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Barclays PLC — Capital/Financing Update 2012
Nov 28, 2012
5250_rns_2012-11-28_7f9e5092-ab0f-40e7-8962-30893bc2ee6d.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 3,470,000 Autocallable Notes due November 2017
under the Global Structured Securities Programme
Issue Price: 100.00% of par
This document constitutes the final terms of the Securities (the "Final Terms") described herein forthe 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 forthe 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 28 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. 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 followingterms 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 Agent: | 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 ACTOF 1933, AS AMENDED (THE "SECURITIES ACT"). SUBJECT TOCERTAIN 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 TONON-US PERSONS IN RELIANCEON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTIONOF THESE AND CERTAIN FURTHER RESTRICTIONSONOFFERS AND SALESOF THE SECURITIES AND DISTRIBUTION OF THESE FINAL TERMS AND THE BASE PROSPECTUS AND THE SUPPLEMENTAL PROSPECTUS SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.
| 1 | (i) | Series: | NX00110363 |
|---|---|---|---|
| (ii) | Tranche: | 1 | |
| 2 | Currency: | Euro ("EUR") (the "Issue Currency") | |
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
EUR 3,470,000 | |
| (ii) | Specified Denomination: | EUR 1,000 | |
| (iii) | Minimum Tradable Amount: | EUR 1,000 (and EUR 1,000 thereafter) | |
| (iv) | Calculation Amount per Security as at the Issue Date: |
EUR 1,000 | |
| (v) | Provisions relating to redenomination: |
N/A | |
| 4 | Certificates: | N/A | |
| 5 | Form: | ||
| (i) | Global / Definitive /Uncertificated | Global Bearer Securities: | |
| and dematerialised: | Permanent Global Security | ||
| (ii) | NGN Form: | Applicable | |
| (iii) | Held under the NSS: | N/A | |
| (iv) | CGN Form: | N/A | |
| (v) | CDIs: | N/A | |
| 6 | Trade Date: | 14 November 2012 | |
| 7 | Issue Date: | 28 November 2012 | |
| 8 | Redemption Date: | 28 November 2017 | |
| 9 | Issue Price: | 100.00% of par | |
| 10 | Relevant Stock Exchange(s): | London | |
| 11 | The following Relevant Annex(es) shall apply to the Securities: |
Equity Linked Annex | |
| 12 | Interest: | Applicable | |
| 13 | Interest Amount: | As per Conditions 4 and 24 of the Base Conditions |
|
| 14 | Interest Rate(s): | ||
| (i) | Fixed Rate: | N/A | |
| (ii) | Floating Rate: | N/A | |
| (iii) | Variable Rate: | Provided that a Specified Early Redemption Event has not occurred priorto the Interest Valuation Date in respect of the relevant |
Interest Payment Date, the Securityholder shall receive an amount determined by the Determination Agent in accordance with the following:
(i) If the Valuation Price on the relevant Interest Valuation Date is at or above the Interest Barrier:
3.40% x Calculation Amount + Y x 3.40% x Calculation Amount
(ii) Otherwise, zero.
Where:
"Interest Barrier" means EUR 1,978.2720 (calculated as 80.00% of the Initial Price and displayed to 4 d.p.).
"Initial Price" means the price of the Reference Asset at the Valuation Time on the Initial Valuation Date, being EUR 2,472.84.
"Initial Valuation Date" means 14 November 2012.
"Interest Valuation Date" means each date set out in the table below in the column entitled "Interest Valuation Dates".
| Interest Valuation Date(s) |
Interest Payment Date(s) |
|---|---|
| 14 May 2013 | 29 May 2013 |
| 14 November 2013 | 28 November 2013 |
| 14 May 2014 | 29 May 2014 |
| 14 November 2014 | 28 November 2014 |
| 14 May 2015 | 29 May 2015 |
| 16 November 2015 | 30 November 2015 |
| 16 May 2016 | 31 May 2016 |
| 14 November 2016 | 28 November 2016 |
| 15 May 2017 | 30 May 2017 |
| 14 November 2017 | 28 November 2017 |
"Valuation Time" has the meaning set out in Paragraph 37.
