Italiane
AVVISO n.13196 | 18 Luglio 2012 | SeDeX - LEV. CERTIFICATES |
Mittente del comunicato : Borsa Italiana
Societa' oggetto dell'Avviso
: BARCLAYS BANK PLC
Testo del comunicato
Oggetto : Inizio negoziazione 'Leverage Certificates' 'BARCLAYS BANK PLC'
Si veda allegato.
Disposizioni della Borsa
Strumenti finanziari: Mini Long e Mini Short Certificates su Azioni
Italiane
Emittente: BARCLAYS BANK PLC
Rating Emittente: Società di rating
Long term
Data report
Moody's Aa3 19/05/2010
Standard & Poor's AA- 29/01/2010
Fitch AA- 29/10/2009
Oggetto: INIZIO NEGOZIAZIONI IN BORSA
Data di inizio negoziazioni: 19/07/2012
Mercato di quotazione: Borsa - Comparto SEDEX “Leverage Certificates” Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dall’art.
IA.5.1.5 delle Istruzioni
Operatore incaricato ad assolvere l’impegno di quotazione:
Barclays Bank PLC
Member ID Specialist: IT7388
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
Mini Long e Mini Short Certificates su Azioni Italiane
Tipo di liquidazione: monetaria
Modalità di esercizio: europeo
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 19/07/2012, gli strumenti finanziari "Mini Long e Mini Short Certificates su Azioni Italiane" (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.
Allegati:
- Scheda riepilogativa delle caratteristiche dei securitised derivatives;
- Estratto del prospetto di quotazione dei Securitised Derivatives
Num. Serie | Codice Isin | Trading Code | Instrument Id | Descrizione | Sottostante | Tipologia | Strike | Data Scadenza | Parità | Quantità | Lotto Negoziazione | EMS | Prima Barriera |
1 | GB00B4L60826 | BA1134 | 736545 | BARUCGSLMS5AB4,75E170717 | UniCredit SpA | Bear | 5 | 17/07/17 | 1 | 2255000 | 1 | 1029 | 4,75 |
2 | GB00B4XPPN77 | BA1133 | 736546 | BARISPSLMS2AB1,9E170717 | Intesa Sanpaolo | Bear | 2 | 17/07/17 | 1 | 2255000 | 1 | 2427 | 1,9 |
3 | GB00B4RM5T07 | BA1132 | 736547 | BARFSLML3,2AB3,4E170717 | Fiat SpA | Bull | 3,2 | 17/07/17 | 1 | 2255000 | 1 | 2778 | 3,4 |
4 | GB00B40NX298 | BA1131 | 736548 | BARENISLML14AB14,7E170717 | ENI SpA | Bull | 14 | 17/07/17 | 1 | 2255000 | 1 | 940 | 14,7 |
6 | GB00B401SK66 | BA1129 | 736549 | BARUCGSLML2AB2,1E170717 | UniCredit SpA | Bull | 2 | 17/07/17 | 1 | 2255000 | 1 | 4386 | 2,1 |
8 | GB00B4W2LV98 | BA1127 | 736550 | BARISPSLML0,7AB0,74E170717 | Intesa Sanpaolo | Bull | 0,7 | 17/07/17 | 1 | 2255000 | 1 | 9259 | 0,74 |
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
2,255,000 UniCredit SpA Linked Mini Long Certificates ISIN code: GB00B401SK66
under the Global Structured Securities Programme Issue Price: EUR 0.73 per Security
This document constitutes the final terms of the Exercisable Certificates (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 16 July 2012
1
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 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
CREST Agent: N/A
Italian Securities 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 AND THE SUPPLEMENTAL PROSPECTUS, SEE “PURCHASE AND SALE” IN THE BASE PROSPECTUS.
These Securities are Italian Securities which are Italian Offered Securities and Italian Listed securities. Securityholders should refer to the provisions of the Italian Securities Annex to the Base Prospectus which shall apply to the Securities.
These Securities are Share Mini Long/ Short Certificates. Securityholders should refer to paragraph 4 of the Bmarkets Product Elections in Part C of the Equity Linked Annex which shall apply to the Securities. For ease of reference, the relevant Bmarkets Product Elections are set out below.
For the purposes of the Bmarkets Product Elections, the Securities shall a Local Currency Issuance.
Provisions relating to the Securities
1 (i) Series:
(ii) Tranche:
GSN1344 1
2 Currency: Euro (‘‘EUR’‘) (the ‘‘Issue Currency’‘)
3 Number of Warrants or Exercisable Certificates being issued:
4 (i) Minimum Tradable Amount:
(ii) Calculation Amount per Security as at the Issue Date:
5 Form:
(i) Global/Definitive/ Uncertificated and dematerialised:
2,255,000 Securities
N/A
1 Certificate
Global Bearer Securities: Permanent Global Security
(ii) NGN Form: N/A
(iii) Held under the NSS: N/A
(iv) CGN Form: Applicable
(v) CDIs: N/A
6 Trade Date: 16 July 2012
7 Issue Date: 16 July 2012
8 Issue Price: EUR 0.73 per Security.
9 Relevant Stock Exchange[s]: Italian Stock Exchange
10 The following Relevant Annex(es) shall apply to the Securities:
Equity Linked Annex Italian Securities Annex
11 Interest: N/A
12 Interest Amount: N/A
13 Interest Rates:
(i) Fixed Rate:
(ii) Floating Rate:
(iii) Variable Rate:
N/A N/A N/A
(iv) Zero Coupon: N/A
14 Screen Rate Determination: N/A
15 ISDA Determination: N/A
16 Margin: N/A
17 Minimum/Maximum Interest Rate: N/A
18 Interest Commencement Date: N/A
19 Interest Determination Date: N/A
20 Interest Calculation Periods: N/A
21 Interest Payment Dates: N/A
22 Day Count Fraction: N/A
23 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:
24 (i) Exercise Style:
(ii) Multiple Exercise Securities
N/A
European Style N/A
25 Call/Put Securities: Other Exercise Securities
26 Units: The Securities must be exercised in Units. Each Unit consists of 1 Security.
27 Exercise Price: N/A
28 Exercise Date(s): Expiration Date
29 Exercise Parameters: N/A
30 Potential Exercise Business Dates: N/A
31 Exercise Business Day: N/A
32 Exercise Period: N/A
33 Expiration Date: The Business Day immediately following the Final Valuation Date
34 (i) Automatic Exercise: Applicable
(ii) Renouncement Notice Cut-Off Time:
35 Minimum Number Exercise Requirement:
10 a.m. Milan Time the Business Day immediately following the Expiration Date
N/A
36 Maximum Daily Number: N/A
37 Nominal Call Event: N/A
(i) Nominal Call Threshold Amount:
N/A
(ii) Nominal Call Threshold N/A
38 | Percentage: Settlement Method: | Cash Settlement | |
39 | Settlement Currency: | EUR | |
40 | Settlement Number: | As defined in Condition 24 of the Base Conditions | |
41 | T | ||
(i) Exercise Cash Settlement | In respect of each Security, a cash amount determined | ||
Amount: | by the Determination Agent as follows: | ||
Max (0, UV – CFLV) × Parity | |||
Where: | |||
“Parity” means in respect of each Security, 1. | |||
“UV” is the Valuation Price on the relevant Valuation Date. | |||
‘‘CFLV” is the Current Financing Level (as set out in the | |||
Schedule) in respect of the relevant Valuation Date. | |||
“Valuation Price” means, in respect of a Valuation | |||
Date and any relevant Scheduled Trading Day, the | |||
official closing reference price of such Share as | |||
determined by Borsa Italiana for such day. | |||
''Final Valuation Date'' and ''Valuation Date'' have the | |||
meanings set out in Paragraph 48 below. | |||
Further definitions are set out in the Schedule. | |||
(ii) Exercise Cash Settlement Date: | The 10th Business Day following the Expiration Date | ||
(iii) Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions | ||
(iv) Early Cancellation Date: | As defined in Condition 24 of the Base Conditions | ||
42 | Specified Early Cancellation Event: | Applicable. | |
If, on any day from, and including, the Listing Date, to | |||
and including the Final Valuation Date the Issuer | |||
determines in good faith and in a reasonable manner | |||
that the Price of the Reference Asset is equal to, or | |||
lower than, the prevailing Current Stop Loss Level (as | |||
further defined in the Schedule) (a ‘‘Stop Loss | |||
Termination Event’‘ and the date of such occurrence, | |||
the ‘‘Stop Loss Termination Event Date’‘), the Issuer | |||
shall notify the Securityholder of the occurrence of | |||
the Stop Loss Termination Event and the Specified | |||
Early Cash Settlement Amount as soon as calculated | |||
and shall cancel all of the Securities (in whole only) on | |||
the Specified Early Cash Cancellation Date. | |||
Where: |
“Listing Date” means the day on which Securities are admitted to trading on the electronic Securitised Derivatives Market ("SeDeX") as notified by Borsa Italiana S.p.A
For the avoidance of doubt, the Listing Date cannot occur before the Issue Date.
The Issuer shall publish the Listing Date on xxx.xxxxxxxx.xxx on the day on which the Securities are listed or as soon as reasonably practicable thereafter.
"Price" means the Valuation Price or, if in the determination of the Determination Agent, the Valuation Price is not available and no Market Disruption Event has occurred and is continuing, an amount determined by the Determination Agent as its good faith estimate of the price of the Reference Asset on such date having regard to the then prevailing market conditions, the last reported trading price of the Reference Asset on the Exchange and such other factors as the Determination Agent determines relevant.
“Valuation Price” means, in respect of a Valuation Date and any relevant Scheduled Trading Day, the official closing reference price of the Share as determined by Borsa Italiana for such day.
(i) Automatic Early Cancellation Applicable with respect to a Stop Loss Termination
Event.
(ii) Cash Settled Securities: Applicable
(a) Specified Early Cash Settlement Amount:
In respect of each Security, a cash amount determined by the Determination Agent in good faith and in a reasonable manner on the relevant Valuation Date as follows:
Max (0, SLTRP – CFLV) × Parity
Where:
“Parity” means in respect of each Security, 1.
‘‘SLTRP” is the Stop Loss Termination Reference Price. ‘‘CFLV” is the Current Financing Level (as set out in the Schedule) in respect of the relevant Valuation Date.
‘‘Stop Loss Termination Reference Price” means, in respect of the relevant Valuation Date the lowest price of the Reference Asset on the Exchange on the Stop
(b) Specified Early Cash Cancellation Date:
Loss Termination Event Date.
Further definitions are set out in the Schedule.
5th Business Day following the relevant Valuation Date
(iii) Physically Delivered Securities: N/A
(iv) Specified Early Cancellation Notice Period:
The Issuer shall promptly notify the Securityholder of the occurrence of a Specified Early Redemption Event.
43 Call Option: Applicable. The Issuer may cancel all Securities in whole in accordance with the provisions below.
(i) Cash Settled Securities: Applicable
(a) Optional Cash Settlement Amount:
In respect of each Security, a cash amount determined by the Determination Agent on the relevant Valuation Date as follows:
Max (0, UV– CFLV) × Parity Where;
‘‘Call Option Notice Date” means the Business Day on which the Issuer gives notice to the Securityholders.
‘‘Call Option Valuation Date” means the first Scheduled Trading Day falling six months following the Call Option Notice Date.
“Parity” means in respect of each Security, 1.
‘‘UV” is the Valuation Price on the relevant Valuation Date.
‘‘CFLV” is the Current Financing Level (as set out in the Schedule) in respect of the relevant Valuation Date. “Valuation Price” means, in respect of a Valuation Date and any relevant Scheduled Trading Day, the
official closing reference price of the Share as
determined by Borsa Italiana for such day.
''Valuation Date'' has the meaning set out in Paragraph 48 below.
(b) Optional Cash Cancellation Date:
5th Business Day following the Call Option Valuation Date
(ii) Physically Delivered Securities: N/A
(iii) Issuer Option Exercise Date(s): On any Business Day during the Issuer Option Exercise
Period
(iv) Issuer Option Exercise Period: The period from and including the issuer first Business
Day falling one year following the Issue Date to but excluding the Business Day falling six months
preceding the Final Valuation Date
(v) Issuer Notice Period Number: Not less than six months
44 Put Option: N/A
45 Terms relating to Physically Delivered Securities:
N/A
46 Multiplier: See the definition of Parity above
47 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:
(i) Affected Jurisdiction Hedging Disruption:
(ii) Affected Jurisdiction Increased Cost of Hedging:
N/A N/A
(iii) Affected Jurisdiction: N/A
(iv) Other Additional Disruption Events:
(v) The following shall not constitute Additional Disruption Events:
N/A N/A
48 Share Linked Securities: Applicable
Share | UniCredit SpA (which is an ''Italian Share'' for the purposes of this Security.) |
Reference Asset Currency | EUR |
Reuters Code (for identification purposes only) | CRDI.MI |
Bloomberg Ticker (for identification purposes only) | UCG IM |
ISIN (where applicable) | IT0004781412 |
(i) Share(s) (each a “Reference Asset”):
(ii) Exchange(s): Borsa Italiana S.p.A.
(iii) Related Exchange(s): All Exchanges
(iv) Exchange Rate: N/A
(v) Weighting for each Reference Asset comprising the Basket of Reference Assets:
(vi) Initial Price of each Reference Asset:
N/A
N/A
(vii) Number of Shares: N/A
(viii) Substitution of Shares: N/A
(ix) Valuation Date: (i) In respect of the determination of the Exercise Cash Settlement Amount, 17 July 2017 (the “Final Valuation Date”).
(ii) In respect of a Stop Loss Termination Event, the Stop Loss Termination Event Date.
(iii) In respect of the determination of the Optional Cash Settlement Amount, the Call Option Valuation Date.
(iv) Each Scheduled Trading Day.
