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Barclays PLC — Capital/Financing Update 2012
Aug 7, 2012
5250_rns_2012-08-07_f6c4fd6f-3e36-4c33-aadf-360feb144f08.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
1 Index Linked Warrant due August 2018 (the "Warrant")
Series NX000104305
under the Global Structured Securities Programme
Issue Price: GBP 250,000 per Security
This document constitutes the final terms of the Warrant (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.
Barclays
Final Terms dated 8 August 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:
EURO STOXX 50 INDEX
STOXX and its licensors (the "Licensors") have no relationship to Barclays Bank Plc (the "Licensee"), other than the licensing of the EURO STOXX 50 INDEX (the "Index") and the related trademarks for use in connection with the Securities.
STOXX and its Licensors do not:
- Sponsor, endorse, sell or promote the Securities.
- Recommend that any person invest in the Securities or any other securities.
- Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities.
- Have any responsibility or liability for the administration, management or marketing of the Securities.
- Consider the needs of the Securities or the owners of the Securities 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,
- STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
- The results to be obtained by the Securities, the owner of the Securities or any other person in connection with the use of the Index and the data included in the Index:
- The accuracy or completeness of the Index and its data;
- The merchantability and the fitness for a particular purpose or use of the Index and its data;
- STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Index or its data:
- 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 Licensee and STOXX is solely for their benefit and not for the benefit of the owners of the Securities or any other third parties.
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| 1 | (i) | Series: | NX000104305 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| 2 | Currency: | Pound Sterling ("GBP") | |
| 3 | Number of Warrants or Exercisable Certificates being issued: |
1 | |
| 4 | (i) | Minimum Tradable Amount: | N/A |
| (ii) | Calculation Amount as at the Issue Date: |
GBP 250,000 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. |
|
| 5 | Form: | ||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
Global Registered Securities: Regulation S 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: | 20 July 2012 | |
| 7 | Issue Date: | 8 August 2012 | |
| 8 | Issue Price: | GBP 250,000 per Security | |
| 9 | Relevant Stock Exchange: | London Stock Exchange | |
| 10 | The following Relevant Annex(es) shall apply to the Securities: |
Equity Linked Annex | |
| 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 | Conditions: | 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 |
N/A |
|---|---|---|---|
| 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: | GBP 0 | |
| 28 | Exercise Date(s): | Expiration Date | |
| 29 | Exercise Parameters: | N/A | |
| 30 | Potential Exercise Business Dates: | N/A | |
| 31 | Exercise Business Day: | N/A | |
| 32 | Exercise Period: | N/A | |
| 33 | Expiration Date: | 1 August 2018 (the "Final Valuation Date") | |
| 34 | Automatic Exercise: | Applicable | |
| 35 | Minimum Number Exercise Requirement: | The Minimum Number is 1 Security | |
| 36 | Maximum Daily Number: | N/A | |
| 37 | Nominal Call Event: | N/A | |
| 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: | (a) If the Final Valuation Price is greater than or equal to the Barrier Price, the Exercise Cash will Settlement Amount be an amount determined by the Determination Agent as follows: |
|
| Calculation Amount x (100% + 1.55 x max(0, $(FVP - SP)/SP$ ) | |||
| (b) If the Final Valuation Price is less than the Barrier Price, the Exercise Cash Settlement Amount will be an amount determined by the Determination Agent as follows: |
|||
| Calculation Amount x (Final Valuation Price/Initial Price) | |||
| Where: | |||
"Barrier Price" means 50.00 per cent. of the Initial Price.
"Final Valuation Price" or "FVP" means the Valuation Price on the Final Valuation Date.
"Initial Price" means the Valuation Price on the Initial Valuation Date.
"Initial Valuation Date" means 1 August 2012.
"Min-Lookback Valuation Dates" means each of the Initial Valuation Date, 3 September 2012. 1 October 2012, 1 November 2012, 3 December 2012, 2 January 2013 and 1 February 2013.
