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Barclays PLC — Capital/Financing Update 2012
Feb 22, 2012
5250_rns_2012-02-22_49257c4f-3e55-4c9c-b3a5-afbd41740eb5.pdf
Capital/Financing Update
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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 5,000,000 Share Linked Notes due February 2015 (the "Notes")
Series NX00070790
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 22 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.
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: (i) |
NX00070790 |
|---|---|---|
| Tranche: (ii) |
1 | |
| 2 | Currency: | Euro ("EUR") (the "Issue Currency") |
| 3 | Notes: | Applicable |
| Aggregate Nominal Amount as at the (i) Issue Date: |
EUR 5,000,000 | |
| Specified Denomination: (ii) |
EUR 1,000 | |
| (iii) Minimum Tradable Amount: | EUR 50,000 (and EUR 1,000 thereafter) | |
| (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: | |
| Global/Definitive/Uncertificated and (i) |
Global Bearer Securities: | |
| 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: | 15 February 2012 |
| 7 | Issue Date: | 22 February 2012 |
| 8 | Redemption Date: | The fifth Business Day immediately following the Final Valuation Date scheduled to be 23 February 2015 (the "Scheduled Redemption Date") |
| 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:
13 Interest Amount:
14 Interest Rate:
- Fixed Rate: $(i)$
- $(ii)$ Floating Rate:
- $(iii)$ Variable Rate:
Applicable
As per Conditions 4 and 24 of the Base Conditions
$N/A$
$N/A$
Provided that a Specified Early Redemption Event has not occurred prior to the Interest Valuation Date in respect of the relevant Interest Payment Date, the Securityholder shall receive an amount determined by the Determination Agent in accordance with the following:
(i) If the Valuation Price on the relevant Interest Valuation Date is equal to or greater than its Interest Barrier:
3.45% x Calculation Amount
(ii) otherwise, zero.
Where:
"Interest Barrier" means 65% of the Initial Price of the Reference Asset and displayed to 4 decimal places.
"Initial Price" means the Valuation Price during the Observation Period.
"Interest Valuation Date" means 15 May 2012. 15 August 2012, 15 November 2012, 15 February 2013, 15 May 2013, 15 August 2013, 15 November 2013, 17 February 2014, 15 May 2014, 15 August 2014, 17 November 2014 and the Final Valuation Date.
"Observation Period" means the period from and including 15 February 2012 to and including 22 February 2012.
"Valuation Price" means in respect of a Scheduled Trading Day, the price of the Reference Asset at the Valuation Time on such day, as determined by the Determination Agent.
"Valuation Time" has the meaning set out in
| paragraph 37. | |||
|---|---|---|---|
| (iv) | Zero Coupon: | N/A | |
| (v) | Bond Linked Securities - Fixed | N/A | |
| Coupon: | |||
| (vi) | Bond Linked Securities - Pass | N/A | |
| Through Interest: | |||
| 15 | 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: | The day which |
The day which is 5 Business Days following the relevant Interest Valuation Date, scheduled to be the following: 22 May 2012, 22 August 2012, 22 November 2012, 22 February 2013, 22 May 2013, 22 August 2013, 22 November 2013, 24 February 2014, 22 May 2014, 22 August 2014, 24 November 2014 and the Redemption Date.
$N/A$
$N/A$
23 Day Count Fraction:
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:
Provisions relating to Redemption
25 Settlement Method:
For the purposes of Condition 5.1 of $(i)$ the Base Conditions:
(A) Cash Settlement if the Valuation Price on the Final Valuation Date is equal to or greater than the Knock-in Barrier Price; otherwise (B) Physical Settlement.
For the purposes of Condition 5.5 of $(ii)$ the Base Conditions:
Cash Settlement
Where:
"Final Valuation Date" means 16 February 2015.
"Knock-in Barrier Price" means 65% of the Initial Price of the Reference Asset and displayed to 4 decimal places.
FUR
As defined in Condition 24 of the Base Conditions
EUR 1,000 per Calculation Amount
As defined in Condition 24 of the Base Conditions
As defined in Condition 24 of the Base Conditions
The maximum whole number of units of the Reference Asset equal to or less than the Underlying Entitlement as determined by the Determination Agent, provided that no fraction of a Reference Asset shall be delivered and Securityholders will be entitled to receive an amount in EUR rounded to the nearest unit of such currency determined on the basis of the Valuation Price of the Reference Asset on the Final Valuation Date in lieu of such fraction.
