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Barclays PLC — Capital/Financing Update 2012
Nov 1, 2012
5250_rns_2012-11-01_c2166fbc-6547-4915-8a4f-44967cdbc1a2.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
1,100,000 Equity Linked Certificates due November 2017 (the "Certificates")
Series NX000109524
under the Global Structured Securities Programme
Issue Price: USD 25.375 per Certificate
This document constitutes the final terms of the Certificates (the "Final Terms") described herein for the purposes of Article 5.4 of the Directive 2003/71/EC 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 (the "Base Prospectus"), which constitutes a base prospectus for the purpose of the Directive 2003/71/EC. 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 31 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 |
| 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: | NX000109524 | |
|---|---|---|---|---|
| (ii) | Tranche: | 1 | ||
| 2 | Currency: | United States dollar ("USD") | ||
| 3 | Notes: | N/A | ||
| 4 | Certificates: | Applicable | ||
| (i) | Number of Certificates: | 1,100,000 | ||
| (ii) | Minimum Tradable Amount: | N/A | ||
| (iii) | Calculation Amount per Certificate | 1 Certificate | ||
| as at the Issue Date: | For the avoidance of doubt, references to "Calculation Amount per Security" in the Conditions and these Final Terms shall mean "1 Certificate". |
|||
| 5 | Form: | Global Bearer Securities: | ||
| Permanent Global Security | ||||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
N/A | ||
| (ii) | NGN Form: | N/A | ||
| (iii) | Held under the NSS: | N/A | ||
| (iv) | CGN Form: | Applicable | ||
| (v) | CDI s : | N/A | ||
| 6 | Trade Date: | 5 October 2012 | ||
| 7 | Issue Date: | 31 October 2012 | ||
| 8 | Redemption Date: | The date that is five Business Days after (i) the Valuation Date, or (ii) if the proviso to the definition of "Settlement Price" applies, the last Scheduled Trading Day in the Valuation Period. |
||
| Where: | ||||
| "Settlement Price" and "Valuation Period" have the meaning set out in paragraph 28(i) below. |
||||
| 9 | Issue Price: | USD 25.375 per Security | ||
| 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: | 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 | Fall back 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: | (i) For the purposes of Condition 5.1 of the Base Conditions: |
| Cash Settlement | ||
| (ii) For the purposes of Condition 5.3 of the Base Conditions: |
||
| Cash Settlement | ||
| 26 | Settlement Currency: | USD |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions |
| 28 | Terms relating to Cash Settled Securities: | |
| Final Cash Settlement Amount: (i) |
On the Redemption Date, the Issuer will pay to each Securityholder in relation to each Calculation Amount an amount calculated by the Determination Agent in accordance with the following formula: |
|
| (A x Settlement Price / B) - D | ||
| "A" means 99.5 per cent. | ||
| "В" means the Exchange Rate on the Valuation Date or, if the proviso to the definition of "Settlement Price" applies, the final Scheduled Trading Day of the relevant |
"D" means the Local Jurisdiction Taxes and Expenses (if any) pertaining to such Security.
Valuation Period.
| Agent equal to the volume weighted average price that would be realised by the Issuer or any of its Affiliates, acting in a commercially reasonable manner, in terminating or liquidating the relevant Hedge Positions in such numbers and at such times on the Valuation Date as the Issuer and/or any of its Affiliates in its commercially reasonable judgement determines to be appropriate, Provided That, the Issuer and/or any of its Affiliates shall have the discretion not to terminate or liquidate all or any of the Hedge Positions on the Valuation Date (if such day is Day or for Disrupted any other a commercially reasonable reason) and those Hedge Positions not terminated or liquidated on the Valuation Date shall be terminated or liquidated as soon thereafter as the Issuer and/or any of its Affiliates determines in its commercially reasonable judgement to be appropriate and the prices at which such Hedge Positions are terminated or liquidated shall be included in such calculation of the volume weighted average price of the Hedge Positions for the purposes of calculating the Settlement Price. The period of Scheduled Days from and including Trading the Valuation Date to the Exchange Business Day on which all the relevant Hedge Positions have been terminated or liquidated shall be the "Valuation Period". |
|||
|---|---|---|---|
| (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: | Applicable | |
| (i) | Nominal Call Threshold Amount: | As defined in Condition 24 of the Base Conditions |
|
| (ii) | Nominal Call Threshold Percentage: |
As defined in Condition 24 of the Base Conditions |
|
| L | |||
"Settlement Price" means the effective price per Share determined by the Determination
| (a) | Optional Cash Settlement Amount: |
Conditions | As defined in Condition 24 of the Base | |||||
|---|---|---|---|---|---|---|---|---|
| (b) | Optional Cash Redemption Date: |
Conditions | As defined in Condition 24 of the Base | |||||
| (iv) | Physically Delivered Securities: | N/A | ||||||
| (v) | Issuer Notice Period Number: | 1 Business Day | ||||||
| 31 | Call Option: | Applicable | ||||||
| (i) | Cash Settled Securities: | |||||||
| (a) | Optional Cash Settlement Amount: |
Conditions | As defined in Condition 24 of the Base | |||||
| (b) | Optional Cash Redemption Date: |
Conditions | As defined in Condition 24 of the Base | |||||
| (ii) | Physically Delivered Securities: | N/A | ||||||
| (iii) | Issuer Option Exercise Date(s): | Conditions | As defined in Condition 24 of the Base | |||||
| (iv) | Issuer Option Exercise Period: | the Redemption Date | The period from and including the Issue Date to but excluding the Business Day preceding |