(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:
(xv) Market Access Dividend and Rights Issue Provisions:
N/A N/A
(xvi) Dividend Exchange Rate: N/A
(xvii) ODI Early Redemption Event: N/A
(xviii) FINI Early Redemption Event:
(xix) Local Jurisdiction Taxes and Expenses:
N/A N/A
(xx) Other adjustments: N/A
49 Index Linked Securities: N/A
50 Inflation Linked Securities: N/A
51 FX Linked Securities: N/A
52 Credit Linked Securities: N/A
53 Commodity Linked Securities N/A
54 Debt Components: N/A
55 Interest Rate Components: N/A
56 (a) Barclays Commodity Index Linked Securities (Section 2 of the Barclays Index Annex):
(b) Barclays Equity Index Linked Securities (Section 3 of the Barclays Index Annex):
(c) Barclays FX Index Linked Securities (Section 4 of the Barclays Index Annex):
(d) Barclays Interest Rate Index Linked Securities (Section 5 of the Barclays Index Annex):
(e) Barclays Emerging Market Index Linked Securities (Section 6 of the Barclays Index Annex):
N/A
N/A
N/A
N/A
N/A
57 Fund Linked Securities: N/A
58 Settlement in respect of APK Registered Securities, Swedish Registered Securities, Italian Securities, or other Securities:
59 Additional provisions relating to payment of Exercise Price:
60 Additional provisions relating to Taxes and Settlement Expenses:
N/A
N/A
As set out in the Annex under Italian Taxation
61 Definition of In-The-Money: As defined in Condition 24 of the Base Conditions
62 Business Days:
Additional Business Centre(s):
As defined in Condition 24 of the Base Conditions London, Milan and TARGET
63 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 (save for Italy) 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 manner that will not impose any obligation on the Issuer or Manager (as the case may be) and the Determination Agent.
64 Applicable TEFRA exemption: N/A
65 Other: N/A
66 Business Day Convention: Following
67 Relevant Clearing System[s]: Euroclear Clearstream Monte Titoli
68 If syndicated, names of Managers: N/A
69 Relevant securities codes: ISIN: GB00B401SK66 Common Code: 67156919
70 Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time):
71 Additional Conditions and/or modification to the Conditions of the Securities:
N/A
N/A
Part B Other Information
1 | LISTING AND ADMISSION TO TRADING | |
(i) | Listing | Application will be made by the Issuer (or on its behalf) to list the Securities on the Italian Stock Exchange. |
No assurance can be given that such application, if made, will be granted. | ||
(ii) | Admission to trading: | Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to |
trading on the electronic Securitised Derivatives Market (‘‘SeDeX’‘) organised and managed by Borsa Italiana S.p.A..
No assurance can be given that such application, if made, will be granted.
(iii) Estimate of total expenses related to admission to trading:
Up to a maximum of EUR 900 upfront
2 RATINGS
Ratings: The Securities have not been individually rated.
3 NOTIFICATION
The Financial Services Authority of the United Kingdom has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/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: Up to EUR 1,646,150
(iii) Estimated total expenses: Up to a maximum of EUR 900 upfront
6 FIXED RATE SECURITIES ONLY - YIELD
Indication of 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
Details of the historic performance of the Reference Asset can be obtained from various internationally recognised published or electronically available news sources, for example, Reuters: CRDI.MI.
Investors should note that historical performance should not be taken as an indication of future performance of the Reference Asset. The Issuer makes no representation whatsoever, whether expressly or impliedly, as to the future performance of the Reference Asset. The Issuer does not intend to provide post-issuance information.
Investors should form their own views on the merits of an investment related to the Reference Asset based on their own investigation thereof.
The description below represents a summary only of some of the features of the investment product described in this Final Terms. It does not purport to be an exhaustive description.
The product is issued as Certificates in EUR and aims to provide exposure to the performance of the Reference Asset. An investor’s exposure to the Reference Asset will be amplified (leveraged) because part of the investment in the Reference Asset will effectively be financed by the Issuer itself. Another effect of this Issuer financing is that the purchase price of the Certificates will always be less than a corresponding direct investment in the components of the Index. The Issuer will charge a variable financing cost for providing the financing. This financing cost will accrue daily and be deducted from the amount payable to investors on redemption of the Certificates.
The Certificates will cancel automatically if the value of the Reference Asset falls to, or below, a specified level.
The amount payable on settlement of the Certificates will be determined by reference to the value of the Reference Asset, the outstanding financed amount and the Parity and any dividends that have been paid per Share during the life of the Certificates.
The maximum loss for an investor in respect of each Certificate is limited to the purchase price of the Certificate.
9 PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
N/A
10 OPERATIONAL INFORMATION
Any clearing system(s) other than [For US Warrants: DTC,] Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme (together with their addresses) and the
Monte Titoli
relevant identification number(s):
Delivery: Delivery against payment
Names and addresses of additional Paying Agents(s) (if any):
Intended to be held in a manner which would allow Eurosystem eligibility:
N/A No
11 OFFER INFORMATION
N/A
12 FORM OF RENOUNCEMENT NOTICE
RENOUNCEMENT NOTICE
(to be completed by the relevant Securityholder for the valid renouncement of Automatic Exercise of the Securities)
BARCLAYS BANK PLC
Index Linked Mini Long Certificates ISIN: GB00B401SK66
(the ‘‘Securities’‘)
To: [insert details of Relevant Clearing System in respect of Cleared Securities]
[Copy: [insert details of Issuer/Issue and Paying Agent] in respect of Cleared Securities]
We, the undersigned Securityholder(s), hereby communicate that we are renouncing the right to Automatic Exercise of the Securities specified below, in accordance with the Conditions of the Securities.
The undersigned understands that if this notice is not duly completed and delivered in accordance with the Conditions of the Securities in order to enable the Securityholder to renounce automatic redemption of the Securities prior to the Renouncement Notice Cut- Off Time, or if this notice is determined to be incomplete or not in proper form in accordance with the Conditions of the Securities, it will be treated as null and void.
ISIN Code/Series number of the Securities: GB00B401SK66 Number of Italian Securities the subject of this notice: [ ]
Name of beneficial owner of the Securities
Signature
Schedule
Exercise Cash Settlement Amount and the Optional Cash Settlement Amount Provisions
Financing Level Currency
Current Financing Level
Reference Asset Currency
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Financing Level.
In respect of any subsequent calendar day, an amount determined by the Issuer in good faith and in a reasonable manner equal to:
(CFLR + FCC – DIVC)
Where:
“CFLR”is the Current Financing Level in respect of the immediately preceding Reset Date.
“FCC” is the Funding Cost currently in respect of such calendar day.
"DIVC" is the Applicable Dividend Amount in respect of such calendar day. The Issuer shall make reasonable efforts to publish the applicable Current Financing Level on xxx.xxxxxxxx.xxx
The Current Financing Level will be published and forwarded to the relevant Exchanges, Clearing Systems and data vendors prior to 13:00 CET on the Borsa Italiana Business Day preceding the day when the Current Financing Level becomes effective.
Where:
‘‘Borsa Italiana Business Day’‘ means any Scheduled Trading Day on which Borsa Italiana is open for trading during its regular trading sessions, notwithstanding Borsa Italiana closing prior to its Scheduled Closing Time.
Initial Financing Level EUR 2.00
Reset Dates Each calendar day. The first Reset Date shall be the Listing Date.
Funding Cost In respect of any calendar day, an amount, determined by the Issuer in its discretion (exercised in good faith and in a reasonable manner) equal to: FRC × CFLR × d/365
Where:
‘‘FRC’‘ is the Funding Rate in respect of such calendar day.
‘‘CFLR’‘ is the Current Financing Level in respect of the immediately preceding Reset Date.
‘‘d’‘ is the number of calendar days from, but excluding, the immediately preceding Reset Date to, and including, such calendar day.
Funding Rate In respect of any calendar day, a rate equal to:
(RR + CM)
Where:
“CM” is the Current Margin.
“RR” is the Rate in respect of the immediately preceding Borsa Italiana Business Day.
Current Margin (CM) 3.00%
Rate In respect of any Calculation Period, the Rate shall be determined by the Issuer by reference to the one month LIBOR rate, for deposits in the Reference Asset
Currency in the inter-bank market, as published on Bloomberg page: BBAM. If such rate is unavailable, the Determination Agent may determine the Rate in good faith by reference to such other source as it deems appropriate.
Calculation Period Each period from, and excluding, one Reset Date (or, in the case of the first period the Listing Date) to, and including, the immediately following Reset Date.
Applicable Dividend Amount
In respect of any calendar day, an amount in the Financing Level Currency determined by the Issuer in good faith and in a reasonable manner with reference to any cash dividends per share declared by the issuer of the Reference Asset to holders of record of such share where the date on which the shares have commenced trading ex-dividend occurs during the relevant Calculation Period. The Applicable Dividend Amount shall be determined as that amount which would be received by the Issuer in respect of such share if it were a holder of such share (net of any deductions, withholdings or other amounts required by any applicable law or regulation, including any applicable taxes, duties or charges of any kind whatsoever), regardless of whether the Issuer actually holds the shares or not, multiplied by the Dividend Participation.
Dividend Participation 100%
Specified Early Cancellation Event Provisions
Current Stop Loss Level
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Stop Loss Level.
In respect of any subsequent calendar day, the Current Stop Loss Level shall be determined and reset on each calendar day by the Issuer, acting in its discretion (exercised in good faith and in a reasonable manner), and shall be set equal to:
(CFLC + SLPC)
Where:
‘‘CFLC” is the Current Financing Level in respect of such calendar day.
‘‘SLPC” is the Current Stop Loss Premium in respect of such calendar day. The Current Stop Loss Level shall be rounded in accordance with the Stop Loss Rounding Convention.
The Issuer shall make reasonable efforts to publish the applicable Current Stop Loss Level on xxx.xxxxxxxx.xxx.
The Current Stop Loss Level will be published and forwarded to the relevant Exchanges, Clearing Systems, data vendors prior to 13:00 CET Italian time on the Borsa Italiana Business Day preceding the day when the Current Stop Loss Level becomes effective.
Where;
‘‘Borsa Italiana Business Day” means any Scheduled Trading Day on which Borsa Italiana is open for trading during its regular trading sessions, notwithstanding Borsa Italiana closing prior to its Scheduled Closing Time.
Initial Stop Loss Level EUR 2.10, determined as an amount in the Reference Asset Currency equal to the Initial Financing Level plus the Initial Stop Loss Premium, rounded in accordance with the Stop Loss Rounding Convention
Current Stop Loss Premium
Initial Stop Loss Premium
Stop Loss Rounding Convention
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Stop Loss Premium.
In respect of any subsequent calendar day, the Current Stop Loss Premium shall be an amount in the Financing Level Currency determined by the Issuer in good faith and in a reasonable manner equal to:
Current Stop Loss Premium Percentage × CFLC Where:
“CFLC” is the Current Financing Level in respect of such calendar day. “Current Stop Loss Premium Percentage” means 5.00%.
Initial Stop Loss Premium Percentage × FLI Where:
“FLI” is the Initial Financing Level.
“Initial Stop Loss Premium Percentage” means 5.00% Upwards to the nearest Stop Loss Rounding Amount Where:
“Stop Loss Rounding Amount” means EUR 0.01
Italian Tax Disclosure
(extracted from the Italian Securities Annex of the Base Prospectus dated 14 June 2012)
The following is a summary of current Italian law and practice relating to the taxation of Italian Securities that take the form of Warrants or Certificates (the “Italian Warrants and Certificates”). The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Base Prospectus and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of Italian Warrants and Certificates and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective purchasers of the Italian Warrants and Certificates are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of Italian Warrants and Certificates.
This summary does not describe the tax consequences for an investor with respect to Italian Warrants and Certificates that will be redeemed by physical delivery. This summary does not describe the tax consequences for an investor with respect to Italian Warrants and Certificates that provide payout linked to the profits of the Issuer, profits of other company of the group or profits of the business in relation to which they are issued. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences under Italian tax law, under the tax laws of the country in which they are resident for tax purposes and of any other potentially relevant jurisdiction of acquiring, holding and disposing of Italian Warrants and Certificates and receiving payments of yield, principal and/or other amounts under Italian Warrants and Certificates, including in particular the effect of any state, regional or local tax laws.
Securitised derivatives
Pursuant to the generally followed interpretation if the Italian Warrants and Certificates qualifies as securitised derivatives, where the Italian resident investor is (i) an individual not engaged in an entrepreneurial activity to which the Italian Warrants and Certificates are connected, (ii) a non- commercial partnership, pursuant to article 5 of TUIR (with the exception of general partnership, limited partnership and similar entities) (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains accrued under the sale or the exercise of Italian Warrants and Certificates are subject to a 20 per cent. substitute tax (imposta sostitutiva) (article 67 of Presidential Decree No. 917 of 22 December 1986 (the “TUIR”) and Legislative Decree No. 461 of 21 November 1997 (“Decree No. 461”)). The recipient may opt for three different taxation criteria.
(1) Under the tax declaration regime (regime della dichiarazione), which is the default regime for taxation of capital gains realised by Italian resident individuals not engaged in an entrepreneurial activity to which the Italian Warrants and Certificates are connected, the imposta sostitutiva on capital gains will be chargeable, on a yearly cumulative basis, on all capital gains, net of any off-settable capital loss, realised by the Italian resident individual holding the Italian Warrants and Certificates not in connection with an entrepreneurial
activity pursuant to all sales or redemptions of Italian Warrants and Certificates carried out during any given tax year. Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains realised from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant capital losses.
(2) As an alternative to the tax declaration regime, Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of Italian Warrants and Certificates (the “risparmio amministrato” regime provided for by article 6 of Decree No. 461). Such separate taxation of capital gains is allowed subject to (i) the Italian Warrants and Certificates being deposited with Italian banks, SIMs or certain authorised financial intermediaries and (ii) an express valid election for the risparmio amministrato regime being punctually made in writing by the relevant investor. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of Italian Warrants and Certificates (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the investor or using funds provided by the investor for this purpose. Under the risparmio amministrato regime, where a sale or redemption of Italian Warrants and Certificates results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the following tax years up to the fourth. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains realised from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant capital losses. Under the risparmio amministrato regime, the investor is not required to declare the capital gains in the annual tax return.
(3) Any capital gains realised or accrued by Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Italian Warrants and Certificates, to an authorised intermediary and have validly opted for the so-called “risparmio gestito” regime (regime provided for by article 7 of Decree No. 461) will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under this risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Depreciation of the managed assets accrued before 1 January 2012 may be carried forward to be offset against subsequent increase in value of the managed assets accrued from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant depreciation. Under the risparmio gestito regime, the investor is not required to declare the capital gains realised in the annual tax return.
Where an Italian resident investor is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Italian Warrants and Certificates are effectively connected, capital gains arising from Italian Warrants and Certificates will not be subject to imposta sostitutiva, but must be included in the relevant investor's income tax return and are therefore subject to Italian corporate tax and, in certain circumstances, depending on the “status” of the investor, also as a part of the net value of production for IRAP purposes.
