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Barclays PLC — Capital/Financing Update 2012
May 3, 2012
5250_rns_2012-05-03_cc047163-c190-4ed4-ab4e-6f2fe5d3a8b8.pdf
Capital/Financing Update
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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 500,000 Index Linked Notes due May 2017 (the "Notes")
Series NX00075219
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 3 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 :
STOXX and its licensors (the "Licensors") have no relationship to the Issuer, other than the licensing of the EuroStoxx 50 Index (the "Index") and the related trademarks for use in connection with the Securities.
STOXX and its Licensors do not:
- (i) Sponsor, endorse, sell or promote the Securities.
- (ii) Recommend that any person invest in the Securities or any other securities.
- (iii) Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities.
- (iv) Have any responsibility or liability for the administration, management or marketing of the Securities.
Consider the needs of the Securities or the Securityholders in determining, composing or calculating the Index or have any obligation to do so.
STOXX and its Licensors will not have any liability in connection with the Securities. Specifically,
- (i) STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
- (a) The results to be obtained by the Securities, the Securityholders or any other person in connection with the use of the Index and the data included in the Index;
- (b) The accuracy or completeness of the Index and its data;
- (c) The merchantability and the fitness for a particular purpose or use of the Index and its data;
- (ii) STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Index or its data;
- (iii) 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 Securityholders 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 Securities
| 1 | Series: | NX00075219 | ||
|---|---|---|---|---|
| 2 | Currency: | Euro ("EUR") | ||
| 3 | Notes: | Applicable | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 500,000 | ||
| (ii) | Specified Denomination: | EUR 1,000 | ||
| (iii) | Minimum Tradable Amount: | EUR 80,000 (and EUR 1,000 thereafter) | ||
| (iv) | Calculation Amount as at the | Specified Denomination | ||
| Issue 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. |
|||
| 4 | Certificates: | N/A | ||
| 5 | Form: | |||
| (i) | Global/Definitive/Uncertificated | Global Bearer Securities: | ||
| and dematerialised: | Permanent 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: | 19 April 2012 | ||
| 7 | Issue Date: | 3 May 2012 | ||
| 8 | Redemption Date: | 4 May 2017 | ||
| 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 will be calculated as follows: |
||
| 1.5% 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: | 3 May 2013, 5 May 2014, 4 May 2015, 3 May 2016 and the Redemption Date, each date subject to adjustment in accordance with the Business Day Convention |
||
| 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: | EUR | ||
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions. |
||
| 28 | Terms Securities: |
relating to Cash Settled |
||
| (i) | Final Cash Settlement Amount: | An amount in the Settlement Currency, payable on the Redemption Date in respect of each Calculation Amount, calculated as follows: |
||
| Calculation Amount x (100% + P% x max((Final Level / Initial Level -107.5%); 0%)) | ||||
| Where: | ||||
| "Final Level" means the arithmetic mean of the Index Level on the Averaging Dates. |
||||
| "Initial Level" means the Index Level on the Strike Date. |
||||
| "P%" means 50 per cent. | ||||
| "Strike Date" means 19 April 2012. | ||||
| (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 | Securities: | Terms relating to Physically Delivered | 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: | N/A | ||
| 37 | Index Linked Securities: | Applicable | ||
| (i) | Index/Indices (each a "Reference Asset"): |
"Index"), The EuroStoxx50 Index (the as calculated and sponsored by STOXX Limited. |
||
| (Bloomberg ticker: SX5E Index) | ||||
| (ii) | Future Price Valuation: | N/A | ||
| (iii) | Exchange-traded Contract: | N/A | ||
| (iv) | Exchange: | Multi-exchange Index | ||
| (v) | Related Exchanges: | All Exchanges | ||
| (vi) | Exchange Rate: | N/A | ||
| (vii) | Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A The level of the Index at the Valuation Time on any Scheduled Trading Day (the "Index Level") Strike Date As per the Equity Linked Annex |
||
| (viii) | Index Level of each Reference Asset: |
|||
| (ix) | Valuation Date: | |||
| (x) | Valuation Time: | |||
| (xi) | Averaging: | N/A | ||
| (a) Averaging Dates: |
Each date as set out in the below table: | |||
| Tue 19-Apr-16 | ||||
| Thu 19-May-16 | ||||
| Mon 20-Jun-16 | ||||
| Tue 19-Jul-16 |
Fri 19-Aug-16 Mon 19-Sep-16 Wed 19-Oct-16 Mon 21-Nov-16
| Mon 19-Dec-16 | |
|---|---|
| Thu 19-Jan-17 | |
| Mon 20-Feb-17 | |
| Mon 20-Mar-17 | |
| Wed 19-Apr-17 |
Omission
N/A
Postponement
Modified Postponement
| (b) | Consequence of an |
|---|---|
| Averaging Date being a | |
| Disrupted Day: |
- (xii) Additional Disruption Event in respect of Index Linked Securities:
- (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 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: | 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 | (a) | Details relating to Partly Paid Securities: |
N/A | |||
| (b) | Details relating to Instalment Notes: |
N/A | ||||
| 55 | Relevant securities codes: | ISIN: XS0743143413 | ||||
| Common Code: 074314341 | ||||||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A | ||||
| 57 | Additional Conditions and/or | For the avoidance of doubt in relation to a delay |
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 has been 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 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
N/A