|||||
| (v) | Issuer Notice Period Number: | 1 Business Day | ||||||
| 32 | Put Option: | N/A | ||||||
| 33 | Specified Early Redemption Event: | N/A | ||||||
| 34 | Requirements: | Maximum and Minimum Redemption | N/A | |||||
| 35 | Annex: | Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant |
||||||
| (i) | Affected Jurisdiction Hedging Disruption: |
Applicable | ||||||
| (ii) | Affected Jurisdiction Increased Cost of Hedging: |
Applicable | ||||||
| (iii) | Affected Jurisdiction: | Republic of Korea | ||||||
| (iv) | Other Additional Disruption Events: | N/A | ||||||
| (v) | The following shall not constitute Additional Disruption Events: |
Hedging | Hedging Disruption and Increased Cost of | |||||
| 36 | Share Linked Securities: | Applicable | ||||||
| (i) | Share(s) (each a "Reference Asset"): | Korea Electric Power | Equity shares of par value KRW 5,000 each of |
| Where: | |||
|---|---|---|---|
| "KRW" means Korean Won | |||
| (ii) | Exchange: | Korea Exchange | |
| (iii) | Related Exchanges: | All Exchanges | |
| (iv) | Exchange Rate: | In respect of a calendar day, the applicable rate of exchange for conversion of any amount into the Settlement Currency as determined by the Determination Agent. |
|
| (v) | Assets: | Weighting for each Reference Asset comprising the Basket of Reference |
N/A |
| (vi) | Initial Price of each Reference Asset: | N/A | |
| (vii) | Number of Shares: | N/A | |
| (viii) | Substitution of Shares: | N/A | |
| (ix) | Valuation Date: | 31 October 2017 (the "Original Valuation Date") or if the Issuer gives notice to the Securityholders not less than 5 calendar days prior to the Original Valuation Date, 31 October 2019. |
|
| (x) | Valuation Time: | As defined in the Equity Linked Annex | |
| (xi) | Averaging: | N/A | |
| (xii) | Additional Disruption Event in | Insolvency Filing | |
| respect of Share Linked Securities: | Foreign Ownership Event | ||
| (xiii) | FX Disruption Event: | Applicable | |
| (a) | Specified Currency: | Korean Won | |
| (b) | Specified Jurisdiction: | Republic of Korea | |
| (xiv) | Event: | FX Inbound Valuation Disruption | Applicable |
| (a) | Specified Currency: | Korean Won | |
| (b) | Specified Jurisdiction: | Republic of Korea | |
| (xv) | Issue Provisions: | Market Access Dividend and Rights | Applicable |
| (xvi) | Dividend Exchange Rate: | Exchange Rate | |
| (xvii) | ODI Early Redemption Event: | N/A | |
| (xviii) | FINI Early Redemption Event: | N/A | |
| (xix) | Expenses: | Local Jurisdiction Taxes and | Applicable |
| (xx) | 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 | Barclays Commodity Index Linked (a) 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 | Proprietary Index Linked Securities: | N/A |
| 44 | Bond Linked Securities: | N/A |
| 45 | Fund Linked Securities: | N/A |
| 46 | Settlement in respect of VP Notes, APK Securities, Dutch Securities, Registered Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
N/A |
| 47 | Additional provisions relating to Taxes and N/A Settlement Expenses: |
|
| 48 | Business Day: | As defined in Condition 24 of the Base Conditions |
| 49 | Additional Business Centre(s): | Hong Kong and Seoul |
| 50 | Non-US Selling Restrictions: | In addition to those described in the Base Prospectus: |
| Republic of Korea: | ||
| The Certificates have not been and will not be registered under the Financial Investment Services and Capital Markets Act of the Republic of Korea and the Certificates may not be offered, delivered or sold directly or |
lic of Korea:
rtificates have not been and will not be red under the Financial Investment s and Capital Markets Act of the ic of Korea and the Certificates may not ered, delivered or sold directly or indirectly in Korea or to any resident of Korea (as defined under the Foreign Exchange Transactions Law of Korea and the regulations
thereunder) or to others for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea. Furthermore, a holder of Certificates is prohibited from offering, delivering or selling any Certificates, directly or indirectly, in Korea or to any Korean resident.
| 51 | Applicable TEFRA exemption: | N/A | |
|---|---|---|---|
| 52 | Business Day Convention: | Modified Following | |
| 53 | Relevant Clearing Systems: | Euroclear | |
| Clearstream | |||
| 54 | If syndicated, names and addresses of Managers and underwriting commitments: |
N/A | |
| 55 | (a) | Details relating to Partly Paid Securities: |
N/A |
| (b) | Details relating to Instalment Notes: | ||
| 56 | Relevant securities codes: | ISIN: XS0833306862 | |
| Common Code: 083330686 | |||
| 57 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A | |
| 58 | 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 |
Interests of Natural and Legal Persons involved in the Issue $\overline{4}$
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.
$\overline{5}$ Reasons for the Offer, Estimated Net Proceeds and Total Expenses
- Reasons for the offer: General Funding $(i)$
- $(ii)$ Estimated net proceeds: $N/A$
- $(iii)$ Estimated total expenses: $N/A$
Fixed Rate Securities Only - Yield 6
$N/A$
$\mathbf{1}$
$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates
$N/A$
PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT ON 8 VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING
The Securities are linked to equity shares of Korea Electric Power Corp (the "Shares"). Information on the Shares (including past and future performance and volatility) is available on Reuters or Bloomberg.
The Issuer does not intend to provide post-issuance information.
PERFORMANCE OF RATE OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF 9 INVESTMENT
$N/A$
10 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 Agents $(s)$ (if any): |
N/A |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
No |
11 Offer Information
$N/A$