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Barclays PLC — Capital/Financing Update 2012
Jun 29, 2012
5250_rns_2012-06-29_c6fe80ba-d4dd-4f59-8bce-73d5a159e680.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
EUR 25,000,000 Index Linked Notes due June 2016 (the "Notes")
Series NX000101120
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 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 29 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:
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 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 AND THE BASE PROSPECTUS, SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.
Provisions relating to Securities
| 1 | Series: | NX000101120 | |||
|---|---|---|---|---|---|
| 2 | Currency: | Euro ("EUR") | |||
| 3 | Notes: | Applicable | |||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 25,000,000 | |||
| (ii) | Specified Denomination: | EUR 1,000 | |||
| (iii) | Minimum Tradable Amount: | N/A | |||
| (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: | 22 May 2012 | |||
| 7 | Issue Date: | 29 June 2012 | |||
| 8 | Redemption Date: | 30 June 2016 | |||
| 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 | |||
| 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: | N/A |
| 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: | (i) For the purposes of Condition 5.1 of the Base Conditions: |
| Cash Settlement | ||
| (ii) For the purposes of Condition 5.5 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 Level divided by the Initial Level is equal to or greater than 70 per cent., then the Final Cash Settlement Amount will be an amount calculated as follows: |
|
| Calculation Amount x 136.00% | ||
| (b) Otherwise, if the Final Level divided by the Initial Level is less than 70 per cent., then the Final Cash Settlement Amount will be an amount calculated as follows: |
||
| FinalLevel Calculation Amount x InitialLevel |
||
| Where: | ||
| "Final Level" means the Index Level on the Final Valuation Date. |
||
| "Final Valuation Date" means 27 June 2016. | ||
| "Index Level" means as defined in paragraph 37(vii) below. |
||
| "Initial Level" means the Index Level on the |
| Strike Date. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| "Strike Date" means 29 June 2012. | ||||||||||||
| (ii) | Early Cash Settlement Amount: | As | defined Conditions |
in | Condition | 24 | of | the | Base | |||
| (iii) | Early Cash Redemption Date: | As | defined Conditions |
in | Condition | 24 | of | the | Base | |||
| 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: | Applicable | ||||||||||
| Where: | If, on any Observation Date, the Index Level is equal to or greater than the Specified Early Redemption Event will be deemed to have occurred and the Securities will be early redeemed by the Issuer on the corresponding Specified Early Cash Redemption Date at the Specified Early Cash Redemption Date. |
Initial Level, a | ||||||||||
| in the Schedule. | "Observation Date" means each date as set out | |||||||||||
| (i) | Automatic Early Redemption | Applicable | ||||||||||
| (ii) | Cash Settled Securities: | |||||||||||
| (a) | Specified Early Cash Settlement Amount: |
Calculation Amount x (100% + i x 4.50%) | ||||||||||
| (b) | Specified Early Cash Redemption Date(s): |
Each date as set out in the Schedule | ||||||||||
| (iii) | Physically Delivered Securities: | N/A | ||||||||||
| (iv) | Specified Early Redemption Notice Period: |
No less than 3 Business Days' prior notice | ||||||||||
| 34 | Requirements: | Maximum and Minimum Redemption | N/A | |||||||||
| 35 | Additional addition |
to | Disruption those Condition 24 of the Base Conditions and any applicable Relevant Annex: |
Events specified |
in N/A in |
|||||||
| 36 | Share Linked Securities: | N/A | ||||||||||
| 37 | Index Linked Securities: | Applicable | ||||||||||
| (i) | Index/Indices (each a | The | EuroStoxx50 | Index | (the | "Index"), | as |
| "Reference Asset"): | 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 | |
| (viii) | Index Level of each Reference Asset: |
The level of the Index at the Valuation Time on any Scheduled Trading Day (the "Index Level") |
|
| (ix) | Valuation Date: | The Strike Date, each Observation Date and the Final Valuation Date |
|
| (x) | Valuation Time: | 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 | (a) Barclays Commodity Index Linked Securities (Section 2 of the Barclays Index Annex): |
N/A | |
| (Section Annex): |
(b) Barclays Equity Index Securities 3 of the Barclays Index |
N/A | |
| (Section Annex): |
(c) Barclays FX Index Linked Securities 4 of the Barclays Index |
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 |
N/A |
| Barclays Index Annex): | |||
|---|---|---|---|
| 43 | Bond Linked Securities: | N/A | |
| 44 | Fund Linked Securities: | N/A | |
| Provisions relating to Settlement | |||
| 45 | Swedish Registered Securities: |
Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Registered Securities, VPS Securities or Spanish |
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 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: XS0614648169 | |
| Common Code: 061464816 | |||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A | |
| 57 | Additional Conditions and/or modification to the Conditions of the |
For the avoidance of doubt in relation to a delay or postponement of payments and settlement: |
|
| Securities: | 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 as son as practicable following 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
The Financial Services Authority has provided the Comissão do Mercado de Valores Mobiliários with certificates of approval attesting that the Base Prospectus and the Original Offering Document have been drawn up in accordance with the Prospectus Directive.
