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Barclays PLC — Capital/Financing Update 2012
Nov 15, 2012
5250_rns_2012-11-15_aba43304-3fa1-42c1-aaed-b526b746b97c.pdf
Capital/Financing Update
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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 15,000,000 Warrant Linked Notes due November 2018 (the "Notes")
Series NX000108703
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 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 16 November 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 disclaimers:
FTSE 100 Index
The Security is not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor the Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE 100 Index and/or the figure at which such index stands at any particular time on any particular day or otherwise. The FTSE 100 Index is compiled and calculated by FTSE. However, neither FTSE nor the Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the FTSE 100 Index and neither FTSE or the Exchange or FT shall be under any obligation to advise any person of any error therein.
"FTSE®", "FT-SE®" and "Footsie®" are trade marks of the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under licence. "All-World", "All-Share" and "All-Small" are trade marks of FTSE International Limited.
Euro Stoxx 50 Price Return
The Euro Stoxx 50 Price Return Index and the trademarks used in the index name are the intellectual property of STOXX Limited, Zurich, Switzerland and/or its licensors. The Euro Stoxx 50 Price Return Index is used under license from STOXX. The Security based on the Euro Stoxx 50 Price Return Index is in no way sponsored, endorsed, sold or promoted by STOXX and/or its licensors and neither STOXX nor its licensors shall have any liability with respect thereto.
S&P 500 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 500 Index to track general stock market performance. S&P's and its third party licensor's only relationship to Barclays Bank PLC is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the S&P 500 Index which is determined, composed and calculated by S&P or its third party licensors without regard to the Issuer or the Securities. S&P and its third party licensors have no obligation to take the needs of the Issuer or the owners of the Securities into consideration in determining, composing or calculating the 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
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: | NX000108703 | |
|---|---|---|---|
| 2 | Currency: | Pound Sterling ("GBP") | |
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
GBP 15,000,000 | |
| (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 | Global Bearer Securities: | |
| and 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: | 28 September 2012 | |
| 7 | Issue Date: | 16 November 2012 | |
| 8 | Redemption Date: | The later of: | |
| (a) 16 November 2018; and | |||
| (b) 5 Business Days immediately following the Valuation Date. |
|||
| 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 | Terms relating to Cash Settled Securities: |
||||
| (i) | Final Cash Settlement Amount: | As defined in the Warrant Linked Securities Annex |
|||
| (ii) | Early Cash Settlement Amount: | As defined in the Warrant Linked Securities Annex |
|||
| (iii) | Early Cash Redemption Date: | N/A | |||
| (iv) | Early Cash Settlement Date: | As defined in the Warrant Linked Securities Annex |
|||
| (v) | Early Cash Settlement Valuation Date: |
As defined in the Warrant Linked Securities Annex |
|||
| 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 | Warrant Linked Securities | Applicable |
| (i) | Underlying Warrant: | Warrant linked to the FTSE 100 Index, the Euro Stoxx 50 Price Return Index and S&P 500 Index issued by Barclays Bank PLC (ISIN: GB00B8MNJX82; Series number: NX000108704) |
|
|---|---|---|---|
| (ii) | Initial Valuation Date: | The Issue Date for the first tranche of the Notes | |
| (iii) | Valuation Date: | 9 November 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: XS0806175187 | |
| Common Code: 080617518 | |||
| 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 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 the Underlying Warrant, Explanation of Effect on Value of Investment and Associated Risks and Other Information Concerning the Underlying Warrant
The Securities relate to the Underlying Warrant. The Underlying Warrant is 1 warrant linked to the FTSE 100 Index, the Euro Stoxx 50 Price Return Index and the S&P 500 Index issued by Barclays Bank PLC (ISIN: GB00B8MNJX82; Series number: NX000108704).
The price of the Underlying Warrant will be published on each Business Day on www.barxis.com.
The performance of the Underlying Warrant depends on the performance of (i) the FTSE 100 Index as calculated and sponsored by FTSE International Limited, (ii) the Euro Stoxx 50 Price Return Index as calculated and sponsored by STOXX Limited, and (iii) the S&P 500 Index as calculated and sponsored by Standard & Poor's Financial Services LLC. Information on the FTSE 100 Index (including past and future performance and volatility) is published on Reuters page: .FTSE. Information on the Euro Stoxx 50 Price Return Index (including past and future performance and volatility) is published on Reuters page: .STOXX50E. Information on the S&P 500 Index (including past and future performance and volatility) is published on Reuters page: .SPX. Investors should note that historical performance should not be taken as an indication of future performance.
The product is issued as 6 year Notes denominated in GBP and aims to track the performance of the Underlying Warrant. If the Underlying Warrant has not terminated early, the amount payable on redemption of the Notes is determined by reference to the value of the Underlying Warrant on the Valuation Date of the Notes relative to the value of the Underlying Warrant on the Issue Date of the Notes. Capital is at risk and you may not receive back your invested amount.
The Issuer does not intend to provide post-issuance information.
9 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: |
N/A | |
| 10 | Offer Information | |
| Offer Price: | Issue Price | |
| The issue price of the reference asset (the "Reference Asset Issue Price") includes a commission element shared with a third party, which will be no more than 5.50 per cent. of the Reference Asset Issue Price. Further details of the commission element are available upon request. |
||
| 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 the 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 9 October 2012 to and including 9 November 2012 (the "Offer Period"). Applications for the Securities can be made in the Public Offer Jurisdiction through the Distributor in the Public Offer Jurisdiction 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.
Details of the minimum and/or maximum amount of application:
Description of possibility to reduce 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:
The minimum and maximum amount of application from the Distributor will be notified to investors by the Distributor.
Subscription orders may be reduced in 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.
Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
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
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:
Meteor Asset Management (the "Distributor") 55 King William Street London EC4R 9AD United Kingdom