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Barclays PLC — Capital/Financing Update 2012
Jun 22, 2012
5250_rns_2012-06-22_a0881562-1bff-47a3-ad7d-5edee8e43aee.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 5,000,000 Index Linked Notes due June 2018 (the "Notes")
Series NX00075472
under the Global Structured Securities Programme
Issue Price: 100 per cent. of par
This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 5.4 of 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 14 June 2012, as supplemented and amended from time to time, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Prospectus Directive, save in respect of the Conditions, which are extracted from the Base Prospectus dated 5 August 2011 (the "Original Offering Document"), as incorporated by reference in the Base Prospectus. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms, the Base Prospectus and the Conditions extracted from the Original Offering Document. The Base Prospectus and Original Offering Document are 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 22 June 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
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 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 ("the Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or 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 Original Offering Document.
| 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:
| Series: 1 |
NX00075472 |
|---|---|
| 2 Currency: |
Pound Sterling ("GBP") |
| Notes: 3 |
Applicable |
| Aggregate Nominal Amount as at the (i) Issue Date: |
GBP 5,000,000 |
| (ii) Specified Denomination: | GBP 1.00 |
| (iii) Minimum Tradable Amount: | N/A |
| (iv) Calculation Amount as at the Issue Date: | Specified Denomination |
| For the purposes hereof, all references in the "Calculation Conditions to Amount per Security" shall be construed as references to "Calculation Amount" as defined in these Final Terms. |
|
| Certificates: 4 |
N/A |
| 5 Form: |
|
| Global/Definitive/Uncertificated and (i) |
Global Bearer Securities: |
| dematerialised: | Permanent Global Security |
| (ii) NGN Form: | N/A |
| (iii) Held under the NSS: | N/A |
| (iv) CGN Form: | Applicable |
| $(v)$ CDIs: | N/A |
| Trade Date: 6 |
25 April 2012 |
| Issue Date: 7 |
22 June 2012 |
| 8 Redemption Date: |
5 Business Days after the Final Valuation Date, scheduled to be 22 June 2018. |
| Where: | |
| "Final Valuation Date" means 15 June 2018. | |
| Issue Price: 9 |
100 per cent. of the Aggregate Nominal Amount |
| Relevant Stock Exchange: 10 |
London Stock Exchange |
| The following Relevant Annex(es) shall apply 11 to the Securities: |
Equity Linked Annex |
| Provisions relating to interest (if any) payable on the Securities |
| 12 Interest: | Applicable |
|---|---|
| 13 | Interest Amount: | (a) In respect of each Interest Payment Date(i), if on Observation Date (i) the Index Level is equal to or greater than 60 per cent. of the Initial Level, the Interest Amount will be equal to 1.85 per cent. of the Calculation Amount |
|
|---|---|---|---|
| (b) Otherwise no Interest Amount will be paid. | |||
| Where: | |||
| "Initial Level" means the Index Level on the Strike Date. |
|||
| "Observation Date $(i)$ " means date each specified as such in the Schedule. |
|||
| "Strike Date" means 15 June 2012. | |||
| 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 Interest Payment Date $_{(i)}$ as set out in the Schedule. |
|
| 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 | Terms relating to Cash Settled Securities: | ||
| Final Cash Settlement Amount: (i) |
An amount in the Settlement Currency, |
| payable on the Redemption Date in respect of each Calculation Amount, calculated as follows: |
||
|---|---|---|
| (A) If $F_{Min}$ is equal to or greater than 60 per cent. of the Initial Level, then the Final Cash Settlement Amount shall be equal to GBP 1.00 per Calculation Amount |
||
| $(B)$ If $F_{Min}$ is less than 60 per cent. of the Initial Level, then the Final Cash Settlement Amount will be calculated as follows: |
||
| Calculation Amount x (Final Level/Initial Level) | ||
| Where: | ||
| "Final Level" means the Index Level on the Final Valuation Date. |
||
| "F Min " means the lowest observed Index Level on an Observation Date (i) . |
||
| (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: | N/A |
| 37 | Index Linked Securities (Equity indices only): | Applicable |
| Index/Indices (each "Reference (i) a Asset"): |
Single Index: FTSE 100 Index (the "Index"), as calculated and sponsored by FTSE International Limited (the "Index Sponsor") |
(Bloomberg code: UKX )
| Future Price Valuation: (ii) |
N/A | ||
|---|---|---|---|
| (iii) Exchange-traded Contract: | N/A | ||
| (iv) Exchange: | London Stock Exchange | ||
| Related Exchanges: (v) |
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 level of the Index at the Valuation Time on a Scheduled Trading Day (the "Index Level") |
||
| (ix) Valuation Date: | The Strike Date and each Observation Date (i) | ||
| Valuation Time: (x) |
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 | Commodity Index Barclays Linked (a) Securities (Section 2 of the Barclays Index Annex): |
N/A | |
| (b) Barclays Equity Index Securities (Section 3 N/A 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 | ||
| 43 | Bond Linked Securities: | N/A | |
| 44 | Fund Linked Securities: | N/A | |
| Provisions relating to Settlement |
| 45 | Settlement in respect of VP Notes, APK Securities, Dutch Registered Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
N/A |
|---|---|---|
| 46 | Additional provisions relating to Taxes and N/A Settlement Expenses: |
|
| 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: | Following |
| 52 | Relevant Clearing Systems: | Euroclear |
| Clearstream | ||
| 53 | If syndicated, names of Managers: | N/A |
| 54 | Details relating to Partly Paid Securities: (a) |
N/A |
| Details relating to Instalment Notes: (b) |
N/A | |
| 55 | Relevant securities codes: | ISIN: XS0743156233 |
| Common Code: 074315623 | ||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A |
| the Conditions of the Securities: | 57 Additional Conditions and/or modification to 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 to postponed pursuant 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
Listing and Admission to Trading London $(i)$ Listing: $(ii)$ 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 $N/A$ admission to trading:
$\overline{2}$ Ratings
$\mathbf{1}$
Ratings:
The Securities have not been individually rated.
