Barclays PLC — Capital/Financing Update 2012

Jul 23, 2012

BARCLAYS BANK PLC

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

EUR5,000,000 Notes linked to a Basket of Shares due 9 June 2015 Series SN16331 Under the Structured Securities Programme

Issue Price: 86.35% 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 Directive 2003/71/EC 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 Directive 2003/71/EC, save in respect of the Conditions which are extracted from the Base Prospectus dated 27 March 2009 (the "Original Offering Document"), as incorporated by reference in the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and the Original Offering Document. The Base Prospectus and the 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.

The distribution of this document and the offer of the Notes 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 Notes 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 Notes 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 Notes 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 Notes.

Part A

Terms and Conditions of the Notes

The Notes shall have the following terms and conditions, which shall complete, modify and/or amend the terms Base Conditions which are extracted from the Original Offering Document as incorporated by reference in the Original Offering Document.

Parties

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

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND THE NOTES COMPRISE BEARER NOTES THAT ARE SUBJECT TO US TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES 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 NOTES OUTSIDE THE UNITED STATES TO NON-US PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE NOTES OF THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THESE FINAL TERMS AND THE BASE PROSPECTUS. SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS

Provisions relating to the Notes

$\mathbf{1}$ .	Title of the Notes:	EUR5,000,000 Notes linked to a Basket of Shares due 9 June 2015
2.	Series:	SN16331
$\mathfrak{Z}$ .	Currency of the Notes:	Euro $(EUR)$
$\overline{4}$ .	Aggregate Principal Amount of the Notes:	EUR5,000,000
5.	$(i)$ Specified Denomination[s]:	EUR1,000
	(ii) Minimum Transfer Amount:	N/A
6.	Calculation Amount:	Specified Denomination

7.	Form of Notes:	Bearer Notes:
		Global Temporary Note, exchangeable for a Permanent Global Note
8.	Notes in definitive form to be issued:	Yes, in the limited circumstances set out in the Base Prospectus
9.	Issue Date of the Notes:	9 June 2009
10.	Issue Price of the Notes:	86.35 per cent. of par
11.	Relevant Stock Exchange:	London Stock Exchange
12.	Type of Notes and relevant Securities Note:	Equity Linked Notes
	Provisions relating to interest (if any) payable on the Note
13.	Interest payable on the Note:	Yes

Fixed

$14.$

Interest Basis:

15. Interest Rate[s]

$\overline{a}$

Applicable

For the first three years of the Note ending on 29 May 2012 The Issuer shall pay an amount to each Noteholder in EUR in respect of each Note (the Coupon) on each Coupon Payment Date, as determined by the Determination Agent in accordance the following:

Calculation Amount x 3.5%

For the remainder of the term of the Note and until its Maturity Date the Issuer shall pay an amount to each Noteholder in EUR in respect of each Note (the Jade Coupon) on each Jade Coupon Payment Date in accordance with the following:

JadeCoupon(t) = $Max((1/20 * \sum_{i=1}^{20} StockPerf(i)(t)),0\%)$

Where:

Coupon Payment Date means 26 May 2010; 26 May 2011 and 29 May $2012:$

Jade Coupon Payment Date means each of 5 June 2013, 5 June 2014 and the Maturity Date;

Jade Fixed Coupon means 12%;

Stock Performance or StockPerf means in respect of all Stock(i) comprised in the Basket the performance of Stock(i) at time(t) is calculated in accordance with the following:

If $Stock(i)(t) \geq Stock(i)(Initial)$ ,

the Jade Fixed Coupon

Otherwise,

$\frac{Stock(i)(t)}{Stock(i)(Initial)} - 1$

$Stock(i)(t)$ means the official closing price of Underlying Security on the relevant Observation Date;

Stock(i)(initial) means the official closing price of the Underlying Security on the Strike Date;

Strike Date means 26 May 2009;

Observation Date means each of 28 May 2013, 27 May 2014 and 26 May 2015.

The relevant Coupon Payment Date

and Jade Coupon Payment Date as set out in paragraph $15$ above.

