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Barclays PLC — Capital/Financing Update 2012
Jul 13, 2012
5250_rns_2012-07-13_d6e8480c-11a3-4bdb-b8e9-c59a7d1787ff.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
5,000,000 Commodity Linked Warrants due July 2017 (the "Warrants")
Series NX000101116
under the Global Structured Securities Programme
Issue Price: GBP 0.50 per Security
This document constitutes the final terms of the Certificates (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"), and 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.
Barclays
Final Terms dated 13 July 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.
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.
| 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: | N/A |
| CREST Agent: | N/A |
| Italian Securities 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 the Securities
| 1 | (i) | Series: | NX000101116 | |
|---|---|---|---|---|
| (ii) | Tranche: | 1 | ||
| 2 | Currency: | Pound Sterling ("GBP") | ||
| 3 | Number of Warrants or Exercisable Certificates being issued: |
5,000,000 | ||
| 4 | (i) | Minimum Tradable Amount: | GBP 50,000 | |
| (ii) | Calculation Amount as at the Issue Date: |
GBP 1.00 | ||
| 5 | Form: | |||
| (i) | Global/Definitive/ Uncertificated and dematerialised: |
Global Registered Securities: 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: | 13 July 2012 | ||
| 8 | Issue Price: | GBP 0.50 per Security | ||
| 9 | Relevant Stock Exchange: | London Stock Exchange | ||
| 10 | The following Relevant Annex shall apply to the Securities: |
Commodity 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 |
N/A |
other terms relating to the method of calculating interest, if different from those set out in the Base Conditions:
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: | N/A | |||
| 28 | Exercise Parameters: | N/A | |||
| 29 | Exercise Date(s): | 6 July 2017, provided that, if such date is not a Business Day, the Exercise Date will be the immediately succeeding Business Day. |
|||
| 30 | Potential Exercise Business Dates: | N/A | |||
| 31 | Exercise Business Day: | N/A | |||
| 32 | Exercise Period: | N/A | |||
| 33 | Expiration Date: | Exercise Date | |||
| 34 | Automatic Exercise: | Applicable | |||
| 35 | Minimum Number Exercise Requirement: |
N/A | |||
| 36 | Maximum Daily Number: | N/A | |||
| 37 | Nominal Call Event: | Applicable | |||
| (i) | Nominal Call Threshold Amount: |
As defined in Condition 24 of the Base Conditions | |||
| (ii) | Nominal Call Threshold Percentage: |
As defined in Condition 24 of the Base Conditions | |||
| 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: |
On the Exercise Cash Settlement Date, the Issuer will pay to each Securityholder an amount in the Settlement Currency in respect of each Calculation Amount determined by the Determination Agent in accordance with the following formula: |
Calculation Amount x [max (0%, 90% - BasketPerf)]
Where:
"BasketPerf" will be calculated in accordance with the following formula:
$$
BasketPerf = \sum_{i=1}^{8} W_{(i)} \times \left[ \frac{P_{(i)}Final}{P_{(i)Initial}} \right]
$$
"P(i) Initial" means the Relevant Commodity Price for the Relevant Commodity(i) on the Strike Date.
"P(i) Final" means the Relevant Commodity Price for the Relevant Commodity(i) on the Final Valuation Date.
"Final Valuation Date" means 6 July 2017.
"Relevant Commodity Price" means, in respect of each Relevant Commodity(i), for any Pricing Date, the price expressed as a price per unit of the Relevant Commodity(i), determined with respect to that day for the specified Commodity Reference Price .
"Strike Date" means 6 July 2012.
"W(i)" means the weight of the Relevant Commodity(i) in the Basket, as set out in the Annex.
- (ii) Exercise Cash Settlement Date: As defined in Condition 24 of the Base Conditions
- (iii) Early Cash Settlement Amount:
(iv) Early Cancellation Date: As defined in Condition 24 of the Base Conditions
As defined in Condition 24 of the Base Conditions
- 42 Specified Early Cancellation Event: 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: N/A
- 48 Share Linked Securities: N/A 49 Index Linked Securities (Equity notices only): N/A
- 50 Inflation Linked Securities: N/A 51 FX Linked Securities: N/A 52 Credit Linked Securities: N/A
- 53 Commodity Linked Securities: Applicable
| (i) | Relevant Commodity, Commodity Index, Basket of Commodities/Commodity Indices (including weighting of commodities/commodity indices) (each a "Reference Asset"): |
A Basket of Commodities (each a "Relevant Commodity(i)") as set out in the Annex |
|
|---|---|---|---|
| (ii) | Commodity Reference Price: | In respect of each Relevant Commodity(i), as set out in the Annex |
|
| (iii) | Price Source: | In respect of each Relevant Commodity(i), as set out in the relevant Commodity Reference Price |
|
| (iv) | Exchange(s): | N/A | |
| (v) | Specified Price: | N/A | |
| (vi) | Delivery Date: | In respect of each Relevant Commodity(i), as set out in the Annex |
|
| (vii) | Pricing Date: | The Strike Date and the Final Valuation Date | |
| Common Pricing: | N/A | ||
| (viii) | Commodity Market Disruption Events: |
As per the Commodity Linked Annex | |
| Market | Disruption of connected Futures Contract(s): |
N/A | |
| Disruption Fallback(s): | As per the Commodity Linked Annex | ||
| Fallback Reference Price: | N/A | ||