Any capital gains realised by a investor which is an open-ended or close-ended investment fund (subject to the tax regime provided by Law No. 77 of 23 March 1983, a “Fund”) or a SICAV will be included in the result of the relevant portfolio accrued and will not be subject neither to substitutive tax nor to any other income tax in the hands of the Fund or the SICAV.
Any capital gains realised by an investor which is an Italian pension fund (subject to the regime provided by article 17 of the Legislative Decree No. 252 of 5 December 2005) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. ad hoc substitute tax.
Any capital gains realised by an Italian real estate fund created under Article 37 of Italian Legislative Decree No. 58 of 24 February 1994 and Article 14 bis of Law No. 86 of 25 January 1994, shall not be subject to any substitute tax at the fund level nor to any other income tax in the hands of the fund.
Capital gains realised by non-Italian resident beneficial owner are not subject to Italian taxation provided that Italian Warrants and Certificates (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
The provisions of the applicable tax treaties against double taxation entered into by Italy apply if more favourable and all relevant conditions are met.
In accordance with a different interpretation of current tax law, it is possible that Italian Warrants and Certificates would be considered as “atypical securities” pursuant to article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Italian Warrants and Certificates may be subject to the tax treatment applicable to the "atypical Securities" as indicated below.
Atypical Securities
Payments relating to atypical securities may be subject to an Italian withholding tax levied at the rate of 20 per cent.
The 20 per cent. withholding tax mentioned above does not apply to payments made to a non- Italian resident holder of the Italian Warrants and Certificates and to an Italian resident holder of the Italian Warrants and Certificates which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
The withholding is levied by the Italian intermediary appointed by the Issuer, intervening in the collection of the relevant income or in the negotiation or repurchasing of the Italian Warrants and Certificates.
Inheritance and gift taxes
Pursuant to Law Decree No. 262 of 3 October 2006, converted into Law No. 286 of 24 November 2006, the transfers of any valuable asset (including shares, bonds or other securities) as a result of death or donation are taxed as follows:
(i) transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or the gift exceeding EUR 1,000,000;
(i) transfers in favour of relatives to the fourth degree and relatives-in-law to the third degree, are subject to an inheritance and gift tax applied at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of brothers/sisters are subject to the 6 per cent. inheritance and gift tax on the value of the inheritance or the gift exceeding EUR 100,000; and
(ii) any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.
Transfer Tax
Contracts relating to the transfer of securities are subject to the registration tax as follows: (i) public deeds and notarized deeds are subject to fixed registration tax at rate of EUR 168; and (ii) private deeds are subject to registration tax only in case of use or voluntary registration.
Implementation in Italy of the EU Savings Directive
Italy has implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April 2005 (“Decree No. 84”). Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian qualified paying agents shall not apply the withholding tax and shall report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian Tax Authorities to the competent foreign tax authorities of the State of residence of the beneficial owner.
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
2,255,000 ENI SpA Linked Mini Long Certificates ISIN code: GB00B40NX298
under the Global Structured Securities Programme Issue Price: EUR 2.92 per Security
This document constitutes the final terms of the Exercisable Certificates (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 16 July 2012
1
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 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
CREST Agent: N/A
Italian Securities 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 AND THE SUPPLEMENTAL PROSPECTUS, SEE “PURCHASE AND SALE” IN THE BASE PROSPECTUS.
These Securities are Italian Securities which are Italian Offered Securities and Italian Listed securities. Securityholders should refer to the provisions of the Italian Securities Annex to the Base Prospectus which shall apply to the Securities.
These Securities are Share Mini Long/ Short Certificates. Securityholders should refer to paragraph 4 of the Bmarkets Product Elections in Part C of the Equity Linked Annex which shall apply to the Securities. For ease of reference, the relevant Bmarkets Product Elections are set out below.
For the purposes of the Bmarkets Product Elections, the Securities shall a Local Currency Issuance.
Provisions relating to the Securities
1 (i) Series:
(ii) Tranche:
GSN1346 1
2 Currency: Euro (‘‘EUR’‘) (the ‘‘Issue Currency’‘)
3 Number of Warrants or Exercisable Certificates being issued:
4 (i) Minimum Tradable Amount:
(ii) Calculation Amount per Security as at the Issue Date:
5 Form:
(i) Global/Definitive/ Uncertificated and dematerialised:
2,255,000 Securities
N/A
1 Certificate
Global Bearer Securities: Permanent Global Security
(ii) NGN Form: N/A
(iii) Held under the NSS: N/A
(iv) CGN Form: Applicable
(v) CDIs: N/A
6 Trade Date: 16 July 2012
7 Issue Date: 16 July 2012
8 Issue Price: EUR 2.92 per Security.
9 Relevant Stock Exchange[s]: Italian Stock Exchange
10 The following Relevant Annex(es) shall apply to the Securities:
Equity Linked Annex Italian Securities Annex
11 Interest: N/A
12 Interest Amount: N/A
13 Interest Rates:
(i) Fixed Rate:
(ii) Floating Rate:
(iii) Variable Rate:
N/A N/A N/A
(iv) Zero Coupon: N/A
14 Screen Rate Determination: N/A
15 ISDA Determination: N/A
16 Margin: N/A
17 Minimum/Maximum Interest Rate: N/A
18 Interest Commencement Date: N/A
19 Interest Determination Date: N/A
20 Interest Calculation Periods: N/A
21 Interest Payment Dates: N/A
22 Day Count Fraction: N/A
23 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:
24 (i) Exercise Style:
(ii) Multiple Exercise Securities
N/A
European Style N/A
25 Call/Put Securities: Other Exercise Securities
26 Units: The Securities must be exercised in Units. Each Unit consists of 1 Security.
27 Exercise Price: N/A
28 Exercise Date(s): Expiration Date
29 Exercise Parameters: N/A
30 Potential Exercise Business Dates: N/A
31 Exercise Business Day: N/A
32 Exercise Period: N/A
33 Expiration Date: The Business Day immediately following the Final Valuation Date
34 (i) Automatic Exercise: Applicable
(ii) Renouncement Notice Cut-Off Time:
35 Minimum Number Exercise Requirement:
10 a.m. Milan Time the Business Day immediately following the Expiration Date
N/A
36 Maximum Daily Number: N/A
37 Nominal Call Event: N/A
(i) Nominal Call Threshold Amount:
N/A
(ii) Nominal Call Threshold N/A
38 | Percentage: Settlement Method: | Cash Settlement | |
39 | Settlement Currency: | EUR | |
40 | Settlement Number: | As defined in Condition 24 of the Base Conditions | |
41 | T | ||
(i) Exercise Cash Settlement | In respect of each Security, a cash amount determined | ||
Amount: | by the Determination Agent as follows: | ||
Max (0, UV – CFLV) × Parity | |||
Where: | |||
“Parity” means in respect of each Security, 1. | |||
“UV” is the Valuation Price on the relevant Valuation Date. | |||
‘‘CFLV” is the Current Financing Level (as set out in the | |||
Schedule) in respect of the relevant Valuation Date. | |||
“Valuation Price” means, in respect of a Valuation | |||
Date and any relevant Scheduled Trading Day, the | |||
official closing reference price of such Share as | |||
determined by Borsa Italiana for such day. | |||
''Final Valuation Date'' and ''Valuation Date'' have the | |||
meanings set out in Paragraph 48 below. | |||
Further definitions are set out in the Schedule. | |||
(ii) Exercise Cash Settlement Date: | The 10th Business Day following the Expiration Date | ||
(iii) Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions | ||
(iv) Early Cancellation Date: | As defined in Condition 24 of the Base Conditions | ||
42 | Specified Early Cancellation Event: | Applicable. | |
If, on any day from, and including, the Listing Date, to | |||
and including the Final Valuation Date the Issuer | |||
determines in good faith and in a reasonable manner | |||
that the Price of the Reference Asset is equal to, or | |||
lower than, the prevailing Current Stop Loss Level (as | |||
further defined in the Schedule) (a ‘‘Stop Loss | |||
Termination Event’‘ and the date of such occurrence, | |||
the ‘‘Stop Loss Termination Event Date’‘), the Issuer | |||
shall notify the Securityholder of the occurrence of | |||
the Stop Loss Termination Event and the Specified | |||
Early Cash Settlement Amount as soon as calculated | |||
and shall cancel all of the Securities (in whole only) on | |||
the Specified Early Cash Cancellation Date. | |||
Where: |
“Listing Date” means the day on which Securities are admitted to trading on the electronic Securitised Derivatives Market ("SeDeX") as notified by Borsa Italiana S.p.A
For the avoidance of doubt, the Listing Date cannot occur before the Issue Date.
The Issuer shall publish the Listing Date on xxx.xxxxxxxx.xxx on the day on which the Securities are listed or as soon as reasonably practicable thereafter.
"Price" means the Valuation Price or, if in the determination of the Determination Agent, the Valuation Price is not available and no Market Disruption Event has occurred and is continuing, an amount determined by the Determination Agent as its good faith estimate of the price of the Reference Asset on such date having regard to the then prevailing market conditions, the last reported trading price of the Reference Asset on the Exchange and such other factors as the Determination Agent determines relevant.
“Valuation Price” means, in respect of a Valuation Date and any relevant Scheduled Trading Day, the official closing reference price of the Share as determined by Borsa Italiana for such day.
(i) Automatic Early Cancellation Applicable with respect to a Stop Loss Termination
Event.
(ii) Cash Settled Securities: Applicable
(a) Specified Early Cash Settlement Amount:
In respect of each Security, a cash amount determined by the Determination Agent in good faith and in a reasonable manner on the relevant Valuation Date as follows:
Max (0, SLTRP – CFLV) × Parity
Where:
“Parity” means in respect of each Security, 1.
‘‘SLTRP” is the Stop Loss Termination Reference Price. ‘‘CFLV” is the Current Financing Level (as set out in the Schedule) in respect of the relevant Valuation Date.
‘‘Stop Loss Termination Reference Price” means, in respect of the relevant Valuation Date the lowest price of the Reference Asset on the Exchange on the Stop
(b) Specified Early Cash Cancellation Date:
Loss Termination Event Date.
Further definitions are set out in the Schedule.
5th Business Day following the relevant Valuation Date
(iii) Physically Delivered Securities: N/A
(iv) Specified Early Cancellation Notice Period:
The Issuer shall promptly notify the Securityholder of the occurrence of a Specified Early Redemption Event.
43 Call Option: Applicable. The Issuer may cancel all Securities in whole in accordance with the provisions below.
(i) Cash Settled Securities: Applicable
(a) Optional Cash Settlement Amount:
In respect of each Security, a cash amount determined by the Determination Agent on the relevant Valuation Date as follows:
Max (0, UV– CFLV) × Parity Where;
‘‘Call Option Notice Date” means the Business Day on which the Issuer gives notice to the Securityholders.
‘‘Call Option Valuation Date” means the first Scheduled Trading Day falling six months following the Call Option Notice Date.
“Parity” means in respect of each Security, 1.
‘‘UV” is the Valuation Price on the relevant Valuation Date.
‘‘CFLV” is the Current Financing Level (as set out in the Schedule) in respect of the relevant Valuation Date. “Valuation Price” means, in respect of a Valuation Date and any relevant Scheduled Trading Day, the
official closing reference price of the Share as
determined by Borsa Italiana for such day.
''Valuation Date'' has the meaning set out in Paragraph 48 below.
(b) Optional Cash Cancellation Date:
5th Business Day following the Call Option Valuation Date
(ii) Physically Delivered Securities: N/A
(iii) Issuer Option Exercise Date(s): On any Business Day during the Issuer Option Exercise
Period
(iv) Issuer Option Exercise Period: The period from and including the issuer first Business
Day falling one year following the Issue Date to but excluding the Business Day falling six months
preceding the Final Valuation Date
(v) Issuer Notice Period Number: Not less than six months
44 Put Option: N/A
45 Terms relating to Physically Delivered Securities:
N/A
46 Multiplier: See the definition of Parity above
47 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:
(i) Affected Jurisdiction Hedging Disruption:
(ii) Affected Jurisdiction Increased Cost of Hedging:
N/A N/A
(iii) Affected Jurisdiction: N/A
(iv) Other Additional Disruption Events:
(v) The following shall not constitute Additional Disruption Events:
N/A N/A
48 Share Linked Securities: Applicable
Share | ENI SpA (which is an ''Italian Share'' for the purposes of this Security.) |
Reference Asset Currency | EUR |
Reuters Code (for identification purposes only) | ENI.MI |
Bloomberg Ticker (for identification purposes only) | ENI IM |
ISIN (where applicable) | IT0003132476 |
(i) Share(s) (each a “Reference Asset”):
(ii) Exchange(s): Borsa Italiana S.p.A.
(iii) Related Exchange(s): All Exchanges
(iv) Exchange Rate: N/A
(v) Weighting for each Reference Asset comprising the Basket of Reference Assets:
(vi) Initial Price of each Reference Asset:
N/A
N/A
(vii) Number of Shares: N/A
(viii) Substitution of Shares: N/A
(ix) Valuation Date: (i) In respect of the determination of the Exercise Cash Settlement Amount, 17 July 2017 (the “Final Valuation Date”).
(ii) In respect of a Stop Loss Termination Event, the Stop Loss Termination Event Date.
(iii) In respect of the determination of the Optional Cash Settlement Amount, the Call Option Valuation Date.
(iv) Each Scheduled Trading Day.
(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:
(xv) Market Access Dividend and Rights Issue Provisions:
N/A N/A
(xvi) Dividend Exchange Rate: N/A
(xvii) ODI Early Redemption Event: N/A
(xviii) FINI Early Redemption Event:
(xix) Local Jurisdiction Taxes and Expenses:
N/A N/A
(xx) Other adjustments: N/A
49 Index Linked Securities: N/A
50 Inflation Linked Securities: N/A
51 FX Linked Securities: N/A
52 Credit Linked Securities: N/A
53 Commodity Linked Securities N/A
54 Debt Components: N/A
55 Interest Rate Components: N/A
56 (a) Barclays Commodity Index Linked Securities (Section 2 of the Barclays Index Annex):
(b) Barclays Equity Index Linked Securities (Section 3 of the Barclays Index Annex):
(c) Barclays FX Index Linked Securities (Section 4 of the Barclays Index Annex):
(d) Barclays Interest Rate Index Linked Securities (Section 5 of the Barclays Index Annex):
(e) Barclays Emerging Market Index Linked Securities (Section 6 of the Barclays Index Annex):
N/A
N/A
N/A
N/A
N/A
57 Fund Linked Securities: N/A
58 Settlement in respect of APK Registered Securities, Swedish Registered Securities, Italian Securities, or other Securities:
59 Additional provisions relating to payment of Exercise Price:
60 Additional provisions relating to Taxes and Settlement Expenses:
N/A
N/A
As set out in the Annex under Italian Taxation
61 Definition of In-The-Money: As defined in Condition 24 of the Base Conditions
62 Business Days:
Additional Business Centre(s):
As defined in Condition 24 of the Base Conditions London, Milan and TARGET
63 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 (save for Italy) 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 manner that will not impose any obligation on the Issuer or Manager (as the case may be) and the Determination Agent.
