Barclays PLC — Capital/Financing Update 2013

Jun 13, 2013

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 9,500,000 Warrant Linked Notes due April 2019 ("Tranche 2") to be consolidated and form a single Series with the existing GBP 10,000,000 Warrant Linked Notes due April 2019 issued on 19 April 2013 ("Tranche 1" and together with Tranche 2, the "Notes")

Series NX000121833

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 12 June 2013

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.

Index disclaimer:

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 the 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 and/or the figure at which such 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 the 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 the 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.

S&P 500 Index

The Securities are not sponsored, endorsed, sold or promoted by Standard & Poor's Financial Services LLC ("S&P") or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Securities or any member of the public regarding the advisability of investing in securities generally or in the Securities particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's and its third party licensor's only relationship to Barclays Bank PLC is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the S&P 500 Index which is determined, composed and calculated by S&P or its third party licensors without regard to Barclays Bank PLC or the Securities. S&P and its third party licensors have no obligation to take the needs of Barclays Bank PLC or the owners of the Securities into consideration in determining, composing or calculating the S&P 500 Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Securities or the timing of the issuance or sale of the Securities or in the determination or calculation of the equation by which the Securities are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Securities.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS. INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBIECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

Standard & Poor's® and S&P® are trademarks of Standard & Poor's Financial Services LLC, and have been licensed for use by Barclays Bank PLC.

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:	The Bank of New York Mellon
Stabilising Manager:	N/A
Italian Securities Agent	N/A
Registrar:	N/A
CREST Agent:	Computershare Investor Services PLC
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.

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 ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

$\mathbf{1}$	(i)	Series:	NX000121833
	(ii)	Tranche:	2
2	Currency:		Pound Sterling ("GBP")
3	Notes:		Applicable
	(i)	Aggregate Nominal Amount as at the Issue Date:
		(a) Series:	GBP 19,500,000
		(b) Tranche:	Tranche 1: GBP 10,000,000
			Tranche 2: GBP 9,500,000
	(ii)	Specified Denomination:	GBP 1.00
	(iii)	Minimum Tradable Amount:	N/A
	(iv)	Calculation Amount per Security	Specified Denomination
		as at the 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:	Applicable
4	Certificates:		N/A
5	Form:
	(i)	Global/Definitive/Uncertificated and dematerialised:	CREST Securities are issued in dematerialised uncertificated registered from
	(ii)	NGN Form:	N/A
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:	N/A
	(v)	CDIs:	N/A
6	Trade Date:		Tranche 1: 5 April 2013
			Tranche 2: 11 June 2013
7	Issue Date:		Tranche 1: 19 April 2013
			Tranche 2: 12 June 2013
8		Redemption Date:	23 April 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:		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 Conditions 5.1 and 5.4 of the Base Conditions: Cash Settlement
26		Settlement Currency:	GBP
27		Settlement Number:							As defined in Condition 24 of the Base Conditions
28	Securities:	Terms relating to Cash Settled
	(i)	Final Cash Settlement Amount:		Annex					As defined in the Warrant Linked Securities
	(ii)	Early Cash Settlement Amount:		Annex					As defined in the Warrant Linked Securities
	(iii)	Early Cash Redemption Date:	N/A
	(iv)	Early Cash Settlement Date:		Annex					As defined in the Warrant Linked Securities
	(v)	Early Cash Settlement Valuation Date:		Annex					As defined in the Warrant Linked Securities
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	N/A

Relevant Annex:

36	Warrant Linked Securities		Applicable
	(i)	Underlying Warrant:	Warrant linked to the FTSE 100 Index and the S&P 500 Index issued by Barclays Bank PLC (ISIN: GB00B8MNH454, Series number: NX000121834)
	(ii)	Initial Valuation Date:	The Issue Date for the first tranche of the Notes
	(iii)	Valuation Date:	12 April 2019
	(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 Spanish or 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:	As set out in the Base Prospectus.
50		Applicable TEFRA exemption:	N/A
51	Business Day Convention:		Following
52	Relevant Clearing Systems:		Securities uncertificated CREST: The are 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: GB00B8SVX238
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:		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: 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 with effect from the Issue Date. $(iii)$ Estimate of total expenses related $N/A$ to admission to trading: $\overline{2}$ Ratings Ratings: The Securities have not been individually rated. Notification $\overline{3}$ $N/A$

$\overline{4}$ 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

$N/A$

Performance of the Underlying Warrant, Explanation of Effect on Value of Investment and 8 Associated Risks and Other Information Concerning the Underlying Warrant

The Securities relate to the Underlying Warrant. The Underlying Warrant is 1 warrant linked to the FTSE 100 Index and the S&P 500 Index and is issued by Barclays Bank PLC (ISIN: GB00B8MNH454, Series number: NX000121834).

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 the Underlying Warrant is linked (the "Underlying Warrant Reference Assets"). The Underlying Warrant Reference Assets are the FTSE 100 Index and the S&P 500 Index. Information on the FTSE 100 Index (including past and future performance and volatility) is published on Reuters page ".FTSE". Information on the S&P 500 Index (including past and future performance and volatility) is published on Reuters page ".SPX". Investors should review the terms and conditions of the Underlying Warrant and consult with their own professional advisers if they consider it necessary.

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

$\mathbf{9}$ 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
	Offer Price:	Issue Price
		No commissions or distribution fees have been paid to any third 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 a Distributor other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction") on 12 April 2013 (the "Offer Period").
		Applications for the Securities can be made in the Public Offer Jurisdiction through the Distributor in

Details of the minimum and/or maximum amount of application:

Description of possibility reduce to 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 countries:

Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

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

the Public Offer Jurisdiction during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Distributor. Distribution will be in accordance with the Distributor's usual procedures, notified to investors by the Distributor.

The minimum and maximum amount of application from the Distributor will be notified to investors by the Distributor.

Subscription orders may be reduced in the 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 pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.

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.

$N/A$

Any distributors and independent financial advisors to be determined from time to time (the "Distributor").