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Barclays PLC — Capital/Financing Update 2012
Aug 29, 2012
5250_rns_2012-08-29_222e1fb4-d90b-4abb-b88e-d1c787c583d4.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
GBP 10,000,000 Index Linked Notes due October 2018 (the "Notes")
Series NX000106104
under the Global Structured Securities Programme
The Securities will be publicly offered in the United Kingdom from and including 28 August 2012 to and including 12 October 2012
Issue Price: 100 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.
Barclays
Final Terms dated 28 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. 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:
FTSE 100 Index
The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE 100 (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein.
FTSE®", "FT-SE®" and "Footsie®" are trade marks of the Exchange and The Financial Times Limited and are used by FTSE under licence. "All-World", "All-Share" and "All-Small" are trade marks of FTSE.
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: | NX000106104 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| 2 | Currency: | Pound Sterling ("GBP") | |
| 3 | Notes: | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
GBP 10,000,000 | |
| (ii) | Specified Denomination: | GBP 1.00 | |
| (iii) | Minimum Tradable Amount: | N/A | |
| (iv) | Calculation Amount as at the | Specified Denomination | |
| Issue 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. |
||
| (v) | Provisions relating to redenomination: |
Applicable | |
| 4 | Certificates: | N/A | |
| 5 Form: |
|||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
Global Bearer Securities: Permanent Global Security |
|
| (ii) | NGN Form: | N/A | |
| (iii) | Held under the NSS: | N/A | |
| (iv) | CGN Form: | Applicable | |
| (v) | CDIs: | Applicable | |
| 6 | Trade Date: | 21 August 2012 | |
| 7 | Issue Date: | 28 August 2012 | |
| Redemption Date: 8 |
5 Business Days after the Final Valuation Date, scheduled to be 19 October 2018 Where: |
||
| "Final Valuation Date" means 12 October 2018. | |||
| 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: |
Equity Linked Annex | |
| 12 | Interest: | Applicable | |
| 13 | Interest Amount: | As defined in Condition 24 of the Base |
Conditions
$14$ Interest Rate:
(i) Fixed Rate:
(ii) Floating Rate:
(iii) Variable Rate:
$N/A$
$N/A$
The Issuer will pay to each Securityholder on the corresponding Interest Payment Date an amount in respect of each Calculation Amount determined as follows:
Max (Minimum Interest Rate, Average Base Rate + Margin)
Where:
"Average Base Rate" means the Average of the Bank of England Base Rate for each relevant Interest Calculation Period as determined by the Determination Agent on the Interest Rate Calculation Date.
"Average" means the arithmetic average of the Bank of England Base Rate by adding each Bank of England Base Rate on each calendar day during the relevant Interest Calculation Period together and dividing by the total number of calendar days during such Interest Calculation Period, provided that for any scheduled non-Business Day the rate determined on the preceding Business Day will apply.
"Bank of England Base Rate" means the most recent published rate for deposits for a period equal to the Designated Maturity which appears on the Reuters Page UKBASE as of 5:00 p.m., London time, on the relevant Interest Determination Date or, if such page is not available, such replacement page as the Determination Agent shall select, or if the Determination Agent determines no suitable replacement page exists, the rate as determined by the Determination Agent in good faith and a commercially reasonable manner.
"Designated Maturity" means daily.
"Interest Determination Date" means daily.
"Interest Rate Calculation Date" means one (1) London Business Day after the Interest Period
| "London Business Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London. |
||
|---|---|---|
| (iv) Zero Coupon: | N/A | |
| (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: | 4.00% per annum |
| 18 | Minimum/Maximum Interest Rate: | Applicable |
| (a) Minimum Interest Rate: | 6.00% per annum | |
| (b) Maximum Interest Rate: | N/A | |
| 19 | Interest Commencement Date: | 12 October 2012 |
| 20 | Interest Determination Date: | N/A |
| 21 | Interest Calculation Periods: | As defined in Condition 24 of the Base Conditions |
| (a) Interest Period End Dates: | Monthly on the 12th of each month from and including the 12 November 2012 to and including the 12 October 2018, without an adjustment in accordance with the Business Day Convention. |
|
| (b) Interest calculation method for short and long Interest Calculation Periods: |
N/A | |
| 22 | Interest Payment Dates: | Three (3) Business Days following each Interest Period End Date, with the exception of the final Interest Payment Date which shall be the Redemption Date |
| 23 | Day Count Fraction: | 30/360 |
| 24 | Fall back provisions, rounding provisions, denominator and any other relating to the method of terms |
N/A |
calculating interest, if different from
those set out in the Base Conditions:
| 25 | Settlement Method: | For the purposes of Condition 5.1 of the Base Conditions: |
|
|---|---|---|---|
| Cash Settlement | |||
| 26 | Settlement Currency: | GBP | |
| 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 shall be determined in accordance with the following provisions: |
|
| (a) If $F_{min}$ is equal to or greater than the Barrier, the Final Cash Settlement Amount will be GBP 1.00 per Calculation Amount; or |
|||
| (b) If F min is less than the Barrier, the Final Settlement Amount will be Cash calculated as follows: |
|||
| Calculation Amount x max $\left 0, \min \left( 100\%, \frac{F_f}{F_i} \right) \right $ | |||
| Where: | |||
| "Barrier" means 50 per cent. of F i . | |||
| "F i " means the Index Level on the Strike Date. | |||
| " $F_f$ " means the Index Level on the Final Valuation Date. |
|||
| "F min " means the lowest Index Level observed during the period from and including the Strike Date to and including the Final Valuation Date. "Strike Date" means 12 October 2012. |
|||
| (ii) | Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions |
|
| (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: | N/A |
| 32 | Put Option: | N/A | |
|---|---|---|---|