64 Applicable TEFRA exemption: N/A
65 Other: N/A
66 Business Day Convention: Following
67 Relevant Clearing System[s]: Euroclear Clearstream Monte Titoli
68 If syndicated, names of Managers: N/A
69 Relevant securities codes: ISIN: GB00B40NX298 Common Code: 67156935
70 Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time):
71 Additional Conditions and/or modification to the Conditions of the Securities:
N/A
N/A
Part B Other Information
1 | LISTING AND ADMISSION TO TRADING | |
(i) | Listing | Application will be made by the Issuer (or on its behalf) to list the Securities on the Italian Stock Exchange. |
No assurance can be given that such application, if made, will be granted. | ||
(ii) | Admission to trading: | Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to |
trading on the electronic Securitised Derivatives Market (‘‘SeDeX’‘) organised and managed by Borsa Italiana S.p.A..
No assurance can be given that such application, if made, will be granted.
(iii) Estimate of total expenses related to admission to trading:
Up to a maximum of EUR 900 upfront
2 RATINGS
Ratings: The Securities have not been individually rated.
3 NOTIFICATION
The Financial Services Authority of the United Kingdom has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/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: Up to EUR 6,584,600
(iii) Estimated total expenses: Up to a maximum of EUR 900 upfront
6 FIXED RATE SECURITIES ONLY - YIELD
Indication of 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
Details of the historic performance of the Reference Asset can be obtained from various internationally recognised published or electronically available news sources, for example, Reuters: ENI.MI.
Investors should note that historical performance should not be taken as an indication of future performance of the Reference Asset. The Issuer makes no representation whatsoever, whether expressly or impliedly, as to the future performance of the Reference Asset. The Issuer does not intend to provide post-issuance information.
Investors should form their own views on the merits of an investment related to the Reference Asset based on their own investigation thereof.
The description below represents a summary only of some of the features of the investment product described in this Final Terms. It does not purport to be an exhaustive description.
The product is issued as Certificates in EUR and aims to provide exposure to the performance of the Reference Asset. An investor’s exposure to the Reference Asset will be amplified (leveraged) because part of the investment in the Reference Asset will effectively be financed by the Issuer itself. Another effect of this Issuer financing is that the purchase price of the Certificates will always be less than a corresponding direct investment in the components of the Index. The Issuer will charge a variable financing cost for providing the financing. This financing cost will accrue daily and be deducted from the amount payable to investors on redemption of the Certificates.
The Certificates will cancel automatically if the value of the Reference Asset falls to, or below, a specified level.
The amount payable on settlement of the Certificates will be determined by reference to the value of the Reference Asset, the outstanding financed amount and the Parity and any dividends that have been paid per Share during the life of the Certificates.
The maximum loss for an investor in respect of each Certificate is limited to the purchase price of the Certificate.
9 PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
N/A
10 OPERATIONAL INFORMATION
Any clearing system(s) other than [For US Warrants: DTC,] Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme (together with their addresses) and the
Monte Titoli
relevant identification number(s):
Delivery: Delivery against payment
Names and addresses of additional Paying Agents(s) (if any):
Intended to be held in a manner which would allow Eurosystem eligibility:
N/A No
11 OFFER INFORMATION
N/A
12 FORM OF RENOUNCEMENT NOTICE
RENOUNCEMENT NOTICE
(to be completed by the relevant Securityholder for the valid renouncement of Automatic Exercise of the Securities)
BARCLAYS BANK PLC
Index Linked Mini Long Certificates ISIN: GB00B40NX298
(the ‘‘Securities’‘)
To: [insert details of Relevant Clearing System in respect of Cleared Securities]
[Copy: [insert details of Issuer/Issue and Paying Agent] in respect of Cleared Securities]
We, the undersigned Securityholder(s), hereby communicate that we are renouncing the right to Automatic Exercise of the Securities specified below, in accordance with the Conditions of the Securities.
The undersigned understands that if this notice is not duly completed and delivered in accordance with the Conditions of the Securities in order to enable the Securityholder to renounce automatic redemption of the Securities prior to the Renouncement Notice Cut- Off Time, or if this notice is determined to be incomplete or not in proper form in accordance with the Conditions of the Securities, it will be treated as null and void.
ISIN Code/Series number of the Securities: GB00B40NX298 Number of Italian Securities the subject of this notice: [ ]
Name of beneficial owner of the Securities
Signature
Schedule
Exercise Cash Settlement Amount and the Optional Cash Settlement Amount Provisions
Financing Level Currency
Current Financing Level
Reference Asset Currency
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Financing Level.
In respect of any subsequent calendar day, an amount determined by the Issuer in good faith and in a reasonable manner equal to:
(CFLR + FCC – DIVC)
Where:
“CFLR”is the Current Financing Level in respect of the immediately preceding Reset Date.
“FCC” is the Funding Cost currently in respect of such calendar day.
"DIVC" is the Applicable Dividend Amount in respect of such calendar day. The Issuer shall make reasonable efforts to publish the applicable Current Financing Level on xxx.xxxxxxxx.xxx
The Current Financing Level will be published and forwarded to the relevant Exchanges, Clearing Systems and data vendors prior to 13:00 CET on the Borsa Italiana Business Day preceding the day when the Current Financing Level becomes effective.
Where:
‘‘Borsa Italiana Business Day’‘ means any Scheduled Trading Day on which Borsa Italiana is open for trading during its regular trading sessions, notwithstanding Borsa Italiana closing prior to its Scheduled Closing Time.
Initial Financing Level EUR 14.00
Reset Dates Each calendar day. The first Reset Date shall be the Listing Date.
Funding Cost In respect of any calendar day, an amount, determined by the Issuer in its discretion (exercised in good faith and in a reasonable manner) equal to: FRC × CFLR × d/365
Where:
‘‘FRC’‘ is the Funding Rate in respect of such calendar day.
‘‘CFLR’‘ is the Current Financing Level in respect of the immediately preceding Reset Date.
‘‘d’‘ is the number of calendar days from, but excluding, the immediately preceding Reset Date to, and including, such calendar day.
Funding Rate In respect of any calendar day, a rate equal to:
(RR + CM)
Where:
“CM” is the Current Margin.
“RR” is the Rate in respect of the immediately preceding Borsa Italiana Business Day.
Current Margin (CM) 3.00%
Rate In respect of any Calculation Period, the Rate shall be determined by the Issuer by reference to the one month LIBOR rate, for deposits in the Reference Asset
Currency in the inter-bank market, as published on Bloomberg page: BBAM. If such rate is unavailable, the Determination Agent may determine the Rate in good faith by reference to such other source as it deems appropriate.
Calculation Period Each period from, and excluding, one Reset Date (or, in the case of the first period the Listing Date) to, and including, the immediately following Reset Date.
Applicable Dividend Amount
In respect of any calendar day, an amount in the Financing Level Currency determined by the Issuer in good faith and in a reasonable manner with reference to any cash dividends per share declared by the issuer of the Reference Asset to holders of record of such share where the date on which the shares have commenced trading ex-dividend occurs during the relevant Calculation Period. The Applicable Dividend Amount shall be determined as that amount which would be received by the Issuer in respect of such share if it were a holder of such share (net of any deductions, withholdings or other amounts required by any applicable law or regulation, including any applicable taxes, duties or charges of any kind whatsoever), regardless of whether the Issuer actually holds the shares or not, multiplied by the Dividend Participation.
Dividend Participation 100%
Specified Early Cancellation Event Provisions
Current Stop Loss Level
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Stop Loss Level.
In respect of any subsequent calendar day, the Current Stop Loss Level shall be determined and reset on each calendar day by the Issuer, acting in its discretion (exercised in good faith and in a reasonable manner), and shall be set equal to:
(CFLC + SLPC)
Where:
‘‘CFLC” is the Current Financing Level in respect of such calendar day.
‘‘SLPC” is the Current Stop Loss Premium in respect of such calendar day. The Current Stop Loss Level shall be rounded in accordance with the Stop Loss Rounding Convention.
The Issuer shall make reasonable efforts to publish the applicable Current Stop Loss Level on xxx.xxxxxxxx.xxx.
The Current Stop Loss Level will be published and forwarded to the relevant Exchanges, Clearing Systems, data vendors prior to 13:00 CET Italian time on the Borsa Italiana Business Day preceding the day when the Current Stop Loss Level becomes effective.
Where;
‘‘Borsa Italiana Business Day” means any Scheduled Trading Day on which Borsa Italiana is open for trading during its regular trading sessions, notwithstanding Borsa Italiana closing prior to its Scheduled Closing Time.
Initial Stop Loss Level EUR 14.70, determined as an amount in the Reference Asset Currency equal to the Initial Financing Level plus the Initial Stop Loss Premium, rounded in accordance with the Stop Loss Rounding Convention
Current Stop Loss Premium
Initial Stop Loss Premium
Stop Loss Rounding Convention
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Stop Loss Premium.
In respect of any subsequent calendar day, the Current Stop Loss Premium shall be an amount in the Financing Level Currency determined by the Issuer in good faith and in a reasonable manner equal to:
Current Stop Loss Premium Percentage × CFLC Where:
“CFLC” is the Current Financing Level in respect of such calendar day. “Current Stop Loss Premium Percentage” means 5.00%.
Initial Stop Loss Premium Percentage × FLI Where:
“FLI” is the Initial Financing Level.
“Initial Stop Loss Premium Percentage” means 5.00% Upwards to the nearest Stop Loss Rounding Amount Where:
“Stop Loss Rounding Amount” means EUR 0.10
Italian Tax Disclosure
(extracted from the Italian Securities Annex of the Base Prospectus dated 14 June 2012)
The following is a summary of current Italian law and practice relating to the taxation of Italian Securities that take the form of Warrants or Certificates (the “Italian Warrants and Certificates”). The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Base Prospectus and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of Italian Warrants and Certificates and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective purchasers of the Italian Warrants and Certificates are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of Italian Warrants and Certificates.
This summary does not describe the tax consequences for an investor with respect to Italian Warrants and Certificates that will be redeemed by physical delivery. This summary does not describe the tax consequences for an investor with respect to Italian Warrants and Certificates that provide payout linked to the profits of the Issuer, profits of other company of the group or profits of the business in relation to which they are issued. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences under Italian tax law, under the tax laws of the country in which they are resident for tax purposes and of any other potentially relevant jurisdiction of acquiring, holding and disposing of Italian Warrants and Certificates and receiving payments of yield, principal and/or other amounts under Italian Warrants and Certificates, including in particular the effect of any state, regional or local tax laws.
Securitised derivatives
Pursuant to the generally followed interpretation if the Italian Warrants and Certificates qualifies as securitised derivatives, where the Italian resident investor is (i) an individual not engaged in an entrepreneurial activity to which the Italian Warrants and Certificates are connected, (ii) a non- commercial partnership, pursuant to article 5 of TUIR (with the exception of general partnership, limited partnership and similar entities) (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains accrued under the sale or the exercise of Italian Warrants and Certificates are subject to a 20 per cent. substitute tax (imposta sostitutiva) (article 67 of Presidential Decree No. 917 of 22 December 1986 (the “TUIR”) and Legislative Decree No. 461 of 21 November 1997 (“Decree No. 461”)). The recipient may opt for three different taxation criteria.
(1) Under the tax declaration regime (regime della dichiarazione), which is the default regime for taxation of capital gains realised by Italian resident individuals not engaged in an entrepreneurial activity to which the Italian Warrants and Certificates are connected, the imposta sostitutiva on capital gains will be chargeable, on a yearly cumulative basis, on all capital gains, net of any off-settable capital loss, realised by the Italian resident individual holding the Italian Warrants and Certificates not in connection with an entrepreneurial
activity pursuant to all sales or redemptions of Italian Warrants and Certificates carried out during any given tax year. Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains realised from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant capital losses.
(2) As an alternative to the tax declaration regime, Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of Italian Warrants and Certificates (the “risparmio amministrato” regime provided for by article 6 of Decree No. 461). Such separate taxation of capital gains is allowed subject to (i) the Italian Warrants and Certificates being deposited with Italian banks, SIMs or certain authorised financial intermediaries and (ii) an express valid election for the risparmio amministrato regime being punctually made in writing by the relevant investor. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of Italian Warrants and Certificates (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the investor or using funds provided by the investor for this purpose. Under the risparmio amministrato regime, where a sale or redemption of Italian Warrants and Certificates results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the following tax years up to the fourth. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains realised from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant capital losses. Under the risparmio amministrato regime, the investor is not required to declare the capital gains in the annual tax return.
(3) Any capital gains realised or accrued by Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Italian Warrants and Certificates, to an authorised intermediary and have validly opted for the so-called “risparmio gestito” regime (regime provided for by article 7 of Decree No. 461) will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under this risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Depreciation of the managed assets accrued before 1 January 2012 may be carried forward to be offset against subsequent increase in value of the managed assets accrued from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant depreciation. Under the risparmio gestito regime, the investor is not required to declare the capital gains realised in the annual tax return.
Where an Italian resident investor is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Italian Warrants and Certificates are effectively connected, capital gains arising from Italian Warrants and Certificates will not be subject to imposta sostitutiva, but must be included in the relevant investor's income tax return and are therefore subject to Italian corporate tax and, in certain circumstances, depending on the “status” of the investor, also as a part of the net value of production for IRAP purposes.
Any capital gains realised by a investor which is an open-ended or close-ended investment fund (subject to the tax regime provided by Law No. 77 of 23 March 1983, a “Fund”) or a SICAV will be included in the result of the relevant portfolio accrued and will not be subject neither to substitutive tax nor to any other income tax in the hands of the Fund or the SICAV.
Any capital gains realised by an investor which is an Italian pension fund (subject to the regime provided by article 17 of the Legislative Decree No. 252 of 5 December 2005) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. ad hoc substitute tax.
Any capital gains realised by an Italian real estate fund created under Article 37 of Italian Legislative Decree No. 58 of 24 February 1994 and Article 14 bis of Law No. 86 of 25 January 1994, shall not be subject to any substitute tax at the fund level nor to any other income tax in the hands of the fund.
