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Barclays PLC — Capital/Financing Update 2012
Feb 14, 2012
5250_rns_2012-02-14_31eaebbf-5f13-4409-add4-d10fbcfa900d.pdf
Capital/Financing Update
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These notes do not constitute collective investment schemes in the meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). Accordingly, holders of the notes do not benefit from protection under CISA or supervision by the Swiss Financial Market Supervisory Authority ("FINMA")
Final Terms BARCLAYS
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 15,000,000 Equity Linked Notes due February 2017 (the "Notes")
Series NX00069664
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 14 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.
Notice to Swiss investors:
The Notes may not be publicly distributed in Switzerland. This Final Terms shall not be dispatched. copied to or otherwise made available to, and the Notes 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 Franc 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 Notes 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 Capital Securities Limited |
| 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: | NX00069664 | ||
|---|---|---|---|---|
| 2 | Currency: | Euro ("EUR") | ||
| 3 | Notes: | Applicable | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 15,000,000 | ||
| (ii) Specified Denomination: | EUR 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: | N/A | |||
| (iii) Held under the NSS: | N/A | |||
| (iv) CGN Form: | Applicable | |||
| $(v)$ CDIs: | N/A | |||
| 6 | Trade Date: | 30 January 2012 | ||
| 7 | Issue Date: | 14 February 2012 | ||
| 8 | Redemption Date: | 10 Business Days following the Final Valuation Date, scheduled to be 13 February 2017. |
||
| Where: | ||||
| "Final Valuation Date" means 30 January 2017. | ||||
| 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: | For each year $k$ from $k=1$ to $k=5$ , an amount in the |
| Settlement Currency, payable on the Interest | |
| Payment Date(k) in respect of each Calculation | |
| Amount, calculated as follows: |
max [0, Jade Performance] x Calculation Amount
Where:
"Jade Performance" =
$$
\frac{1}{30} x \sum_{i=1}^{30} Performance_i^k
$$
" $Performanceik$ " will be calculated as follows:
(i) Performanceik = 11.05% if
$$
\frac{S(i,k)}{S(i,0)} - 1 \ge 0
$$
Otherwise,
(ii) Performanceik =
$$
\frac{S(i,k)}{S(i,0)} - 1
$$
" $S(i,0)$ " or "Initial Price" means, in respect of each Share(i), its Share Price on the Strike Date.
" $S(i,k)$ " means, in respect of each Share(i), its Share Price on Interest Valuation Date(k).
"Interest Valuation Date(k)" means as set out in Schedule 2.
"Share Price" means, in respect of Share(i), its price at the Valuation Time on any Scheduled Trading Day. "Strike Date" means 30 January 2012.
| 14 | Interest Rate: | N/A |
|---|---|---|
| 15 2 | 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 date as set out in Schedule 2. |
| 23 | Day Count Fraction: | N/A |
| 24 | Fallback provisions, rounding provisions, | N/A |
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: | For the purposes of Condition 5.1 of the Base Conditions: |
|---|---|---|
| Cash Settlement | ||
| 26 | Settlement Currency: | EUR |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
| 28 | Terms relating to Cash Settled Securities: |
|
| Final Cash Settlement Amount: (i) |
EUR 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 | 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: | Applicable |
| "Reference Share $(s)$ (each (i) a Asset"): |
A basket of 30 Shares (each a "Share(i)", and together, the "Basket"), as set out in Schedule 1 |
|
| (ii) Exchange: | In respect of each Share(i), as set out in Schedule 1 | |
| (iii) Related Exchanges: | In respect of each Share(i), All Exchanges | |
| (iv) Exchange Rate: | N/A | |
| (v) Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A | |
| (vi) Initial Price of each Reference Asset: |
As defined above | |
| (vii) Number of Shares: | N/A | |
| (viii) Substitution of Shares: | Substitution of Shares - Standard is Applicable |
| (ix) | Valuation Date: | Each Interest Valuation Date(k) including the Final Valuation Date |
|
|---|---|---|---|
| (x) | Valuation Time: | As per the Equity Linked Annex | |
| (xi) | Averaging: | N/A | |
| (xii) | Additional Disruption Event in respect of Share Linked Securities: |
Insolvency Filing | |
| (xiii) FX Disruption Event: | N/A | ||
| (xiv) Market Access Dividend and Rights Issue Provisions: |
N/A | ||
| (xv) Dividend Exchange Rate: | N/A | ||
| (xvi) Other adjustments: | N/A | ||
| 37 | only): | Index Linked Securities (Equity indices | 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 | Swedish | Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Registered Securities, VPS |
N/A |
| Registered Securities Spanish or Securities: |
||
|---|---|---|
| 46 | Additional provisions relating to Taxes N/A and Settlement Expenses: |
|
| Definitions | ||
| 47 | Business Day: | As defined in Condition 24 of the Base Conditions |
| 48 | Additional Business Centre(s): | New York |
| 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 |
| 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 | Details relating to Partly Paid (a) Securities: |
N/A |
| Details relating to Instalment (b) Notes: |
N/A | |
| 55 | Relevant securities codes: | ISIN: XS0549943628 |
| Common Code: 054994362 | ||
| 56 | Modifications the to Master Subscription Agreement and/or Agency Agreement: |
N/A |
| 57 | Additional Conditions and/or modification to the Conditions of the Securities: |
For the avoidance of doubt in relation to a delay or postponement of payments and settlement: If the determination of a price or level used to calculate any amount payable or deliverable on any |
payment or settlement date is delayed or postponed pursuant to the terms and conditions of the Securities, payment or settlement will occur on the later of either (i) the scheduled payment or settlement date or (ii) the second Business Day following the date on which such price or level is determined.
