Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Barclays PLC Capital/Financing Update 2012

Nov 20, 2012

5250_rns_2012-11-20_ee49e011-fc08-4add-a346-de55f475faea.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

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

Up to EUR [20,000,000] Equity Linked Notes due November 2017 (the "Notes")

Series NX000107285

under the Global Structured Securities Programme

The Securities will be publicly offered in Finland from and including 24 September 2012 to and including 24 October 2012).

Issue Price: 110 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 24 September 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 lune 2012.

Issuer: Barclays Bank PLC
Guarantor: N/A
Manager: Barclays Bank PLC
Determination Agent: Barclays Bank PLC
Issue and Paying Agent: Skandinaviska Enskilda Banken AB (publ) (the "APK Issue
and Paying Agent")
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" 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 ADEOUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS OR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

These Securities are APK Registered Securities. Securityholders should refer to the provisions of the Finnish Securities Annex of the Base Prospectus which shall apply to the Securities.

$\mathbf{1}$ Series: NX000107285
2 Currency: Euro ("EUR")
3 Notes: Applicable
Aggregate Nominal Amount as at
(i)
the Issue Date:
Up to EUR [20,000,000]
(ii) Specified Denomination: EUR 1,000
(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:
N/A
4 Certificates: N/A
5 Form:
Global/Definitive/Uncertificated
(i)
and dematerialised:
uncertificated
The
Securities
in
are
and
dematerialised book-entry form
(ii) NGN Form: N/A
(iii) Held under the NSS: N/A
(iv) CGN Form: N/A
$(v)$ CDIs: N/A
6 Trade Date: 2 November 2012
7 Issue Date: 9 November 2012
8 Redemption Date: 16 November 2017
9 Issue Price: 110 per cent. of the Aggregate Nominal Amount
10 Relevant Stock Exchange: NASDAQ OMX Helsinki
11 The following Relevant Annex(es) shall Equity Linked Annex
apply to the Securities: Finnish 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 Condition 5.1 of the Base
Conditions:
Cash Settlement
26 Settlement Currency: EUR
27 Settlement Number: As defined in Condition 24 of the Base Conditions
28 Terms relating to Cash Settled
Securities:
Final Cash Settlement Amount:
(i)
Cash Settlement Amount
The .
Final
shall
be
determined
in accordance with the
following
formula:
Calculation
Calculation
Amount
$+$
Max[0,BasketReturn]
Multiplier
Amount x
FX
Participation
$\mathbf{X}$
X
Where:
"Average In Date" means each date specified as such
in $36(xi)(a)$ .

"Average Out Date" means each date specified as such in $36(xi)(a)$ .

"BasketReturn" is calculated as follows:

$$
\left(\frac{1}{12}x4x30\% + \frac{1}{12}\sum_{i=5}^{12} Ranked\,\,Performance(i)\right)
$$

"(i)" means, in relation to the Ranked Performance (i)" of each Share(k), an integer from 1 to 12, with $i=1$ being the Share with the highest Performance(k) and i=12 being the Share with the lowest Performance(k).

"CET" means Central European Time.

"EURUSDFINA" means the USD per EUR currency rate as quoted on Reuters page ECB 37 at 14:15 CET with 4 decimals on the Business Day following the Final Valuation Date (or if such rate does not appear on Reuters page ECB37 at 14:15 CET on such day then the rate will be determined by the Determination Agent in its sole discretion).

"EURUSDINITIAL" means the USD per EUR currency rate as quoted on Reuters page ECB 37 at 14:15 CET with 4 decimals on the Business Day preceding the first Average In Date (or if such rate does not appear on Reuters page ECB37 at 14:15 CET on such day then the rate will be determined by the Determination Agent in its sole discretion),

"Final Valuation Date" means 2 November 2017.

"FX Multiplier" means an amount Calculated s follows:

EURUSD FINAL
EURUSD INITIAL

"Participation" means [170] per cent. as determined by the Determination Agent on the Trade Date.

"Performance(k)" is calculated for each Share(k) in accordance with the following formula:

ShareFINAL(k) $-1$ ShareINITIAL(k)

"Ranked Performance (i)" is calculated as follows:

\frac{\text{ShareFINAL(i)}}{1} - 1Share INITIAL(i)

"ShareFINAL(i)" means the arithmetic average of the Share Price for a Share(i) on each of the Averaging Out Dates.

"ShareFINAL(k)" means the arithmetic average of the Share Price for a Share(k) on each of the Averaging Out Dates.

"ShareINITIAL(i)" means the arithmetic average of the Share Price for a Share(i) on each of the Averaging In Dates.

"ShareINITIAL(k)" means the arithmetic average of the Share Price for a Share(k) on each of the Averaging In Dates.

"Share Price" means, in respect of each Share(k), the price of such Share(k) as at the Valuation Time on any Scheduled Trading Day.

"USD" means United States Dollar.