Capital gains realised by non-Italian resident beneficial owner are not subject to Italian taxation provided that Italian Warrants and Certificates (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
The provisions of the applicable tax treaties against double taxation entered into by Italy apply if more favourable and all relevant conditions are met.
In accordance with a different interpretation of current tax law, it is possible that Italian Warrants and Certificates would be considered as “atypical securities” pursuant to article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Italian Warrants and Certificates may be subject to the tax treatment applicable to the "atypical Securities" as indicated below.
Atypical Securities
Payments relating to atypical securities may be subject to an Italian withholding tax levied at the rate of 20 per cent.
The 20 per cent. withholding tax mentioned above does not apply to payments made to a non- Italian resident holder of the Italian Warrants and Certificates and to an Italian resident holder of the Italian Warrants and Certificates which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
The withholding is levied by the Italian intermediary appointed by the Issuer, intervening in the collection of the relevant income or in the negotiation or repurchasing of the Italian Warrants and Certificates.
Inheritance and gift taxes
Pursuant to Law Decree No. 262 of 3 October 2006, converted into Law No. 286 of 24 November 2006, the transfers of any valuable asset (including shares, bonds or other securities) as a result of death or donation are taxed as follows:
(i) transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or the gift exceeding EUR 1,000,000;
(i) transfers in favour of relatives to the fourth degree and relatives-in-law to the third degree, are subject to an inheritance and gift tax applied at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of brothers/sisters are subject to the 6 per cent. inheritance and gift tax on the value of the inheritance or the gift exceeding EUR 100,000; and
(ii) any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.
Transfer Tax
Contracts relating to the transfer of securities are subject to the registration tax as follows: (i) public deeds and notarized deeds are subject to fixed registration tax at rate of EUR 168; and (ii) private deeds are subject to registration tax only in case of use or voluntary registration.
Implementation in Italy of the EU Savings Directive
Italy has implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April 2005 (“Decree No. 84”). Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian qualified paying agents shall not apply the withholding tax and shall report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian Tax Authorities to the competent foreign tax authorities of the State of residence of the beneficial owner.
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
2,255,000 UniCredit SpA Linked Mini Short Certificates ISIN code: GB00B4L60826
under the Global Structured Securities Programme Issue Price: EUR 2.27 per Security
This document constitutes the final terms of the Exercisable Certificates (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 16 July 2012
1
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 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
CREST Agent: N/A
Italian Securities 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 AND THE SUPPLEMENTAL PROSPECTUS, SEE “PURCHASE AND SALE” IN THE BASE PROSPECTUS.
These Securities are Italian Securities which are Italian Offered Securities and Italian Listed securities. Securityholders should refer to the provisions of the Italian Securities Annex to the Base Prospectus which shall apply to the Securities.
These Securities are Share Mini Long/ Short Certificates. Securityholders should refer to paragraph 4 of the Bmarkets Product Elections in Part C of the Equity Linked Annex which shall apply to the Securities. For ease of reference, the relevant Bmarkets Product Elections are set out below.
For the purposes of the Bmarkets Product Elections, the Securities shall a Local Currency Issuance.
Provisions relating to the Securities
1 (i) Series:
(ii) Tranche:
GSN1349 1
2 Currency: Euro (‘‘EUR’‘) (the ‘‘Issue Currency’‘)
3 Number of Warrants or Exercisable Certificates being issued:
4 (i) Minimum Tradable Amount:
(ii) Calculation Amount per Security as at the Issue Date:
5 Form:
(i) Global/Definitive/ Uncertificated and dematerialised:
2,255,000 Securities
N/A
1 Certificate
Global Bearer Securities: Permanent Global Security
(ii) NGN Form: N/A
(iii) Held under the NSS: N/A
(iv) CGN Form: Applicable
(v) CDIs: N/A
6 Trade Date: 16 July 2012
7 Issue Date: 16 July 2012
8 Issue Price: EUR 2.27 per Security.
9 Relevant Stock Exchange[s]: Italian Stock Exchange
10 The following Relevant Annex(es) shall apply to the Securities:
Equity Linked Annex Italian Securities Annex
11 Interest: N/A
12 Interest Amount: N/A
13 Interest Rates:
(i) Fixed Rate:
(ii) Floating Rate:
(iii) Variable Rate:
N/A N/A N/A
(iv) Zero Coupon: N/A
14 Screen Rate Determination: N/A
15 ISDA Determination: N/A
16 Margin: N/A
17 Minimum/Maximum Interest Rate: N/A
18 Interest Commencement Date: N/A
19 Interest Determination Date: N/A
20 Interest Calculation Periods: N/A
21 Interest Payment Dates: N/A
22 Day Count Fraction: N/A
23 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:
24 (i) Exercise Style:
(ii) Multiple Exercise Securities
N/A
European Style N/A
25 Call/Put Securities: Other Exercise Securities
26 Units: The Securities must be exercised in Units. Each Unit consists of 1 Security.
27 Exercise Price: N/A
28 Exercise Date(s): Expiration Date
29 Exercise Parameters: N/A
30 Potential Exercise Business Dates: N/A
31 Exercise Business Day: N/A
32 Exercise Period: N/A
33 Expiration Date: The Business Day immediately following the Final Valuation Date
34 (i) Automatic Exercise: Applicable
(ii) Renouncement Notice Cut-Off Time:
35 Minimum Number Exercise Requirement:
10 a.m. Milan Time the Business Day immediately following the Expiration Date
N/A
36 Maximum Daily Number: N/A
37 Nominal Call Event: N/A
(i) Nominal Call Threshold Amount:
N/A
(ii) Nominal Call Threshold N/A
38 | Percentage: Settlement Method: | Cash Settlement | |
39 | Settlement Currency: | EUR | |
40 | Settlement Number: | As defined in Condition 24 of the Base Conditions | |
41 | T | ||
(i) Exercise Cash Settlement | In respect of each Security, a cash amount determined | ||
Amount: | by the Determination Agent as follows: | ||
Max (0, CFLV – UV) × Parity | |||
Where: | |||
“Parity” means in respect of each Security, 1. | |||
“UV” is the Valuation Price on the relevant Valuation Date. | |||
‘‘CFLV” is the Current Financing Level (as set out in the | |||
Schedule) in respect of the relevant Valuation Date. | |||
“Valuation Price” means, in respect of a Valuation | |||
Date and any relevant Scheduled Trading Day, the | |||
official closing reference price of such Share as | |||
determined by Borsa Italiana for such day. | |||
''Final Valuation Date'' and ''Valuation Date'' have the | |||
meanings set out in Paragraph 48 below. | |||
Further definitions are set out in the Schedule. | |||
(ii) Exercise Cash Settlement Date: | The 10th Business Day following the Expiration Date | ||
(iii) Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions | ||
(iv) Early Cancellation Date: | As defined in Condition 24 of the Base Conditions | ||
42 | Specified Early Cancellation Event: | Applicable. | |
If, on any day from, and including, the Listing Date, to | |||
and including the Final Valuation Date the Issuer | |||
determines in good faith and in a reasonable manner | |||
that the Price of the Reference Asset is equal to, or | |||
higher than, the prevailing Current Stop Loss Level (as | |||
further defined in the Schedule) (a ‘‘Stop Loss | |||
Termination Event’‘ and the date of such occurrence, | |||
the ‘‘Stop Loss Termination Event Date’‘), the Issuer | |||
shall notify the Securityholder of the occurrence of | |||
the Stop Loss Termination Event and the Specified | |||
Early Cash Settlement Amount as soon as calculated | |||
and shall cancel all of the Securities (in whole only) on | |||
the Specified Early Cash Cancellation Date. | |||
Where: |
“Listing Date” means the day on which Securities are admitted to trading on the electronic Securitised Derivatives Market ("SeDeX") as notified by Borsa Italiana S.p.A
For the avoidance of doubt, the Listing Date cannot occur before the Issue Date.
The Issuer shall publish the Listing Date on xxx.xxxxxxxx.xxx on the day on which the Securities are listed or as soon as reasonably practicable thereafter.
"Price" means the Valuation Price or, if in the determination of the Determination Agent, the Valuation Price is not available and no Market Disruption Event has occurred and is continuing, an amount determined by the Determination Agent as its good faith estimate of the price of the Reference Asset on such date having regard to the then prevailing market conditions, the last reported trading price of the Reference Asset on the Exchange and such other factors as the Determination Agent determines relevant.
“Valuation Price” means, in respect of a Valuation Date and any relevant Scheduled Trading Day, the official closing reference price of the Share as determined by Borsa Italiana for such day.
(i) Automatic Early Cancellation Applicable with respect to a Stop Loss Termination
Event.
(ii) Cash Settled Securities: Applicable
(a) Specified Early Cash Settlement Amount:
In respect of each Security, a cash amount determined by the Determination Agent in good faith and in a reasonable manner on the relevant Valuation Date as follows:
Max (0, CFLV – SLTRP) × Parity
Where:
“Parity” means in respect of each Security, 1.
‘‘SLTRP” is the Stop Loss Termination Reference Price. ‘‘CFLV” is the Current Financing Level (as set out in the Schedule) in respect of the relevant Valuation Date.
‘‘Stop Loss Termination Reference Price” means, in respect of the relevant Valuation Date the highest price of the Reference Asset on the Exchange on the
(b) Specified Early Cash Cancellation Date:
Stop Loss Termination Event Date.
Further definitions are set out in the Schedule.
5th Business Day following the relevant Valuation Date
(iii) Physically Delivered Securities: N/A
(iv) Specified Early Cancellation Notice Period:
The Issuer shall promptly notify the Securityholder of the occurrence of a Specified Early Redemption Event.
43 Call Option: Applicable. The Issuer may cancel all Securities in whole in accordance with the provisions below.
(i) Cash Settled Securities: Applicable
(a) Optional Cash Settlement Amount:
In respect of each Security, a cash amount determined by the Determination Agent on the relevant Valuation Date as follows:
Max (0, CFLV – UV) × Parity Where;
‘‘Call Option Notice Date” means the Business Day on which the Issuer gives notice to the Securityholders.
‘‘Call Option Valuation Date” means the first Scheduled Trading Day falling six months following the Call Option Notice Date.
“Parity” means in respect of each Security, 1.
‘‘UV” is the Valuation Price on the relevant Valuation Date.
‘‘CFLV” is the Current Financing Level (as set out in the Schedule) in respect of the relevant Valuation Date. “Valuation Price” means, in respect of a Valuation Date and any relevant Scheduled Trading Day, the
official closing reference price of the Share as
determined by Borsa Italiana for such day.
''Valuation Date'' has the meaning set out in Paragraph 48 below.
(b) Optional Cash Cancellation Date:
5th Business Day following the Call Option Valuation Date
(ii) Physically Delivered Securities: N/A
(iii) Issuer Option Exercise Date(s): On any Business Day during the Issuer Option Exercise
Period
(iv) Issuer Option Exercise Period: The period from and including the issuer first Business
Day falling one year following the Issue Date to but excluding the Business Day falling six months
preceding the Final Valuation Date
(v) Issuer Notice Period Number: Not less than six months
44 Put Option: N/A
45 Terms relating to Physically Delivered Securities:
N/A
46 Multiplier: See the definition of Parity above
47 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:
(i) Affected Jurisdiction Hedging Disruption:
(ii) Affected Jurisdiction Increased Cost of Hedging:
N/A N/A
(iii) Affected Jurisdiction: N/A
(iv) Other Additional Disruption Events:
(v) The following shall not constitute Additional Disruption Events:
N/A N/A
48 Share Linked Securities: Applicable
Share | UniCredit SpA (which is an ''Italian Share'' for the purposes of this Security.) |
Reference Asset Currency | EUR |
Reuters Code (for identification purposes only) | CRDI.MI |
Bloomberg Ticker (for identification purposes only) | UCG IM |
ISIN (where applicable) | IT0004781412 |
(i) Share(s) (each a “Reference Asset”):
(ii) Exchange(s): Borsa Italiana S.p.A.
(iii) Related Exchange(s): All Exchanges
(iv) Exchange Rate: N/A
(v) Weighting for each Reference Asset comprising the Basket of Reference Assets:
(vi) Initial Price of each Reference Asset:
N/A
N/A
(vii) Number of Shares: N/A
(viii) Substitution of Shares: N/A
(ix) Valuation Date: (i) In respect of the determination of the Exercise Cash Settlement Amount, 17 July 2017 (the “Final Valuation Date”).
(ii) In respect of a Stop Loss Termination Event, the Stop Loss Termination Event Date.
(iii) In respect of the determination of the Optional Cash Settlement Amount, the Call Option Valuation Date.
(iv) Each Scheduled Trading Day.
(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:
(xv) Market Access Dividend and Rights Issue Provisions:
N/A N/A
(xvi) Dividend Exchange Rate: N/A
(xvii) ODI Early Redemption Event: N/A
(xviii) FINI Early Redemption Event:
(xix) Local Jurisdiction Taxes and Expenses:
N/A N/A
(xx) Other adjustments: N/A
49 Index Linked Securities: N/A
50 Inflation Linked Securities: N/A
51 FX Linked Securities: N/A
52 Credit Linked Securities: N/A
53 Commodity Linked Securities N/A
54 Debt Components: N/A
55 Interest Rate Components: N/A
56 (a) Barclays Commodity Index Linked Securities (Section 2 of the Barclays Index Annex):
(b) Barclays Equity Index Linked Securities (Section 3 of the Barclays Index Annex):
(c) Barclays FX Index Linked Securities (Section 4 of the Barclays Index Annex):
(d) Barclays Interest Rate Index Linked Securities (Section 5 of the Barclays Index Annex):
(e) Barclays Emerging Market Index Linked Securities (Section 6 of the Barclays Index Annex):
N/A
N/A
N/A
N/A
N/A
57 Fund Linked Securities: N/A
58 Settlement in respect of APK Registered Securities, Swedish Registered Securities, Italian Securities, or other Securities:
59 Additional provisions relating to payment of Exercise Price:
60 Additional provisions relating to Taxes and Settlement Expenses:
N/A
N/A
As set out in the Annex under Italian Taxation
61 Definition of In-The-Money: As defined in Condition 24 of the Base Conditions
62 Business Days:
Additional Business Centre(s):
As defined in Condition 24 of the Base Conditions London, Milan and TARGET
63 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 (save for Italy) 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 manner that will not impose any obligation on the Issuer or Manager (as the case may be) and the Determination Agent.
