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Barclays PLC — Capital/Financing Update 2012
Jul 17, 2012
5250_rns_2012-07-17_5b8e1e93-aad9-4d29-9ce1-59964b8ef723.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
USD 50,000,000 Callable Zero Coupon Notes due July 2042 (the "Notes")
Series NX000103372
under the Global Structured Securities Programme
Issue Price: 100 per cent. of par
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. 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 17 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 Base Prospectus dated 14 June 2012.
| 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.
| 1 | Series: | NX000103372 | ||
|---|---|---|---|---|
| 2 | Currency: | Unites States Dollar ("USD") | ||
| 3 | Notes: | Applicable | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
USD 50,000,000 | ||
| (ii) | Specified Denomination: | USD 100,000 | ||
| (iii) | Minimum Tradable Amount: | N/A | ||
| (iv) | Calculation Amount as at the Issue Date: |
Specified Denomination | ||
| 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. |
||||
| (v) Provisions relating to redenomination: |
N/A | |||
| 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) | CDI s : | N/A | ||
| 6 | Trade Date: | 3 July 2012 | ||
| 7 | Issue Date: | 17 July 2012 | ||
| 8 | Redemption Date: | 17 July 2042, subject to adjustment in accordance with the Business Day Convention |
||
| 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: |
N/A | ||
| 12 | Interest: | Applicable | ||
| 13 | Interest Amount: | As per Conditions 4 and 24 of the Base Conditions | ||
| 14 | Interest Rate: | |||
| (i) | Fixed Rate: | N/A | ||
| (ii) | Floating Rate: | N/A |
| (iii) | Variable Rate: | N/A | ||
|---|---|---|---|---|
| (iv) | Zero Coupon: | 5.10 per cent. per annum (the Internal Rate of Return) |
||
| (v) | Bond Linked Securities - Fixed Coupon: |
N/A | ||
| (vi) | Bond Linked Securities - Pass Through Interest: |
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: | 30/360 | ||
| 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 | ||
| 25 | Settlement Method: | (i) For the purposes of Condition 5.1 of the Base Conditions: |
||
| Cash Settlement | ||||
| (ii) For the purposes of Condition 5.3 of the Base Conditions: |
||||
| Cash Settlement | ||||
| 26 | Settlement Currency: | USD | ||
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions | ||
| 28 | Terms relating to Cash Settled Securities: |
|||
| (i) | Final Cash Settlement Amount: | The Final Cash Settlement Amount will be calculated as follows: |
||
| Calculation Amount x 444.71469549% | ||||
| (ii) | Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions | ||
| Associated Costs: Applicable | ||||
| (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: Cash Settled Securities: (i) |
Applicable | |||
| (a) | Optional Cash Settlement Amount: |
Each amount as set out in the Schedule | |||
| (b) | Optional Cash Redemption Date: |
Each Optional Cash Redemption Date commencing from 17 July 2014 as set out in the Schedule, subject to adjustment in accordance with the Business Day Convention |
|||
| (ii) | Physically Delivered Securities: | N/A | |||
| (iii) | Issuer Option Exercise Date(s): | As defined in Condition 24 of the Base Conditions | |||
| (iv) | Issuer Option Exercise Period: | As defined in Condition 24 of the Base Conditions | |||
| (v) | Issuer Notice Period: | 5 Business Days' prior notice | |||
| 32 | Put Option: | N/A | |||
| 33 | Specified Early Redemption Event: | N/A | |||
| 34 | Requirements: | Maximum and Minimum Redemption | N/A | ||
| 35 | Relevant Annex: | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable |
N/A | ||
| 36 | Share Linked Securities: | N/A | |||
| 37 | Index Linked Securities: | 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 N/A Securities (Section 2 of the Barclays Index Annex): |
||||
| (b) | Index Annex): | Barclays Equity Index Linked Securities (Section 3 of the Barclays |
N/A | ||
| (c) Barclays FX Index Linked Securities N/A (Section 4 of the Barclays Index Annex): |
|||||
| (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 | 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 | ||
| 47 | Business Day: | As defined in Condition 24 of the Base Conditions | ||
| 48 | Additional Business Centre(s): | N/A | ||
| 49 | Non-US Selling Restrictions: | As described in the Base Prospectus | ||
| 50 | Applicable TEFRA exemption: | N/A | ||
| 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: XS0783988172 | ||
| Common Code: 078398817 | ||||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A |
57 Additional Conditions and/or modification to the Conditions of the Securities:
Postponement of Payments and Delivery:
If a date used to determine a payment or entitlement is postponed, then the relevant date for payment or delivery shall be the later of (i) the scheduled date for payment or delivery, and (ii) the second Business Day following the latest date on which a price or level is determined.
Part B Other Information
| (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 after the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 1,750 |
| Ratings | ||
| Ratings: | The Securities have not been individually rated. | |
| Notification | ||
| N/A |
Interests of Natural and Legal Persons involved in the Issue $\overline{4}$
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
Listing and Admission to Trading
$\mathbf{1}$
$\overline{2}$
$\overline{\mathbf{3}}$
$N/A$
$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates
$N/A$
Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of Investment $\bf{8}$ and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
$N/A$
$\boldsymbol{9}$ 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 | N/A |
| Agents $(s)$ (if any): | |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
Nο |
11 Offer Information
$N/A$
Schedule
| Optional Cash Redemption Date | Redemption Percentage | Optional Cash Settlement Amount (USD) |
|---|---|---|
| 17 July 2014 | 110.46010000% | 110,460.10 |
| 17 July 2015 | 116.09356510% | 116,093.57 |
| 17 July 2016 | 122.01433692% | 122,014.34 |
| 17 July 2017 | 128.23706810% | 128,237.07 |
| 17 July 2018 | 134.77715858% | 134,777.16 |
| 17 July 2019 | 141.65079366% | 141,650.79 |
| 17 July 2020 | 148.87498414% | 148,874.98 |
| 17 July 2021 | 156.46760833% | 156,467.61 |
| 17 July 2022 | 164.44745636% | 164,447.46 |
| 17 July 2023 | 172.83427663% | 172,834.28 |
| 17 July 2024 | 181.64882474% | 181,648.82 |
| 17 July 2025 | 190.91291480% | 190,912.91 |
| 17 July 2026 | 200.64947346% | 200,649.47 |
| 17 July 2027 | 210.88259660% | 210,882.60 |
| 17 July 2028 | 221.63760903% | 221,637.61 |
| 17 July 2029 | 232.94112709% | 232,941.13 |
| 17 July 2030 | 244.82112457% | 244,821.12 |
| 17 July 2031 | 257.30700192% | 257,307.00 |
| 17 July 2032 | 270.42965902% | 270,429.66 |
| 17 July 2033 | 284.22157163% | 284,221.57 |
| 17 July 2034 | 298.71687178% | 298,716.87 |
| 17 July 2035 | 313.95143225% | 313,951.43 |
| 17 July 2036 | 329.96295529% | 329,962.96 |
| 17 July 2037 | 346.79106601% | 346,791.07 |
| 17 July 2038 | 364.47741038% | 364,477.41 |
| 17 July 2039 | 383.06575831% | 383,065.76 |
| 17 July 2040 | 402.60211198% | 402,602.11 |
| 17 July 2041 | 423.13481969% | 423,134.82 |