If any due date for payment or settlement is not a Business Day, then the relevant payment or settlement will be made on the immediately succeeding Business Day.
No additional amounts shall be payable as a result of any delay or postponement of payments or settlement.
Part B Other Information
$\mathbf{1}$ 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 |
The Issuer has applied for the Securities to be rated.
$\overline{2}$ Ratings
Ratings:
Notification $\overline{3}$
$N/A$
Interests of Natural and Legal Persons involved in the Offer $\overline{4}$
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.
$51$ 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: $N/A$
Fixed Rate Securities Only - Yield 6
Indication of yield: $N/A$
Floating Rate Securities Only - Historic Interest Rates $\overline{7}$
$N/A$
Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of 8 Investment and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
$N/A$
Performance of Rate of Exchange and Explanation of Effect on Value of Investment $\mathbf{9}$
$N/A$
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 4 per cent. of the Issue Price. Further details of the commission element are available upon request.
Schedule 1
Basket
| $\mathbf{i}$ | Share | Exchange | Bloomberg/ Reuters code |
|---|---|---|---|
| $\mathbf{1}$ | Amazon | Nasdaq | AMZN UN |
| 2 | H&M Hennes & Mauritz | Stockholm | HMB SS |
| 3 | Mc Donald's | New York | MCD UN |
| 4 | Walt Disney | New York | DIS UN |
| 5 | Coca Cola | New York | KO UN |
| 6 | Nestlé | SIX Swiss Exchange | NESN VX |
| 7 | Philip Morris International | New York | PM UN |
| 8 | Chevron | New York | CVX UN |
| 9 | Exxon Mobil | New York | XOM UN |
| 10 | Schlumberger | New York | SLB UN |
| 11 | Allianz | Xetra | ALV GY |
| 12 | American Express | New York | AXP UN |
| 13 | Berkshire Hathaway | New York | BRK/BUN |
| 14 | JP Morgan Chase | New York | JPM UN |
| 15 | Standard Chartered | New York | STAN LN |
| 16 | Wells Fargo | New York | WFC UN |
| 17 | AstraZeneca | London | AZN LN |
| 18 | Roche | SIX Swiss Exchange | ROG VX |
| 19 | ABB | New York | ABB UN |
| 20 | Boeing | New York | BAUN |
| 21 | Deere | New York | DE UN |
| 22 | Apple | Nasdaq | AAPL UN |
| 23 | Nasdaq | GOOG UN | |
| 24 | MasterCard | New York | MA UN |
| 25 | Microsoft | Nasdaq | MSFT UN |
| 26 | BHP Biliton | London | BLT LN |
| 27 | Newmont Mining | New York | NEM UN |
|---|---|---|---|
| 28 | Rio Tinto | London | RIO LN |
| 29 | Vodafone | London | VOD LN |
| 30 | GDF SUez | Paris | GSZ FP |
| Schedule 2 | |
|---|---|
| ------------ | -- |
| Year(k) | Interest Valuation Date | Interest Payment Date |
|---|---|---|
| (k) | (k) | |
| 30 January 2013 | 14 February 2013 | |
| 30 January 2014 | 14 February 2014 | |
| 30 January 2015 | 16 February 2015 | |
| 4 | 1 February 2016 | 15 February 2016 |
| Final Valuation Date | Redemption Date |