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Barclays PLC — Capital/Financing Update 2012
Oct 10, 2012
5250_rns_2012-10-10_df7efe1b-87c6-40bb-869f-2ef4dca61674.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
3,551 Warrants due October 2017 (the "Warrants")
Series NX000108508
under the Global Structured Securities Programme
Issue Price: GBP 22.9 per Security
This document constitutes the final terms of the Warrants (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 11 October 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 |
| Italian Securities 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" AND "CLEARANCE, SETTLEMENT AND TRANSFER RESTRICTIONS – TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES" IN THE BASE PROSPECTUS.
EACH PURCHASER OF REGISTERED SECURITIES WILL BE DEEMED, BY ITS ACCEPTANCE OF PURCHASE OF ANY SUCH REGISTERED SECURITIES, TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS INTENDED TO RESTRICT THE RESALE OR OTHER TRANSFER OF SUCH REGISTERED SECURITIES AS SET OUT IN "CLEARANCE, SETTLEMENT AND TRANSFER RESTRICTIONS – TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES".
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THESE FINAL TERMS AND THE BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
| 1 | Series: | NX000108508 | |
|---|---|---|---|
| 2 | Currency: | Pound Sterling ("GBP") | |
| 3 | Number of Warrants or Exercisable Certificates being issued: |
3,551 | |
| 4 | (i) | Minimum Tradable Amount: | 100 Warrants The Minimum Tradable Amount will apply through the life of the Warrants such that there may be no sales or partial cancellations of Warrants in amounts less than the Minimum Tradable Amount. |
| (ii) | Calculation Amount as at the Issue Date: |
GBP 1,000 | |
| 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: | 27 September 2012 | |
| 7 | Issue Date: | 11 October 2012 | |
| 8 | Issue Price: | GBP 22.9 per Security For the avoidance of doubt, the Issue Price for each Warrant shall be paid in respect of and shall be allocated to the Components of each Warrant by dividing the Issue Price by the number of Warrant Components comprised in each Warrant and allocating an equal proportion as the purchase price paid for each Warrant Component. |
|
| 9 | Relevant Stock Exchanges: | London Stock Exchange | |
| 10 | The following Relevant Annexes shall apply to the Securities: |
N/A |
| 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 | Fallback 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:
| 24 | (i) | Exercise Style: | Bermudan Style |
|---|---|---|---|
(ii) Multiple Exercise Securities: Applicable:
Single-Pay, subject to the Exercise Parameters. Each Warrant is comprised of 16 components, numbered 1 to 16 (each a "Warrant Component"). The duration of each Warrant Component corresponds to one Calculation Period. Warrant Component 1 corresponds to the first Calculation Period, beginning on the Start Date and ending on the first Exercise Cash Settlement Date. Warrant Component 2 corresponds to the second Calculation Period and so on to the final Calculation Period and Warrant Component 16.
Where:
"Calculation Period" means the period beginning on (and including) the Start Date and ending on (but excluding) the next succeeding Exercise Cash Settlement Date and each successive period beginning on (and including) an Exercise Cash Settlement Date and ending on (but excluding) the next succeeding Exercise Cash Settlement
| 25 | Call/Put Securities: | N/A |
|---|---|---|
| 27 | Exercise Price: | N/A |
31 Exercise Business Day: N/A
33 Expiration Date: 1 October 2017
35 Minimum Number Exercise Requirement:
36 Maximum Daily Number: N/A
37 Nominal Call Event: N/A
38 Settlement Method: Cash Settlement
Date.
"Start Date" means 1 October 2013.
26 Units: The Securities must be exercised in Units. Each Unit consists of 1 Security.
28 Exercise Date(s): Expiration Date
29 Exercise Parameters: Each Warrant may be exercised on each Potential Exercise Business Date for the corresponding Calculation Period. Following the exercise of a Warrant Component whether by manual exercise or Automatic Exercise, or if there is no exercise or Automatic Exercise (because the Warrant Component was not in-the-money) the Warrantholders will have no further rights (whether to receive payment, or otherwise) in respect of that Warrant Component and accordingly all the Warrantholders' rights in respect of that Warrant Component shall after that time have ceased and been disposed of by the Warrantholders.