$\overline{3}$ Notification
$N/A$
Interests of Natural and Legal Persons involved in the Issue $\overline{\mathbf{4}}$
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.
Reasons for the Offer, Estimated Net Proceeds and Total Expenses 5
- (i) Reasons for the offer: General funding (ii) Estimated net proceeds: $N/A$
- (iii) Estimated total expenses: $N/A$
Fixed Rate Securities Only - Yield 6
$N/A$
Floating Rate Securities Only - Historic Interest Rates $\overline{7}$
$N/A$
Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of 8 Investment and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
Information on past performance and volatility of the Index can be obtained from Bloomberg.
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.
Performance of Rates of Exchange and Explanation of Effect on Value of Investment 9
$N/A$
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: |
N 0 |
| Offer Information | |
| Offer Price: | Issue Price The Issue Price includes a commission element to be shared with a third party, which will be no more than 5.5 per cent. of the Issue Price. Further details of the commission element are available upon request. |
| Conditions to which the offer is subject: | The Issuer reserves the right to withdraw the offer for Securities at any time on or prior to the end of the Offer Period (as defined below). |
| Following withdrawal of the offer, if any application has been made by any potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications |
|
will be automatically cancelled and any purchase money will be refunded to the applicant by the Distributor in accordance with the Distributor's usual procedures.
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 2 May 2012 to and including 15 June 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:
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Details of method and time limits for paying up and delivering the Securities:
Manner in and date on which results of the offer are to be made public:
Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:
Categories of prospective investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:
The minimum and maximum amount of application from the Distributor will be notified to investors by the Distributor.
Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with no entitlement for compensation.
Investors will be notified by the Distributor of their allocations of Securities and the settlement arrangements in respect thereof.
Not Applicable
Not Applicable
Offers may be made by the Manager or the Distributor in the Public Offer Jurisdiction to any person. Offers (if any) in other EEA countries will 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
| dealing may begin before notification is application. | amount allotted and indication whether allocation of Securities at the time of such investor's |
|---|---|
| made: | No dealings in the Securities may take place prior to the Issue Date. |
| Amount of any expenses and taxes Not-Applicable specifically charged to the subscriber or purchaser: |
|
| Name(s) and address(es), to the extent InCapital Europe Limited (the "Distributor") | |
| known to the Issuer, of the placers in the various countries where the offer takes place: |
Marquis House, $\epsilon$ $\tau$ $\epsilon$ $\epsilon$ $\epsilon$ $\epsilon$ $\epsilon$ $\epsilon$ $\epsilon$ $\epsilon$ |
67-68 Jermyn Street
Mayfair
London SW1Y 6NY
Schedule
Observation Dates / Interest Payment Dates
| i | Observation Date | Interest Payment Date |
|---|---|---|
| 1 | 17 September 2012 | 24 September 2012 |
| 2 | 17 December 2012 | 24 December 2012 |
| 3 | 15 March 2013 | 22 March 2013 |
| $\overline{4}$ | 17 June 2013 | 24 June 2013 |
| 5 | 16 September 2013 | 23 September 2013 |
| 6 | 16 December 2013 | 23 December 2013 |
| 7 | 17 March 2014 | 24 March 2014 |
| 8 | 16 June 2014 | 23 June 2014 |
| 9 | 15 September 2014 | 22 September 2014 |
| 10 | 15 December 2014 | 22 December 2014 |
| 11 | 16 March 2015 | 23 March 2015 |
| 12 | 15 June 2015 | 22 June 2015 |
| 13 | 15 September 2015 | 22 September 2015 |
| 14 | 15 December 2015 | 22 December 2015 |
| 15 | 15 March 2016 | 22 March 2016 |
| 16 | 15 June 2016 | 22 June 2016 |
| 17 | 15 September 2016 | 22 September 2016 |
| 18 | 15 December 2016 | 22 December 2016 |
| 19 | 15 March 2017 | 22 March 2017 |
| 20 | 15 June 2017 | 22 June 2017 |
| 21 | 15 September 2017 | 22 September 2017 |
| 22 | 15 December 2017 | 22 December 2017 |
| 23 | 15 March 2018 | 22 March 2018 |
| 24 | Final Valuation Date | Redemption Date |