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Barclays PLC — Capital/Financing Update 2012
Jul 26, 2012
5250_rns_2012-07-26_242ecbab-2580-455f-9613-d4f4326c264b.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
EUR 12,000,000 Equity Linked Notes due July 2015 (the "Notes")
Series NX000104579
under the Global Structured Securities Programme
Issue Price: 111 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 Directive 2003/71/EC (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 26 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. 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 |
| 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 |
| 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.
| $\mathbf{1}$ | (i) | Series: | NX000104579 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| 2 | Currency: | Euro ("EUR") | |
| 3 | Notes: | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 12,000,000 | |
| (ii) | Specified Denomination: | EUR 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. |
|
| (vi) | Provisions relating to redenomination: |
N/A | |
| 4 | Certificates: | N/A | |
| Form: 5 |
|||
| (i) | Global/Definitive/Uncertificated and | Global Bearer Securities: | |
| dematerialised: | Permanent Global Security | ||
| (ii) | NGN Form: | Applicable | |
| (iii) | Held under the NSS: | N/A | |
| (iv) | CGN Form: | N/A | |
| (v) | CDIs: | N/A | |
| 6 | Trade Date: | 19 July 2012 | |
| 7 | Issue Date: | 26 July 2012 | |
| 8 | Redemption Date: | 27 July 2015 | |
| 9 | Issue Price: | 111 per cent. of the Aggregate Nominal Amount |
|
| 10 | Relevant Stock Exchange: | London Stock Exchange | |
| 11 | The following Relevant Annex shall apply to the Securities: |
Equity Linked Annex | |
| 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 | Conditions: | Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base |
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 5.2 of the Base Conditions: |
|||
| Physical Settlement | ||||
| 26 | Settlement Currency: | EUR | ||
| 27 | Settlement Number: | Conditions | As defined in Condition 24 of the Base | |
| 28 | Terms relating to Cash Settled Securities: | |||
| (i) | Final Cash Settlement Amount: | An amount in the Settlement Currency calculated as follows: |
||
| Calculation Amount x 100% | ||||
| (ii) | Early Cash Settlement Amount: | Conditions | As defined in Condition 24 of the Base | |
| (iii) | Early Cash Redemption Date: | Conditions | As defined in Condition 24 of the Base | |
| 29 | Securities: | Terms relating to Physically Delivered | ||
| (i) | Final Physical Redemption Entitlement: |
N/A | ||
| (ii) | Final Physical Redemption Date: | N/A | ||
| (iii) | Physical Delivery Date(s): | Put Option Physical Settlement Date |
| (vi) | Relevant Settlement Day: | As defined in Condition 24 of the Base Conditions |
|
|---|---|---|---|
| (vii) | Disruption Cash Settlement Price: | As defined in Condition 24 of the Base Conditions |
|
| 30 | Nominal Call Event: | N/A | |
| 31 | Call Option: | N/A | |
| 32 | Put Option: | Applicable | |
| (i) | Cash Settled Securities: | ||
| Optional Cash Settlement (a) Amount: |
N/A | ||
| (b) Optional Cash Redemption Date(s): |
N/A |
$(ii)$ Physically Delivered Securities:
(a) Optional Physical Settlement Entitlement:
2,095.16 Shares per Security (calculated as the Calculation Amount divided by the Strike Price), provided that no delivery by (or on behalf) of the Issuer of a fraction of any Share shall be made. Securities redeemed will be aggregated for the purposes of determining the aggregate Entitlement to be delivered provided that the aggregate Entitlement in respect of the same Securityholder will be rounded down to the nearest whole unit of Shares in such a manner as the Determination Agent shall determine. Where the aggregate Entitlement would include a fraction of a Share, the relevant Securityholder will be entitled to receive an amount in cash in lieu of such fraction as determined by the Determination Agent in its sole discretion on the relevant Put Option Valuation Date, based on the Put Option Valuation Price
Where·
"Strike Price" means EUR47.729.
"Put Option Valuation Price" means the price of the Reference Asset at the Valuation Time on the Put Option Valuation Date.