30 Potential Exercise Business Dates: The date that is two London Business Days prior to the last day of each Calculation Period
32 Exercise Period: The period from and including the Start Date to the Expiration Date.
34 Automatic Exercise: Applicable in part, subject to the Exercise Parameters. If an Actual Exercise Date does not occur on the corresponding Potential Exercise Business Date on which a Warrant Component is determined by the Determination Agent to be In-The-Money, then such Warrant Component will be automatically exercised to the fullest extent possible on such Potential Exercise Business Date (in each case, for the purposes of Condition 6.4, a "Multiple Automatic Exercise Date").
The minimum number is 1 Warrant Component.
| 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: In respect of each Calculation Period, an amount in GBP in respect of each Warrant Component equal to:
Max (Base Rate Option – Strike, 0) x Calculation Amount x Accrual Factor
Where:
"Accrual Factor" means the actual number of calendar days in the relevant Calculation Period divided by 365.
"Average" means the arithmetic average of the Base Rate by adding each 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.
"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 Rate Reset 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 in a commercially reasonable manner.
For the avoidance of doubt, Condition 4.2 (Interest on Floating Rate Securities) of the Conditions shall be deemed to apply for the purposes of determining the relevant rate and disruption fallbacks.
"Base Rate Option" means the Average of the Base Rate for each relevant Interest Calculation Period as determined by the Determination Agent on the Interest Rate Cut Off Date.
"Designated Maturity" means daily.
"Interest Rate Cut Off Date" means one Business Day after each Exercise Cash Settlement Date.
| "Interest Rate Reset Date" means each Business Day for and including the Start Date to but excluding the Expiration Date. |
||||
|---|---|---|---|---|
| "Strike" means 1 per cent. | ||||
| (ii) | Exercise Cash Date: |
Settlement | Quarterly on 1 January, 1 April, 1 July and 1 October from and including 1 January 2014 to and including the Expiration Date, subject to adjustment in accordance with the Business Day Convention. |
|
| (iii) | Early Cash Amount: |
Settlement | As defined in Condition 24 of the Base Conditions |
|
| (iv) | Early Cancellation Date: | In respect of any cancellation of the Warrants, the 10th Business Day after the giving of the cancellation notice by or on behalf of the Issuer to the Warrantholders. |
||
| 42 | Specified Early Cancellation Event: | 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 | Relevant Annex: | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable |
N/A | |
| 48 | Share Linked Securities: | N/A | ||
| 49 | only): | Index Linked Securities (Equity notices | 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 Securities Index Annex): |
Commodity Index Linked (Section 2 of the Barclays |
N/A | |
| (b) Barclays |
Equity Index (Section 3 of the Barclays Index Annex): |
Securities | N/A | |
| (c) Barclays FX Index Linked Securities | N/A |
(Section 4 of the Barclays Index Annex):
| (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, Italian 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: | As defined in Condition 24 of the Base Conditions |
| 62 | Business Days: | As defined in Condition 24 of the Base Conditions |
| Additional Business Centre(s): | N/A | |
| 63 | Non-US Selling Restrictions: | Other than those described in the Base Prospectus, nothing has been done to permit a public offering of the Warrants in any jurisdiction. The Warrants may only be marketed or sold in compliance with the applicable laws and regulations and in circumstances which will not impose any obligations on the Issuer, the Dealer, the Manager and the Determination Agent. |
| 64 | Applicable TEFRA exemption: | N/A |
| 65 | Other: | N/A |
| 66 | Business Day Convention: | Modified Following |
| 67 | Relevant Clearing Systems: | Euroclear |
| Clearstream | ||
| 68 | If syndicated, names of Managers: | N/A |
| 69 | Relevant securities codes: | ISIN: GB00B8QXZW53 |
| Common Code: 083950919 | ||
| 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 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.
4 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.
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
| Indication of yield: | N/A |
|---|---|
7 FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES
N/A
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
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 Name and address of Swedish Issue and Paying Agent: N/A Intended to be held in a manner which would allow Eurosystem eligibility: No
11 OFFER INFORMATION
N/A