64 Applicable TEFRA exemption: N/A
65 Other: N/A
66 Business Day Convention: Following
67 Relevant Clearing System[s]: Euroclear Clearstream Monte Titoli
68 If syndicated, names of Managers: N/A
69 Relevant securities codes: ISIN: GB00B4L60826 Common Code: 67156960
70 Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time):
71 Additional Conditions and/or modification to the Conditions of the Securities:
N/A
N/A
Part B Other Information
1 | LISTING AND ADMISSION TO TRADING | |
(i) | Listing | Application will be made by the Issuer (or on its behalf) to list the Securities on the Italian Stock Exchange. |
No assurance can be given that such application, if made, will be granted. | ||
(ii) | Admission to trading: | Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to |
trading on the electronic Securitised Derivatives Market (‘‘SeDeX’‘) organised and managed by Borsa Italiana S.p.A..
No assurance can be given that such application, if made, will be granted.
(iii) Estimate of total expenses related to admission to trading:
Up to a maximum of EUR 900 upfront
2 RATINGS
Ratings: The Securities have not been individually rated.
3 NOTIFICATION
The Financial Services Authority of the United Kingdom has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/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: Up to EUR 5,118,850
(iii) Estimated total expenses: Up to a maximum of EUR 900 upfront
6 FIXED RATE SECURITIES ONLY - YIELD
Indication of 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
Details of the historic performance of the Reference Asset can be obtained from various internationally recognised published or electronically available news sources, for example, Reuters: CRDI.MI.
Investors should note that historical performance should not be taken as an indication of future performance of the Reference Asset. The Issuer makes no representation whatsoever, whether expressly or impliedly, as to the future performance of the Reference Asset. The Issuer does not intend to provide post-issuance information.
Investors should form their own views on the merits of an investment related to the Reference Asset based on their own investigation thereof.
The description below represents a summary only of some of the features of the investment product described in this Final Terms. It does not purport to be an exhaustive description.
The product is issued as Certificates in EUR and aims to provide a positive return if the price of the Reference Asset falls over the investment period and conversely, a negative return if the price of the Reference Asset rises over the investment period. This inverse exposure to the Reference Asset (typically referred to as
The amount payable on settlement of the Certificates will be determined by reference to the value of the Reference Asset, the outstanding financed amount and the Parity and any dividends that have been paid per Share during the life of the Certificates.
The maximum loss for an investor in respect of each Certificate is limited to the purchase price of the Certificate.
9 PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
N/A
10 OPERATIONAL INFORMATION
Any clearing system(s) other than [For US Warrants: DTC,] Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme (together with their addresses) and the relevant identification number(s):
Monte Titoli
Delivery: Delivery against payment
Names and addresses of additional Paying Agents(s) (if any):
N/A
Intended to be held in a manner which would No
allow Eurosystem eligibility:
11 OFFER INFORMATION
N/A
12 FORM OF RENOUNCEMENT NOTICE
RENOUNCEMENT NOTICE
(to be completed by the relevant Securityholder for the valid renouncement of Automatic Exercise of the Securities)
BARCLAYS BANK PLC
Index Linked Mini Short Certificates ISIN: GB00B4L60826
(the ‘‘Securities’‘)
To: [insert details of Relevant Clearing System in respect of Cleared Securities]
[Copy: [insert details of Issuer/Issue and Paying Agent] in respect of Cleared Securities]
We, the undersigned Securityholder(s), hereby communicate that we are renouncing the right to Automatic Exercise of the Securities specified below, in accordance with the Conditions of the Securities.
The undersigned understands that if this notice is not duly completed and delivered in accordance with the Conditions of the Securities in order to enable the Securityholder to renounce automatic redemption of the Securities prior to the Renouncement Notice Cut- Off Time, or if this notice is determined to be incomplete or not in proper form in accordance with the Conditions of the Securities, it will be treated as null and void.
ISIN Code/Series number of the Securities: GB00B4L60826 Number of Italian Securities the subject of this notice: [ ]
Name of beneficial owner of the Securities
Signature
Schedule
Exercise Cash Settlement Amount and the Optional Cash Settlement Amount Provisions
Financing Level Currency
Current Financing Level
Reference Asset Currency
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Financing Level.
In respect of any subsequent calendar day, an amount determined by the Issuer in good faith and in a reasonable manner equal to:
(CFLR + FCC – DIVC)
Where:
“CFLR”is the Current Financing Level in respect of the immediately preceding Reset Date.
“FCC” is the Funding Cost currently in respect of such calendar day.
"DIVC" is the Applicable Dividend Amount in respect of such calendar day. The Issuer shall make reasonable efforts to publish the applicable Current Financing Level on xxx.xxxxxxxx.xxx
The Current Financing Level will be published and forwarded to the relevant Exchanges, Clearing Systems and data vendors prior to 13:00 CET on the Borsa Italiana Business Day preceding the day when the Current Financing Level becomes effective.
Where:
‘‘Borsa Italiana Business Day’‘ means any Scheduled Trading Day on which Borsa Italiana is open for trading during its regular trading sessions, notwithstanding Borsa Italiana closing prior to its Scheduled Closing Time.
Initial Financing Level EUR 5.00
Reset Dates Each calendar day. The first Reset Date shall be the Listing Date.
Funding Cost In respect of any calendar day, an amount, determined by the Issuer in its discretion (exercised in good faith and in a reasonable manner) equal to: FRC × CFLR × d/365
Where:
‘‘FRC’‘ is the Funding Rate in respect of such calendar day.
‘‘CFLR’‘ is the Current Financing Level in respect of the immediately preceding Reset Date.
‘‘d’‘ is the number of calendar days from, but excluding, the immediately preceding Reset Date to, and including, such calendar day.
For the avoidance of doubt, it should be noted that the Funding Cost may, in respect of any day, be a negative amount.
Funding Rate In respect of any calendar day, a rate equal to:
(RR - CM)
Where:
“CM” is the Current Margin.
“RR” is the Rate in respect of the immediately preceding Borsa Italiana Business Day.
Current Margin (CM) 3.00%
Rate In respect of any Calculation Period, the Rate shall be determined by the Issuer by reference to the one month LIBOR rate, for deposits in the Reference Asset Currency in the inter-bank market, as published on Bloomberg page: BBAM. If
such rate is unavailable, the Determination Agent may determine the Rate in good faith by reference to such other source as it deems appropriate.
Calculation Period Each period from, and excluding, one Reset Date (or, in the case of the first period the Listing Date) to, and including, the immediately following Reset Date.
Applicable Dividend Amount
In respect of any calendar day, an amount in the Financing Level Currency determined by the Issuer in good faith and in a reasonable manner with reference to any cash dividends per share declared by the issuer of the Reference Asset to holders of record of such share, where the date on which the shares have commenced trading ex-dividend occurs during the relevant Calculation Period. The Applicable Dividend Amount shall be determined as that gross amount which has been declared and paid by the issuer of the share in respect of such share (disregarding any deductions, withholdings or other amounts required by any applicable law or regulation, including any applicable taxes, duties or charges of any kind whatsoever) multiplied by the Dividend Participation.
Dividend Participation 100%
Specified Early Cancellation Event Provisions
Current Stop Loss Level
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Stop Loss Level.
In respect of any subsequent calendar day, the Current Stop Loss Level shall be determined and reset on each calendar day by the Issuer, acting in its discretion (exercised in good faith and in a reasonable manner), and shall be set equal to:
(CFLC - SLPC)
Where:
‘‘CFLC” is the Current Financing Level in respect of such calendar day.
‘‘SLPC” is the Current Stop Loss Premium in respect of such calendar day. The Current Stop Loss Level shall be rounded in accordance with the Stop Loss Rounding Convention.
The Issuer shall make reasonable efforts to publish the applicable Current Stop Loss Level on xxx.xxxxxxxx.xxx.
The Current Stop Loss Level will be published and forwarded to the relevant Exchanges, Clearing Systems, data vendors prior to 13:00 CET Italian time on the Borsa Italiana Business Day preceding the day when the Current Stop Loss Level becomes effective.
Where;
‘‘Borsa Italiana Business Day” means any Scheduled Trading Day on which Borsa Italiana is open for trading during its regular trading sessions, notwithstanding Borsa Italiana closing prior to its Scheduled Closing Time.
Initial Stop Loss Level EUR 4.75, determined as an amount in the Reference Asset Currency equal to the Initial Financing Level minus the Initial Stop Loss Premium, rounded in accordance with the Stop Loss Rounding Convention
Current Stop Loss Premium
Initial Stop Loss Premium
Stop Loss Rounding Convention
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Stop Loss Premium.
In respect of any subsequent calendar day, the Current Stop Loss Premium shall be an amount in the Financing Level Currency determined by the Issuer in good faith and in a reasonable manner equal to:
Current Stop Loss Premium Percentage × CFLC Where:
“CFLC” is the Current Financing Level in respect of such calendar day. “Current Stop Loss Premium Percentage” means 5.00%.
Initial Stop Loss Premium Percentage × FLI Where:
“FLI” is the Initial Financing Level.
“Initial Stop Loss Premium Percentage” means 5.00% Downwards to the nearest Stop Loss Rounding Amount Where:
“Stop Loss Rounding Amount” means EUR 0.01
Italian Tax Disclosure
(extracted from the Italian Securities Annex of the Base Prospectus dated 14 June 2012)
The following is a summary of current Italian law and practice relating to the taxation of Italian Securities that take the form of Warrants or Certificates (the “Italian Warrants and Certificates”). The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Base Prospectus and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of Italian Warrants and Certificates and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective purchasers of the Italian Warrants and Certificates are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of Italian Warrants and Certificates.
This summary does not describe the tax consequences for an investor with respect to Italian Warrants and Certificates that will be redeemed by physical delivery. This summary does not describe the tax consequences for an investor with respect to Italian Warrants and Certificates that provide payout linked to the profits of the Issuer, profits of other company of the group or profits of the business in relation to which they are issued. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences under Italian tax law, under the tax laws of the country in which they are resident for tax purposes and of any other potentially relevant jurisdiction of acquiring, holding and disposing of Italian Warrants and Certificates and receiving payments of yield, principal and/or other amounts under Italian Warrants and Certificates, including in particular the effect of any state, regional or local tax laws.
Securitised derivatives
Pursuant to the generally followed interpretation if the Italian Warrants and Certificates qualifies as securitised derivatives, where the Italian resident investor is (i) an individual not engaged in an entrepreneurial activity to which the Italian Warrants and Certificates are connected, (ii) a non- commercial partnership, pursuant to article 5 of TUIR (with the exception of general partnership, limited partnership and similar entities) (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains accrued under the sale or the exercise of Italian Warrants and Certificates are subject to a 20 per cent. substitute tax (imposta sostitutiva) (article 67 of Presidential Decree No. 917 of 22 December 1986 (the “TUIR”) and Legislative Decree No. 461 of 21 November 1997 (“Decree No. 461”)). The recipient may opt for three different taxation criteria.
(1) Under the tax declaration regime (regime della dichiarazione), which is the default regime for taxation of capital gains realised by Italian resident individuals not engaged in an entrepreneurial activity to which the Italian Warrants and Certificates are connected, the imposta sostitutiva on capital gains will be chargeable, on a yearly cumulative basis, on all capital gains, net of any off-settable capital loss, realised by the Italian resident individual holding the Italian Warrants and Certificates not in connection with an entrepreneurial
activity pursuant to all sales or redemptions of Italian Warrants and Certificates carried out during any given tax year. Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains realised from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant capital losses.
(2) As an alternative to the tax declaration regime, Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of Italian Warrants and Certificates (the “risparmio amministrato” regime provided for by article 6 of Decree No. 461). Such separate taxation of capital gains is allowed subject to (i) the Italian Warrants and Certificates being deposited with Italian banks, SIMs or certain authorised financial intermediaries and (ii) an express valid election for the risparmio amministrato regime being punctually made in writing by the relevant investor. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of Italian Warrants and Certificates (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the investor or using funds provided by the investor for this purpose. Under the risparmio amministrato regime, where a sale or redemption of Italian Warrants and Certificates results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the following tax years up to the fourth. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains realised from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant capital losses. Under the risparmio amministrato regime, the investor is not required to declare the capital gains in the annual tax return.
(3) Any capital gains realised or accrued by Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Italian Warrants and Certificates, to an authorised intermediary and have validly opted for the so-called “risparmio gestito” regime (regime provided for by article 7 of Decree No. 461) will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under this risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Depreciation of the managed assets accrued before 1 January 2012 may be carried forward to be offset against subsequent increase in value of the managed assets accrued from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant depreciation. Under the risparmio gestito regime, the investor is not required to declare the capital gains realised in the annual tax return.
Where an Italian resident investor is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Italian Warrants and Certificates are effectively connected, capital gains arising from Italian Warrants and Certificates will not be subject to imposta sostitutiva, but must be included in the relevant investor's income tax return and are therefore subject to Italian corporate tax and, in certain circumstances, depending on the “status” of the investor, also as a part of the net value of production for IRAP purposes.
Any capital gains realised by a investor which is an open-ended or close-ended investment fund (subject to the tax regime provided by Law No. 77 of 23 March 1983, a “Fund”) or a SICAV will be included in the result of the relevant portfolio accrued and will not be subject neither to substitutive tax nor to any other income tax in the hands of the Fund or the SICAV.
Any capital gains realised by an investor which is an Italian pension fund (subject to the regime provided by article 17 of the Legislative Decree No. 252 of 5 December 2005) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. ad hoc substitute tax.
Any capital gains realised by an Italian real estate fund created under Article 37 of Italian Legislative Decree No. 58 of 24 February 1994 and Article 14 bis of Law No. 86 of 25 January 1994, shall not be subject to any substitute tax at the fund level nor to any other income tax in the hands of the fund.
Capital gains realised by non-Italian resident beneficial owner are not subject to Italian taxation provided that Italian Warrants and Certificates (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
The provisions of the applicable tax treaties against double taxation entered into by Italy apply if more favourable and all relevant conditions are met.
In accordance with a different interpretation of current tax law, it is possible that Italian Warrants and Certificates would be considered as “atypical securities” pursuant to article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Italian Warrants and Certificates may be subject to the tax treatment applicable to the "atypical Securities" as indicated below.
Atypical Securities
Payments relating to atypical securities may be subject to an Italian withholding tax levied at the rate of 20 per cent.