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
Past and future performance and volatility of the Index can be obtained from Bloomberg (code: SX5E Index).
The Issuer does not intend to provide post-issuance information.
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 allow Eurosystem eligibility: |
No |
11 Offer Information
- 1 Offer Price: Issue Price
- 2 Third Party fees and the Subscription fee
The Issue Price includes a commission element to be shared with a third party, which will be no more than 5.00 per cent. of the Issue Price. Further details of the commission element are available upon request from the Distributor (as defined below).
3 Offer Period: The Securities will be publicly offered by the Distributor during the period commencing on 1 June 2012 from 8:00 am (CET) to and including 28 June 2012 until 5:00 pm (CET) (the "Offer Period"). The Manager may instruct the Distributor to change the dates of the Offer Period. Furthermore, the Issuer reserves the right to cancel the issue of the Securities if any circumstance(s) occurs which, in the Issuer's opinion, may have a significant impact on the issue. In case of cancellation, the Issuer will repay the purchase price and commission paid by any investor without interest. Information about any changes to the Offer Period and cancellation, if any, of the offer in the course of its duration will be announced in the same manner as these Final Terms were made publicly available.
4 Conditions to which the offer is subject: Offers of the Securities made prior to the Issue Date are conditional on their issue. There is no pre-identified allotment criteria. The Distributor will adopt allotment criteria that ensures equal treatment of prospective investors. A prospective Investor will receive 100 per cent. of the amount of Securities allocated to it during the Offer Period.
The Issuer reserves the right to withdraw the offer of the Securities at any time on or prior to the Issue Date.
For the avoidance of doubt, if any application has been made by the 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.
5 Description of the application process: Applications for the Securities can be made during the Offer Period to the Distributor. Further information with respect to the application process will be available from the Distributor upon request.
The minimum amount of application per investor will be EUR 1,000 in nominal amount of the Securities.
N/A
Payment for Securities shall be made to the Distributor in accordance with the instructions provided by the Distributor. None of the amounts so transferred to the Distributor will bear interest. Such amounts will be returned only in the event of (i) cancellation of the offer of the Securities or (ii) overpayments, provided that, in each case, the amounts will be returned by the Distributor without any interest or compensation in accordance with the instructions of the relevant applicant set out in the related application form. The Securities will be delivered to the successful applicants on or about the Issue Date.
Results of the offer will be made public by the Distributor after the end of the Offer Period.
- 6 Details of the minimum and/or maximum amount of application:
- 7 Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
- 8 Details of method and time limits for paying up and delivering the Securities:
9 Manner in and date on which results of the offer are to be made public:
- 10 Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
- 11 Categories of prospective investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:
- 12 Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
- 13 Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
- 14 Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
N/A
Offers may be made by the Distributor in the Public Offer Jurisdiction to any person. Offers (if any) in other EEA countries will only be made by the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.
Applicants will be notified directly by the Distributor of the success of their application. No dealings in the Securities may take place prior to the Issue Date.
N/A
Barclays Bank PLC (the "Distributor") Sucursal em Portugal Rua Duque de Palmela, no 37 1250-097 Lisboa Portugal
Schedule
Observation Dates and Specified Early Cash Redemption Dates
| i | Observation Date | Specified Early Cash Redemption Date |
|---|---|---|
| 2 | 25/06/2013 | 28/06/2013 |
| 3 | 24/12/2013 | 31/12/2013 |
| 4 | 25/06/2014 | 30/06/2014 |
| 5 | 24/12/2014 | 31/12/2014 |
| 6 | 25/06/2015 | 30/06/2015 |
| 7 | 24/12/2015 | 31/12/2015 |