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Barclays PLC — Capital/Financing Update 2012
May 1, 2012
5250_rns_2012-05-01_fe22f0fe-5915-4580-b2d1-217b37d0dc0e.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
1 Index Linked Warrant due July 2015 (the "Warrant")
Series NX00074933
under the Global Structured Securities Programme
Issue Price: GBP 250,000 per Security
This document constitutes the final terms of the Warrant (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 1 May 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 Security is 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.
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 Bank PLC |
| Issue and Paying Agent: | The Bank of New York Mellon |
| Stabilising Manager: | N/A |
| Registrar: | The Bank of New York Mellon (Luxembourg) S.A. |
| CREST Agent: | N/A |
| Italian Securities Agent: | N/A |
| Paying Agents: | N/A |
| Transfer Agent: | The Bank of New York Mellon (Luxembourg) S.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.
EACH PURCHASER OF REGISTERED SECURITIES WILL BE DEEMED, BY ITS ACCEPTANCE OF PURCHASE OF ANY SUCH REGISTERED SECURITIES, TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS INTENDED TO RESTRICT THE RESALE OR OTHER TRANSFER OF SUCH REGISTERED SECURITIES AS SET OUT IN "CLEARANCE, SETTLEMENT AND TRANSFER RESTRICTIONS - TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES" IN THE BASE PROSPECTUS.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS OR THE SUPPLEMENTAL PROSPECTUSES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Provisions relating to the Securities
| 1 | (i) | Series: | NX00074933 | |
|---|---|---|---|---|
| (ii) | Tranche: | 1 | ||
| 2 | Currency: | Pound Sterling ("GBP") | ||
| 3 | Number of Warrants or Exercisable Certificates being issued: |
1 | ||
| 4 (i) Minimum Tradable Amount: 1 Security |
||||
| (ii) | Calculation Amount as at the Issue | GBP 250,000 | ||
| Date: | 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. |
|||
| 5 | Form: | |||
| (i) | Global/Definitive/Uncertificated and |
Global Registered Securities: | ||
| dematerialised: | Regulation S 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: | 17 April 2012 | ||
| 7 | Issue Date: | 1 May 2012 | ||
| 8 | Issue Price: | GBP 250,000 per Security | ||
| 9 | Relevant Stock Exchange: | London Stock Exchange | ||
| 10 | The following Relevant Annex(es) shall apply to the Securities: |
Equity Linked Annex | ||
| Provisions relating to interest (if any) payable on the Securities | ||||
| 11 | Interest: | N/A | ||
| 12 | Interest Amount: | N/A | ||
| 13 | Interest Rate: | N/A | ||
| 14 | Screen Rate Determination: | N/A | ||
| 15 | ISDA Determination: | N/A | ||
| 16 | Margin: | N/A | ||
| 17 | Minimum/Maximum Interest Rate: N/A |
|||
| 18 | Interest Commencement Date: N/A |
|||
| 19 | Interest Determination Date: | N/A | ||
| 20 | Interest Calculation Periods: | N/A | ||
| 21 | Interest Payment Dates: | N/A |
| 22 | Day Count Fraction: | N/A | |
|---|---|---|---|
| 23 | 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 Exercise | |||
| 24 | (i) Exercise Style: |
European Style | |
| (ii) Multiple Exercise Securities: |
N/A | ||
| 25 | Call/Put Securities: | N/A | |
| 26 | Units: | The Securities must be exercised in Units. Each Unit consists of 1 Security. |
|
| 27 | Exercise Price: | GBP 0 | |
| 28 | Exercise Date(s): | Expiration Date | |
| 29 | Exercise Parameters: | N/A | |
| 30 | Potential Exercise Business Dates: | N/A | |
| 31 | Exercise Business Day: | N/A | |
| 32 | Exercise Period: | N/A | |
| 33 | Expiration Date: | Final Valuation Date | |
| Where: | |||
| "Final Valuation Date" means 29 June 2015. | |||
| 34 | Automatic Exercise: | Applicable | |
| 35 | Minimum Number Exercise Requirement: | The Minimum Number is 1 Security | |
| 36 | Maximum Daily Number: | N/A | |
| 37 | Nominal Call Event: | N/A | |
| Provisions relating to Redemption | |||
| 38 | Settlement Method: | Cash Settlement | |
| 39 | Settlement Currency: | GBP | |
| 40 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
|
| 41 | Terms relating to Cash Settled Securities: | ||
| (i) Exercise Cash Settlement Amount: |
(a) If a Trigger Event has not occurred, the Exercise Cash Settlement Amount will be an amount determined by the Determination Agent as follows: |
||
| Calculation Amount x (100% + Leverage) |
(b) If a Trigger Event has occurred and if the Final Valuation Price is greater than or equal to
the Strike Price, the Exercise Cash Settlement Amount will be an amount determined by the Determination Agent as follows:
Calculation Amount x (100% + Leverage)
(c) If a Trigger Event has occurred and if the Final Valuation Price is less than the Strike Price, the Exercise Cash Settlement Amount will be an amount determined by the Determination Agent as follows:
Calculation Amount x (100% + Leverage) x Final Valuation Price / Strike Price
Where:
"Barrier Price" means 60 per cent. of the Initial Price.