"Strike Price" or "SP" means the greater of (i) 80.00 per cent. of the Initial Price, and (ii) the lowest Valuation Price observed on the Min-Lookback Valuation Dates.
"Valuation Price" means, in respect of any relevant Scheduled Trading Day, the price of the Reference Asset at the Valuation Time on such day, as determined by the Determination Agent.
The later of:
- $(a)$ 8 August 2018; and
- $(b)$ 5 Business Days immediately following the Final Valuation Date.
As defined in Condition 24 of the Base Conditions
Associated Costs: Applicable
As defined in Condition 24 of the Base Conditions
Applicable
The occurrence of any one of the following events shall constitute a Specified Early Cancellation Event:
(i) Issuer Early Cancellation Right: Delivery of a notice (the "Issuer Early Cancellation Notice") by the Issuer to Securityholders on the Issue Date notifying the Securityholders of the early cancellation of the Securities. Upon delivery of the Issuer Early Cancellation Notice, a Specified Early Cancellation Event shall be deemed to have occurred in respect of all Securities and the Issuer will Cancel all of the Securities (in whole only) at the Specified Early Cash Settlement
Exercise Cash Settlement Date: $(ii)$
- $(iii)$ Early Cash Settlement Amount:
- $(iv)$ Early Cancellation Date:
- 42 Specified Early Cancellation Event:
Amount on the Specified Early Cash Cancellation Date.
| (ii) Securityholder Early Cancellation Right: Delivery of a notice (the "Securityholder Early Cancellation Notice") by any Securityholder to the Issuer on the Issue Date requesting early cancellation by the Issuer of each relevant Security specified in the Securityholder Early Cancellation Notice. Upon delivery of the Securityholder Early Cancellation Notice, a Specified Early Cancellation Event shall be deemed to have occurred in respect of each relevant Security to which the Securityholder Early Cancellation Notice relates only and the Issuer will Cancel such Securities in whole at the Specified Early Cash Settlement Amount on the Specified Early Cash Cancellation Date. |
|||
|---|---|---|---|
| (i) | Automatic Early Cancellation: | Applicable, except that a Specified Early Cancellation Event shall be deemed to have occurred in respect of each relevant Security to which the Securityholder Early Cancellation Notice relates only. |
|
| (ii) | Cash Settled Securities: | ||
| Specified Early Cash Settlement (a) Amount: |
GBP 250,000 per Security | ||
| Specified Early Cash Cancellation Date(s): | The fifth Business Day immediately following the Issue Date |
||
| (iii) | Physically Delivered Securities: | N/A | |
| (iv) | Specified Early Cancellation Notice Period: |
N/A | |
| 43 | Call Option: | N/A | |
| 44 | Early Exercise Trigger Event: | N/A | |
| 45 | Securities: | Terms relating to Physically Delivered | N/A |
| 46 | Multiplier: | N/A | |
| 47 | Annex: | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant |
|
| (i) | Affected Jurisdiction Hedging Disruption: |
N/A |
| (ii) | Affected Jurisdiction Increased Cost of | |
|---|---|---|
| Hedging: |
| (iii) | Affected Jurisdiction: | N/A |
|---|---|---|
| ------- | ------------------------ | ----- |
Other Additional Disruption Events: Linked Instrument Early Redemption $(iv)$
Where:
A "Linked Instrument Early Redemption" shall occur where any financial instrument issued by the Issuer which references the Security as its underlying reference asset (such instrument, a "Linked Instrument") is subject to early redemption as a result of the occurrence of an additional disruption event (as such term is defined in the Linked Instrument's terms and conditions).
