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Barclays PLC — Capital/Financing Update 2011
Dec 28, 2011
5250_rns_2011-12-28_e76bd76f-d1eb-49a7-b663-27fe58efb547.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 CISA or supervision by the Swiss Financial Market Supervisory Authority ("FINMA").
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
2,000 Commodity Linked Warrants due April 2012 (the "Warrants")
Series NX00064066
under the Global Structured Securities Programme
Issue Price: USD 138 per Security
This document constitutes the final terms of the Warrants (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 28 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.
Notice to Swiss investors:
The Securities may not be publicly distributed in Switzerland. These Final Terms will 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 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 ("CHF") 2 million of financial investments, whether directly or indirectly.
This document is 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 CISA.
The Securities do not constitute an investment in a collective investment scheme and are not subject to 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 |
| CREST Agent: | N/A |
| Italian Securities 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, THE BASE PROSPECTUS AND THE SUPPLEMENTAL PROSPECTUSES, SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.
Swiss Federal Act: The Securities do not constitute collective investment schemes within the meaning of CISA. Accordingly, holders of the Securities do not benefit from protection under CISA or supervision by FINMA.
Provisions relating to the Securities
| 1 | (i) | Series: | NX00064066 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| 2 | Currency: | United States Dollar ("USD") | |
| 3 | Number of Warrants or Exercisable Certificates being issued: |
2,000 | |
| 4 | (i) | Minimum Tradable Amount: | 1 Security |
| (ii) | Calculation Amount as at | USD 10,000 | |
| the Issue Date: | For the purposes hereof, all references in the Conditions to "Calculation Amount per Security" shall be construed as references to "Calculation Amount" as defined in these Final Terms. |
||
| 5 | Form: | ||
| (i) | Global/Definitive/ | Global Bearer Securities: | |
| Uncertificated 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: | 12 December 2011 | |
| 7 | Issue Date: | 28 December 2011 | |
| 8 | Issue Price: | USD 138 per Security | |
| 9 | Relevant Stock Exchange: | London Stock Exchange | |
| 10 | The following Relevant Annex(es) shall apply to the Securities: |
Commodity Linked Annex | |
| Provisions relating to interest (if any) payable on the Securities | |||
| 11 | Interest: | N/A | |
| 12 | Interest Amount: | N/A | |
| 13 | Interest Rate: | N/A | |
| 14 | Screen Rate Determination: | N/A | |
| 15 | ISDA Determination: | N/A | |
| 16 | Margin: | N/A | |
| 17 | Minimum/Maximum Interest Rate: | N/A |
18 Interest Commencement Date: N/A
| 19 | Interest Determination Date: | N/A | ||
|---|---|---|---|---|
| 20 | Interest Calculation Periods: | N/A | ||
| 21 | Interest Payment Dates: | N/A | ||
| 22 | Day Count Fraction: | N/A | ||
| 23 | Conditions: | 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 |
N/A | |
| Provisions relating to Exercise | ||||
| 24 | (i) | Exercise Style: | Other Exercise Style | |
| (ii) | Multiple Exercise Securities | N/A | ||
| 25 | Call/Put Securities: | N/A | ||
| 26 | Units: | The Securities must be exercised in Units. Each Unit consists of 1 Security. |
||
| 27 | Exercise Price: | N/A | ||
| 28 | Exercise Parameters: | N/A | ||
| 29 | Exercise Date(s): | 30 March 2012 provided that, if such date is not a Commodity Business Day, the Exercise Date will be the immediately succeeding Commodity Business Day. |
||
| 30 | Potential Exercise Business Dates: | N/A | ||
| 31 | Exercise Business Day: | N/A | ||
| 32 | Exercise Period: | N/A | ||
| 33 | Expiration Date: | Exercise Date | ||
| 34 | Automatic Exercise: | Applicable | ||
| 35 | Minimum Number Exercise Requirement: |
N/A | ||
| 36 | Maximum Daily Number: | N/A | ||
| 37 | Nominal Call Event: | N/A | ||
| Provisions relating to Redemption | ||||
| 38 | Settlement Method: | Cash Settlement | ||
| 39 | Settlement Currency: | USD | ||
| 40 | Settlement Number: | As defined in Condition 24 of the Base Conditions | ||
| 41 | Securities: | Terms relating to Cash Settled | ||
| (i) | Exercise Cash Settlement Amount: |
On the Exercise Cash Settlement Date, the Issuer will pay to each Securityholder an amount in the |
Settlement Currency in respect of each Security
determined by the Determination Agent in accordance with the following formula:
Calculation Amount x max (0%,BDI Perf)
Where:
"Average Commodity Price(i)" means as set out in the Schedule.