"Y" means the number of previous Interest
Payment Dates for which no interest was paid (after which such Interest Payment Date(s) shall be considered to have had interest paid).
| (iv) | Zero Coupon: | N/A | |
|---|---|---|---|
| (v) | Bond Linked Securities - Fixed Coupon: |
N/A | |
| (vi) | Bond Linked Securities - Pass Through N/A Interest: |
||
| 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 | |
| (i) | Interest Period End Dates: | N/A | |
| (ii) | Interest Calculation method for short or long Interest Calculation Periods: |
N/A | |
| 22 | Interest Payment Dates: | ||
| 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: | ||
| 26 | Settlement Currency: | EUR | |
| 27 | Settlement Number: | Conditions | |
| 28 | Terms relating to Cash Settled Securities: | Applicable | |
| (i) | Final Cash Settlement Amount: |
Each date set out in the table above in the column entitled "Interest Payment Dates".
For the purposes of Condition 5.1 and 5.5 of the Base Conditions: Cash Settlement
As defined in Condition 24 of the Base Conditions
In respect of each Security, an amount determined by the Determination Agent as follows:
If the Valuation Price on the Final Valuation Date is at or above the Strike (a) Price, a cash amount equal to the
Calculation Amount.
Otherwise, a cash amount equal to the Calculation Amount multiplied by the (b) Valuation Price on the Final Valuation Date and divided by the Strike Price.
Where:
"Final Valuation Date" means 14 November 2017.
"Strike Price" means EUR 1,978.2720 (calculated as 80.00% of the Initial Price and displayed to 4 d.p).
"Initial Price" means the price of the Reference Asset at the Valuation Time on the Initial Valuation Date, being EUR 2,472.84.
"Initial Valuation Date" means 14 November 2012.
"Valuation Price" means in respect of a Valuation Date and any relevant Scheduled Trading Day, the price of the Reference Asset at the Valuation Time on such day, as determined by the Determination Agent.
"Valuation Date" and "Valuation Time" have the meaning set out in Paragraph 37.
As defined in Condition 24 of the Base Conditions
As defined in Condition 24 of the Base Conditions
Terms relating to Physically Delivered N/A
(ii) Early Cash Settlement Amount:
(iii) Early Cash Redemption Date:
33 Specified Early Redemption Event:
Securities:
29
30 Nominal Call Event: N/A
31 Call Option: N/A
32 Put Option: N/A
Applicable
If the Valuation Price of the Reference Asset on any Autocall Valuation Date is at or above the Autocall Barrier, the Issuer shall notify the Securityholder upon the occurrence of such event and shall redeem all of the Securities (in whole only) early at the Specified Early Cash SettlementAmount on the Specified Early Cash Redemption
Date.
"Autocall Barrier" means EUR 2,472.8400, (calculated as 100.00% of the Initial Price and displayed to 4 d.p.).
"Autocall Valuation Date" means each date set out in the table below in the column entitled "Autocall Valuation Dates".
"Initial Price" means the price of the Reference Asset at the Valuation Time on the Initial Valuation Date.
| Autocall Valuation Date(s) |
Specified Early Cash Redemption Date(s) |
|---|---|
| 14 November 2013 | 28 November 2013 |
| 14 May 2014 | 29 May 2014 |
| 14 November 2014 | 28 November 2014 |
| 14 May 2015 | 29 May 2015 |
| 16 November 2015 | 30 November 2015 |
| 16 May 2016 | 31 May 2016 |
| 14 November 2016 | 28 November 2016 |
| 15 May 2017 | 30 May 2017 |
"Initial Price" means the price of the Reference Asset at the Valuation Time on the Initial Valuation Date.