"Put Option Valuation Date" means the day falling 5 Exchange Business Days after the
| Put Option Exercise Date (which for the purposes of the Conditions shall be a Valuation Date). |
|||
|---|---|---|---|
| (b) Put Option Physical Settlement Date(s): |
The 5th Business Day following the relevant Put Option Valuation Date |
||
| (iii) | Put Option Exercise Date(s): | Any Business Day during the Put Option Exercise Period |
|
| (iv) | Put Option Exercise Period: | From and including the Issue Date to and including the day falling 5 Business Days prior to the Final Put Option Valuation Date. Where: |
|
| "Final Put Option Valuation Date" means 20 July 2015. |
|||
| (v) | Put Notice Period Number: | 5 Exchange Business Days prior to the relevant Put Option Valuation Date. |
|
| 33 | Specified Early Redemption Event: | N/A | |
| 34 | Maximum and Minimum Redemption Requirements: |
N/A | |
| 35 | Annex: | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant |
N/A |
| 36 | Share Linked Securities: | Applicable | |
| (i) | Shares (each a "Reference Asset"): | Rueckversicherung Hannover AG (the "Shares") |
|
| Reuters Code (for identification purposes only): HNRGn.DE; ISIN DE0008402215 |
|||
| (ii) | Exchanges: | Xetra (Frankfurt Stock Exchange) | |
| (iii) | Related Exchanges: | All Exchanges | |
| (iv) | Exchange Rate: | N/A | |
| (v) | Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A | |
| (vi) | Initial Price of each Reference Asset: | Strike Price | |
| (vii) | Number of Shares: | N/A | |
| (viii) | Substitution of Shares: | N/A | |
| (ix) | Valuation Date: | The Strike Date, Put Option Valuation Dates and the Final Put Option Valuation Date |
| (x) | Valuation Time: | As defined in the Equity Linked Annex | |
|---|---|---|---|
| (x i ) | Averaging: | N/A | |
| (xii) | Additional Disruption Event in respect of Share Linked Securities: |
Insolvency Filing | |
| (xiii) | FX Disruption Event: | N/A | |
| (xiv) | FX Inbound Valuation Disruption Event: |
N/A | |
| (xv) | Market Access Dividend and Rights Issue Provisions: |
N/A | |
| (xvi) | Dividend Exchange Rate: | N/A | |
| (xvii) | ODI Early Redemption Event: | N/A | |
| (xviii) | FINI Early Redemption Event: | N/A | |
| (xix) | Local Jurisdiction Taxes and Expenses: |
N/A | |
| (xx) | Other adjustments: | 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) Annex): |
Barclays Commodity Index Linked Securities (Section 2 of the Barclays Index |
N/A |
| (b) Barclays Equity Index Linked Securities (Section 3 of the Barclays Index Annex): |
N/A | ||
| (c) Barclays FX Index Linked Securities (Section 4 of the Barclays Index Annex): |
N/A | ||
| Annex): | (d) Barclays Interest Rate Index Linked Securities (Section 5 of the Barclays Index |
N/A | |
| Annex): | (e) Barclays Emerging Market Index Linked Securities (Section 6 of the Barclays Index |
N/A | |
| 43 | Bond Linked Securities: | N/A | |
| 44 | Fund Linked Securities: | N/A | |
| 45 | Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, |
N/A |
| Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
||
|---|---|---|
| 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: | Following |
| 52 | Relevant Clearing Systems: | Euroclear |
| Clearstream | ||
| 53 | If syndicated, names of Managers: | N/A |
| 54 | Details relating to Partly Paid (a) Securities: |
N/A |
| Details relating to Instalment Notes: (a) |
N/A | |
| 55 | Relevant securities codes: | ISIN: XS0784039934 |
| Common Code: 078403993 | ||
| 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: |
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 calculate any amount payable to or deliverable on any payment or settlement date is delayed or postponed pursuant to and conditions of the terms the Securities, payment or settlement will occur on the later of either (i) the scheduled |
payment or settlement date or (ii) the fifth 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.
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 with effect 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 |
$\overline{4}$ 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
$N/A$
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 Investment 8 and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
Information on the past performance and volatility of the Shares can be obtained from Reuters. Investors should note that historical performance should not be taken as an indicator of future performance. The Issuer does not intend to issue post-issuance information.
Performance of Rate of Exchange and Explanation of Effect on Value of Investment $\boldsymbol{9}$
$N/A$
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: |
Yes. Note that the designation "yes" simply means that the Securities are intended upon issue to be deposited with one of the International Central Securities Depositaries ("ICSDs") as common safekeeper and does not necessarily mean that the Securities will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, either upon issue or at any or all times during their life. Such recognition will |
depend upon the ECB being satisfied that Eurosystem
eligibility criteria have been met.
11 Offer Information
$N/A$