As defined in Condition 24 of the Base Conditions

As defined in Condition 24 of the Base Conditions

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: Applicable
Share(s) (each a "Reference Asset"):
(i)
Each Share(k) as described in the Schedule (together
the "Basket of Shares")
Exchanges:
(ii)
In respect of each Share(k), as set out in the Schedule

(ii) Early Cash Settlement Amount:

(iii) Early Cash Redemption Date:

(iii) Related Exchanges: In respect of each Share(k), All Exchanges
(iv) Exchange Rates: N/A
(v) Weighting for each Reference Asset
comprising the Basket of Reference
Assets:
In respect of each Share(k), as set out in the Schedule
(vi) Initial Price of each Reference Asset: In respect of each Share(k), the Share Price on the
Strike Date, as set out in the Schedule
Where:
"Strike Date" means 2 November 2012
Number of Shares:
(vii)
N/A
(viii) Substitution of Shares: Substitution of Shares - standard is applicable
(ix) Valuation Date: The Strike Date and the Final Valuation Date
(x) Valuation Time: As defined in the Equity Linked Annex
(xi) Averaging: Applicable
Averaging Dates:
(a)
2 November 2012, 3 December 2012, 2 January 2013
and 4 February 2013 (the "Average In Dates")
2 November 2016, 2 December 2016, 2 January 2017,
2 February 2017, 2 March 2017, 3 April 2017, 2 May
2017, 2 June 2017, 3 July 2017, 2 August 2017, 4
September 2017, 2 October 2017 and the Final
Valuation Date (the "Average Out Dates")
(b) Consequence of an Averaging Date
being a Disrupted Day:
Modified Postponement
Additional Disruption Event in
(xii)
respect of Share Linked
Securities:
Insolvency Filing
(xiii) FX Disruption Event: N/A
FX Inbound Valuation
(xiv)
Disruption Event:
N/A
Market Access Dividend and
(xv)
Rights Issue Provisions:
N/A
(xvi)
Dividend Exchange Rate:
N/A
(xvii)
ODI Early Redemption Event:
N/A
(xviii)
FINI Early Redemption Event:
N/A
(xix)
Local Jurisdiction Taxes and
Expenses:
N/A
Other adjustments:
(xx)
N/A
37 Index Linked Securities (Equity indices
only):
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 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 For so long
Registered Securities, Dutch Securities, APK Regis
Registered Securities, VPS form of se
Swedish
Registered
Securities
or
Securities:
Spanish of interest)
46 Additional provisions relating to Taxes
and Settlement Expenses:
N/A
47 Business Day: As defined
48 Additional Business Centre(s): Helsinki
49 Non-US Selling Restrictions: Investors a
relevant ju
be sold as :
In addition
no action

g as it is a requirement of the EFi Rules, the stered Securities may not provide for any ttlement (including in respect of payment other than payment in cash.

in Condition 24 of the Base Conditions

are bound by the selling restrictions of the irisdiction(s) in which the Securities are to set out in the Base Prospectus.

to those described in the Base Prospectus, has been made or will be taken by the Issuer that would permit a public offering of the Securities or possession or distribution of any offering material in relation to the Securities in any jurisdiction where action for that purpose is required

save for Finland. Each purchaser or distributor of the Securities represents and agrees that it will not purchase, offer, sell, re-sell or deliver the Securities or, have in its possession or distribute, the Base Prospectus, any other offering material or these Final Terms, in any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in a manner that will not impose any obligation on the Issuer or Manager (as the case may be) and the Determination Agent. $N/A$ 50 Applicable TEFRA exemption: General Business Day Convention: Modified Following 51 52 Relevant Clearing Systems: Furoclear Finland $N/A$ 53 If syndicated, names of Managers: Details relating to Partly Paid $N/A$ 54 (a) Securities: Details relating to Instalment $N/A$ $(b)$

ISIN: FI4000048434

$N/A$

56 Modifications $t_0$ the Master

Notes: 55 Relevant securities codes:

Subscription Agreement and/or Agency Agreement:

57 Additional Conditions $and/or$ modification to the Conditions of the Securities:

For the avoidance of doubt in relation to a delay or postponement of payments and settlement:

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 occur on the later of either (i) the scheduled payment or settlement date or (ii) the second 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: Helsinki
(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 NASDAQ OMX
Helsinki on or around the Issue Date.
(iii) Estimate of total expenses related to
admission to trading:
N/A

$\overline{2}$ Ratings

Ratings:

The Securities have not been individually rated.

$\overline{3}$ Notification

The Financial Services Authority has provided the Rahoitustarkastus with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

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.

$51$ 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

$N/A$

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

$N/A$

Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of 8 Investment and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying

Past performance and volatility of each Share(k) can be obtained on the relevant Bloomberg Code as set out in the Schedule.

Investors should note that historical performance should not be taken as an indication of future performance.