The 20 per cent. withholding tax mentioned above does not apply to payments made to a non- Italian resident holder of the Italian Warrants and Certificates and to an Italian resident holder of the Italian Warrants and Certificates which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
The withholding is levied by the Italian intermediary appointed by the Issuer, intervening in the collection of the relevant income or in the negotiation or repurchasing of the Italian Warrants and Certificates.
Inheritance and gift taxes
Pursuant to Law Decree No. 262 of 3 October 2006, converted into Law No. 286 of 24 November 2006, the transfers of any valuable asset (including shares, bonds or other securities) as a result of death or donation are taxed as follows:
(i) transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or the gift exceeding EUR 1,000,000;
(i) transfers in favour of relatives to the fourth degree and relatives-in-law to the third degree, are subject to an inheritance and gift tax applied at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of brothers/sisters are subject to the 6 per cent. inheritance and gift tax on the value of the inheritance or the gift exceeding EUR 100,000; and
(ii) any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.
Transfer Tax
Contracts relating to the transfer of securities are subject to the registration tax as follows: (i) public deeds and notarized deeds are subject to fixed registration tax at rate of EUR 168; and (ii) private deeds are subject to registration tax only in case of use or voluntary registration.
Implementation in Italy of the EU Savings Directive
Italy has implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April 2005 (“Decree No. 84”). Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian qualified paying agents shall not apply the withholding tax and shall report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian Tax Authorities to the competent foreign tax authorities of the State of residence of the beneficial owner.
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
2,255,000 Fiat SpA Linked Mini Long Certificates ISIN code: GB00B4RM5T07
under the Global Structured Securities Programme Issue Price: EUR 0.94 per Security
This document constitutes the final terms of the Exercisable Certificates (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 16 July 2012
1
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 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
CREST Agent: N/A
Italian Securities 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 AND THE SUPPLEMENTAL PROSPECTUS, SEE “PURCHASE AND SALE” IN THE BASE PROSPECTUS.
These Securities are Italian Securities which are Italian Offered Securities and Italian Listed securities. Securityholders should refer to the provisions of the Italian Securities Annex to the Base Prospectus which shall apply to the Securities.
These Securities are Share Mini Long/ Short Certificates. Securityholders should refer to paragraph 4 of the Bmarkets Product Elections in Part C of the Equity Linked Annex which shall apply to the Securities. For ease of reference, the relevant Bmarkets Product Elections are set out below.
For the purposes of the Bmarkets Product Elections, the Securities shall a Local Currency Issuance.
Provisions relating to the Securities
1 (i) Series:
(ii) Tranche:
GSN1347 1
2 Currency: Euro (‘‘EUR’‘) (the ‘‘Issue Currency’‘)
3 Number of Warrants or Exercisable Certificates being issued:
4 (i) Minimum Tradable Amount:
(ii) Calculation Amount per Security as at the Issue Date:
5 Form:
(i) Global/Definitive/ Uncertificated and dematerialised:
2,255,000 Securities
N/A
1 Certificate
Global Bearer Securities: Permanent Global Security
(ii) NGN Form: N/A
(iii) Held under the NSS: N/A
(iv) CGN Form: Applicable
(v) CDIs: N/A
6 Trade Date: 16 July 2012
7 Issue Date: 16 July 2012
8 Issue Price: EUR 0.94 per Security.
9 Relevant Stock Exchange[s]: Italian Stock Exchange
10 The following Relevant Annex(es) shall apply to the Securities:
Equity Linked Annex Italian Securities Annex
11 Interest: N/A
12 Interest Amount: N/A
13 Interest Rates:
(i) Fixed Rate:
(ii) Floating Rate:
(iii) Variable Rate:
N/A N/A N/A
(iv) Zero Coupon: N/A
14 Screen Rate Determination: N/A
15 ISDA Determination: N/A
16 Margin: N/A
17 Minimum/Maximum Interest Rate: N/A
18 Interest Commencement Date: N/A
19 Interest Determination Date: N/A
20 Interest Calculation Periods: N/A
21 Interest Payment Dates: N/A
22 Day Count Fraction: N/A
23 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:
24 (i) Exercise Style:
(ii) Multiple Exercise Securities
N/A
European Style N/A
25 Call/Put Securities: Other Exercise Securities
26 Units: The Securities must be exercised in Units. Each Unit consists of 1 Security.
27 Exercise Price: N/A
28 Exercise Date(s): Expiration Date
29 Exercise Parameters: N/A
30 Potential Exercise Business Dates: N/A
31 Exercise Business Day: N/A
32 Exercise Period: N/A
33 Expiration Date: The Business Day immediately following the Final Valuation Date
34 (i) Automatic Exercise: Applicable
(ii) Renouncement Notice Cut-Off Time:
35 Minimum Number Exercise Requirement:
10 a.m. Milan Time the Business Day immediately following the Expiration Date
N/A
36 Maximum Daily Number: N/A
37 Nominal Call Event: N/A
(i) Nominal Call Threshold Amount:
N/A
(ii) Nominal Call Threshold N/A
38 | Percentage: Settlement Method: | Cash Settlement | |
39 | Settlement Currency: | EUR | |
40 | Settlement Number: | As defined in Condition 24 of the Base Conditions | |
41 | T | ||
(i) Exercise Cash Settlement | In respect of each Security, a cash amount determined | ||
Amount: | by the Determination Agent as follows: | ||
Max (0, UV – CFLV) × Parity | |||
Where: | |||
“Parity” means in respect of each Security, 1. | |||
“UV” is the Valuation Price on the relevant Valuation Date. | |||
‘‘CFLV” is the Current Financing Level (as set out in the | |||
Schedule) in respect of the relevant Valuation Date. | |||
“Valuation Price” means, in respect of a Valuation | |||
Date and any relevant Scheduled Trading Day, the | |||
official closing reference price of such Share as | |||
determined by Borsa Italiana for such day. | |||
''Final Valuation Date'' and ''Valuation Date'' have the | |||
meanings set out in Paragraph 48 below. | |||
Further definitions are set out in the Schedule. | |||
(ii) Exercise Cash Settlement Date: | The 10th Business Day following the Expiration Date | ||
(iii) Early Cash Settlement Amount: | As defined in Condition 24 of the Base Conditions | ||
(iv) Early Cancellation Date: | As defined in Condition 24 of the Base Conditions | ||
42 | Specified Early Cancellation Event: | Applicable. | |
If, on any day from, and including, the Listing Date, to | |||
and including the Final Valuation Date the Issuer | |||
determines in good faith and in a reasonable manner | |||
that the Price of the Reference Asset is equal to, or | |||
lower than, the prevailing Current Stop Loss Level (as | |||
further defined in the Schedule) (a ‘‘Stop Loss | |||
Termination Event’‘ and the date of such occurrence, | |||
the ‘‘Stop Loss Termination Event Date’‘), the Issuer | |||
shall notify the Securityholder of the occurrence of | |||
the Stop Loss Termination Event and the Specified | |||
Early Cash Settlement Amount as soon as calculated | |||
and shall cancel all of the Securities (in whole only) on | |||
the Specified Early Cash Cancellation Date. | |||
Where: |
“Listing Date” means the day on which Securities are admitted to trading on the electronic Securitised Derivatives Market ("SeDeX") as notified by Borsa Italiana S.p.A
For the avoidance of doubt, the Listing Date cannot occur before the Issue Date.
The Issuer shall publish the Listing Date on xxx.xxxxxxxx.xxx on the day on which the Securities are listed or as soon as reasonably practicable thereafter.
"Price" means the Valuation Price or, if in the determination of the Determination Agent, the Valuation Price is not available and no Market Disruption Event has occurred and is continuing, an amount determined by the Determination Agent as its good faith estimate of the price of the Reference Asset on such date having regard to the then prevailing market conditions, the last reported trading price of the Reference Asset on the Exchange and such other factors as the Determination Agent determines relevant.
“Valuation Price” means, in respect of a Valuation Date and any relevant Scheduled Trading Day, the official closing reference price of the Share as determined by Borsa Italiana for such day.
(i) Automatic Early Cancellation Applicable with respect to a Stop Loss Termination
Event.
(ii) Cash Settled Securities: Applicable
(a) Specified Early Cash Settlement Amount:
In respect of each Security, a cash amount determined by the Determination Agent in good faith and in a reasonable manner on the relevant Valuation Date as follows:
Max (0, SLTRP – CFLV) × Parity
Where:
“Parity” means in respect of each Security, 1.
‘‘SLTRP” is the Stop Loss Termination Reference Price. ‘‘CFLV” is the Current Financing Level (as set out in the Schedule) in respect of the relevant Valuation Date.
‘‘Stop Loss Termination Reference Price” means, in respect of the relevant Valuation Date the lowest price of the Reference Asset on the Exchange on the Stop
(b) Specified Early Cash Cancellation Date:
Loss Termination Event Date.
Further definitions are set out in the Schedule.
5th Business Day following the relevant Valuation Date
(iii) Physically Delivered Securities: N/A
(iv) Specified Early Cancellation Notice Period:
The Issuer shall promptly notify the Securityholder of the occurrence of a Specified Early Redemption Event.
43 Call Option: Applicable. The Issuer may cancel all Securities in whole in accordance with the provisions below.
(i) Cash Settled Securities: Applicable
(a) Optional Cash Settlement Amount:
In respect of each Security, a cash amount determined by the Determination Agent on the relevant Valuation Date as follows:
Max (0, UV– CFLV) × Parity Where;
‘‘Call Option Notice Date” means the Business Day on which the Issuer gives notice to the Securityholders.
‘‘Call Option Valuation Date” means the first Scheduled Trading Day falling six months following the Call Option Notice Date.
“Parity” means in respect of each Security, 1.
‘‘UV” is the Valuation Price on the relevant Valuation Date.
‘‘CFLV” is the Current Financing Level (as set out in the Schedule) in respect of the relevant Valuation Date. “Valuation Price” means, in respect of a Valuation Date and any relevant Scheduled Trading Day, the
official closing reference price of the Share as
determined by Borsa Italiana for such day.
''Valuation Date'' has the meaning set out in Paragraph 48 below.
(b) Optional Cash Cancellation Date:
5th Business Day following the Call Option Valuation Date
(ii) Physically Delivered Securities: N/A
(iii) Issuer Option Exercise Date(s): On any Business Day during the Issuer Option Exercise
Period
(iv) Issuer Option Exercise Period: The period from and including the issuer first Business
Day falling one year following the Issue Date to but excluding the Business Day falling six months
preceding the Final Valuation Date
(v) Issuer Notice Period Number: Not less than six months
44 Put Option: N/A
45 Terms relating to Physically Delivered Securities:
N/A
46 Multiplier: See the definition of Parity above
47 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:
(i) Affected Jurisdiction Hedging Disruption:
(ii) Affected Jurisdiction Increased Cost of Hedging:
N/A N/A
(iii) Affected Jurisdiction: N/A
(iv) Other Additional Disruption Events:
(v) The following shall not constitute Additional Disruption Events:
N/A N/A
48 Share Linked Securities: Applicable
Share | Fiat SpA (which is an ''Italian Share'' for the purposes of this Security.) |
Reference Asset Currency | EUR |
Reuters Code (for identification purposes only) | FIA.MI |
Bloomberg Ticker (for identification purposes only) | F IM |
ISIN (where applicable) | IT0001976403 |
(i) Share(s) (each a “Reference Asset”):
(ii) Exchange(s): Borsa Italiana S.p.A.
(iii) Related Exchange(s): All Exchanges
(iv) Exchange Rate: N/A
(v) Weighting for each Reference Asset comprising the Basket of Reference Assets:
(vi) Initial Price of each Reference Asset:
N/A
N/A
(vii) Number of Shares: N/A
(viii) Substitution of Shares: N/A
(ix) Valuation Date: (i) In respect of the determination of the Exercise Cash Settlement Amount, 17 July 2017 (the “Final Valuation Date”).
(ii) In respect of a Stop Loss Termination Event, the Stop Loss Termination Event Date.
(iii) In respect of the determination of the Optional Cash Settlement Amount, the Call Option Valuation Date.
(iv) Each Scheduled Trading Day.
(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:
(xv) Market Access Dividend and Rights Issue Provisions:
N/A N/A
(xvi) Dividend Exchange Rate: N/A
(xvii) ODI Early Redemption Event: N/A
(xviii) FINI Early Redemption Event:
(xix) Local Jurisdiction Taxes and Expenses:
N/A N/A
(xx) Other adjustments: N/A
49 Index Linked Securities: N/A
50 Inflation Linked Securities: N/A
51 FX Linked Securities: N/A
52 Credit Linked Securities: N/A
53 Commodity Linked Securities N/A
54 Debt Components: N/A
55 Interest Rate Components: N/A
56 (a) Barclays Commodity Index Linked Securities (Section 2 of the Barclays Index Annex):
(b) Barclays Equity Index Linked Securities (Section 3 of the Barclays Index Annex):
(c) Barclays FX Index Linked Securities (Section 4 of the Barclays Index Annex):
(d) Barclays Interest Rate Index Linked Securities (Section 5 of the Barclays Index Annex):
(e) Barclays Emerging Market Index Linked Securities (Section 6 of the Barclays Index Annex):
N/A
N/A
N/A
N/A
N/A
57 Fund Linked Securities: N/A
58 Settlement in respect of APK Registered Securities, Swedish Registered Securities, Italian Securities, or other Securities:
59 Additional provisions relating to payment of Exercise Price:
60 Additional provisions relating to Taxes and Settlement Expenses:
N/A
N/A
As set out in the Annex under Italian Taxation
61 Definition of In-The-Money: As defined in Condition 24 of the Base Conditions
62 Business Days:
Additional Business Centre(s):
As defined in Condition 24 of the Base Conditions London, Milan and TARGET
63 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 (save for Italy) 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 manner that will not impose any obligation on the Issuer or Manager (as the case may be) and the Determination Agent.
64 Applicable TEFRA exemption: N/A
65 Other: N/A
66 Business Day Convention: Following
67 Relevant Clearing System[s]: Euroclear Clearstream Monte Titoli
68 If syndicated, names of Managers: N/A
69 Relevant securities codes: ISIN: GB00B4RM5T07 Common Code: 67156943
70 Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time):
71 Additional Conditions and/or modification to the Conditions of the Securities:
N/A
N/A
Part B Other Information
1 | LISTING AND ADMISSION TO TRADING | |
(i) | Listing | Application will be made by the Issuer (or on its behalf) to list the Securities on the Italian Stock Exchange. |
No assurance can be given that such application, if made, will be granted. | ||
(ii) | Admission to trading: | Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to |
trading on the electronic Securitised Derivatives Market (‘‘SeDeX’‘) organised and managed by Borsa Italiana S.p.A..