| 33 | Specified Early Redemption Event: | N/A | |
| 34 | Maximum and Minimum Redemption Requirements: |
N/A | |
| 35 | Additional | Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: |
N/A |
| 36 | Share Linked Securities: | N/A | |
| 37 | Index Linked Securities: | Applicable | |
| (i) | Index/Indices (each a "Reference Asset"): |
FTSE 100 Index (the "Index"), as calculated and sponsored by FTSE International Limited. (Bloomberg code: UKX ) |
|
| (ii) | Future Price Valuation: | N/A | |
| (iii) | Exchange-traded Contract: | N/A | |
| (iv) | Exchange: | London Stock Exchange | |
| (v) | Related Exchanges: | All Exchanges | |
| (vi) | Exchange Rate: | N/A | |
| (vii) | Weighting for each Reference Asset comprising the Basket of Reference Assets: |
N/A | |
| (viii) | Index Level of each Reference Asset: |
The level of the Index at the Valuation Time on a Scheduled Trading Day (the "Index Level") |
|
| (ix) | Valuation Date: | Strike Date and the Final Valuation Date | |
| (x) | Valuation Time: | As per the Equity Linked Annex | |
| (xi) | Averaging: | N/A | |
| (xii) | Additional Disruption Event in of Index Linked respect Securities: |
N/A | |
| (xiii) | FX Disruption Event: | N/A | |
| (xiv) | Inbound FX 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 |
| 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 Securities (Section 2 of the Barclays Index Annex): |
N/A | |
| Barclays Equity Index Linked (b) 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 | ||
| 43 | Bond Linked Securities: | N/A | |
| 44 | Fund Linked Securities: | N/A | |
| 45 | Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Swedish Registered Securities, VPS Registered Securities Spanish or 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 | |||
| And in respect of CDIs, CREST: The Securities uncertified registered Securities and are accordingly there is no Relevant Clearing |
| System in relation to them. | |||
|---|---|---|---|
| 53 | If syndicated, names of Managers: | N/A | |
| 54 | (a) | Details relating to Partly Paid Securities: |
N/A |
| (a) | Details relating to Instalment Notes: |
N/A | |
| 55. | Relevant securities codes: | ISIN: XS0785258194 | |
| Common Code: 078525819 | |||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A | |
| 57 | Securities: | Additional Conditions and/or modification to the Conditions of the |
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 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.
$55$ 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
$N/A$
$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates
$N/A$
Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of Investment 8 and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying
Information on past performance and volatility of the Index can be obtained from Bloomberg.
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 Rate of Exchange and Explanation of Effect on Value of Investment $\overline{9}$
$N/A$
10 Operational Information
Bank S.A./N.V. and Clearstream Banking, société anonyme (together with their addresses) and the relevant identification $number(s)$ :
Any clearing system(s) other than Euroclear In respect of CDIs, CREST: The Securities are uncertified registered Securities and accordingly there is no Relevant Clearing System in relation to them
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 $No$ allow Eurosystem eligibility:
11 Offer Information
| Offer Price: | Issue Price |
|---|---|
| The Issue Price includes a commission element to be shared with a third party, which will be no more than 1.00 per cent. of the Issue Price. Further details of the commission element are available upon request from the Distributor (as defined below). |
|
| Conditions to which the offer is subject: | The Issuer reserves the right to withdraw the offer for |
| Securities at any time on or prior to the end of the Offer Period (as defined below). |
|
| Following withdrawal of the offer, if any application has been made by any potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant by the Distributor in accordance with the Distributor's usual procedures. |
|
| Description of the application process: | An offer of the Securities may be made by the Manager or the Distributor other than pursuant to Article 3(2) of the Prospectus Directive in the United |
Kingdom (the "Public Offer Jurisdiction") during the period from and including 28 August 2012 to and including 12 October 2012 (the "Offer Period").
Applications for the Securities can be made in the Public Offer Iurisdiction through the Distributor during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Distributor. Distribution will be in accordance with the Distributor's usual procedures, notified to investors by the Distributor.
The minimum and maximum amount of application from the Distributor will be notified to investors by the Distributor.
Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with no entitlement for compensation.
Investors will be notified by the Distributor of their allocations of Securities and the settlement arrangements in respect thereof.
$N/A$
Details of the minimum and/or maximum amount of application:
reduce Description of possibility to subscriptions and manner for refunding excess amount paid by applicants:
Details of method and time limits for paving up and delivering the Securities:
Manner in and date on which results of the offer are to be made public:
Procedure for exercise of any right of pre- N/A emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Categories of prospective investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:
Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Offers may be made by the Manager or the Distributor in the Public Offer Jurisdiction to any person. Offers (if any) in other EEA countries will only be made by the Manager or the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.
Each investor will be notified by the Distributor of its allocation of Securities at the time of such investor's application.
No dealings in the Securities may take place prior to the Issue Date.
Not Applicable
known to the Issuer, of the placers in the various countries where the offer takes place:
Name(s) and address(es), to the extent The Manager and any other distributors and Independent Financial Advisors to be determined from time to time
(the "Distributor")