| (i) | Automatic Early Redemption: | Applicable | |
|---|---|---|---|
| (ii) | Cash Settled Securities: | Applicable | |
| (a) Specified Early Cash Settlement Amount: |
100% x Calculation Amount | ||
| (b) Specified Early Cash Redemption Date(s): |
Each date set out in the table above in the column entitled "Specified Early Cash Redemption Dates". |
||
| (iii) | Physically Delivered Securities: | N/A | |
| (iv) | Specified Early Redemption Notice Period: |
5 Business Days | |
| 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: |
||
| (i) | Affected Jurisdiction Hedging | N/A | |
Disruption:
| (ii) | Affected Jurisdiction Increased Cost | N/A |
|---|---|---|
| of Hedging: |
- (iii) Affected Jurisdiction: N/A
- (iv) Other Additional Disruption Events: N/A
- The following shall not constitute N/A Additional Disruption Events: (v)
36 Share Linked Securities: N/A
- 37 Index Linked Securities: Applicable
- Index/Indices (each a "Reference Asset"): (i) Euro Stoxx 50®
| Index | Index |
|---|---|
| Provided that the Reference Asset represents a notional investment in such Index with a notional investment size of one unit of Reference Asset Currency per index point |
|
| Reference Asset Currency |
EUR |
| Reuters Code (for identification purposes only) |
.STOXX50E |
| Bloomberg Code (for identification purposes only) |
SX5E |
| Index Sponsor | Stoxx Ltd. |
| (ii) | Future Price Valuation: | N/A | |
|---|---|---|---|
| (iii) | Exchange-traded Contract: | N/A | |
| (iv) | Exchange(s): | Multi-exchange Index | |
| (v) | Related Exchange(s): | 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: | N/A | |
| (ix) | Valuation Date: | (i) | Initial Valuation Date; |
| (ii) | Each Interest Valuation Date; |
- Each Autocall Valuation Date; and (iii)
- Final Valuation Date (iv)
| (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 Registered |
in respect of VP Notes, APK Securities, Dutch Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
N/A |
- Additional provisions relating to Taxes and N/A Settlement Expenses: 46
- 47 Business Day:
- 48 Additional Business Centre(s): London and TARGET
- 49 Non-US Selling Restrictions:
As defined in Condition 24 of the Base Conditions
Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Securities are to be sold as set out in the Base Prospectus.
In addition to those described in the Base Prospectus, no action 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. 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 any Final Terms, in any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in a mannerthat will not impose any obligation on the Issuer or Manager (as the case may be) and the Determination Agent.
| 50 | Applicable TEFRA exemption: | N/A | |
|---|---|---|---|
| 51 | Business Day Convention: | Modified Following | |
| 52 | Relevant Clearing System(s): | Euroclear Clearstream, Luxembourg |
|
| 53 | If syndicated, names of Managers: | 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: XS0833545774 | |
| Common Code: 83354577 | |||
| 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 has been made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the London Stock Exchange on or around the Issue Date. |
| (iii) | Estimate of total expenses related to admission to trading: |
Up to GBP 4,200 (excluding VAT) |
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: | EUR 3,470,000 |
| (iii) | Estimated total expenses: | Up to GBP 4,200 (excluding VAT) |
6 Fixed Rate Securities Only - Yield
Indication of yield: N/A
7 Floating Rate Securities Only - Historic Interest Rates
N/A
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 8
N/A
Performance of Rate(s) of Exchange and Explanation of Effect on Value of Investment 9
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):
Names and addresses of additional Paying N/A Agents(s) (if any):
Intended to be held in a manner which would allow Eurosystem eligibility:
Delivery: Delivery free of payment
Yes.
Note that the designation "yes" simply means that the Securities are intended upon issue to be deposited with one of the International Central SecuritiesDepositaries ("ICSDs") as common safekeeper and does not necessarily mean that the Securities will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that the Eurosystem eligibility criteria have been met.
11 Offer Information
The Issue Price includes a commission element shared with a third party, which will be no more than 1.25% of the Issue Price. Further details of the commission element are available upon request.
Index Disclaimer
The EURO STOXX 50® and the trademarks used in the index name are the intellectual property of STOXX Limited, Zurich, Switzerland and/or its licensors. The index is used under license from STOXX. The Securities based on the index are 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.