) | Observation Date(i) | Interest Payment Date(i) and Specified Early Cash Redemption Date(i) |
|---|---|---|
| 1 | 19 November 2012 | 3 December 2012 |
| 2 | 18 November 2013 | 2 December 2013 |
| 3 | 18 November 2014 | 2 December 2014 |
| 4 | 18 November 2015 | 2 December 2015 |
| 5 | Final Valuation Date | Redemption Date |