• Floating:

$N/A$

$N/A$

$N/A$

$N/A$

16	Screen Rate Determination:	N/A
17	ISDA Determination:	N/A
18	Amortisation Yield:	N/A

1. Fixed Coupon Amount:

2. 1. Broken Coupon Amount:
3. $21.$ Minimum/Maximum Rates of Interest:
4. $22.$ Interest Payment Dates:
5. 1. Interest Commencement Date: The Issue Date 24. $N/A$ Interest Period[s]: 25. Day Count Fraction: $N/A$

Provisions regarding redemption

26.		Maturity Date:	9 June 2015
27.		Early Redemption following the occurrence of:
	(i)	Asian Hedging Disruption	N/A
	(ii)	Asian Increased Cost of Hedging	N/A
28.		Call Option:	N/A
29.	Put Option:		N/A
30.		Valuation Date:	Each Observation Date, as set out in paragraph 15
31.		Valuation Time:	Scheduled Closing Time (as defined in Condition 25)
32.	(i)	Averaging Dates:	N/A
	(ii)	Consequence of an Averaging Date being a Disrupted Day:	N/A

• 1. Redemption Amount and the currency in which it will be paid:
• EUR1,000 per Calculation Amount
• 1. Early Redemption Amount and the currency in which it will be paid:
• 1. The maximum and minimum number of Business Days prior to the Early Redemption Date on which Issuer Redemption Notices and Special Redemption Notices must be given by the Issuer:
• 36 Redemption Notice Time:

In relation to an Early Redemption in accordance with Condition 5.4, an amount in EUR as determined by the Determination Agent as the market value of the Notes (taking into account the event triggering the early redemption), adjusted to take into account all costs, losses and expenses (if any) which the Issuer would incur as a result of the early redemption of the Notes, including hedging unwind and funding breakage costs. $In$ determining the Early Redemption Amount, the Determination Agent may take into account prevailing market prices and/or proprietary pricing models or, where these pricing methods may not yield a commercially reasonable result, may estimate such Early Redemption Amount in good faith and in a commercially reasonable manner. The Early Redemption Amount will be determined by the Determination Agent on or as soon as reasonably practicable following the event giving rise to the early redemption of the Notes.

3, as stated in the Base Prospectus

10:00 am London time, as stated in the Base Prospectus

$10:00$ am Brussels time (in the case of Euroclear Bank)

11:00 am Brussels time (if delivered by EUCLID)

10:00 am Luxembourg time (in the case of Clearstream, Luxembourg)

$N/A$

$N/A$

• Procedures for giving Issuer Redemption Notice 37. if other than as specified in Condition 6.3:
• 1. Procedure for giving Special Redemption Notice if other than as specified in Condition $63.$
• 1. $N/A$ Basis for selecting Notes where Daily Maximum Amount is exceeded if other than on a pro rata basis:
• 1. Additional provisions relating to the redemption $N/A$ of the Notes:
• $41$ Equity Linked Notes: Applicable

	(i)	Whether the Notes relate to a single equity security or a basket of equity securities (each an Underlying Security) and the identity of the relevant issuer(s) and class of the Underlying Security (each an Underlying Company ):	Basket of underlying securities comprising 20 Underlying Securities (each Stock(i) and together the Basket ) as set out in the Annex.
	(ii)	Whether redemption of the Notes will be by (a) Cash Settlement, (b) Physical Settlement or (c) in certain depending circumstances the on closing price of the Underlying Securities, Cash Settlement or Physical Delivery at the option of the Issuer:	Cash Settlement
	(iii)	$Exchange[s]$ :	The Basket Multi-Exchange is Basket
	(iv)	Related Exchange[s]:	In respect of each Underlying Security, All Relevant Stock Exchanges
	(v)	Exchange Rate:	N/A
	(vi)	Weighting for each Underlying Security comprising the basket:	N/A
	(vii)	Delivery provisions for Underlying Securities (including details of who is to make such delivery):	N/A
	(viii)	Substitution of Shares:	Applicable
	(ix)	Physical Settlement:	N/A
	(x)	Other terms or special conditions:	N/A
42.		Index Linked Notes:	N/A
43.		Currency Linked Notes:	N/A
44.		Credit Linked Notes:	N/A
45.		Commodity Linked Notes:	N/A
		Provisions relating to settlement
46.		Settlement type:	Cash Settlement
47.	Board Lot:		N/A
48.		Currency in which cash settlement will be made	EUR
49.		Early Redemption Payment Date:	As defined in Condition 25
50.	Exchange:	Relevant Clearing System, Exchange or Futures	Relevant Clearing System shall mean Euroclear/Clearstream, Luxembourg
51.		Physical Delivery Date:	N/A
Definitions

