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Barclays PLC — Capital/Financing Update 2012
Feb 9, 2012
5250_rns_2012-02-09_d95dff15-a39e-49c5-936c-0b7254460e3e.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 4,000,000 Floating Rate Credit Linked Notes due December 2012 (the "Notes")
Series NX00069971
under the Global Structured Securities Programme
Issue Price: 95.25 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 the 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 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 9 February 2012
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 |
| 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: | NX00069971 | |
|---|---|---|---|
| 2 | Currency: | Euro ("EUR") | |
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 4,000,000 | |
| (ii) | Specified Denomination: | EUR 50,000 | |
| (iii) Minimum Tradable Amount: | N/A | ||
| (iv) Calculation Amount as at the Issue | Specified Denomination | ||
| 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. |
||
| (v) Nominal Amount: | Calculation Amount | ||
| 4 | Certificates: | N/A | |
| 5 | Form: | ||
| (i) | Global/Definitive/Uncertificated | Global Bearer Securities: | |
| and dematerialised: | 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: | 2 February 2012 | |
| 7 | Issue Date: | 9 February 2012 | |
| 8 | Redemption Date: | 22 December 2012 (the "Scheduled Redemption Date") provided that if an Extension Notice is effective and no Relevant Eventr Determination Date occurs on or prior to the Securities Extension Date, the date falling five Business Days after after the Securities Extension Date or, if an Extension Notice is effective and a Relevant Event Determination Date occurs on or prior to the Securities Extension Date, the Credit Event Redemption Date. |
|
| 9 | Issue Price: | 95.25 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: |
Credit Linked Annex |
| 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: |
EUR-EURIBOR-Reuters | |
| (ii) Designated Maturity: |
3 months, except for the first Interest Calculation Period in respect of which Linear Interpolation will apply |
|
| (iii) Reset Date: | The first day of each Interest Calculation Period | |
| 17 | Margin: | Plus 3.00 per cent. |
| 18 | Minimum/Maximum Interest Rate: | N/A |
| 19 | Interest Commencement Date: | Issue Date |
| 20 | Interest Determination Date: | N/A |
| 21 | Interest Calculation Periods: | As defined in Condition 24 of the Base Conditions |
| (i) Interest Period End Dates: |
Each Interest Payment Date, without any adjustment in accordance with the Business Day Convention |
|
| (ii) Interest calculation method for short or long Interest Calculation Periods: |
In respect of the the first Interest Calculation Period, Linear Interpolation |
|
| 22 | Interest Payment Dates: | 20 March, 20 June, 20 September and 20 December, from and including 20 March 2012 to and including the Redemption 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 |
Following the occurrence of a Relevant Event Determination Date, the Securities will cease to accrue interest as of the earlier to occur of the |
Provisions relating to interest (if any) payable on the Securities
| interest, if different from those set out in | Interest Payment Date occurring on or immediately | |
|---|---|---|
| the Base Conditions: | preceding the Relevant Event Determination Date or, | |
| if no Interest Payment Date has occurred, the Issue | ||
| Date. | ||
| Provisions relating to Redemption | ||
| 25 | Settlement Method: | For the purposes of Condition 5.1 of the Base Conditions: |
| Cash Settlement, provided that no Event Determination Date occurs prior to the later of the Scheduled Redemption Date and the Securities Extension Date. |
||
| Otherwise please refer to the section on "Terms relating to settlement following a Credit Event" in paragraph 40 below. |
||
| 26 | Settlement Currency: | EUR |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
| 28 | Terms relating to Cash Settled Securities: |
|
| (i) Final Cash Settlement Amount: |
100 per cent. per Calculation Amount, on the later of the Scheduled Redemption Date and the date falling five Business Days after the Securities Extension Date (where applicable). |
|
| (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 | 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: | 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: |
N/A |
| 36 | Share Linked Securities: | N/A |
| 38 | Inflation Linked Securities: | N/A | |
|---|---|---|---|
| 39 | FX Linked Securities: | N/A | |
| 40 | Credit Linked Securities: | Applicable | |
| (i) | Type of Credit Linked Security: | Single Name CLS | |
| (ii) | Determination Agent City: | As set out in the Credit Linked Conditions | |
| (iii) | Credit Event Accrued Interest: | N/A | |
| (iv) | Extension Interest: | N/A | |
| Credit Provisions | |||
| (v) | Reference Entity (together with the related Reference Obligation(s), Obligation(s) and/or Deliverable Obligation(s) thereof, as applicable, each a "Reference Asset"): |
