Barclays PLC — Capital/Financing Update 2012

Oct 25, 2012

Final Terms BARCLAYS

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 Warrant Linked Notes due November 2018 (the "Notes")

Series NX000109384

under the Global Structured Securities Programme

The Securities will be publicly offered in the United Kingdom from and including 25 October 2012 to and including 31 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 25 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:

S&P/ASX 200 Index

The Securities are not sponsored, endorsed, sold or promoted by Standard & Poor's Financial Services LLC ("S&P") or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Securities or any member of the public regarding the advisability of investing in securities generally or in the Securities particularly or the ability of the S&P/ASX 200® (the "S&P Index") to track general stock market performance. S&P's and its third party licensor's only relationship to Barclays Bank PLC (the "Licensee") is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the S&P Index which is determined, composed and calculated by S&P or its third party licensors without regard to Barclays Bank PLC or the Securities. S&P and its third party licensors have no obligation to take the needs of Barclays Bank PLC or the owners of the Securities into consideration in determining, composing or calculating the S&P Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Securities or the timing of the issuance or sale of the Securities or in the determination or calculation of the equation by which the Securities are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Securities.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE S&P INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS. INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO, S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBIECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS. OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES. AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE S&P INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

Standard & Poor's^® and S&P® are trademarks of Standard & Poor's Financial Services LLC, and have been licensed for use by Barclays Bank PLC.

KOSPI 200 Index

The Securities are not sponsored, endorsed, sold or promoted by Korea Stock Exchange ("KRX"). KRX makes no representation or warranty, express or implied, to the owners of the Securities or any member of the public regarding the advisability of investing in securities generally or in the Securities particularly or the ability of the KOSPI and(or) KOSDAQ Indexes to track general stock market performance. KRX's only relationship to the Licensee is the licensing of certain trademarks and trade names of KRX and of the KOSPI and(or) KOSDAQ Indexes which is determined, composed and calculated by KRX without regard to the Licensee or the Securities. KRX has no obligation to take the needs of the Licensee or the owners of the Securities into consideration in determining, composing or calculating the KOSPI and(or) KOSDAQ Indexes. KRX is not responsible for and has not participated in the determination of the prices and amount of the Securities or the timing of the issuance or sale of the Securities or in the determination or calculation of the equation by which the Securities are to be converted into cash. KRX has no obligation or liability in connection with the administration, marketing or trading of the Securities. KRX DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE KOSPI INDEXES OR ANY DATA INCLUDED THEREIN AND KRX SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. KRX MAKES NO WARRANTY, EXPRESS OR IMPLIED. AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE KOSPI INDEXES OR ANY DATA INCLUDED THEREIN. KRX MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE KOSPI INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING. IN NO EVENT SHALL KRX HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES."KOSPI", "KOSPI 200", "KOSDAQ", are trademarks/service marks of the Korea Exchange and have been licensed for use by the Licensee.