"BDI Perf" will be calculated as follows:
$$
\left[\frac{P_{\scriptscriptstyle (i)}final}{P_{\scriptscriptstyle (i)}initial}\right] - 1
$$
"P(i)initial" means 1930.
"P(i)final" means the unweighted arithmetic mean of the relevant Average Commodity Price(i).
"Relevant Commodity Price" means, for any Pricing Date, the price of the Commodity Index expressed as a price per unit of the Relevant Commodity, determined with respect to that day for the specified Commodity Reference Price.
13 April 2012
As defined in Condition 24 of the Base Conditions
(iv) Early Cancellation Date: As defined in Condition 24 of the Base Conditions
42 Specified Early Cancellation Event: N/A 43 Call Option N/A 44 Early Exercise Trigger Event: N/A 45 Terms relating to Physically Delivered Securities: N/A 46 Multiplier: N/A 47 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: N/A 48 Share Linked Securities: N/A 49 Index Linked Securities (Equity notices only): N/A 50 Inflation Linked Securities: N/A 51 FX Linked Securities: N/A 52 Credit Linked Securities: N/A 53 Commodity Linked Securities: Applicable (i) Relevant Commodity, Baltic Dry IndexTM (the "Commodity Index")
(ii) Exercise Cash Settlement
(iii) Early Cash Settlement Amount:
Date:
6
Commodity Index, Basket of Commodities/Commodity Indices (including weighting of commodities/commodity indices) (each a "Reference Asset"):
- (ii) Commodity Reference Price: The price of a Pricing Date will be that day's Specified Price for the Commodity Index, stated in USD, published by the Baltic Exchange (or its successor or any substitute organisation to which the functions of the Baltic Exchange have temporarily been relocated (provided that the Determination Agent has determined that such organisation can provide for a comparable level of information on the shipping routes underlying the Commodity Index as the Baltic Exchange)) at www.balticexchange.com under the heading "Daily Summary of Baltic Exchange Dry Indices: Baltic Exchange Dry IndexTM, or any successor headings, that reports prices effective on that Pricing Date.
- (iii) Price Source(s): Baltic Exchange
- (iv) Exchange(s): N/A
- (v) Specified Price: Official closing price
- (vi) Delivery Date: N/A
Common Pricing: N/A
(viii) Commodity Market Disruption Events:
(vii) Pricing Date: The Trade Date, Exercise Date, each Commodity Business Day of Observation Period1, each Commodity Business Day of Observation Period2, each Commodity Business Day of Observation Period3, subject to adjustment in accordance with the Commodity Business Day Convention
Where:
"Observation Period1, Observation Period2 and Observation Period3" means as set out in the Schedule.
Commodity market disruption provisions are included in the Commodity Linked Annex of the Base Prospectus. If Commodity Market Disruption Events occur, the timing of certain valuations and/or the manner in which such valuations are made will be affected.
Condition 2 of Part C ("Terms relating to Commodity Market Disruption Events and Disruption Fallback") of the Commodity Linked Annex of the Base Prospectus shall apply unamended but shall be subject to the following:
- (i) An event listed in paragraph (a)(iii) of the definition of "Commodity Market Disruption Event" as set out in Condition 2 of Part C ("Terms relating to Commodity Market Disruption Events and Disruption Fallback") of the Commodity Linked Annex of the Base Prospectus shall not constitute a Commodity Market Disruption Event (Disappearance of Commodity Reference Price) if a successor Commodity Reference Price is published by the Price Source to reflect amendments which were announced as forthcoming on or before the Trade Date, in which case that successor Commodity Reference Price shall apply.
- (ii) An event listed in paragraph (a)(iv) of the definition of "Commodity Market Disruption Event" as set out in Condition 2 of Part C ("Terms relating to Commodity Market Disruption Events and Disruption Fallback") of the Commodity Linked Annex of the Base Prospectus shall not constitute a Commodity Market Disruption Event (Material Change in Formula) if a successor Commodity Reference Price is published by the Price Source to reflect amendments which were announced as forthcoming on or before the Trade Date, in which case that successor Commodity Reference Price shall apply.
An event listed in paragraph (a)(v) of the definition of "Commodity Market Disruption Event" as set out in Condition 2 of Part C ("Terms relating to Commodity Market Disruption Events and Disruption Fallback") of the Commodity Linked Annex of the Base Prospectus shall not constitute a Commodity Market Disruption Event (Material Change in Content) if a successor Commodity Reference Price is published by the Price Source to reflect amendments which were announced as forthcoming on or before the Trade Date, in which case that successor Commodity Reference Price shall apply.
