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Barclays PLC — Capital/Financing Update 2012
Jan 5, 2012
5250_rns_2012-01-05_d4e76666-f25f-4147-afd6-d2f13464f0cd.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 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
CHF 6,000,000 Floating Rate Notes due January 2015 (the "Notes")
Series NX00064616
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 5 January 2012
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 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 ("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 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 |
| 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, THE BASE PROSPECTUS AND THE SUPPLEMENTAL PROSPECTUSES, SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.
Provisions relating to the Securities
| 1 | Series: | NX00064616 | ||
|---|---|---|---|---|
| 2 | Currency: | Swiss Franc ("CHF") | ||
| 3 | Notes: | Applicable | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
CHF 6,000,000 | ||
| (ii) | Specified Denomination: | CHF 1,000 | ||
| (iii) | Minimum Tradable Amount: | N/A | ||
| (iv) | Calculation Amount as at the Issue Date: |
Specified Denomination 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. |
||
| 4 | Certificates: | N/A | ||
| 5 | Form: | |||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
Global Bearer Securities: | ||
| Permanent Global Security | ||||
| (ii) | NGN Form: | Applicable | ||
| (iii) | Held under the NSS: | N/A | ||
| (iv) | CGN Form: | N/A | ||
| (v) | CDIs: | N/A | ||
| 6 | Trade Date: | 20 December 2011 | ||
| 7 | Issue Date: | 5 January 2012 | ||
| 8 | Redemption Date: | 5 January 2015, 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: |
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: | N/A | ||
| (ii) | Floating Rate: | ISDA Determination |
| (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: | N/A | ||
| 16 | ISDA Determination: | Applicable | ||
| (i) | Floating Rate Option: | CHF-LIBOR-BBA as displayed on Reuters Screen LIBOR02 Page |
||
| (i) | Designated Maturity: | 3 months | ||
| (i) | Reset Date: | The first day of each Interest Calculation Period | ||
| 17 | Margin: | Plus 1.70 per cent. | ||
| 18 | Minimum/Maximum Interest Rate: | N/A | ||
| 19 | Interest Commencement Date: | Issue Date | ||
| 20 | Interest Determination Date: | As per Conditions 4 and 24 of the Base Conditions | ||
| 21 | Interest Calculation Periods: | As defined in Condition 24 of the Base Conditions | ||
| (i) | Interest Period End Dates: | Each Interest Payment Date, subject to adjustment in accordance with the Business Day Convention |
||
| (ii) | Interest calculation method for short or long Interest Calculation Periods: |
N/A | ||
| 22 | Interest Payment Dates: | 5 January, 5 April, 5 July and 5 October in each year, from and including 5 April 2012 to and including the Redemption Date, each date subject to adjustment in accordance with the Business Day Convention |
||
| 23 | Day Count Fraction: | Actual/360 | ||
| 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: | CHF |
| 28 | Terms relating to Cash Settled Securities: |
||
|---|---|---|---|
| (i) | Final Cash Settlement Amount: | CHF 1,000 per Calculation Amount | |
| (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: | N/A | |
| 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: |
||
| (i) | Affected Jurisdiction Hedging Disruption: |
N/A | |
| (ii) | Affected Jurisdiction Increased Cost of Hedging: |
N/A | |
| (iii) | Affected Jurisdiction: | N/A | |
| (iv) | Other Additional Disruption Events: |
N/A | |
| (v) | The following shall not | Hedging Disruption | |
| constitute Additional Disruption Events: |
Increased Cost of Hedging | ||
| 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 | Linked | (a) Barclays Capital Commodity Index Securities (Section 2 of the |
N/A |
Barclays Capital Index Annex):
27 Settlement Number: As defined in Condition 24 of the Base Conditions
(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 N/A
- Registered Securities, Dutch 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): TARGET
Selling restrictions and provisions relating to certification
49 Non-US Selling Restrictions: 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 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. 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 these 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 the Manager (as the case may be) and the Determination Agent.
50 Applicable TEFRA exemption: N/A General
51 Business Day Convention: Modified Following
Securities:
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.
| 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: XS0549770260 | |
| Common Code: 0549770260 | |||
| Valoren: CH 14596602 | |||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A | |
| 57 | Additional Conditions and/or modification to the Conditions of the |
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
Details of historic LIBOR rates can be obtained from Reuters.
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 be no more than 1.50 per cent. of the Issue Price. Further details of the commission element are available upon request.