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Barclays PLC — Capital/Financing Update 2012
Dec 19, 2012
5250_rns_2012-12-19_a9a4d5d8-f19c-42b4-928c-072eb0c6df74.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
RUB 340,000,000 Fixed Rate Credit Linked Notes due March 2013 (Tranche 2) to be consolidated and become immediately fungible with the existing RUB 1,250,000,000 Fixed Rate Credit Linked Notes due March 2013 (Tranche 1 and together with Tranche 2, the "Notes")
Series NX000115297
under the Global Structured Securities Programme
Tranche 1 Issue Price: 109.2750 per cent. of par
Tranche 2 Issue Price: 109.5018 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 the 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 19 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, 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: | NX000115297 | |
|---|---|---|---|---|
| (ii) | Tranche: | 2 | ||
| $\overline{2}$ | Currency: | Russian Ruble ("RUB") | ||
| 3 | Notes: | Applicable | ||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
|||
| (iii) | Series: | RUB1,590,000,000 | ||
| (iv) | Tranche: | Tranche 1: RUB 1,250,000,000 | ||
| Tranche 2: RUB 340,000,000 | ||||
| (ii) | Specified Denomination: | RUB 1,000,000 | ||
| (iii) | Minimum Tradable Amount: | RUB 30,000,000.00 | ||
| (iv) | Calculation Amount as at the | Specified Denomination | ||
| Issue Date: | 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 | ||
| (vi) | Nominal Amount: | Calculation Amount | ||
| 4 | Certificates: | N/A | ||
| 5 | Form: | |||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
Global Bearer Securities: | ||
| Permanent Global Security | ||||
| (ii) | NGN Form: | N/A | ||
| (iii) | Held under the NSS: | N/A | ||
| (iv) | CGN Form: | Applicable | ||
| (v) | CDI s : | N/A | ||
| 6 | Trade Date: | Tranche 1: 10 December 2012 Tranche 2: 12 December 2012 |
||
| Tranche 1: 19 December 2012 | ||||
| 7 | Issue Date: | Tranche 2:19 December 2012 | ||
| 8 | Redemption Date: | 11 March, 2013 (the "Scheduled Redemption Date") provided that if an Extension Notice is effective and no Relevant Event Determination Date occurs on or prior to the Securities Extension Date, the date falling five Business Days after the Securities Extension Date |
or, if an Extension Notice is effective and a Relevant
| Event Determination Date occurs on or prior to the Securities Extension Date, the Credit Event Redemption Date. |
|||||
|---|---|---|---|---|---|
| 9 | Issue Price: | Tranche 1: 109.2750 per cent. of the Aggregate Nominal Amount |
|||
| Tranche 2: 109.5018 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: |
Credit Linked Annex | |||
| 12 | Interest: | Applicable | |||
| 13 | Interest Amount: | As per Conditions 4 and 24 of the Base Conditions | |||
| 14 | Interest Rate: | ||||
| (i) | Fixed Rate: | 7.60 per cent. per annum | |||
| (ii) | Floating Rate: | N/A | |||
| (iii) | Variable Rate: | N/A | |||
| (iv) | Zero Coupon: | N/A | |||
| (v) | Bond Linked Securities - Fixed Coupon: |
N/A | |||
| (vi) | Bond Linked Securities - Pass Through Interest: |
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: | 8 August 2012 | |||
| 20 | Interest Determination Date: | N/A | |||
| 21 | Interest Calculation Periods: | As defined in Condition 24 of the Base Conditions | |||
| (i) | Interest Period End Dates: | The Interest Payment Date, without any adjustment in accordance with the Business Day Convention |
|||
| (ii) | Interest calculation method for short or long Interest Calculation Periods: |
N/A | |||
| 22 | Interest Payment Dates: | 8 th February 2013, subject to adjustment in accordance with the Business Day Convention. |
|||
| 23 | Day Count Fraction: | 30/360 | |||
| 24 | Fallback provisions, rounding provisions, | Following the occurrence of a Relevant Event |
| denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base Conditions: |
Determination Date, the Securities will cease to accrue interest as of the earlier to occur of the Interest Payment Date occurring on or immediately preceding the Relevant Event Determination Date or, if no Interest Payment Date has occurred, the Issue Date. |
||
|---|---|---|---|
| 25 | Settlement Method: | For the purposes of Condition 5.1 of the Base Conditions: provided Cash Settlement, that Event no Determination Date occurs prior to the later of the Scheduled Redemption Date or the Securities Extension Date. |
|
| Otherwise please refer to the section on "Terms relating to Credit Events" in paragraph 40 below. |
|||
| 26 | Settlement Currency: | RUB | |
| 27 | Settlement Number: | As defined in Condition 24 of the Base Conditions | |
| 28 | Securities: | Terms relating to Cash Settled | |
| (i) | Final Cash Settlement Amount: | An amount determined by the Determination Agent on the later of Scheduled Redemption Date and the date falling five Business Days after the Securities Extension Date (where applicable), in the same manner as set out below in the provisions applicable to Credit Event Redemption Amount, where the CLS Valuation Date shall be 10 London and Moscow Business Days preceding the Redemption Date. |
|
| (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 | 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 |
N/A |
Relevant Annex:
| 36 | Share Linked Securities: | N/A | ||
|---|---|---|---|---|
| 37 | Index Linked Securities: | N/A | ||
| 38 | Inflation Linked Securities: | N/A | ||