"Final Valuation Price" means the price of the Reference Asset at the Valuation Time on the Final Valuation Date.
"Initial Price" means the price of the Reference Asset at the Valuation Time on the Initial Valuation Date.
"Initial Valuation Date" means 29 June 2012.
"Leverage" means 20 per cent.
"Strike Price" means 100 per cent. of the Initial Price.
"Trigger Event" shall be deemed to have occurred if the Valuation Price, as determined by the Determination Agent, on any Scheduled Trading Day from (but excluding) the Initial Valuation Date to (and including) the Final Valuation Date, is less than or equal to the Barrier Price.
"Valuation Price" means, in respect of the Final Valuation Date and any relevant Scheduled Trading Day, the price of the Reference Asset at the Valuation Time on such day, as determined by the Determination Agent.
(ii) Exercise Cash Settlement Date: The later of:
(a) 6 July 2015; and
(b) 5 Business Days immediately following the Final Valuation Date.
(iii) Early Cash Settlement Amount: As defined in Condition 24 of the Base Conditions
Associated Costs: Applicable
- 42 Specified Early Cancellation Event: Applicable
(iv) Early Cancellation Date: As defined in Condition 24 of the Base Conditions
The occurrence of any one of the following events shall constitute a Specified Early Cancellation Event:
(i) Issuer Early Cancellation Right: Delivery of a notice (the "Issuer Early Cancellation Notice") by the Issuer to Securityholders on the Issue Date notifying the Securityholders of the early cancellation of the Securities. Upon delivery of the Issuer Early Cancellation Notice, a Specified Early Cancellation Event shall be deemed to have occurred in respect of all Securities and the Issuer will cancel all of the Securities (in whole only) at the Specified Early Cash Settlement Amount on the Specified Early Cash Cancellation Date.
(ii) Securityholder Early Cancellation Right: Delivery of a notice (the "Securityholder Early Cancellation Notice") by any Securityholder to the Issuer on the Issue Date requesting early cancellation by the Issuer of each relevant Security specified in the Securityholder Early Cancellation Notice. Upon delivery of the Securityholder Early Cancellation Notice, a Specified Early Cancellation Event shall be deemed to have occurred in respect of each relevant Security to which the Securityholder Early Cancellation Notice relates only and the Issuer will cancel such Securities in whole at the Specified Early Cash Settlement Amount on the Specified Early Cash Cancellation Date.
(i) Automatic Early Cancellation: Applicable, except that where the Specified Early Cancellation Event is as a result of the delivery of a Securityholder Early Cancellation Notice, a Specified Early Cancellation Event shall be deemed to have occurred in respect of each relevant Security to which the Securityholder Early Cancellation Notice relates only.
