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Barclays PLC — Capital/Financing Update 2012
Dec 13, 2012
5250_rns_2012-12-13_d380b5d5-f198-4fc4-ab0c-501b9aec76ad.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
USD 4,000,000 Warrant Linked Notes due December 2016
under the Global Structured Securities Programme
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 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 13 December 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: | Computershare Investor Services PLC |
| 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 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 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, SEE "PURCHASE AND SALE" 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 TRANSFEROF SUCH REGISTERED SECURITIES AS SETOUT IN "CLEARANCE, SETTLEMENT AND TRANSFER RESTRICTIONS - TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES" IN THE BASE PROSPECTUS.
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 ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
| 1 | Series: | NX00115119 | |
|---|---|---|---|
| 2 | Currency: | United States Dollar ("USD") (the "Issue Currency") |
|
| 3 | Notes: | Applicable | |
| (i) | Aggregate Nominal Amount as at the Issue Date: |
USD 4,000,000 | |
| (ii) | Specified Denomination: | USD 100 | |
| (iii) | Minimum Tradable Amount: | USD 100 (and USD 100 thereafter) | |
| (iv) | Calculation Amount per Security as at the Issue Date: |
Specified Denomination | |
| (v) | Provisions relating to redenomination: |
N/A | |
| 4 | Certificates: | N/A | |
| 5 | Form: | ||
| (i) | Global / Definitive /Uncertificated and dematerialised: |
CREST Securities issued in dematerialised uncertificated registered form |
|
| 6 | Trade Date: | 6 December 2012 | |
| 7 | Issue Date: | 13 December 2012 | |
| 8 | Redemption Date: | The later of: | |
| (i) 13 December 2016 (the "Scheduled Redemption Date"); and |
|||
| (ii) the day which is 5 Business Days following the Final Valuation Date. |
|||
| 9 | Issue Price: | 100.00% of par | |
| 10 | Relevant Stock Exchange(s): | 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 Condition 5.1 and 5.4 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: | ||
| (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 relatingto 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 S&P 500 INDEX and Euro Stoxx 50® Index issued by Barclays Bank PLC (ISIN: GB00B7NP2045: Series number: NX00115120) and listed on the London Stock Exchange |
||
| (ii) Initial Valuation Date: | The Issue Date for the first tranche of the |
| Notes | ||
|---|---|---|
| (iii) Valuation Date: | 6 December 2016 (the "Final Valuation Date") |
|
| (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): | London, TARGET and New York City |
| 49 | Non-US Selling Restrictions: | As described in the Base Prospectus |
| 50 | Applicable TEFRA exemption: | N/A |
| 51 | Business Day Convention: | Modified Following |
| 52 | Relevant Clearing System(s): | CREST: The Securities are uncertificated registered securities and accordingly there is no Relevant Clearing System in relation to them. |
| 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: GB00B7NNVL23 |
| Sedol: B7NNVL2 | ||
| 56 | Modifications to the Master Subscription Agreement and/or Agency Agreement: |
N/A |
| 57 | Additional Conditions and/or modification to | N/A |
the Conditions of the Securities:
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 as soon as practicable following 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: | USD 4,000,000 | |
| (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 the Underlying Warrant, Explanation of Effect on Value of Investment and Associated Risks and Other Information Concerning the Underlying Warrant 8
The Securities relate to the Underlying Warrant. The Underlying Warrant is 1 warrant linked to S&P 500 INDEX and Euro Stoxx 50® Index issued by Barclays Bank PLC (ISIN: GB00B7NP2045; Series number: NX00115120).
If the Underlying Warrant has not terminated early, the amount payable on redemption of the Note is determined by reference to the value of the Underlying Warrant on the Valuation Date of the Note relative to the value of the Underlying Warrant on the Issue Date of the Note. Capital is at risk and you may not receive back your invested amount.
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 the reference assets to which Underlying Warrant is linked (the "Underlying Warrant Reference Asset"). The Underlying Warrant Reference Assets are S&P 500 INDEX and Euro Stoxx 50® Index. Information on the Underlying Warrant Reference Assets (including past and future performance and volatility) is published on Reuters pages .SPX and .STOXX50E. Investors should review the terms and conditions of the Underlying Warrant and consult with their own professional advisers if they consider it necessary. The final terms relating to the Underlying Warrant (the "Final Terms in respect of the Underlying Warrant") are attached hereto as Annex 1.
Investors should note that historical performance should not be taken as an indication of future performance of the Underlying Warrant Reference Asset(s). The Issuer makes no representation whatsoever, whether expressly or impliedly, as to the future performance of the Underlying Warrant Reference Asset(s). 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): |
CREST |
|---|---|
| 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
The Issue Price includes a commission element shared with a third party, which will be no more than 1.00% of the Reference Asset Issue Price. Further details of the commission element are available upon request.