Hang Seng Index

THE HANG SENG INDEX (THE "HS INDEX") IS PUBLISHED AND COMPILED BY HANG SENG INDEXES COMPANY LIMITED PURSUANT TO A LICENCE FROM HANG SENG DATA SERVICES LIMITED. THE MARK AND NAME HANG SENG INDEX ARE PROPRIETARY TO HANG SENG DATA SERVICES LIMITED. HANG SENG INDEXES COMPANY LIMITED AND HANG SENG DATA SERVICES LIMITED HAVE AGREED TO THE USE OF, AND REFERENCE TO, THE HS INDEX BY THE LICENSEE IN CONNECTION WITH THE SECURITIES DESCRIBED HEREIN. BUT NEITHER HANG SENG INDEXES COMPANY LIMITED NOR HANG SENG DATA SERVICES LIMITED WARRANTS OR REPRESENTS OR GUARANTEES TO ANY BROKER OR HOLDER OF THE SECURITIES OR ANY OTHER PERSON (I) THE ACCURACY OR COMPLETENESS OF THE HS INDEX AND ITS COMPUTATION OR ANY INFORMATION RELATED THERETO; OR (II) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF THE HS INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT; OR (III) THE RESULTS WHICH MAY BE OBTAINED BY ANY PERSON FROM THE USE OF THE HS INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR REPRESENTATION OR GUARANTEE OF ANY KIND WHATSOEVER RELATING TO THE HS INDEX IS GIVEN OR MAY BE IMPLIED. THE PROCESS AND BASIS OF COMPUTATION AND COMPILATION OF THE HS INDEX AND ANY OF THE RELATED FORMULA OR FORMULAE, CONSTITUENT STOCKS AND FACTORS MAY AT ANY TIME BE CHANGED OR ALTERED BY HANG SENG INDEXES COMPANY LIMITED WITHOUT NOTICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW. NO RESPONSIBILITY OR LIABILITY IS ACCEPTED BY HANG SENG INDEXES COMPANY LIMITED OR HANG SENG DATA SERVICES LIMITED (I) IN RESPECT OF THE USE OF AND/OR REFERENCE TO THE HS INDEX BY BARCLAYS BANK PLC IN CONNECTION WITH THE SECURITIES: OR (II) FOR ANY INACCURACIES, OMISSIONS, MISTAKES OR ERRORS OF HANG SENG INDEXES COMPANY LIMITED IN THE COMPUTATION OF THE HS INDEX; OR (III) FOR ANY INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION USED IN CONNECTION WITH THE COMPUTATION OF THE HS INDEX WHICH IS SUPPLIED BY ANY OTHER PERSON; OR (IV) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY OR INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE SECURITIES OR ANY OTHER PERSON DEALING WITH THE SECURITIES AS A RESULT OF ANY OF THE AFORESAID. AND NO CLAIMS, ACTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HANG SENG INDEXES COMPANY LIMITED AND/OR HANG SENG DATA SERVICES LIMITED IN CONNECTION WITH THE SECURITIES IN ANY MANNER WHATSOEVER BY ANY BROKER, HOLDER OR OTHER PERSON DEALING WITH THE SECURITIES. ANY BROKER, HOLDER OR OTHER PERSON DEALING WITH THE SECURITIES DOES SO THEREFORE IN FULL KNOWLEDGE OF THIS DISCLAIMER AND CAN PLACE NO RELIANCE WHATSOEVER ON HANG SENG INDEXES COMPANY LIMITED AND HANG SENG DATA SERVICES LIMITED. FOR THE AVOIDANCE OF DOUBT, THIS DISCLAIMER DOES NOT CREATE ANY CONTRACTUAL OR QUASI-CONTRACTUAL RELATIONSHIP BETWEEN ANY BROKER, HOLDER OR OTHER PERSON AND HANG SENG INDEXES COMPANY LIMITED AND/OR HANG SENG DATA SERVICES LIMITED AND MUST NOT BE CONSTRUED TO HAVE CREATED SUCH RELATIONSHIP.

MSCI Taiwan Index and MSCI Singapore

THE SECURITIES ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MORGAN STANLEY CAPITAL INTERNATIONAL INC. ("MSCI"), ANY AFFILIATE OF MSCI OR ANY OTHER PARTY INVOLVED IN. OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX. THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY THE LICENSEE. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY REPRESENTATION OR WARRANTY. EXPRESS OR IMPLIED, TO THE OWNERS OF THE SECURITIES OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN FINANCIAL SECURITIES GENERALLY OR IN THE SECURITIES PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED. COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE SECURITIES OR THE ISSUER OR OWNERS OF THE SECURITIES. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUERS OR OWNERS OF THE SECURITIES INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NEITHER MSCI, ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE SECURITIES TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SECURITIES ARE REDEEMABLE FOR CASH. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO. THE MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION OR LIABILITY TO THE OWNERS OF THE SECURITIES IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THE SECURITIES.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, THE LICENSEE'S CUSTOMERS OR COUNTERPARTIES. ISSUERS OF THE FINANCIAL SECURITIES. OWNERS OF THE FINANCIAL SECURITIES, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCL INDEX OR ANY DATA INCLUDED THEREIN.

FURTHER, NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND MSCI, ANY OF ITS AFFILIATES AND ANY OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO ANY MSCLINDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI, ANY OF ITS AFFILIATES OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX HAVE ANY LIABILITY FOR ANY DIRECT. INDIRECT. SPECIAL. PUNITIVE. CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES

No purchaser, seller or holder of this security, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote the Securities without first contacting MSCI to determine whether MSCI's permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

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
Italian Securities Agent	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.