BRISA – CONCESSAO RODOVIARIA, S.A., and any Successors |
|
| (vi) | Specified Reference Obligations: | ||
| The obligations identified as follows: |
|||
| Primary Obligor: | BRISA – Auto-Estradas de Portugal, S.A. | ||
| Guarantor: | N/A | ||
| Maturity: | 26 September 2013 | ||
| Coupon: | 4.797 per cent. | ||
| USIP/ISIN: | PTBSSAOM0005 | ||
| Deliverable Obligations: | |||
| Deliverable Obligation Category: |
As set out in respect of the applicable Transaction Type in the Annex |
||
| Deliverable Obligation Characteristics: |
As set out in respect of the applicable Transaction Type in the Annex |
||
| Excluded Deliverable Obligations: | None | ||
| (vii) | Reference CDS: | N/A | |
| (viii) All Guarantees: | As set out in respect of the applicable Transaction Type in the Annex |
||
| Terms relating to Credit Events | |||
| (ix) | Credit Events: | As set out in respect of the applicable Transaction Type in the Annex |
|
| (x) | For Nth-to-Default Securities only, specify N: |
N/A | |
| (xi) | Default Requirement: | As defined in the Credit Linked Conditions |
| (xii) | Payment Requirement: | As defined in the Credit Linked Conditions | |
|---|---|---|---|
| (xiii) Conditions to Settlement: | As set out in respect of the applicable Transaction Type in the Annex |
||
| (xiv) | Obligation(s): | ||
| Obligation Category: | As set out in respect of the applicable Transaction Type in the Annex |
||
| Obligation Characteristics: | As set out in respect of the applicable Transaction Type in the Annex |
||
| (xv) | Additional Obligation(s): | N/A | |
| (xvi) Excluded Obligation(s): | None | ||
| Credit Event | Terms relating to settlement following a | ||
| (xvii) CLS Settlement Method: | Auction Settlement | ||
| (xviii)Fallback CLS Settlement Method: | Cash Settlement | ||
| (xix) Issuer CLS Settlement Option: | N/A | ||
| (xx) | Terms relating to Cash Settlement: | Applicable where the Fallback CLS Settlement Method applies |
|
| (a) | Credit Event Redemption Amount: |
In respect of each Security, the greater of (a) the product of the Nominal Amount and the Final Price; minus (b) such Security's pro rata share of Settlement Expenses and Swap Costs. |
|
| (b) | Credit Event Redemption Date: |
5 Business Days following the calculation of the Final Price |
|
| (c) | CLS Valuation Date: | Single CLS Valuation Date | |
| (d) | CLS Valuation Time: | As specified in the Credit Linked Annex | |
| (e) | Quotation Method: | Bid | |
| (f) | Quotation Amount: | As specified in the Credit Linked Annex | |
| (g) | Minimum Quotation Amount: |
N/A | |
| (h) | Accreted Amount: | N/A | |
| (i) | Valuation Method: | Highest | |
| (xxi) Terms relating to Physical Settlement: |
N/A | ||
| (xxii) Valuation Date: | N/A | ||
| (xxiii)Valuation Time: | N/A | ||
| (xxiv)60 Business Day Cap on Settlement: |
Applicable |
| 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 and addresses of Managers and underwriting |
N/A |
commitments:
- 54 (a) Details relating to Partly Paid Securities:
- (b) Details relating to Instalment Notes:
- 55 Relevant securities codes: ISIN: XS0549950912
- 56 Modifications to the Master Subscription Agreement and/or Agency Agreement:
- 57 Additional Conditions and/or modification to the Conditions of the Securities:
N/A
N/A
Common Code: 054995091
N/A
(i) Final Price:
The definition of Final Price in the Credit Linked Annex shall be replaced for the following:
"Final Price" means the Auction Final Price, unless the Fallback CLS Cash Settlement Method is applicable in which case Final Price will mean the price of the Reference Obligation determined pursuant to the Valuation Method.
(ii) Payment Days:
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.
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 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 |
6 Fixed Rate Securities Only – Yield
Indication of yield: N/A
(iii) Estimated total expenses: 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): |
N/A |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
Yes Note that the designation "yes" simply means that the Securities are intended upon issue to be deposited with one of the International Central Securities Depositaries ("ICSDs") as common safekeeper and does not necessarily mean that the Securities will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem |
eligibility criteria have been met.
11 Offer Information
N/A
ANNEX
| Transaction Type | STANDARD EUROPEAN CORPORATE |
|---|---|
| All Guarantees: | Applicable |
| Conditions to Settlement: | Notice of Publicly Available Information Applicable |
| Credit Events: | Bankruptcy Failure to Pay Restructuring Modified Restructuring Maturity Limitation and Conditionally Transferable Obligation Applicable |
| Obligation Category: | Borrowed Money |
| Obligation Characteristics: | None |
| Physical Settlement Period | 30 Business Days |
| Deliverable Obligation Category: | Bond or Loan |
| Deliverable Obligation Characteristics: |
Not Subordinated Specified Currency Not Contingent Assignable Loan Consent Required Loan Transferable Maximum Maturity: 30 years Not Bearer |