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Barclays PLC — Capital/Financing Update 2012
Mar 12, 2012
5250_rns_2012-03-12_1c31f411-eca6-4009-91c2-ade45448dc0b.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
GBP 4,000,000 Index Linked Notes due March 2018 (the "Notes")
Series NX00070305
under the Global Structured Securities Programme
The Securities will be publicly offered in the United Kingdom from and including 13 February 2012 to and including 27 February 2012
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 12 March 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:
FTSE 100 Index
The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor the Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE 100 Index and/or the figure at which such index stands at any particular time on any particular day or otherwise. The FTSE 100 Index is compiled and calculated by FTSE. However, neither FTSE nor the Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the FTSE 100 Index and neither FTSE or the Exchange or FT shall be under any obligation to advise any person of any error therein.
"FTSE®", "FT-SE®" and "Footsie®" are trade marks of the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under licence. "All-World", "All-Share" and "All-Small" are trade marks of FTSE International Limited.
Euro Stoxx 50 Index
STOXX and its licensors (the "Licensors") have no relationship to the Issuer, other than the licensing of the Euro Stoxx 50 Index and the related trademarks for use in connection with the Securities.
STOXX and its Licensors do not:
- Sponsor, endorse, sell or promote the Securities.
- Recommend that any person invest in the Securities or any other securities.
- Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities.
- Have any responsibility or liability for the administration, management or marketing of the Securities.
- Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the Euro Stoxx 50 Index or have any obligation to do so.
STOXX and its Licensors will not have any liability in connection with the Securities. Specifically,
- STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
- The results to be obtained by the Securities, the owner of the Securities or any other $\bullet$ person in connection with the use of the Euro Stoxx 50 Index and the data included in the Euro Stoxx 50 Index:
- The accuracy or completeness of the Euro Stoxx 50 Index and its data;
- The merchantability and the fitness for a particular purpose or use of the Euro Stoxx 50 Index and its data;
- STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Euro Stoxx 50 Index or its data:
- Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.
The licensing agreement between the Issuer and STOXX is solely for their benefit and not for the benefit of the owners of the Securities or any other third parties.
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: | NX00070305 | |||
|---|---|---|---|---|---|
| 2 | Currency: | Pound Sterling ("GBP") | |||
| 3 | Notes: | Applicable | |||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
GBP 4,000,000 | |||
| (ii) | Specified Denomination: | GBP 1 | |||
| (iii) | Minimum Tradable Amount: | N/A | |||
| (iv) | Calculation Amount 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 | 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) | CDI s : | N/A | |||
| 6 | Trade Date: | 6 February 2012 | |||
| 7 | Issue Date: | 12 March 2012 | |||
| 8 | Redemption Date: | The later of: | |||
| (i) | 6 March 2018; and | ||||
| (ii) | 5 Business Days immediately following the Final Valuation Date. |
||||
| Where: | |||||
| "Final Valuation Date" means 27 February 2018. | |||||
| 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 shall be equal to 0.5 per cent. of |
the Calculation Amount
| 14 | Interest Rate: | N/A |
|---|---|---|
| 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: | Each date as set out in Schedule 2 under the heading "Interest Payment Date (i) " |
| 23 | Day Count Fraction: | N/A |
| 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: | GBP |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions. |
| 28 | Settled Terms relating Cash to Securities: |
|
| Final Cash Settlement Amount: (i) |
(a) If the Final Price of the Worst Performing Basket Constituent is equal to or greater than the Barrier Price for that Basket Constituent, GBP 1 per Calculation Amount; or (b) If the Final Price of the Worst Performing Basket Constituent is less than the Barrier Price for that Basket Constituent, the Calculation Amount multiplied by the Final Price of the Worst Performing Basket Constituent and divided by the Strike Price of the Worst Performing Basket Constituent. Where: |
|
| "Barrier Price" means, in respect of a Basket Constituent, 50 per cent. of the Initial Price of |
that Basket Constituent.
"Final Price" or " $V_{(i)Final}$ " means, in respect of a Basket Constituent, the Valuation Price of that Basket Constituent on the Final Valuation Date (as defined in paragraph 8 above).
"Initial Price" or " $V_{(i)Initial}$ " means, in respect of a Basket Constituent, the Valuation Price of that Basket Constituent on the Initial Valuation Date.
"Initial Valuation Date" means 27 February 2012. "Strike Price" means, in respect of a Basket Constituent, 100 per cent. of the Initial Price of that Basket Constituent.
