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Barclays PLC — Capital/Financing Update 2013
Jun 5, 2013
5250_rns_2013-06-05_ad34b194-a5c0-4a32-86fd-8e439fdfb672.pdf
Capital/Financing Update
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THESE FINAL TERMS ARE INTENDED FOR LISTING PURPOSES ONLY
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
GBP 10,000,000 Index Linked Notes due May 2019 (the "Notes")
Series NX000120849
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 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 31 May 2013 (amended for listing purposes only) 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.
Index disclaimers:
FTSE 100 Index
The Securities are 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 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 (the "FTSE 100 Index") and/or the figure at which the FTSE 100 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 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 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 Exchange and FT and are used by FTSE under licence. "All-World", "All-Share" and "All-Small" are trade marks of FTSE.
Euro Stoxx 50 Index
STOXX and its licensors (the "Licensors") have no relationship to the Licensee, other than the licensing of the Euro Stoxx 50® (the "Euro Stoxx 50 Index") and the related trademarks for use in connection with the Securities.
STOXX and its Licensors do not:
- Sponsor, endorse, sell or promote the Securities.
- Recommend that any person invest in the Securities or any other securities.
- Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities.
- Have any responsibility or liability for the administration, management or marketing of the Securities.
- Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the Euro Stoxx 50 Index or have any obligation to do so.
STOXX and its Licensors will not have any liability in connection with the Securities. Specifically,
STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
- The results to be obtained by the Securities, the owner of the Securities or any other person in connection with the use of the Index and the data included in the Euro Stoxx 50 Index;
- The accuracy or completeness of the Euro Stoxx 50 Index and its data;
- The merchantability and the fitness for a particular purpose or use of the Euro Stoxx 50 Index and its data;
- STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Euro Stoxx 50 Index or its data;
- Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.
The licensing agreement between the Issuer and STOXX is solely for their benefit and not for the benefit of the owners of the Securities or any other third parties.
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.
| 1 | (i) | Series: | NX000120849 | ||
|---|---|---|---|---|---|
| (ii) | Tranche: | 1 | |||
| 2 | Currency: | Pound Sterling ("GBP") | |||
| 3 | Notes: | ||||
| (i) | Aggregate Nominal Amount as at the Issue Date: |
GBP 10,000,000 | |||
| (ii) | Specified Denomination: | GBP 1.00 | |||
| (iii) | Minimum Tradable Amount: | N/A | |||
| (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 | |||
| 4 | Certificates: | N/A | |||
| 5 | Form: | ||||
| (i) | Global/Definitive/Uncertificated and dematerialised: |
Global Bearer Securities: 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: | 20 March 2013 | |||
| 7 | Issue Date: | 17 May 2013 | |||
| 8 | Redemption Date: | 10 May 2019 | |||
| 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: |
Equity Linked Annex | |||
| 12 | Interest: | Applicable | |||
| 13 | Interest Amount: | (i) If the Valuation Level of each Basket Constituent on the relevant Interest Valuation Date is equal to or greater than its respective Interest Barrier, the Interest Amount payable on |
the corresponding Interest Payment Date will be calculated as follows:
1.625% x Calculation Amount
(ii) Otherwise, zero.
Where:
"Interest Barrier" means, in respect of each Basket Constituent, 60 per cent. of the Initial Level
"Interest Valuation Date" means as set out in Schedule 2.
"Valuation Level" means, in respect of a Basket Constituent, the level of that Basket Constituent at the Valuation Time on any Scheduled Trading Day, as determined by the Determination Agent.
| 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: As set out in Schedule 2, subject to adjustment in accordance with the Business Day Convention
- 23 Day Count Fraction: N/A
- 24 Fall back 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: 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: (a) If, in respect of the Worst Performing Basket Constituent, the Valuation Level on the Final Valuation Date is equal to or greater than its Barrier Level, the Final Cash Settlement Amount will be an amount equal to the Calculation Amount; or
(b) If, in respect of the Worst Performing Basket Constituent, the Valuation Level on the Final Valuation Date is less than its Barrier Level, the Final Cash Settlement Amount will be an amount equal to the Calculation Amount multiplied by the Valuation Level of the Worst Performing Basket Constituent on the Final Valuation Date and divided by the Strike Level of the Worst Performing Basket Constituent.
Where:
"Barrier Level" means, in respect of a Basket Constituent, as set out in Schedule 1.
"Final Valuation Date" means 3 May 2019.
"Initial Level" means, in respect of a Basket Constituent, the Valuation Level on the Initial Valuation Date, as set out in Schedule 1.
"Initial Valuation Date" means 3 May 2013.
"Strike Level" means, in respect of a Basket Constituent, as set out in Schedule 1.
"V(i)Final" means the Valuation Level of the relevant Basket Constituent on the Final Valuation Date.
"V(i)Initial" means the Initial Level of the relevant Basket Constituent.
