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Barclays PLC — Capital/Financing Update 2012
Apr 25, 2012
5250_rns_2012-04-25_0337e5ac-fa6f-4721-9168-57cff643733b.pdf
Capital/Financing Update
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These Securities do not constitute collective investment schemes in the meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). Accordingly, holders of the Securities do not benefit from protection under CISA or supervision by the Swiss Financial Market Supervisory Authority ("FINMA").
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 5,000,000 Equity Linked Notes due October 2013 (the "Notes")
Series NX00075099
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 25 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.
Notice to Swiss investors :
The Securities may not be publicly distributed in Switzerland. These Final Terms shall not be dispatched, copied to or otherwise made available to, and the Securities 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 Francs ("CHF") 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 Securities 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 |
| 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 | (i) | Series: | NX00075099 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| 2 | Currency: | Euro ("EUR") | |
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 5,000,000 | |
| (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 | 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: | 18 April 2012 | |
| 7 | Issue Date: | 25 April 2012 | |
| 8 | Redemption Date: | 5 Business Days after the Valuation Date, scheduled to be 25 October 2013 |
|
| 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: | N/A | |
| 13 | Interest Amount: | N/A |
14 Interest Rate: N/A
| Screen Rate Determination: | N/A |
|---|---|
| ISDA Determination: | N/A |
| Margin: | N/A |
| Minimum/Maximum Interest Rate: | N/A |
| Interest Commencement Date: | N/A |
| Interest Determination Date: | N/A |
| Interest Calculation Periods: | N/A |
| Interest Payment Dates: | N/A |
| Day Count Fraction: | N/A |
| Fallback provisions, rounding provisions, denominator and any other terms relating to |
N/A |
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: | |
| (i) Final Cash Settlement Amount: |
(a) If the Final Price is greater than the Bonus Level, a cash amount equal to the Calculation Amount multiplied by the Final Price and divided by the Initial Price; |
|
(b) If Final Price is equal to or greater than the Barrier Level and equal to or less than the Bonus Level, a cash amount equal to the Calculation Amount multiplied by the Bonus Amount; and
(c) If Final Price is less than the Barrier Level, a cash amount equal to the Calculation Amount multiplied by the Final Price and divided by the Initial Price
Where:
"Barrier Level" means EUR 10.78.
"Bonus Level" means EUR 16.5011.
"Final Price" means the Share Price on the
| Valuation Date. | ||||
|---|---|---|---|---|
| "Initial Price" means EUR 15.40. | ||||
| "Share Price" means the price of the Share at the Valuation Time on a Scheduled Trading Day. |
||||
| (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 | ||
| (i) Share(s) (each a "Reference Asset"): |
Repsol YPF S.A. (the "Share") | |||
| Bloomberg Code: REP SM | ||||
| (ii) Exchange: |
Madrid Stock Exchange | |||
| (iii) Related Exchange: | 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: | N/A | |||
| (ix) Valuation Date: |
18 October 2013 | |||
| (x) Valuation Time: |
As per the Equity Linked Annex | |||
| (xi) Averaging: |
N/A | |||
| (xii) Additional Disruption Event in respect of Share Linked Securities: |
Foreign Ownership Event |
| (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 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: Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Securities are to be sold as set out in the Base Prospectus.
In addition to those described in the Base Prospectus, no action has been taken or will be taken by the Issuer that would permit a public offering of the Securities or possession or distribution of any offering material in relation to the Securities in any jurisdiction where action for that purpose is required. Each purchaser or distributor of the Securities represents and agrees that it will not purchase, offer, sell, re-sell or deliver the Securities or, have in its possession or distribute, the Base Prospectus, any other offering material or these Final Terms, in any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in a manner that will not impose any obligation on the Issuer, the Manager and the Determination Agent.
| 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: XS0743140583 | |
| Common Code: 074314058 | |||
| Valoren: 18442540 | |||
| 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 | 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 | N/A |
| Agents(s) (if any): | |
| Intended to be held in a manner which would | No |
| allow Eurosystem eligibility: |
11 Offer Information
The Issue Price may include a commission element shared with a third party, further details of which are available upon request.