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Barclays PLC — Capital/Financing Update 2012
Apr 17, 2012
5250_rns_2012-04-17_f7c76796-bf93-45d6-b177-cb5d50aea596.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
USD 8,125,000 Equity Linked Notes due June 2012 (the "Notes")
Series GSN41190
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.
____________________________________________________________________________________________________________
Final Terms dated 17 April 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 Securitites
| 1 | Series: | GSN41190 | ||
|---|---|---|---|---|
| 2 | Currency: | United States dollar ("USD") | ||
| 3 | Notes: | Applicable | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
USD 8,125,000 | ||
| (ii) | Specified Denomination: | USD 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: | Applicable | ||
| (iii) Held under the NSS: | N/A | |||
| (iv) CGN Form: | N/A | |||
| (v) | CDIs: | N/A | ||
| 6 | Trade Date: | 30 March 2012 | ||
| 7 | Issue Date: | 17April 2012 | ||
| 8 | Redemption Date: | The later of (i) 15 June 2012 and (ii) 10 Business Days following the Valuation 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: | Applicable |
| 13 | Interest Amount: | 2.00% x 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: | Redemption Date |
| 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 |
N/A |
Provisions relating to Redemption
the Base Conditions:
| 25 | Settlement Method: | For the purposes of Condition 5.1 of the Base Conditions: |
|
|---|---|---|---|
| Cash Settlement or Physical Settlement: | |||
| (a) The Securities will be cash settled if the Final Price is equal to or greater than the Strike Price; and |
|||
| (b) The Securities will be physically settled if the Final Price is less than the Strike Price. |
|||
| Where: | |||
| "Final Price" means the Share Price on the Valuation Date. |
|||
| "Share Price" means the price of the Share at the | |||
| Valuation Time on any Scheduled Trading Day. | |||
| "Strike Price" means USD 182.2590. | |||
| 26 | Settlement Currency: | USD | |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions | |
| 28 | Terms relating to Cash Settled Securities: |
||
| (i) Final Cash Settlement Amount: |
USD 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: |
On the Final Physical Redemption Date, each Security will be redeemed by the Issuer by the delivery of the maximum whole number of units of Shares equal to or less than the Underlying Entitlement as determined by the Determination Agent; provided |
| that no fraction of Shares shall be delivered and Securityholders will be entitled to receive an amount in USD rounded to the nearest unit of such currency determined on the basis of the Final Price in lieu of such fraction. |
||
|---|---|---|
| Where: | ||
| "Underlying Entitlement" means an amount calculated as the Calculation Amount divided by the Strike Price. |
||
| (ii) Final Physical Redemption Date: |
Redemption Date | |
| (iii) Physical Delivery Date(s): | Final Physical Redemption Date | |
| (iv) Entitlement Substitution: | Applicable | |
| (v) Relevant Settlement Day: |
As defined in Condition 24 of the Base Conditions | |
| (vi) Disruption Cash Settlement Price: | As defined in Condition 24 of the Base Conditions | |
| 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 |
| (i) Share(s) (each a "Reference |
AMAZON.COM INC (the "Share") | |
| Asset"): | Reuters Code (for reference purposes only): AMZN.O | |
| (ii) Exchange: |
NASDAQ | |
| (iii) Related Exchanges: | 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: |
N/A | |
| (vii) Number of Shares: | N/A | |
| (viii) Substitution of Shares: | N/A |
| (ix) Valuation Date: |
30 May 2012 | |
|---|---|---|
| (x) Valuation Time: |
As defined in 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 | Index Linked Securities: | 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 Commodity Index Linked Securities (Section 2 of the Barclays Index Annex): |
N/A |
| (b) Barclays Equity Index Securities (Section 3 of the Barclays Index Annex): |
N/A | |
| (c) Barclays FX Index Linked Securities (Section 4 of the Barclays Index Annex): |
N/A | |
| (d) Barclays Interest Rate Index Linked Securities (Section 5 of the Barclays Index Annex): |
N/A | |
| (e) Barclays Emerging Market Index Linked Securities (Section 6 of the Barclays 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 N/A
and Settlement Expenses:
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 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: XS0628158924 Common Code: 062815892 56 Modifications to the Master Subscription Agreement and/or Agency Agreement: N/A 57 Additional Conditions and/or modification to the Conditions of the Securities: All references to "Barclays Capital Commodity Index" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays Commodity Index". All references to "Barclays Capital Equity Index" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays Equity Index". All references to "Barclays Capital FX Index" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays FX Index". All references to "Barclays Capital Interest Rate Index" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays Interest Rate Index". All references to "Barclays Capital Emerging Market Index" in the Base Prospectus and in the Conditions
shall be construed as references to "Barclays
Emerging Market Index".
All references to "Barclays Capital Index Annex" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays Index Annex".
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. No additional amounts shall be payable or deliverable by the Issuer because of such postponement.
For the purposes hereof, Base Condition 9.7 shall be modified as follows:
If the date on which any amount is specified as being or is otherwise determined to be, payable in respect of any Security or Coupon is not (i) a Business Day and (ii) in the case of Definitive Securities only, a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign Currency deposits) in the relevant place of presentation, then payment will not be made until the next succeeding day which is (i) a Business Day and (ii) in the case of Definitive Securities only, also a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign Currency deposits) in the relevant place of presentation, and the holder thereof shall not be entitled to any further payment in respect of 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 Issue
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
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 Rates 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) (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 0.15 per cent. of the Issue Price, further details of which are available upon request.