Barclays PLC — Capital/Financing Update 2012

Sep 13, 2012

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 5,000,000 Worst of Reverse Convertible Notes due November 2016 ("Tranche 2") to be consolidated and form a single Series with the existing GBP 5,000,000 Worst of Reverse Convertible Notes due November 2016, issued on 15 November 2011 ("Tranche 2" and together with Tranche 1, the "Notes")

Series: NX00058871

under the Global Structured Securities Programme

Issue Price: 100 per cent. of par

This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 5.4 of 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, save in respect of the Conditions, which are extracted from the Base Prospectus dated 5 August 2011 (the "Original Offering Document"), as incorporated by reference in the Base Prospectus. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms, the Base Prospectus and the Conditions extracted from the Original Offering Document. The Base Prospectus and 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.

Barclays

Final Terms dated 12 September 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 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
Stabilising Manager:	N/A
Registrar:	N/A
Italian Securities Agent:	N/A
Crest Agent:	N/A
Paying Agent:	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.

Provisions relating to the Securities

1	(i)	Series:	NX00058871
	(ii)	Tranche:	2
2	Currency:		Pound Sterling ("GBP")
3	Notes:		Applicable
	(i)	Aggregate Nominal Amount as at	GBP 10,000,000
		the Issue Date:	Tranche 1: GBP 5,000,000
			Tranche 2: GBP 5,000,000
	(ii)	Specified Denomination:	GBP 1,000
	(iii)	Calculation Amount per Security as at the Issue Date:	Specified Denomination
	(iv)	Minimum Tradable Amount:	GBP 50,000
4		Certificates:	N/A
5	Form:
	(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:	Tranche 1: 24 October 2011
			Tranche 2: 5 September 2012
7	Issue Date:		Tranche 1: 15 November 2011
			Tranche 2: 12 September 2012
8	Redemption Date:		Tenth Business Day immediately following the Final Valuation Date, scheduled to be 8 November 2016 subject to adjustment in accordance with the Business Day Convention
			Where:
			"Final Valuation Date" means 25 October 2016
9		Issue Price:	100 per cent. of the Aggregate Nominal Amount
10		Relevant Stock Exchange(s):	London Stock Exchange
11		The following Relevant Annex(es) shall apply to the Securities:	Equity Linked Annex

Provisions relating to interest (if any) payable on the Securities

	12 Interest:	Applicable
13 —	Interest Amount:	As per Conditions 4 and 24 of the Base Conditions
	14 Interest Rate(s):

• $(i)$ Fixed Rate:
• $(ii)$ Floating Rate:
• $(iii)$ Variable Rate:

$N/A$

$N/A$

Provided that a Specified Early Redemption Event has not occurred prior to the Interest Valuation Date in respect of the relevant Interest Payment Date, the Securityholder shall receive an amount determined by the Determination Agent in accordance with the following:

(i) If the Valuation Price of each Reference Asset on the relevant Interest Valuation Date is at or above its Interest Barrier:

4.15% x Calculation Amount

(ii) otherwise, zero.

Where:

"Interest Barrier" means, in respect of each Reference Asset, 55% of the Initial Price of such Reference Asset, as specified in the Schedule 1

"Initial Price" means, in respect of each Reference Asset, the price of such Reference Asset at the Valuation Time on the Initial Valuation Date, as specified in the Schedule 1.

"Initial Valuation Date" means 25 October 2015.

"Interest Valuation Date" as set out in the Schedule 2.

"Valuation Time" has the meaning set out in Paragraph 36.

"Valuation Price" means in respect of a Valuation Date and any relevant Scheduled Trading Day, the price of the relevant Reference Asset at the Valuation Time on

			such day, as determined by the Determination Agent.
	(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:		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:	Each Date as set out in the Schedule 2, each date will be subject to adjustment in accordance with the Business Day Convention.
23		Day Count Fraction:	N/A
24		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 Conditions:	N/A
		Provisions relating to Redemption
25		Settlement Method:	For the purposes of Condition 5.1 of the Base Conditions:
			Cash Settlement
26		Settlement Currency:	Issue Currency
27		Settlement Number:	As defined in Condition 24 of the Base Conditions
28		Terms relating to Cash Settled Securities:	Applicable
	(i)	Final Cash Settlement Amount:	In respect of each Security, an amount determined by the Determination Agent as follows:
			(a) If, in respect of the Worst Performing Reference Asset, the Valuation Price on the Final Valuation Date is at or above the Barrier Price a cash amount equal to the Calculation Amount.

(b) Otherwise, a cash amount equal to the Calculation Amount multiplied by the Valuation Price of the Worst Performing Reference Asset on the Final Valuation Date and divided by the Strike Price of the Worst Performing Reference Asset.

Where:

"Barrier Price" means, in respect of the Reference Asset, 50% of the Initial Price.

"Initial Price" means, in respect of a Reference Asset, the price of that Reference Asset at the Valuation Time on the Initial Valuation Date, as specified in the Schedule $1.$

"Strike Price" means, in respect of a Reference Asset, 100% of the Initial Price of that Reference Asset as specified in the Schedule 1.

"Worst Performing Reference Asset" means the Reference Asset with the lowest performance calculated as follows:

$$
\frac{V_{(i)Final}}{V_{(i)Initial}}
$$

Where:

" $V_{(i)Final}$ " is the Valuation Price of Reference Asset_i on the Final Valuation Date.

