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Barclays PLC — Capital/Financing Update 2012
Feb 8, 2012
5250_rns_2012-02-08_09444b33-11d9-40db-8053-a6f8579392d5.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
EUR 3,500,000 Index Linked Notes due February 2017 (the "Notes")
Series NX00068041
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 8 February 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.
Index disclaimer
The EURO STOXX 50® and the trademarks used in the Index name are the intellectual property of STOXX Limited, Zurich, Switzerland and/or its licensors. The Index is used under license from STOXX. The Securities based on the Index are in no way sponsored, endorsed, sold or promoted by STOXX and/or its licensors and neither STOXX nor its licensors shall have any liability with respect thereto.
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: | NX00068041 | |
|---|---|---|---|
| 2 | Currency: | Euro ("EUR") | |
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 3,500,000 | |
| (ii) | Specified Denomination: | EUR1,000 | |
| (iii) | Minimum Tradable Amount: | N/A | |
| (iv) | Calculation Amount as at the | Specified Denomination | |
| 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. |
||
| 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: | 18 January 2012 | |
| 7 | Issue Date: | 8 February 2012 | |
| 8 | Redemption Date: | 8 February 2017, 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: | In respect of each Interest Payment Date, the Interest Amount will be an amount determined in accordance with the following: |
(i) If on the relevant Interest Valuation Date, the Valuation Price is equal to or greater than the Interest Barrier:
7% x Calculation Amount + Y x 7% x Calculation
Amount (ii) Otherwise, zero.
Where:
"Interest Barrier" means EUR 1,434.3840 (calculated as 60 per cent. of the Initial Price and displayed to 4 d.p.).
"Initial Price" means the Valuation Price on the Initial Valuation Date, being EUR 2390.64.
"Initial Valuation Date" means 18 January 2012.
"Interest Valuation Date" means each date set out in Schedule 1.
"Valuation Price" means the price of the Index at the Valuation Time on any Scheduled Trading Day, as determined by the Determination Agent.
"Y" means the number of previous Interest Payment Dates for which no Interest Amount was paid (after which such Interest Payment Date(s) shall be considered to have had interest paid).
$14$ Interest Rate: $N/A$ Screen Rate Determination: $N/A$ 15 $N/A$ 16 ISDA Determination: $N/A$ 17 Margin: Minimum/Maximum Interest Rate: $N/A$ 18 19 $N/A$ Interest Commencement Date: 20 Interest Determination Date: $N/A$ 21 Interest Calculation Periods: $N/A$ 22 Interest Payment Dates: Each Interest Payment Date set out in Schedule $1.$ 23 Day Count Fraction: $N/A$ Fallback provisions, rounding 24 $N/A$ 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: Cash Settlement
| (ii) For the purposes of Condition 5.5 of the Base Conditions: |
|||
|---|---|---|---|
| Cash Settlement | |||
| 26 | Settlement Currency: | EUR | |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions. |
|
| 28 | Securities: | Terms relating to Cash Settled | |
| (i) | Final Cash Settlement Amount: | (a) If the Valuation Price on the Final Valuation Date is at or above the Strike Price, the Final Cash Settlement Amount will be an amount equal to the Calculation Amount: |
|
| (b) Otherwise, the Final Cash Settlement Amount will be an amount equal to the Calculation Amount multiplied by the Valuation Price on the Final Valuation Date and divided by the Strike Price. |
|||
| Where: | |||
| "Final Valuation Date" means 18 January 2017. | |||
| "Strike Price" EUR 1434.3840 (calculated as 60 | |||
| per cent. of the Initial Price and displayed to 4 $d.p.$ ). |
|||
| (ii) | Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions |
|
| (iii) | Early Cash Redemption Date: | in Condition 24 of the As defined Base 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 | |
| If the Valuation Price on any Autocall Valuation Date is at or above the Autocall Barrier, the |
Issuer shall notify the Securityholders upon the occurrence of such event and shall redeem all of the Securities (in whole only) early at the Specified Early Cash Settlement Amount on the Specified Early Cash Redemption Date. Where:
| "Autocall Barrier" means the Initial Price. "Autocall Valuation Date" means each date set out in Schedule 2. |
||||
|---|---|---|---|---|
| (i) | Automatic Early Redemption | Applicable | ||
| (ii) | Cash Settled Securities: | |||
| (a) | Specified Early Cash Settlement Amount: |
An amount in the Settlement Currency equal to the Calculation Amount. |
||
| (b) | Specified Early Cash Redemption Date(s): |
Each Specified Early Cash Redemption Date set out in Schedule 2 which corresponds to the Autocall Valuation Date on which a Specified Early Redemption Event occurs. |
||
| (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"): |
Euro Stoxx 50® Index (the "Index"), as calculated and sponsored by Stoxx Limited. Provided that the Index represents a notional investment in such Index with a notional investment size of EUR 1.00 per index point. (Bloomberg ticker: .STOXX50E) |
||
| (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 | Valuation Price |
| (ix) | Valuation Date: | The Initial Valuation Date, Final Valuation Date, each Interest Valuation Date and each Autocall 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 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 N/A Index Linked Securities (Section 6 of the Barclays Capital Index Annex): |
|||
| 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: | defined in Condition 24 of the Base As 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 | ||
| 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 | |
| Relevant securities codes: 55 |
ISIN: XS0549913043 | |
| Common Code: 054991304 | ||
| 56 | Modifications to the Master Subscription Agreement and/or |
N/A |
| Agency Agreement: | ||
| 57 | Additional Conditions and/or | For the purposes hereof, Condition 9.7 of the |
modification to the Conditions of the Securities:
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.
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. | |
| Notification |
$N/A$
$\overline{2}$
3
Interests of Natural and Legal Persons involved in the Issue $\overline{\mathbf{4}}$
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 |
|---|---|---|
| ------ | ------------------------- | ----- |
- $N/A$ $(iii)$ Estimated total expenses:
- Fixed Rate Securities Only Yield 6
$N/A$
$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates
$N/A$
Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of Investment $\bf 8$ and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
Past performance of the Index can be obtained on Bloomberg.
The Issuer does not intend to provide post-issuance information.
Investors should note that historical performance should not be taken as an indication of future performance.
Performance of Rate of Exchange and Explanation of Effect on Value of Investment $9$
$N/A$
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 $N/A$ Agents(s) (if any): Intended to be held in a manner which would No allow Eurosystem eligibility:
11 Offer Information
$N/A$
Schedule 1
Interest Valuation Dates/Interest Payment Dates
| N | Interest Valuation Dates |
Interest Payment Dates |
|---|---|---|
| 18 January 2013 | 08 February 2013 | |
| 2 | 20 January 2014 | 10 February 2014 |
| 3 | 19 January 2015 | 09 February 2015 |
| 4 | 18 January 2016 | 08 February 2016 |
| 5 | 18 January 2017 | 08 February 2017 |
Schedule 2
| Autocall Valuation Date | Specified Early Cash Redemption Date |
|---|---|
| 18 January 2013 | 08 February 2013 |
| 20 January 2014 | 10 February 2014 |
| 19 January 2015 | 09 February 2015 |
| 18 January 2016 | 08 February 2016 |