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Barclays PLC — Capital/Financing Update 2012
Aug 13, 2012
5250_rns_2012-08-13_fb9f54b3-2ef9-495b-bf26-56269d0d5c89.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
10,000,000 Equity Linked Certificates due August 2015 (the "Certificates")
Series NX000105016
under the Global Structured Securities Programme
Issue Price: EUR 2.63 per Certificate
This document constitutes the final terms of the Securities (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 14 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.
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 |
| 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: | NX000105016 | |
|---|---|---|---|---|
| (ii) | Tranche: | 1 | ||
| 2 | Currency: | United States Dollar ("USD") | ||
| 3 | Notes: | N/A | ||
| 4 | Certificates: | Applicable | ||
| (i) | Number of Certificates: | 10,000,000 | ||
| (ii) | Minimum Tradable Amount: | N/A | ||
| (ii) | Calculation Amount as at the Issue | 1 Certificate | ||
| Date: | 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. |
|||
| (iii) | Provisions relating to redenomination: |
N/A | ||
| 5 | Form: | |||
| (i) | Global/Definitive/Uncertificated and | Global Bearer Securities: | ||
| dematerialised: | 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: | 31 July 2012 | ||
| 7 | Issue Date: | 14 August 2012 | ||
| 8 | Redemption Date: | Five Business Days after (i) the Valuation Date, or (ii) if the proviso to the definition of "Settlement Price" applies the last Scheduled Trading Day in the Valuation Period. |
||
| 9 | Issue Price: | USD 2.63 per Certificate | ||
| 10 | Relevant Stock Exchange: | London Stock Exchange | ||
| 11 | The following Relevant Annex(es) 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 | Fall back provisions, rounding provisions, | N/A |
| denominator and any other terms relating to | ||
| the method of calculating interest, if different |
- from those set out in the Base Conditions:
- 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 USD
As defined in Condition 24 of the Base Conditions
In relation to each Calculation Amount, an amount determined as follows:
$(A \times Set$ lement Price/B) – D
Where:
"A" means 100 per cent.
"B" means the Exchange Rate either on (i) the Valuation Date or (ii) if the Settlement Price applies, the final Scheduled Trading Day of the relevant Valuation Period.
"D" means the Local Jurisdiction Taxes and Expenses (if any) pertaining to such Certificate.
"Settlement Price" means the effective price per Share determined by the Determination Agent equal to the volume weighted average price that would be realised by the Issuer or any of its Affiliates, acting in a commercially
26 Settlement Currency:
- 27 Settlement Number:
- 28 Terms relating to Cash Settled Securities:
- $(i)$ Final Cash Settlement Amount:
reasonable manner, in terminating or liquidating the relevant Hedge Positions in such numbers and at such times on the Valuation Date as the Issuer and/or any of its Affiliates in its commercially reasonable judgement determines to be appropriate, provided that, the Issuer and/or any of its Affiliates shall have the discretion not to terminate or liquidate all or any of the Hedge Positions on the Valuation Date (if such day is Disrupted Day or for any other $\mathbf{a}$ commercially reasonable reason) and those Hedge Positions not terminated or liquidated on the Valuation Date shall be terminated or liquidated as soon thereafter as the Issuer and/or any of its Affiliates determines in its commercially reasonable judgement to be appropriate and the prices at which such Hedge Positions are terminated or liquidated shall be included in such calculation of the volume weighted average price of the Hedge Positions for the purposes of calculating the Settlement Price.
"Taxes" means, in respect of each Certificate, taxes, levies, imposts, duties, deductions, withholdings, assessments or other charges (including any stamp, registration or transfer tax, duty or other charge or tax on income, payments (or deliveries of assets), profits or capital gains) together with any interest, additions to tax or penalties.
"Valuation Period" means the period of Scheduled Trading Days from and including the Valuation Date to the Scheduled Trading Day on which all the relevant Hedge Positions have been terminated or liquidated.