" $V_{(i)Initial}$ " is the Initial Price of Reference Asset_i

Provided that where more than one Reference Asset has the same lowest performance, the Determination Agent shall in its sole discretion select which of the Reference Assets with the same lowest performance shall be the Worst Performing Reference Asset.

As defined in Condition 24 of the Base $(ii)$ Early Cash Settlement Amount: 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	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"):	As set out in the Schedule 1
	(ii)	Exchange(s):	As set out in the Schedule 1
	(iii)	Related Exchange:	As set out in the Schedule 1
	(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:	N/A
	(vii)	Number of Shares:	N/A
	(viii)	Substitution of Shares:	Shares $-$ Standard Substitution of is applicable
	(ix)	Valuation Date:	Initial Valuation Date and the Final Valuation Date
	(x)	Valuation Time:	As per the Equity Linked Annex
	(xi)	Averaging:	N/A
	(xii)	Additional Disruption Event in respect of Share Linked Securities:	Insolvency Filing
	(xiii)	FX Disruption Event:	N/A
	(xiv)	Market Access Dividend and Rights Issue Provisions:	N/A
	(xv)	Dividend Exchange Rate:	N/A
	(xvi)	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) Barclays Capital Commodity Index Linked Securities (Section 2 of the Barclays Capital Index Annex):	N/A
	(b) Barclays Capital Equity Index Securities (Section 3 of the Barclays Capital Index Annex): Bond Linked Annex:	N/A
	(c) Barclays Capital FX Index Linked Securities (Section 4 of the Barclays Capital Index Annex):	N/A
	(d) Barclays Capital Interest Rate Index Linked Securities (Section 5 of the Barclays Capital Index Annex):	N/A
	(e) Barclays Capital Emerging Market Index Linked Securities (Section 6 of the Barclays Capital Index Annex):	N/A
43	Bond Linked Securities:	N/A
44	Fund Linked Securities:	N/A
	Provisions relating to Settlement
45	Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities,, Swedish Registered Securities, VPS Registered Securities or Spanish Securities:	N/A
46	Additional provisions relating to Taxes and Settlement Expenses:	N/A
Definitions
47	Business Day:	As defined in Condition 24 of the Base Conditions
48	Additional Business Centre(s):	N/A
	Selling restrictions and provisions relating to certification
49	Non-US Selling Restrictions:	As described in the Base Prospectus
50	Applicable TEFRA exemption:	N/A
General
51	Business Day Convention:	Modified Following

52	Relevant Clearing System(s):	Euroclear
		Clearstream
53	If syndicated, names 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: XS0548385573
		Common Code: 054838557
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:	N/A

Part B Other Information

1	LISTING AND ADMISSION TO TRADING
	(i)	Listing:	London
	(ii)	Admission to trading:	Application has been made by the Issuer (or on its behalf) for the Securities to be admitted to trading on or around the Issue Date.
	(iii)	Estimate of total expenses related to admission to trading:	N/A
$\overline{2}$	RATINGS
	Ratings:		The Securities have not been individually rated.
3	INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER

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.

$\overline{4}$ REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the offer:	General funding
(ii)	Estimated net proceeds:	N/A

• $N/A$ Estimated total expenses: $(iii)$
• 5 FIXED RATE SECURITIES ONLY - YIELD

Indication of yield:	N/A

• FLOATING RATE SECURITIES ONLY HISTORIC INTEREST RATES 6 $N/A$
• $7⁷$ 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

$N/A$

Performance of Rates of Exchange and Explanation of Effect on Value of Investment 8

$N/A$

9 OPERATIONAL INFORMATION

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

10 OFFER INFORMATION

$N/A$

$\mathbf{i}$	Name	Type	Bloomberg Code (for identification purposes only)	Exchan ge	Related Exchange	Reference Asset Currency	Initial Price	Strike Price	Barrier Price	Barrier Price
	HSBC Holdings Plc	Share	HSBALN	Multi- Exchan ge	All Exchange ${\sf S}$	GBP	5.25	5.25	2.6250	262.50
$\overline{2}$	Vodafone Group PLC	Share	VOD LN	Multi- Exchan ge	All Exchange ${\sf S}$	GBP	1.7410	1.7410	0.8705	87.05
$\overline{3}$	BP PLC,	Share	BP/LN	Multi- Exchan ge	All Exchange ${\sf S}$	GBP	4.5720	4.5720	2.2860	228.60
$\vert 4 \vert$	GlaxoSmith Kline PLC	Share	GSK LN	Multi- Exchan ge	All Exchange $\mathsf S$	GBP	13.82	13.82	6.91	691

Schedule 1

Schedule 2

N	Interest	Scheduled
	Valuation Dates	Interest Payment
		Dates
1	25/01/2012	08/02/2012
2	25/04/2012	08/05/2012
3	25/07/2012	08/08/2012
$\overline{4}$	25/10/2012	08/11/2012
5	25/01/2013	08/02/2013
6	25/04/2013	09/05/2013
7	25/07/2013	08/08/2013
8	25/10/2013	08/11/2013
9	27/01/2014	10/02/2014
10	25/04/2014	09/05/2014
11	25/07/2014	08/08/2014
12	27/10/2014	10/11/2014
13	26/01/2015	09/02/2015
14	27/04/2015	11/05/2015
15	27/07/2015	10/08/2015
16	26/10/2015	09/11/2015
17	25/01/2016	08/02/2016
18	25/04/2016	09/05/2016
19	25/07/2016	08/08/2016
20	Final Valuation	Redemption
	Date	Date

Interest Valuation Dates/Scheduled Interest Payment Dates