Where.
"Underlying Entitlement" means the Calculation Amount divided by the Strike Price, and displayed to 4 decimal places.
"Strike Price" means 100% of the Initial Price of the Reference Asset and displayed to 4 decimal places.
Redemption Date
Final Physical Redemption Date
Applicable
As defined in Condition 24 of the Base Conditions
As defined in Condition 24 of the Base Conditions
- 26 Settlement Currency:
- 27 Settlement Number:
- 28 Terms relating to Cash Settled Securities:
- (i) Final Cash Settlement Amount:
- (ii) Early Cash Settlement Amount:
- (iii) Early Cash Redemption Date:
- 29 Terms relating to Physically Delivered Securities:
- (i) Final Physical Redemption Entitlement:
(ii) Final Physical Redemption Date:
- (iii) Physical Delivery Date(s):
- (iv) Entitlement Substitution:
- (v) Relevant Settlement Day:
- (vi) Disruption Cash Settlement Price:
| 31 | Call Option: | N/A | ||
|---|---|---|---|---|
| 32 | Put Option: | N/A | ||
| 33 | Specified Early Redemption Event: | Applicable | ||
| If the Valuation Price of the Reference Asset on any Autocall Valuation Date is equal to or greater than the Autocall Barrier, the Issuer shall notify the Securityholder 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 100% of the Initial Price and displayed to 4 d.p |
||||
| "Autocall Valuation Date" means each of 15 May 2012, 15 August 2012, 15 November 2012, 15 February 2013, 15 May 2013, 15 August 2013, 15 November 2013, 17 February 2014, 15 May 2014, 15 August 2014 and 17 November 2014. |
||||
| (i) | Automatic Early Redemption: | Applicable | ||
| (ii) | Cash Settled Securities: | Applicable | ||
| (a) Specified Early Cash Settlement Amount: | EUR 1,000 per Calculation Amount | |||
| (b) Specified Early Cash Redemption Date(s): | The fifth Business Day following the relevant Autocall Valuation Date |
|||
| (iii) | Physically Delivered Securities: | N/A | ||
| (iv) Period: |
Specified Early Redemption Notice | 5 Business Days | ||
| 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 | ||
| (i) | Share(s) (each a "Reference Asset"): | Single Share: Banco Santander SA | ||
| Bloomberg Code: SAN SM Equity | ||||
| (ii) | Exchange: | Madrid Stock Exchange | ||
| (iii) Related Exchange: | All Exchanges |
$N/A$
30 Nominal Call Event:
| (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: | N/A | ||
| Valuation Date: (ix) |
Each Scheduled Trading the Day in Observation Period, the Final Valuation Date, each Interest Valuation Date and each Autocall Valuation Date. |
||
| Valuation Time: (x) |
As per the Equity Linked Annex | ||
| Averaging: (xi) |
N/A | ||
| Additional Disruption Event in respect of (xii) 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 | Index Linked Securities (Equity indices only): | 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 N/A 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 Securities, Registered Dutch Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
N/A | |
| 46 | Additional provisions relating to Taxes and N/A Settlement Expenses: |
||
| 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 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 | Details relating to Partly Paid Securities: (a) |
N/A | |
| Details relating to Instalment Notes: (b) |
N/A | ||
| 55 | Relevant securities codes: | ISIN: XS0549982444 | |
| Common Code: 054998244 | |||
| 56 | Modifications to the Master Subscription N/A Agreement and/or Agency Agreement: |
||
| 57 | Additional Conditions and/or modification to the Conditions of the 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.
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 Marketon or around the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
N/A |
$\overline{2}$ Ratings
Ratings:
The Securities have not been individually rated.
$\overline{3}$ Notification
$N/A$
Interests of Natural and Legal Persons involved in the Issue $\overline{4}$
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.
Reasons for the Offer, Estimated Net Proceeds and Total Expenses 5
- (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
$N/A$
$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates
$N/A$
Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of 8 Investment and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
$N/A$
9 Performance of Rates 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 |
| Names and addresses of additional Paying Agents $(s)$ (if any): |
N/A |
| Intended to be held in a manner which would | Yes |
| allow Eurosystem eligibility: | Note that th |
| the Securiti | |
| deposited w |
ne designation "yes" simply means that les are intended upon issue to be vith 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.
of payment
11 Offer Information
The Issue Price includes a commission element shared with a third party, which will be no more than 2.50 per cent. of the Issue Price. Further details of the commission element are available upon request.