| 39 | FX Linked Securities: | N/A | ||
| 40 | Credit Linked Securities: | Applicable | ||
| (i) | Type of Credit Linked Security: | Single Name CLS | ||
| (ii) | Determination Agent City: | As defined in the Credit Linked Conditions | ||
| (iii) | Credit Event Accrued Interest: | N/A | ||
| (iv) | Extension Interest: | N/A | ||
| Credit Provisions | ||||
| (v) | Reference Entities (together with the related Reference Obligation(s), Obligation(s) and/or Deliverable Obligation(s) thereof, as applicable, each a "Reference Asset"): |
The Russian Federation, and any Successors | ||
| (vi) | Specified Reference Obligations: | |||
| The obligations identified as follows: |
||||
| Primary Obligor: | Russian Federation | |||
| Guarantor: | N/A | |||
| Maturity: | 20th July 2022 | |||
| Coupon: | 7.60 per cent. per annum | |||
| CUSIP/ISIN: | RU000A0JSMA2 | |||
| Deliverable Obligations: | ||||
| Deliverable Obligation Category: | As set out in respect of the applicable Transaction Type in the Annex |
|||
| Deliverable Obligation Characteristics: |
As set out in respect of the applicable Transaction Type in the Annex |
|||
| Excluded Deliverable Obligations: | None | |||
| (vii) | Reference CDS: | N/A | ||
| (viii) | All Guarantees: | As set out in respect of the applicable Transaction Type in the Annex |
||
| Terms relating to Credit Events | ||||
| (ix) | Credit Events: | As set out in respect of the applicable Transaction Type in the Annex |
| (x) | For Nth-to-Default Securities only, specify N: |
N/A | |
|---|---|---|---|
| (xi) | Default Requirement: | As set out in respect of the applicable Transaction Type in the Annex |
|
| (xii) | Payment Requirement: | As set out in respect of the applicable Transaction Type in the Annex |
|
| (xiii) | Conditions to Settlement: | As set out in respect of the applicable Transaction Type in the Annex |
|
| (xiv) | Obligation(s): | ||
| Obligation Category: | As set out in respect of the applicable Transaction Type in the Annex |
||
| Obligation Characteristics: | As set out in respect of the applicable Transaction Type in the Annex |
||
| (xv) | Additional Obligation(s): | N/A | |
| (xvi) | Excluded Obligation(s): | None | |
| (xvii) CLS Settlement Method: | Cash Settlement | ||
| (xviii) Fallback CLS Settlement Method: | N/A | ||
| (xix) | Issuer CLS Settlement Option: | N/A | |
| Terms relating to Cash | Applicable | ||
| (xx) | Settlement: | ||
| (a) | Credit Event Redemption Amount: |
In respect of each Security, (a) the product of the Nominal Amount and the Final Price; minus (b) such Security's pro rata share of Settlement Expenses and Swap Costs. Where: |
|
| "Final Price" means the price of the Reference Obligation determined pursuant to the Valuation Method. |
|||
| (b) | Credit Event Redemption Date: |
Five Business Days following the calculation of the Final Price |
|
| (c) | CLS Valuation Date: | Single CLS Valuation Date | |
| (d) | CLS Valuation Time: | As specified in the Credit Linked Conditions | |
| (e) | Quotation Method: | Bid | |
| (f) | Quotation Amount: | As specified in the Credit Linked Conditions | |
| (g) | Minimum Quotation Amount: |
As specified in the Credit Linked Conditions |
| Terms relating to Physical (xxi) Settlement: |
N/A | |
|---|---|---|
| (xxii) Valuation Date: | N/A | |
| (xxiii) Valuation Time: | N/A | |
| (xxiv) 60 Business Day Cap on Settlement: |
As set out in respect of the applicable Transaction Type in the Annex |
|
| 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 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: | 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 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, the Manager and the Determination Agent. $\mathbf{A}$
| 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: XS0833689853 | |
| Common Code: 083368985 | |||
| 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
$\mathbf{1}$ Listing and Admission to Trading London (i) Listing: (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. $N/A$ (iii) Estimate of total expenses related to admission to trading: Ratings $\overline{2}$ Ratings: The Securities have not been individually rated. $\overline{3}$ Notification $N/A$ $\overline{4}$ 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 |
Fixed Rate Securities Only - Yield 6
Indication of yield: $N/A$
$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates
$N/A$
8 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
$N/A$
Performance of Rates of Exchange and Explanation of Effect on Value of Investment $\boldsymbol{9}$
$N/A$
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 | |
| $number(s)$ : | |
| 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
$N/A$
ANNEX
| Transaction Type | EMERGING EUROPEAN & MIDDLE EASTERN SOVEREIGN |
|---|---|
| All Guarantees: | Not Applicable |
| Conditions to Settlement: |
Credit Event Notice |
| Credit Events: | Failure to Pay |
| Grace Period Extension: Applicable | |
| Obligation Acceleration | |
| Repudiation/Moratorium | |
| Restructuring | |
| Multiple Holder Obligation: Not Applicable | |
| Obligation Category: |
Reference Obligation Only |
| Obligation Characteristics: |
None |
| Physical Settlement Period: |
Not applicable |
| Deliverable Obligation Category: |
Reference Obligation Only |
| Deliverable Obligation Characteristics: |
None |
| 60 Business Day Cap on Settlement |
Applicable |