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

$\overline{9}$ Performance of Rate of Exchange and Explanation of Effect on Value of Investment

$N/A$

10 Performance of Rates of Exchange and Explanation of Effect on Value of Investment

$N/A$

11 Operational Information

Any clearing system(s) other than Euroclear Finland Ltd, identification
Euroclear
number:
Bank S.A./N.V. and Clearstream Banking, FI0003030700. The Issuer shall be entitled to obtain
société anonyme (together with their information from the register maintained by
addresses) and the relevant identification Euroclear Finland Ltd for the purposes of performing
$number(s)$ : its obligations under the issue of the Securities.
Delivery: Delivery against payment
Names and addresses of additional Paying Skandinaviska Enskilda Banken AB (publ), acting
Agents $(s)$ (if any): through it's division SEB Merchant Banking, Custody
Services in Helsinki
Attention: SEB Merchant Banking, Custody Services
P.O.Box 630,
FI-00101 Helsinki
Finland
Fax: +358 9 616 28095
Blasieholmstorg12
SE-106 70 Stockholm
Sweden
Intended to be held in a manner which would
allow Eurosystem eligibility:
N 0

12 Offer Information

(i) Offer Price:

EUR 1,100 per Security

Offer Period

An offer of the Securities may be made by the Distributor other than pursuant to Article 3(2) of the Prospectus Directive in Finland (the "Public Offer Jurisdiction") during the period from and including 24 September 2012 to and including 24 October 2012 (the Offer Period).

Third Party Fees

The Issue Price includes a commission element shared with a third party, which will be no more than [1] per cent. per annum of the Issue Price. Further details of the commission element are available upon request.

(ii) Conditions to which the offer is subject:

Offers of the Securities made prior to the Issue Date are conditional on their issue. There is no preidentified allotment criteria. The Manager will adopt allotment criteria that ensures equal treatment of prospective investors. All of the Securities requested through the Distributor during the Offer Period will be assigned up to the maximum amount of the offer. A prospective investor will, on the Issue Date, receive 100 per cent. of the amount of Securities allocated to it during the Offer Period.

The Issuer reserves the right to withdraw the offer of the Securities prior to the Issue Date, if, due to the market conditions on the Trade Date, it is not commercially viable for Participation to reach 160 per cent. or the proposed Aggregate Nominal Amount of Securities on the Issue Date is less than EUR 2,000,000.

Following the 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.

(iii) Description of the application process: Applications for the Securities can be made in the Public Offer Jurisdiction through the Distributor during the Offer Period. Distribution will be in accordance with the Distributor's usual procedures and notified to investors by the Distributor.

  • (iv) Details of the minimum and/or maximum amount of application:
  • (v) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
  • (vi) Details of method and time limits for paying up and delivering the Securities:

  • (vii) Manner in and date on which results of the offer are to be made public:

  • (viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
  • (ix) Categories of prospective investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:
  • (x) Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
  • (xi) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

The minimum amount of application per investor will be EUR 3,000 in nominal amount of the Securities.

$N/A$

The total payment of the Offer Price of the Securities must occur on 6 November 2012 to the Distributor in accordance with the Distributor's usual procedures.

The Securities will be made available on a delivery after payment basis on or around the Issue Date: The Issuer estimates that the Securities will be delivered through the Distributor, subsequent to payment of the Offer Price, to prospective Securityholders in deposit accounts held, directly or indirectly, Euroclear Finland Ltd.

Results of the offer will be made public via the Distributor within 5 Business Days after the end of the Offer Period.

$N/A$

Offers may be made through the Distributor in the Public Offer Jurisdiction to any person. Offers (if any) in other EEA countries will only be made through the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.

Applicants will be notified directly by the Distributor of the success of their application. No dealings in the Securities may take place prior to the Issue Date.

Apart from the Offer Price, the Issuer is not aware of any expenses and taxes specifically charged to the subscriber or purchaser.

Prior to making any investment decision, investors

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

should seek professional independent advice as they seem necessary.

FIM Bank Ltd (the "Distributor") Pohjoisesplanadi 33 A FI-00100 Helsinki Finland

Schedule

$\mathbf k$ Share Exchange Bloomberg Weighting Initial Share
code $("W_i")$ Price
[TBD on the
Strike Date]
$\mathbf{1}$ IBM New York
Stock
Exchange
IBM UP 1/12
$\overline{2}$ The Coca-Cola
Company
New York
Stock
Exchange
KO UP 1/12
3 McDonald's
Corporation
New York
Stock
Exchange
MCD UP 1/12
$\overline{4}$ 3M Co New York
Stock
Exchange
MMM UP 1/12
5 H.J. Heinz
Company
New York
Stock
Exchange
HNZ UP 1/12
6 Microsoft
Corporation
New York
Stock
Exchange
MSFT UP 1/12
$\overline{7}$ United Parcel
Services Inc
New York
Stock
Exchange
UPS UP 1/12
8 Exxon Mobil
Corporation
New York
Stock
Exchange
XOM UP 1/12
9 Procter &
Gamble
Company
New York
Stock
Exchange
PG UP 1/12
10 Wal-Mart
Stores Inc
New York
Stock
Exchange
WMT UP 1/12
11 Johnson &
Johnson
New York
Stock
Exchange
JNJ UP 1/12
12 Kraft Foods Inc New York
Stock
KFT UP 1/12
-
-- -- --- -- -- --