- Early Cash Settlement Amount: As defined in Condition 24 of the Base Conditions
- As defined in Condition 24 of the Base Conditions
- 29 Terms relating to Physically Delivered Securities:
Early Cash Redemption Date:
$(ii)$
$(iii)$
| 30 | Nominal Call Event: | N/A | |
|---|---|---|---|
| 31 | Call Option: | Applicable | |
| (i) | Cash Settled Securities: | ||
| (a) Optional Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions |
||
| (b) Optional Cash Redemption Date: | The last day of the Issuer Notice Period | ||
| (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: | The period from and including the Issue Date to but excluding the Business Day preceding the Redemption Date. |
||
| (v) Issuer Notice Period Number: | 1 Business Day | ||
| 32 | Put Option: | N/A | |
| 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) | Share(s) (each a "Reference Asset"): | Equity shares of par value TWD10 each of Semiconductor Taiwan Manufacturing Company Ltd. (the "Share"). |
|
| (ii) | Exchanges: | Taiwan Stock Exchange Corporation | |
| (iii) | Related Exchange: | All Exchanges | |
| (iv) | Exchange Rate: | In respect of any day, the applicable rate of exchange for conversion of any amount into the Settlement Currency, as determined by the Determination Agent. |
|
| (v) | Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A | |
| (vi) | Initial Price of each Reference Asset: | N/A | |
| (vii) | Number of Shares: | N/A | |
| (viii) | Substitution of Shares: | N/A | |
| (ix) | Valuation Date: | 14 August 2015 (the "Original Valuation |
Date") or if the Issuer gives notice to the Securityholder not less than 5 calendar days prior to the Original Valuation Date, 14 August 2017
| August 2017. | ||
|---|---|---|
| (x) | Valuation Time: | As defined in the Equity Linked Annex |
| (xi) | Averaging: | N/A |
| (xii) | Additional Disruption Event in respect of Share Linked Securities: |
N/A |
| (xiii) | FX Disruption Event: | Applicable |
| (a) Specified Currency: | Taiwanese Dollar | |
| (b) Specified Jurisdiction: | The Republic of China | |
| (xiv) FX Inbound Valuation Disruption Event: | Applicable | |
| (xv) Market Access Dividend and Rights Issue Provisions: |
Applicable | |
| (xvi) Dividend Exchange Rate: | Exchange Rate | |
| (xvii) ODI Early Redemption Event: | N/A | |
| (xviii) FINI Early Redemption Event: | Applicable | |
| In addition to the Issuer's rights in relation to early redemption of the Certificates as set out in the Base Prospectus, the Issuer may, in its sole discretion, redeem the Certificates early upon the occurrence of a FINI Early Redemption Event. If a FINI Early Redemption Event occurs, the Issuer may, by giving not less than one (1) Business Days' notice in accordance with Condition 16 (a "Local Jurisdiction Early Redemption Event Notice"), redeem the Certificates in whole at their Local Jurisdiction Early Redemption Cash Settlement Amount on the Local Jurisdiction Early Redemption Date. |
||
| (xix) Local Jurisdiction Taxes and Expenses: | Applicable | |
| (xx) Other adjustments: | N/A | |
| Index Linked Securities (Equity indices only): | N/A |
39 FX Linked Securities: $N/A$ 40 Credit Linked Securities: $N/A$
Inflation Linked Securities:
37 38
$N/A$
| 41 | Commodity Linked Securities: | N/A |
|---|---|---|
| 42 | Proprietary Index Linked Securities: | N/A |
| 43 | Bond Linked Securities: | N/A |
| 44 | Mutual Fund Linked Securities: | N/A |
| 45 | Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Italian 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): | Hong Kong and Tapei |
| 49 | Non-US Selling Restrictions: | As set out 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 and addresses 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: XS0784057597 |
| Common Code: 078405759 | ||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A |
| 57 | Additional terms and conditions relating to the Securities: |
N/A |
Part B Other Information
| 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 the Issue Date. |
|
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 300 | |
| 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: $N/A$
6 Fixed Rate Securities Only - Yield
Indication of yield: $N/A$
$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates
$N/A$
$\mathbf{1}$
$\overline{2}$
$\overline{\mathbf{3}}$
8 PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING
$N/A$
9 PERFORMANCE OF RATE OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
$N/A$
10 Operational Information
| Delivery free of payment |
|---|
| N/A |
| No. |
11 Offer Information
$N/A$