"Worst Performing Basket Constituent" means Basket Constituent with the lowest the performance calculated as follows:
$$
\frac{V_{(i)Final}}{V_{(i)Initial}}
$$
Provided that where more than one Basket Constituent has the same lowest performance, the Determination Agent will in its sole the discretion select which of Basket Constituents with the same lowest performance will be the Worst Performing Basket Constituent. "Valuation Price" means, in respect of a Basket Constituent, the price of that Basket Constituent at the Valuation Time on any Scheduled Trading Day, as determined by the Determination Agent.
| (ii) | Early Cash Settlement Amount: | Conditions | As defined in Condition 24 of the | Base | |||||
|---|---|---|---|---|---|---|---|---|---|
| (iii) | Early Cash Redemption Date: | Conditions | As defined in Condition 24 of the Base | ||||||
| 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 | N/A |
Requirements:
| 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 | |
| Index/Indices (each a (i) "Reference Asset"): |
A basket of 2 indices (each an "Index" or a "Basket Constituent"), as set out in Schedule 1 |
||
| (ii) | Future Price Valuation: | N/A | |
| (iii) | Exchange-traded Contract: | N/A | |
| (iv) | Exchange: | In respect of each Index, as set out in Schedule 1 | |
| (v) | Related Exchanges: | In respect of each Index, All Exchanges | |
| (vi) | Exchange Rate: | N/A | |
| (vii) | Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A | |
| (viii) | Index Level of each Reference Asset: |
The Valuation Price | |
| (ix) | Valuation Date: | The Initial Valuation Date and the Final 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 |
N/A |
Capital Index Annex):
| (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): | TARGET |
| 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 | (a) | Details relating to Partly Paid Securities: |
N/A | |
| (b) | Details relating to Instalment Notes: |
N/A | ||
| 55 | Relevant securities codes: | ISIN: XS0549956950 | ||
| Common Code: 054995695 | ||||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A | ||
| 57 | Securities: | Additional Conditions and/or modification to the Conditions of the |
N/A |
Part R 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 |
| 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 $\overline{4}$
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 |
| (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 Investment 8 and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
Information relating to each Index, including its past and future performance and volatility, may be obtained from Bloomberg pages: UKX Index (in respect of Index 1) and SX5E Index (in respect of Index $2$ ).
Investors should note that historical performance should not be taken as an indication of future performance.
The Issuer does not intend to provide post-issuance information.
$\mathbf{9}$ 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 | 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 Agents $(s)$ (if any): |
N/A |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
No |
11 Offer Information
| Offer Price: | Issue Price |
|---|---|
| The Issue Price includes a total commission and concession which may be payable to the Distributor (as defined below), further details of which are available upon request from the Distributor. |
|
| Conditions to which the offer is subject: | N/A |
| Description of the application process: | An offer of the Securities may be made by the Manager or the Distributor other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction") during the period from and including 13 February 2012 to and including 27 February 2012 (the "Offer Period"). Applications for the Securities can be made in the Public Offer Jurisdiction through the Distributor during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Distributor. Distribution will be in accordance with the Distributor's usual procedures, notified to investors by the Distributor. |
| Details of the minimum and/or maximum amount of application: |
The minimum and maximum amount of application from the Distributor will be notified to investors by the Distributor. |
Description reduce Subscription orders may be reduced in case of of possibility to oversubscription, excess amount of funds paid being subscriptions and manner for refunding excess amount paid by applicants: reduced without delay with no entitlement for compensation. Investors will be notified by the Distributor of their Details of method and time limits for paying allocations of Securities and the settlement up and delivering the Securities: arrangements in respect thereof. Manner in and date on which results of the Not Applicable offer are to be made public: Procedure for exercise of any right of pre-Not Applicable emption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of prospective investors to which Offers may be made by the Manager or the the Securities are offered and whether Distributor in the Public Offer Jurisdiction to any tranche(s) have been reserved for certain person. Offers (if any) in other EEA countries will countries: only be made by the Manager or the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus. Process for notification to applicants of the Each investor will be notified by the Distributor of its amount allotted and indication whether allocation of Securities at the time of such investor's dealing may begin before notification is application. made: No dealings in the Securities may take place prior to the Issue Date. Not Applicable Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent Merchant Capital Limited (the "Distributor") known to the Issuer, of the placers in the 7th Floor Aldermary House various countries where the offer takes place: 10-15 Oueen Street London EC4N 1TX United Kingdom
Schedule 1
| $\mathbf{i}$ | Name | Bloomberg Code (for identification purposes only) |
Index Sponsor |
Exchange | Reference Asset Currency |
|---|---|---|---|---|---|
| $\mathbf{1}$ | FTSE 100 Index ("Index 1") |
UKX | FTSE International Limited |
London | GBP |
| $\overline{2}$ | Euro Stoxx 50 Index ("Index 2") |
SX5E | Stoxx Limited | Multi- exchange |
EUR |
Schedule 2
Interest Payment Dates
| i | Interest Payment Date(i) |
|---|---|
| 1 | 12-Apr-12 |
| $\overline{2}$ | 14-May-12 |
| 3 | 12-Jun-12 |
| 4 | 12-Jul-12 |
| 5 | 13-Aug-12 |
| 6 | 12-Sep-12 |
| 7 | $12-Ort-12$ |
| 8 | 12-Nov-12 |
| 9 | 12-Dec-12 |
| 10 | 14-Jan-13 |
| 11 | 12-Feb-13 |
| 12 | 12-Mar-13 |
| 13 | 12-Apr-13 |
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