- The following shall not constitute N/A $(v)$ Additional Disruption Events:
- 48 Share Linked Securities:
49 Index Linked Securities (Equity notices only):
$(i)$ Index/Indices (each a "Reference Asset"):
$N/A$
$N/A$
$N/A$
$N/A$
Multi-exchange
Valuation Price
Applicable
EURO STOXX 50 INDEX (the "Index") (Reuters code: .STOXX50E), provided that the Reference Asset represents a notional investment in such Index with a notional investment size of EUR 1.00 per index point.
- Future Price Valuation: $N/A$ $(ii)$
- $(iii)$ Exchange-traded Contract:
- $(iv)$ Exchange:
$(v)$
$(x)$
Related Exchange: All Exchanges
- $(vi)$ Exchange Rate:
- $(vii)$ Weighting for each Reference Asset N/A comprising the Basket of Reference Assets:
- (viii) Index Level of each Reference Asset: $(ix)$ Valuation Dates: Each Min-Lookback Valuation Date and the Final
- Valuation Date Valuation Time: As defined in the Equity Linked Annex
- $(xi)$ Averaging:
- $(xii)$ Additional Disruption Event in respect N/A of Index Linked Securities:
- $N/A$ (xiii) FX Disruption Event:
| (xiv) FX Inbound Valuation Disruption Event: |
N/A | |
|---|---|---|
| (xv) ODI Early Redemption Event: | N/A | |
| (xvi) FINI Early Redemption Event: | N/A | |
| (xvii) Local Jurisdiction Taxes and Expenses: | N/A | |
| (xviii) Other adjustments: | N/A | |
| 50 | Inflation Linked Securities: | N/A |
| 51 | FX Linked Securities: | N/A |
| 52 | Credit Linked Securities: | N/A |
| 53 | Commodity Linked Securities: | N/A |
| 54 | Debt Components: | N/A |
| 55 | Interest Rate Components: | N/A |
| 56 | (a) Barclays Commodity Index Linked Securities (Section 2 of the Barclays Index Annex): |
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 | |
| (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 Barclays Index Annex): |
N/A | |
| 57 Fund Linked Securities: | N/A | |
| 58 | Settlement in respect of APK Registered Securities, Swedish Registered 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 |
| 61 | Definition of In-The-Money: | Condition 24 of the Base defined in As Conditions |
| 62 | Business Days: | defined in Condition 24 of the Base As Conditions |
| Additional Business Centre(s): | N/A |
| 63 Non-US Selling Restrictions: | As described in the Base Prospectus | |
|---|---|---|
| 64 Applicable TEFRA exemption: | N/A | |
| 65 | Other: | N/A |
| 66 Business Day Convention: | Following | |
| 67 Relevant Clearing Systems: | Euroclear | |
| Clearstream | ||
| 68 | If syndicated, names of Managers: | N/A |
| 69 Relevant securities codes: | ISIN: GB00B7CXZX34 | |
| Common Code: 75517912 | ||
| 70 | Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time): |
N/A |
| 71 | Additional Conditions and/or modification to the Conditions of the Securities: |
N/A |
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 from the Issue Date. |
|
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300 | |
| 2 | RATINGS | ||
| Ratings: | The Securities have not been individually rated. | ||
| 3 | NOTIFICATION | ||
| N/A | |||
| 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 issue of the Securities has an interest material to the issue. |
$51$ REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
| (i) | Reasons for the offer: | General funding |
|---|---|---|
| (ii) | Estimated net proceeds: | N/A |
- $(iii)$ $N/A$ Estimated total expenses:
- FIXED RATE SECURITIES ONLY YIELD 6
- $N/A$ Indication of yield:
- $77$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES
$N/A$
PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT ON 8 VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING
Applicable
The performance of the Warrant depends on the performance of the Index as calculated and sponsored by Stoxx Ltd. Information on the Index (including past performance and volatility) is published on Reuters page: .STOXX50E
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
PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF $9$ INVESTMENT
$N/A$
10 OPERATIONAL INFORMATION
| N/A |
|---|
| Delivery free of payment |
| N/A |
| No |
11 OFFER INFORMATION
$N/A$