1	Series:		NX000109384
2	Currency:		Pound Sterling ("GBP")
3	Notes:		Applicable
	(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 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:	Applicable
4	Certificates:		N/A
5	Form:
	(i)	Global/Definitive/Uncertificated and dematerialised:	Global Bearer Securities: Permanent Global Security
	(ii)	NGN Form:	Applicable
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:	N/A
	(v)	CDI s :	N/A
6	Trade Date:		18 October 2012
7	Issue Date:		25 October 2012
8		Redemption Date:	7 November 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:		Warrant Linked Securities 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	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
25	Settlement Method:		For the purposes of Conditions 5.1 and 5.4 of the Base Conditions:
				Cash Settlement
26		Settlement Currency:	GBP
27		Settlement Number:							As defined in Condition 24 of the Base Conditions
28 Securities:		Terms relating to Cash Settled
	(i)	Final Cash Settlement Amount:		Annex					As defined in the Warrant Linked Securities
	(ii)	Early Cash Settlement Amount:		Annex					As defined in the Warrant Linked Securities
	(iii)	Early Cash Redemption Date:	N/A
	(iv)	Early Cash Settlement Date:		Annex					As defined in the Warrant Linked Securities
	(v)	Early Cash Settlement Valuation Date:		Annex					As defined in the Warrant Linked Securities
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		Warrant Linked Securities		Applicable
	(i)	Underlying Warrants:							(a) One Warrant linked to a basket of indices

			issued by Barclays Bank PLC (ISIN: GB00B8MNJJ49, Series number: NX000109385); and (b) One Warrant linked to a basket of indices by Barclays Bank PLC issued (ISIN: GB00B8MNJK53, Series number: NX000109386).
	(ii)	Initial Valuation Date:	The Issue Date for the first tranche of the Notes
	(iii)	Valuation Date:	31 October 2018
	(iv)	Valuation Time:	As defined in the Warrant Linked Securities Annex
Items 37-44			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):	N/A
49		Non-US Selling Restrictions:	As described in the Base Prospectus
50	Applicable TEFRA exemption:		N/A
51	Business Day Convention:		Following
52	Relevant Clearing Systems:		Euroclear
			Clearstream
53	If syndicated, names and addresses of Managers and underwriting commitments:		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: XS0806205513
			Common Code: 080620551
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:		If the determination of a price or level used to calculate any amount payable or deliverable on any payment or settlement date is delayed or

postponed pursuant to the terms and conditions of the Securities, payment or settlement will

11184114v2

occur on the later of either (i) the scheduled payment or settlement date or (ii) the fifth Business Day following the date on which such price or level is determined. No additional amounts shall be payable or deliverable by the Issuer because of such postponement.

Part B

Other Information

$\mathbf{1}$ 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 with effect from the Issue Date.
(iii)	Estimate of total expenses related to admission to trading:	N/A
Ratings
Ratings:		The Securities have not been individually rated.
Notification
N/A

Interests of Natural and Legal Persons involved in the Offer $\overline{4}$

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.

$5₅$ 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: $N/A$

Fixed Rate Securities Only - Yield 6

Indication of yield: $N/A$

$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates

$N/A$

$\overline{2}$

$\overline{3}$

8 Performance of the Underlying Warrants, Explanation of Effect on Value of Investment and Associated Risks and Other Information Concerning the Underlying Warrants

The Securities relate to the Underlying Warrants. The Underlying Warrants are (a) one Warrant linked to a basket of indices issued by Barclays Bank PLC (ISIN: GB00B8MNJJ49, Series number: NX000109385) and (b) one Warrant linked to a basket of indices issued by Barclays Bank PLC (ISIN: GB00B8MNJK53, Series number: NX000109386).

The price of the Underlying Warrants will be published on each Business Day on www.barxis.com.

The performance of the Underlying Warrants depends on the performance of the reference assets to which each Underlying Warrant is linked (the "Underlying Warrant Reference Assets"). The Underlying Warrant Reference Assets for each Underlying Warrant are the S&P/ASX 200 Index, the KOPSI Index, the Hang Seng Index, the MSCI Taiwan Index and the MSCI Singapore Index. Information on the Underlying Warrant Reference Assets (including past and future performance and volatility) is published on Reuters. Investors should review the terms and conditions of the Underlying Warrants and consult with their own professional advisers if they consider it necessary.

The Issuer does not intend to provide post-issuance information.

$\mathbf{9}$ 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 allow Eurosystem eligibility:	N/A

10 Offer Information

Offer Price:	Issue Price
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 a 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 25 October 2012 to and including 31 October 2012 (the "Offer Period"). Applications for the Securities can be made in the Public Offer Jurisdiction through the Distributor

Details of the minimum and/or maximum amount of application:

Description possibility reduce $\sigma$ f $to$ subscriptions and manner for refunding excess amount paid by applicants:

Details of method and time limits for paying 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 preemption, 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:

Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

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 the 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.

$N/A$

$N/A$

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.

$N/A$

Any distributor and independent financial advisors to be determined from time to time (the "Distributor")