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Barclays PLC — Capital/Financing Update 2012
Oct 23, 2012
5250_rns_2012-10-23_0b04138c-3658-4b37-8470-a168b09e16df.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
EUR 6,000,000 Index Linked Notes due April 2014 (the "Notes")
Series NX000108905
under the Global Structured Securities Programme
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 23 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.
Index disclaimer:
STOXX and its licensors (the "Licensors") have no relationship to the Issuer, other than the licensing of the Index (as defined below) and the related trademarks for use in connection with the Notes.
STOXX and its Licensors do not:
- Sponsor, endorse, sell or promote the Notes.
- Recommend that any person invest in the Notes or any other securities.
- Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Notes.
- Have any responsibility or liability for the administration, management or marketing of the Notes.
- Consider the needs of the Notes or the owners of the Notes 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 Notes. 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 Notes, the owner of the Notes 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 issuer and STOXX is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties.
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.
| 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 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.
| 1 | (i) | Series: | NX000108905 | |||
|---|---|---|---|---|---|---|
| (ii) | Tranche: | 1 | ||||
| 2 | Currency: | Euro ("EUR") | ||||
| 3 | Notes: | Applicable | ||||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 6,000,000 | ||||
| (ii) | Specified Denomination: | EUR 1,000 | ||||
| (iii) | Minimum Tradable Amount: | EUR 10,000 | ||||
| (iv) | Calculation Amount as at the Issue Date: | Specified Denomination | ||||
| 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: | N/A | ||||
| 4 | Certificates: | 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: | 9 October 2012 | ||||
| 7 | Issue Date: | 23 October 2012 | ||||
| 8 | Redemption Date: | 23 April 2014 | ||||
| 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: | 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: | ||
|---|---|---|---|
| 18 | Minimum/Maximum Interest Rate: | ||
| 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: |
26 Settlement Currency: EUR
- 28 Terms relating to Cash Settled Securities:
25 Settlement Method: For the purposes of Condition 5.1 of the Base Conditions:
Cash Settlement
27 Settlement Number: As defined in Condition 24 of the Base Conditions
(i) Final Cash Settlement Amount: (a) If a Knock-Out Event has not occurred, the Final Cash Settlement Amount will be calculated as follows:
Calculation Amount x max[(1 + Underlying Return), (1 + Coupon)]
(b) If a Knock-Out Event has occurred, then the Final Cash Settlement Amount will be calculated as follows:
Calculation Amount x (1 + Underlying Return)
Where:
A "Knock-Out Event" will be deemed to have occurred if the Final Level is less than the Barrier Level.
"Barrier Level" means 77.25 per cent. of the Initial Level.
"Coupon" means 0.00 per cent.
"Final Level" means the Index Level on the Final Valuation Date.
"Final Valuation Date" means 9 April 2014.
"Initial Level" means the Index Level on the Initial Valuation Date, being 2,472.23.
| "Initial Valuation Date" means 9 October 2012. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| "Underlying Return" is calculated as follows: Final Level - Initial Level |
||||||||||
| Initial Level |
||||||||||
| (ii) | Early Cash Settlement Amount: | As | defined Conditions |
in | Condition | 24 | of | the | Base | |
| (iii) | Early Cash Redemption Date: | As | defined Conditions |
in | Condition | 24 | of | the | Base | |
| 29 | Terms relating to Physically Delivered Securities: | 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"): | EuroStoxx 50 Index (Price Return) (the "Index") | |
|---|---|---|---|
| Bloomberg Code (for identification purposes only): SX5E |
|||
| Index Sponsor: STOXX Limited | |||
| (ii) | Future Price Valuation: | N/A | |
| (iii) | Exchange-traded Contract: | N/A | |
| (iv) | Exchange: | Multi-exchange Index | |
| (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 any Scheduled Trading Day (the "Index Level") |
|
| (ix) | Valuation Date: | The 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 Index Linked Securities: |
N/A | |
| (xiii) | FX Disruption Event: | N/A | |
| (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 | ||
| 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 | |
| (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 | |||
|---|---|---|---|---|
| 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 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): | New York | ||
| 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 |
||
| 53 | If syndicated, names of Managers: | N/A | ||
| 54 | Details relating to Partly Paid Securities: | N/A | ||
| 55 | Relevant securities codes: | ISIN: XS0806185228 | ||
| Common Code: 080618522 | ||||
| 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 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 Issue | |||
| N/A | ||||
| 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
The performance of the Securities depends on the performance of the EuroStoxx 50 Index (Price Return). Information on the EuroStoxx 50 Index (Price Return) (including past and future performance and volatility) is published on Bloomberg Page: SX5E.
The Issuer does not intend to provide post-issuance information.
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 Names and addresses of additional Paying Agents(s) (if any): N/A Intended to be held in a manner which would allow Eurosystem eligibility: No
11 Offer Information
The Issue Price includes a commission element to be shared with a third party. Further details of the commission element are available upon request.