| Market Disruption of connected Futures Contract(s): |
Applicable | ||
|---|---|---|---|
| Disruption Fallback(s): | As stated in Condition 2 of Part C ("Terms relating to Commodity Market Disruption Events and Disruption Fallback") of the Commodity Linked Annex of the Base Prospectus. |
||
| For the purpose of paragraph (a)(i) of the definition of "Disruption Fallback" as set out in 2 of Part C ("Terms relating to Commodity Market Disruption Events and Disruption Fallback") of the Commodity Linked Annex of the Base Prospectus, "Fallback Reference Price" shall be the price determined as follows: |
|||
| If, for a Pricing Date, the Baltic Exchange cannot provide a rate for that Pricing Date, then the Determining Agent may (in its absolute discretion) instruct the Forward Freight Agreement Brokers Association (the "FFABA") to form a panel to establish a rate for that Pricing Date which will be binding on the Issuer and each investor (the "FFABA Panel Referral"). |
|||
| For avoidance of doubt, if the FFABA Panel Referral does not result in an acceptable rate being supplied to the Determination Agent acting reasonably at all times, the next Disruption Fallback specified in paragraph (a) of the definition of "Disruption Fallback" as set out in Condition 2 of Part C ("Terms relating to Commodity Market Disruption Events and Disruption Fallback") of the Commodity Linked Annex of in the Base Prospectus shall apply. |
|||
| Fallback Reference Price: | N/A | ||
| Additional provisions for Trading Disruption: |
N/A | ||
| (ix) | Adjustments to Commodity Index: |
N/A | |
| (x) | Commodity Business Day Convention: |
Following | |
| 54 | Debt Components: | N/A | |
| 55 | Interest Rate Components: | N/A | |
| 56 | (a) Barclays Capital Commodity Index 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 6 of the Barclays Capital Index Annex): N/A
57 Fund Linked Securities: N/A
Additional provisions relating to Settlement
| 58 | Settlement | in | respect | of | APK | N/A |
|---|---|---|---|---|---|---|
| Registered | Securities, | Swedish | ||||
| Registered | Securities, | Italian | ||||
| Securities or other Securities: | ||||||
| 59 | Additional provisions relating to payment of Exercise Price: |
N/A |
60 Additional provisions relating to Taxes and Settlement Expenses: N/A
Definitions
| 61 | Definition of In-The-Money: | As defined in Condition 24 of the Base Conditions |
|---|---|---|
| 62 | Business Days: | As defined in Condition 24 of the Base Conditions |
| 63 | Additional Business Centre(s): | TARGET |
Selling restrictions and provisions relating to certification
| 64 | Non-US Selling Restrictions: | As described in the Base Prospectus |
|---|---|---|
| In addition to those described in the Base Prospectus, | ||
| no action has been taken 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. 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 all applicable laws and regulations | ||
| and which will not impose any obligation on the | ||
| Issuer, the Manager or the Determination Agent. | ||
| 65 | Applicable TEFRA exemption: | N/A |
| 66 | Other: | N/A |
|---|---|---|
| General | ||
| 67 | Business Day Convention: | Modified Following |
| For the purposes hereof, Condition 9.7 of the Base Conditions shall be modified so that if the due date for any payment in respect of any Security or Coupon is not a Payment Day, then payment will not be made until the next succeeding Payment Day in the relevant place unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Payment Date, and the holder thereof shall not be entitled to any further payment in respect of any such delay. |
||
| 68 | Relevant Clearing Systems: | Euroclear |
| Clearstream | ||
| 69 | If syndicated, names and addresses of Managers: |
N/A |
| 70 | Relevant securities codes: | ISIN: GB00B7FN3250 |
| Common Code: 072358830 | ||
| 71 | Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time): |
N/A |
| 72 | 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: |
N/A | |
| 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/OFFER
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
- Indication of 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 | 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
The Issue Price includes a commission element to be shared with a third party, which shall not exceed 0.3 per cent. of the Issue Price. Further details of the commission element are available upon request.
Schedule
| Average Commodity Prices / Observation Periods | |||
|---|---|---|---|
| ------------------------------------------------ | -- | -- | -- |
| i | Average Commodity Price (i) | Observation Period (i) |
|---|---|---|
| 1 | The arithmetic mean of the Relevant Commodity Price for the Relevant Commodity on each Commodity Business Day of Observation Period(i) |
The period from and including 3 January 2012 to and including 31 January 2012, subject to adjustment in accordance with the Commodity Business Day Convention |
| 2 | The arithmetic mean of the Relevant Commodity Price for the Relevant Commodity on each Commodity Business Day of Observation Period(i) |
The period from and including 1 February 2012 to and including 29 February 2012, subject to adjustment in accordance with the Commodity Business Day Convention |
| 3 | The arithmetic mean of the Relevant Commodity Price for the Relevant Commodity on each Commodity Business Day of Observation Period(i) |
The period from and including 1 March 2012 to and including 30 March 2012, subject to adjustment in accordance with the Commodity Business Day Convention |