"Worst Performing Basket Constituent" means the Basket Constituent with the lowest performance calculated as follows:
$$
\frac{V_{(i)Final}}{V_{(i)Initial}}
$$
Provided that where more than one Basket Constituent has the same lowest performance, the Determination Agent shall in its sole discretion select which of the Basket Constituents with the same lowest performance
| shall be the Worst Performing Basket Constituent. |
||||
|---|---|---|---|---|
| (ii) | Early Cash Settlement Amount: | As defined in Condition 24 of the Conditions |
Base | |
| (iii) | Early Cash Redemption Date: | As defined in Condition 24 of the Conditions |
Base | |
| 29 | Securities: | Terms relating to Physically Delivered | 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: | N/A | ||
| 37 | Index Linked Securities: | Applicable | ||
| (i) | Index/Indices (each a "Reference Asset"): |
A basket comprised of 2 equity indices (each a "Basket Constituent") as set out in Schedule 1. Any Basket Constituent stated as being an "Index" in Schedule 1 represents a notional investment in such index with a notional investment size of 1 Reference Asset Currency per index point. |
||
| (ii) | Future Price Valuation: | N/A | ||
| (iii) | Exchange-traded Contract: | N/A | ||
| (iv) | Exchanges: | In respect of each Basket Constituent, as set out in Schedule 1 |
||
| (v) | Related Exchanges: | In respect of each Basket Constituent, 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 | Valuation Level |
Asset:
| (ix) | Valuation Date: | The Initial Valuation Date, each Interest Valuation Date and the Final Valuation Date |
|||||
|---|---|---|---|---|---|---|---|
| (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 | Index Annex): | (a) Barclays Commodity Index Linked Securities (Section 2 of the Barclays |
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 in respect of VP Notes, APK Registered Securities, Dutch Securities, |
N/A |
| Swedish Registered Securities, VPS Registered Securities or Spanish Securities: |
||||||
|---|---|---|---|---|---|---|
| 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): | TARGET | ||||
| 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 Systems: | Euroclear Clearstream |
||||
| 53 | If syndicated, names of Managers: | N/A | ||||
| 54 | (a) Details relating to Partly Paid Securities: |
N/A | ||||
| (a) Details relating to Instalment Notes: |
N/A | |||||
| 55 | Relevant securities codes: | ISIN: XS0889105754 | ||||
| Common Code: 088910575 | ||||||
| 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's Regulated Market with effect from 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 Issue
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
N/A
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
Information on past performance and volatility of each Index can be obtained from Bloomberg.
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.
9 Performance of Rate of Exchange and Explanation of Effect on Value of Investment
N/A
10 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
N/A
Yes
Names and addresses of additional Paying Agents(s) (if any):
Intended to be held in a manner which would allow Eurosystem eligibility:
Note that the designation "yes" simply means that the Securities are intended upon issue to be deposited with one of the International Central Securities Depositaries ("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 Eurosystem eligibility criteria have been met.
11 Offer Information
| Offer Price: | Issue Price |
|---|---|
| A fee of 2.00 per cent. of the Issue Price has been | |
| paid to Meteor Asset Management and relates solely | |
| to the initial design, arrangement, and manufacture | |
| and custody of the Securities by the Distributor. The | |
| Distributor will charge the purchaser separately for | |
| any advice they provide. Such fee shall not be | |
| transferred or passed on to any other party. | |
| 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") from and including 27 March 2013 to and including 3 May 2013 (the "Offer Period"). Applications for the Securities can be made in the Public Offer Jurisdiction through the Distributor during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Distributor. Distribution will be in accordance with the
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 The minimum and maximum amount of application from the Distributor will be notified to investors by the Distributor.
Distributor's usual procedures, notified to investors
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
| countries: | 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. |
| Amount of any expenses and taxes specifically charged to the subscriber or purchaser: |
N/A |
| 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 Limited (the "Distributor") 55 King William Street London EC4R 9AD |
United Kingdom
Schedule 1
| Index | Type | Bloomberg | Index | Exchange | Reference | Initial | Strike | Barrier |
|---|---|---|---|---|---|---|---|---|
| Code (for | Sponsor | Asset | Level | Level | Level (60% | |||
| identification | Currency | (100% of | of the | |||||
| purposes only) | the Initial | Initial | ||||||
| Level | Level | |||||||
| displayed | displayed | |||||||
| to 4 d.p.) | to 4 d.p.) | |||||||
| FTSE 100 | Index | UKX | FTSE | London | GBP | 6,521.46 | 6,521.4600 | 3,912.8760 |
| INDEX | International | Stock | ||||||
| Limited | Exchange | |||||||
| EURO | Index | SX5E | Stoxx Ltd | Multi | EUR | 2,763.68 | 2,763.6800 | 1,658.2080 |
| STOXX 50 | exchange | |||||||
| INDEX | Index |
Schedule 2
Interest Valuation Dates / Interest Payment Dates
| N | Interest Valuation Date | Interest Payment Date |
|---|---|---|
| 1 | 5 August 2013 | 12 August 2013 |
| 2 | 4 November 2013 | 11 November 2013 |
| 3 | 3 February 2014 | 10 February 2014 |
| 4 | 6 May 2014 | 12 May 2014 |
| 5 | 4 August 2014 | 11 August 2014 |
| 6 | 3 November 2014 | 10 November 2014 |
| 7 | 3 February 2015 | 10 February 2015 |
| 8 | 5 May 2015 | 11 May 2015 |
| 9 | 3 August 2015 | 10 August 2015 |
| 10 | 3 November 2015 | 10 November 2015 |
| 11 | 3 February 2016 | 10 February 2016 |
| 12 | 3 May 2016 | 10 May 2016 |
| 13 | 3 August 2016 | 10 August 2016 |
| 14 | 3 November 2016 | 10 November 2016 |
| 15 | 3 February 2017 | 10 February 2017 |
| 16 | 3 May 2017 | 10 May 2017 |
| 17 | 3 August 2017 | 10 August 2017 |
| 18 | 3 November 2017 | 10 November 2017 |
| 19 | 5 February 2018 | 12 February 2018 |
| 20 | 3 May 2018 | 10 May 2018 |
| 21 | 3 August 2018 | 10 August 2018 |
| 22 | 5 November 2018 | 12 November 2018 |
| 23 | 4 February 2019 | 11 February 2019 |
| 24 | Final Valuation Date | Redemption Date |
V2