52.	Definition of Business Day:	As defined in Condition 25

53.	Definition of Exchange Business Day:	As defined in Condition 25
54.	Definition of Maturity Notice Time:	As defined in Condition 25
55.	Definition of Issuer Tax Event:	As defined in Condition 12
-56.	Definition of Guarantor Tax Event:	N/A

Selling restrictions and provisions relating to certification

57.	Applicable US Commodities Restrictions:	N/A
58.	Non-US Selling Restrictions:	As described in the Base Prospectus
-59	Certification of non-US status:	TEFRA D Applicable

General

60.	Applicable Business Day Convention:	Modified Following Business Day Convention
61.	Relevant Clearing $System[s]$ , Rules and appropriate codes:	Euroclear Clearstream, Luxembourg ISIN: XS0431940542 Common Code: 043194054
62.	other reference (i) Reuters page(s) (or source) from which the exchange rate for currency conversion will be taken when calculating the Redemption Amount and/or the Early Redemption Amount, or	N/A
	the Reference Bank or Central Bank (ii) quoting the exchange rate for conversion pursuant to Condition $6.9(a)$	N/A
63.	Any modifications to the Master Subscription Agreement and/or Master Agency Agreement:	N/A
64.	The offices (if any) in addition to the principal office of the Issue and Paying Agent where (i) the latest annual report and accounts, of the Issuer, Guarantor and semi-annual interim reports of the Guarantor and (ii) copies of the Master Agency Agreement and the Base Prospectus and these Final Terms will be available in English for holders of the Notes during the term of the Notes:	N/A
65.	Any Conditions additional to, or modified from, those set forth in the Base Prospectus:	N/A

Part B

Other Information

1.	LISTING
	(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 24 July 2012.
	(iii)	Estimate of total expenses related to admission to trading:	GBP 300
2.	RATINGS
	Ratings:		The Notes have not been individually rated
3.		NOTIFICATION
	N/A
4.		INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
	Save as discussed in the Plan of Distribution, so far as the Issuer is aware, no person involved in the offer of the Notes 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
			(See "Use of Proceeds" wording in the Base Prospectus)
	(ii)	Estimated net proceeds:	EUR 4,317,500
	(iii)	Estimated total expenses:	N/A
6.		FIXED RATE NOTES ONLY - YIELD
	N/A
7.		FLOATING RATE NOTES ONLY - HISTORIC INTEREST RATES
	N/A
8.		INDEX-LINKED OR. OTHER	VARIABLE-LINKED NOTES ONLY PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE , EXPLANATION OF

EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS] AND OTHER

INFORMATION CONCERNING THE UNDERLYING

$N/A$

9. DUAL CURRENCY NOTES ONLY - PERFORMANCE OF RATE[S] OF EXCHANGE [AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT]

$N/A$

10. OPERATIONAL INFORMATION

Any clearing system(s) other than N/A Bank Euroclear $S.A./N.V.$ and Clearstream Banking Société Anonyme and the relevant identification number(s): Delivery:

Delivery free of payment

New Global Note:

Names and addresses of additional N/A Paying Agents(s) (if any) [and APK Issuing and Paying Agent / VPC Issuing and Paying Agent / Spanish Notes Issuing and Paying Agent]:

Intended to be held in a manner which No would allow Eurosystem eligibility:

11. OFFER INFORMATION

The issue price includes a 0.9 per cent retrocession fee payable to Fexco on 09 June 2009.

$No$

ANNEX

i =	Stock Name	Bloomberg Ticker
1	Toyota Motor Group	7203 JP
$\overline{2}$	Mitsubishi UFJ Financial Group	8306 JP
3	Mizuho Financial Group	8411 JP
$\overline{4}$	Sumitomo Mitsui Financial Group	8316 JP
5	Canon Inc	7751 JP
6	British Petroleum	BP/LN
$\overline{7}$	HSBC	HSBALN
8	Glaxo Smith Kline	GSK LN
9	Vodafone	VOD LN
10	Royal Bank of Scotland	RBS LN
11	Total SA	FP FP
12	Banco Santander Central Hispano	SAN SM
13	BNP Paribas	BNPFP
14	Sanofi-Aventis	SANFP
15	Telefonica	TEF SM
16	Exxon Mobil	XOM US
17	General Electric	GE US
18	Citigroup	C US
19	Microsoft Corp	MSFT US
20	Bank of America	BAC US