| Disruption: | Additional provisions for Trading | N/A | |
| (ix) | Adjustments to Commodity Index: |
N/A | |
| (x) | Commodity Business Day Convention: |
Following | |
| 54 | Debt Components: | N/A | |
| 55 | Interest Rate Components: | N/A | |
| 56 | Index Annex): | (a) Barclays Commodity Index Linked Securities (Section 2 of the Barclays |
N/A |
| (b) Index Annex): |
Barclays Equity Index Linked Securities (Section 3 of the Barclays |
N/A | |
| (c) Index Annex): |
Barclays FX Index Linked Securities (Section 4 of the Barclays |
N/A | |
| (d) | Barclays Interest Rate Index |
N/A | |
| Linked Securities (Section 5 of the Barclays Index Annex): |
|||
|---|---|---|---|
| (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, Italian 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 | |
| 63 | Additional Business Centre(s): | N/A | |
| Selling restrictions and provisions relating to certification | |||
| 64 | Non-US Selling Restrictions: | As described in the Base Prospectus. | |
| 65 | Applicable TEFRA exemption: | N/A | |
| 66 | Other: | N/A | |
| General | |||
| 67 | Business Day Convention: | Modified Following | |
| 68 | Relevant Clearing Systems: | Euroclear | |
| Clearstream | |||
| 69 | If syndicated, names and addresses of Managers: |
N/A | |
| 70 | Relevant securities codes: | ISIN: GB00B712SQ56 | |
| Common Code: 78818549 | |||
| 71 | Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time): |
N/A | |
| 72 | Additional Conditions and/or | For the avoidance of doubt in relation to a delay or | |
| modification to the Conditions of the | 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.
Barclays Indices:
All references to "Barclays Capital Commodity Index" in the Original Offering Document and in the Conditions shall be construed as references to "Barclays Commodity Index".
All references to "Barclays Capital Equity Index" in the Original Offering Document and in the Conditions shall be construed as references to "Barclays Equity Index".
All references to "Barclays Capital FX Index" in the Original Offering Document and in the Conditions shall be construed as references to "Barclays FX Index". All references to "Barclays Capital Interest Rate Index" in the Original Offering Document and in the Conditions shall be construed as references to "Barclays Interest Rate Index".
All references to "Barclays Capital Emerging Market
Index" in the Original Offering Document and in the Conditions shall be construed as references to "Barclays Emerging Market Index".
All references to "Barclays Capital Index Annex" in the Original Offering Document 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 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 OFFER |
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
- Indication of yield: N/A
7 FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES
N/A
8 PERFORMANCE OF REFERENCE ASSET OR OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET
Information relating to each Relevant Commodity(i), including past performance and volatility may be obtained from Reuters. 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 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
The Issue Price includes a commission element to be shared with a third party which shall not exceed 3 per cent., further details of which are available upon request.
Annex
| i | Relevant Commodity |
W(i) | Commodity Reference Price |
Specified Price |
Delivery Date | Bloomberg Ticker *(for indication purposes only) |
|---|---|---|---|---|---|---|
| 1 | Brent Crude |
1/8 | OIL-BRENT ICE FUTURES |
Official Settlement Price |
First Nearby Month (Second Nearby Month for any Pricing Date which falls after the earlier to occur of (i) the Option Expiry Date and (ii) the Last trading Day of the relevant Futures Contract). |
CO1 Comdty |
| 2 | Gas Oil | 1/8 | GAS-OIL-ICE FUTURES |
Official Settlement Price |
First Nearby Month (Second Nearby Month for any Pricing Date which falls after the earlier to occur of (i) the Option Expiry Date and (ii) the Last trading Day of the relevant Futures Contract). |
QS1 Comdty |
| 3 | Gold | 1/8 | GOLD-P.M. FIX |
N/A | N/A | GOLDLNPM Comdty |
| 4 | Copper | 1/8 | COPPER LME-CASH |
Official Settlement Price |
Cash | LOCADY Comdty |
| 5 | Nickel | 1/8 | NICKEL-LME CASH |
Official Settlement Price |
Cash | LONIDY Comdty |
| 6 | Corn | 1/8 | CORN-CBOT | Official Settlement Price |
First Nearby Month (Second Nearby Month for any Pricing Date which falls after the earlier to occur of (i) the Option Expiry Date and (ii) the Last trading Day of the relevant Futures Contract). |
C1 Comdty |
| 7 | Sugar | 1/8 | SUGAR # 11 (WORLD)- NYBOT |
Official Settlement Price |
First Nearby Month (Second Nearby Month for any Pricing Date which falls after the earlier to occur of (i) the Option Expiry Date and (ii) the Last trading Day of the relevant Futures Contract). |
SB1 Comdty |
| 8 | Soybeans | 1/8 | SOYBEANS CBOT |
Official Settlement Price |
First Nearby Month (Second Nearby Month for any Pricing Date which falls on or after the earlier to occur of (i) the first notice day and (ii) the last trading day of the relevant Futures Contract). |
S1 Comdty |
* For the avoidance of doubt, Bloomberg tickers are provided for reference purposes only and if there is any discrepancy between the price published on Bloomberg and that published by the Price Source, the price published by the Price Source shall prevail.