(ii) Cash Settled Securities:
| (a) | Amount: | Specified Early Cash Settlement | In respect of a Specified Early Cancellation Event occurring as a result of the delivery of an Issuer Early Cancellation Notice or Securityholder Early Cancellation Notice, the Specified Early Cash Settlement Amount shall be GBP 250,000 per Security. |
||
|---|---|---|---|---|---|
| (b) | Specified Early Cash | Cancellation Date(s): | In respect of a Specified Early Cancellation Event occurring as a result of the delivery of an Issuer Early Cancellation Notice or a Securityholder Early Cancellation Notice, in each case on the Issue Date, the fifth Business Day immediately following the Issue Date. |
||
| (iii) | Physically Delivered Securities: | N/A | |||
| (iv) | Period: | Specified Early Cancellation Notice | N/A | ||
| 43 | Call Option: | N/A | |||
| 44 | Early Exercise Trigger Event: | N/A | |||
| 45 | Terms relating to Physically Delivered Securities: |
N/A | |||
| 46 | Multiplier: | N/A | |||
| 47 | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: |
||||
| (i) | Disruption: | Affected Jurisdiction Hedging | N/A | ||
| (ii) | Hedging: | Affected Jurisdiction Increased Cost of | N/A | ||
| (iii) | Affected Jurisdiction: | N/A | |||
| (iv) | Other Additional Disruption Events: | Linked Instrument Early Redemption Where: |
|||
| A "Linked Instrument Early Redemption" shall occur where any financial instrument issued by the Issuer which references the Security as its underlying reference asset (such instrument, a "Linked Instrument") is subject to early |
redemption as a result of the occurrence of an additional disruption event (as such term is defined in the Linked Instrument's terms and conditions).
| (v) | The following shall not constitute Additional Disruption Events: |
N/A | |
|---|---|---|---|
| 48 | Share Linked Securities: | N/A | |
| 49 | Index Linked Securities (Equity notices only): | Applicable | |
| (i) | Index/Indices (each a "Reference Asset"): |
FTSE 100 Index as calculated and sponsored by FTSE International Limited. |
|
| The Reference Asset represents a notional investment in such index with a notional investment size of GBP 1.00 per index point. |
|||
| Reuters Code (for reference purposes only): .FTSE |
|||
| (ii) | Future Price Valuation: | N/A | |
| (iii) | Exchange-traded Contract: | N/A | |
| (iv) | Exchange: | London Stock Exchange | |
| (v) | Related Exchange: | 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: | Valuation Price | |
| (ix) | Valuation Dates: | The Initial Valuation Date and the Final Valuation Date |
|
| (x) | Valuation Time: | As defined in 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 | |
| 50 | Inflation Linked Securities: | N/A | |
| 51 | FX Linked Securities: | N/A | |
| 52 | Credit Linked Securities: | N/A | |
| 53 | Commodity Linked Securities: | N/A | |
| 54 | Debt Components: | N/A | |
| 55 | Interest Rate Components: | N/A | |
| 56 | Annex): | (a) Barclays Commodity Index Linked Securities (Section 2 of the Barclays Index |
N/A |
| (b) Barclays Equity Index Linked Securities | N/A | ||
| (Section 3 of the Barclays Index Annex): | ||||
|---|---|---|---|---|
| (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 | |||
| 57 | Fund Linked Securities: | N/A | ||
| Additional provisions relating to Settlement | ||||
| 58 | Settlement in respect of APK Registered Securities, Swedish Registered Securities or other Securities: |
N/A | ||
| 59 | Additional provisions relating to payment of Exercise Price: |
N/A | ||
| 60 | Additional provisions relating to Taxes and Settlement Expenses: |
N/A | ||
| Definitions | ||||
| 61 | Definition of In-The-Money: | As defined in Condition 24 of the Base Conditions |
||
| 62 | Business Days: | As defined in Condition 24 of the Base Conditions |
||
| Additional Business Centre(s): | N/A | |||
| Selling restrictions and provisions relating to certification | ||||
| 63 | Non-US Selling Restrictions: | As described in the Base Prospectus | ||
| 64 | Applicable TEFRA exemption: | N/A | ||
| 65 | Other: | N/A | ||
| General | ||||
| 66 | Business Day Convention: | Following | ||
| 67 | Relevant Clearing Systems: | Euroclear | ||
| Clearstream | ||||
| 68 | If syndicated, names of Managers: | N/A | ||
| 69 | Relevant securities codes: | ISIN: GB00B7CY1056 | ||
| Common Code: 077585630 | ||||
| 70 | Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time): |
N/A |
71 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. 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.
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".
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 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 issue of the Securities has an interest material to the issue. |
||||
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
- Indication of 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
The performance of the Warrant depends on the performance of the FTSE 100 Index as calculated and sponsored by FTSE International Limited. Information on the FTSE 100 Index (including past and future performance and volatility) is published on Reuters page: .FTSE. 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.
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 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 which may be shared with a third party, which will be not exceed 5.00 per cent. of the Issue Price. Further details of the commission element are available upon request.