No assurance can be given that such application, if made, will be granted.
(iii) Estimate of total expenses related to admission to trading:
Up to a maximum of EUR 900 upfront
2 RATINGS
Ratings: The Securities have not been individually rated.
3 NOTIFICATION
The Financial Services Authority of the United Kingdom has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/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: Up to EUR 2,119,700
(iii) Estimated total expenses: Up to a maximum of EUR 900 upfront
6 FIXED RATE SECURITIES ONLY - YIELD
Indication of 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
Details of the historic performance of the Reference Asset can be obtained from various internationally recognised published or electronically available news sources, for example, Reuters: FIA.MI.
Investors should note that historical performance should not be taken as an indication of future performance of the Reference Asset. The Issuer makes no representation whatsoever, whether expressly or impliedly, as to the future performance of the Reference Asset. The Issuer does not intend to provide post-issuance information.
Investors should form their own views on the merits of an investment related to the Reference Asset based on their own investigation thereof.
The description below represents a summary only of some of the features of the investment product described in this Final Terms. It does not purport to be an exhaustive description.
The product is issued as Certificates in EUR and aims to provide exposure to the performance of the Reference Asset. An investor’s exposure to the Reference Asset will be amplified (leveraged) because part of the investment in the Reference Asset will effectively be financed by the Issuer itself. Another effect of this Issuer financing is that the purchase price of the Certificates will always be less than a corresponding direct investment in the components of the Index. The Issuer will charge a variable financing cost for providing the financing. This financing cost will accrue daily and be deducted from the amount payable to investors on redemption of the Certificates.
The Certificates will cancel automatically if the value of the Reference Asset falls to, or below, a specified level.
The amount payable on settlement of the Certificates will be determined by reference to the value of the Reference Asset, the outstanding financed amount and the Parity and any dividends that have been paid per Share during the life of the Certificates.
The maximum loss for an investor in respect of each Certificate is limited to the purchase price of the Certificate.
9 PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
N/A
10 OPERATIONAL INFORMATION
Any clearing system(s) other than [For US Warrants: DTC,] Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme (together with their addresses) and the
Monte Titoli
relevant identification number(s):
Delivery: Delivery against payment
Names and addresses of additional Paying Agents(s) (if any):
Intended to be held in a manner which would allow Eurosystem eligibility:
N/A No
11 OFFER INFORMATION
N/A
12 FORM OF RENOUNCEMENT NOTICE
RENOUNCEMENT NOTICE
(to be completed by the relevant Securityholder for the valid renouncement of Automatic Exercise of the Securities)
BARCLAYS BANK PLC
Index Linked Mini Long Certificates ISIN: GB00B4RM5T07
(the ‘‘Securities’‘)
To: [insert details of Relevant Clearing System in respect of Cleared Securities]
[Copy: [insert details of Issuer/Issue and Paying Agent] in respect of Cleared Securities]
We, the undersigned Securityholder(s), hereby communicate that we are renouncing the right to Automatic Exercise of the Securities specified below, in accordance with the Conditions of the Securities.
The undersigned understands that if this notice is not duly completed and delivered in accordance with the Conditions of the Securities in order to enable the Securityholder to renounce automatic redemption of the Securities prior to the Renouncement Notice Cut- Off Time, or if this notice is determined to be incomplete or not in proper form in accordance with the Conditions of the Securities, it will be treated as null and void.
ISIN Code/Series number of the Securities: GB00B4RM5T07 Number of Italian Securities the subject of this notice: [ ]
Name of beneficial owner of the Securities
Signature
Schedule
Exercise Cash Settlement Amount and the Optional Cash Settlement Amount Provisions
Financing Level Currency
Current Financing Level
Reference Asset Currency
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Financing Level.
In respect of any subsequent calendar day, an amount determined by the Issuer in good faith and in a reasonable manner equal to:
(CFLR + FCC – DIVC)
Where:
“CFLR”is the Current Financing Level in respect of the immediately preceding Reset Date.
“FCC” is the Funding Cost currently in respect of such calendar day.
"DIVC" is the Applicable Dividend Amount in respect of such calendar day. The Issuer shall make reasonable efforts to publish the applicable Current Financing Level on xxx.xxxxxxxx.xxx
The Current Financing Level will be published and forwarded to the relevant Exchanges, Clearing Systems and data vendors prior to 13:00 CET on the Borsa Italiana Business Day preceding the day when the Current Financing Level becomes effective.
Where:
‘‘Borsa Italiana Business Day’‘ means any Scheduled Trading Day on which Borsa Italiana is open for trading during its regular trading sessions, notwithstanding Borsa Italiana closing prior to its Scheduled Closing Time.
Initial Financing Level EUR 3.20
Reset Dates Each calendar day. The first Reset Date shall be the Listing Date.
Funding Cost In respect of any calendar day, an amount, determined by the Issuer in its discretion (exercised in good faith and in a reasonable manner) equal to: FRC × CFLR × d/365
Where:
‘‘FRC’‘ is the Funding Rate in respect of such calendar day.
‘‘CFLR’‘ is the Current Financing Level in respect of the immediately preceding Reset Date.
‘‘d’‘ is the number of calendar days from, but excluding, the immediately preceding Reset Date to, and including, such calendar day.
Funding Rate In respect of any calendar day, a rate equal to:
(RR + CM)
Where:
“CM” is the Current Margin.
“RR” is the Rate in respect of the immediately preceding Borsa Italiana Business Day.
Current Margin (CM) 3.00%
Rate In respect of any Calculation Period, the Rate shall be determined by the Issuer by reference to the one month LIBOR rate, for deposits in the Reference Asset
Currency in the inter-bank market, as published on Bloomberg page: BBAM. If such rate is unavailable, the Determination Agent may determine the Rate in good faith by reference to such other source as it deems appropriate.
Calculation Period Each period from, and excluding, one Reset Date (or, in the case of the first period the Listing Date) to, and including, the immediately following Reset Date.
Applicable Dividend Amount
In respect of any calendar day, an amount in the Financing Level Currency determined by the Issuer in good faith and in a reasonable manner with reference to any cash dividends per share declared by the issuer of the Reference Asset to holders of record of such share where the date on which the shares have commenced trading ex-dividend occurs during the relevant Calculation Period. The Applicable Dividend Amount shall be determined as that amount which would be received by the Issuer in respect of such share if it were a holder of such share (net of any deductions, withholdings or other amounts required by any applicable law or regulation, including any applicable taxes, duties or charges of any kind whatsoever), regardless of whether the Issuer actually holds the shares or not, multiplied by the Dividend Participation.
Dividend Participation 100%
Specified Early Cancellation Event Provisions
Current Stop Loss Level
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Stop Loss Level.
In respect of any subsequent calendar day, the Current Stop Loss Level shall be determined and reset on each calendar day by the Issuer, acting in its discretion (exercised in good faith and in a reasonable manner), and shall be set equal to:
(CFLC + SLPC)
Where:
‘‘CFLC” is the Current Financing Level in respect of such calendar day.
‘‘SLPC” is the Current Stop Loss Premium in respect of such calendar day. The Current Stop Loss Level shall be rounded in accordance with the Stop Loss Rounding Convention.
The Issuer shall make reasonable efforts to publish the applicable Current Stop Loss Level on xxx.xxxxxxxx.xxx.
The Current Stop Loss Level will be published and forwarded to the relevant Exchanges, Clearing Systems, data vendors prior to 13:00 CET Italian time on the Borsa Italiana Business Day preceding the day when the Current Stop Loss Level becomes effective.
Where;
‘‘Borsa Italiana Business Day” means any Scheduled Trading Day on which Borsa Italiana is open for trading during its regular trading sessions, notwithstanding Borsa Italiana closing prior to its Scheduled Closing Time.
Initial Stop Loss Level EUR 3.40, determined as an amount in the Reference Asset Currency equal to the Initial Financing Level plus the Initial Stop Loss Premium, rounded in accordance with the Stop Loss Rounding Convention
Current Stop Loss Premium
Initial Stop Loss Premium
Stop Loss Rounding Convention
In respect of each calendar day from (and including) the Issue Date to (and including) the Listing Date, the Initial Stop Loss Premium.
In respect of any subsequent calendar day, the Current Stop Loss Premium shall be an amount in the Financing Level Currency determined by the Issuer in good faith and in a reasonable manner equal to:
Current Stop Loss Premium Percentage × CFLC Where:
“CFLC” is the Current Financing Level in respect of such calendar day. “Current Stop Loss Premium Percentage” means 5.00%.
Initial Stop Loss Premium Percentage × FLI Where:
“FLI” is the Initial Financing Level.
“Initial Stop Loss Premium Percentage” means 5.00% Upwards to the nearest Stop Loss Rounding Amount Where:
“Stop Loss Rounding Amount” means EUR 0.05
Italian Tax Disclosure
(extracted from the Italian Securities Annex of the Base Prospectus dated 14 June 2012)
The following is a summary of current Italian law and practice relating to the taxation of Italian Securities that take the form of Warrants or Certificates (the “Italian Warrants and Certificates”). The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Base Prospectus and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of Italian Warrants and Certificates and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective purchasers of the Italian Warrants and Certificates are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of Italian Warrants and Certificates.
This summary does not describe the tax consequences for an investor with respect to Italian Warrants and Certificates that will be redeemed by physical delivery. This summary does not describe the tax consequences for an investor with respect to Italian Warrants and Certificates that provide payout linked to the profits of the Issuer, profits of other company of the group or profits of the business in relation to which they are issued. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences under Italian tax law, under the tax laws of the country in which they are resident for tax purposes and of any other potentially relevant jurisdiction of acquiring, holding and disposing of Italian Warrants and Certificates and receiving payments of yield, principal and/or other amounts under Italian Warrants and Certificates, including in particular the effect of any state, regional or local tax laws.
Securitised derivatives
Pursuant to the generally followed interpretation if the Italian Warrants and Certificates qualifies as securitised derivatives, where the Italian resident investor is (i) an individual not engaged in an entrepreneurial activity to which the Italian Warrants and Certificates are connected, (ii) a non- commercial partnership, pursuant to article 5 of TUIR (with the exception of general partnership, limited partnership and similar entities) (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains accrued under the sale or the exercise of Italian Warrants and Certificates are subject to a 20 per cent. substitute tax (imposta sostitutiva) (article 67 of Presidential Decree No. 917 of 22 December 1986 (the “TUIR”) and Legislative Decree No. 461 of 21 November 1997 (“Decree No. 461”)). The recipient may opt for three different taxation criteria.
(1) Under the tax declaration regime (regime della dichiarazione), which is the default regime for taxation of capital gains realised by Italian resident individuals not engaged in an entrepreneurial activity to which the Italian Warrants and Certificates are connected, the imposta sostitutiva on capital gains will be chargeable, on a yearly cumulative basis, on all capital gains, net of any off-settable capital loss, realised by the Italian resident individual holding the Italian Warrants and Certificates not in connection with an entrepreneurial
activity pursuant to all sales or redemptions of Italian Warrants and Certificates carried out during any given tax year. Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains realised from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant capital losses.
(2) As an alternative to the tax declaration regime, Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of Italian Warrants and Certificates (the “risparmio amministrato” regime provided for by article 6 of Decree No. 461). Such separate taxation of capital gains is allowed subject to (i) the Italian Warrants and Certificates being deposited with Italian banks, SIMs or certain authorised financial intermediaries and (ii) an express valid election for the risparmio amministrato regime being punctually made in writing by the relevant investor. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of Italian Warrants and Certificates (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the investor or using funds provided by the investor for this purpose. Under the risparmio amministrato regime, where a sale or redemption of Italian Warrants and Certificates results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the following tax years up to the fourth. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains realised from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant capital losses. Under the risparmio amministrato regime, the investor is not required to declare the capital gains in the annual tax return.
(3) Any capital gains realised or accrued by Italian resident individuals holding Italian Warrants and Certificates not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Italian Warrants and Certificates, to an authorised intermediary and have validly opted for the so-called “risparmio gestito” regime (regime provided for by article 7 of Decree No. 461) will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under this risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Depreciation of the managed assets accrued before 1 January 2012 may be carried forward to be offset against subsequent increase in value of the managed assets accrued from 1 January 2012 for an overall amount of 62.5 per cent. of the relevant depreciation. Under the risparmio gestito regime, the investor is not required to declare the capital gains realised in the annual tax return.
Where an Italian resident investor is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Italian Warrants and Certificates are effectively connected, capital gains arising from Italian Warrants and Certificates will not be subject to imposta sostitutiva, but must be included in the relevant investor's income tax return and are therefore subject to Italian corporate tax and, in certain circumstances, depending on the “status” of the investor, also as a part of the net value of production for IRAP purposes.
Any capital gains realised by a investor which is an open-ended or close-ended investment fund (subject to the tax regime provided by Law No. 77 of 23 March 1983, a “Fund”) or a SICAV will be included in the result of the relevant portfolio accrued and will not be subject neither to substitutive tax nor to any other income tax in the hands of the Fund or the SICAV.
Any capital gains realised by an investor which is an Italian pension fund (subject to the regime provided by article 17 of the Legislative Decree No. 252 of 5 December 2005) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. ad hoc substitute tax.
Any capital gains realised by an Italian real estate fund created under Article 37 of Italian Legislative Decree No. 58 of 24 February 1994 and Article 14 bis of Law No. 86 of 25 January 1994, shall not be subject to any substitute tax at the fund level nor to any other income tax in the hands of the fund.
Capital gains realised by non-Italian resident beneficial owner are not subject to Italian taxation provided that Italian Warrants and Certificates (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
The provisions of the applicable tax treaties against double taxation entered into by Italy apply if more favourable and all relevant conditions are met.
In accordance with a different interpretation of current tax law, it is possible that Italian Warrants and Certificates would be considered as “atypical securities” pursuant to article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Italian Warrants and Certificates may be subject to the tax treatment applicable to the "atypical Securities" as indicated below.
Atypical Securities
Payments relating to atypical securities may be subject to an Italian withholding tax levied at the rate of 20 per cent.
The 20 per cent. withholding tax mentioned above does not apply to payments made to a non- Italian resident holder of the Italian Warrants and Certificates and to an Italian resident holder of the Italian Warrants and Certificates which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
The withholding is levied by the Italian intermediary appointed by the Issuer, intervening in the collection of the relevant income or in the negotiation or repurchasing of the Italian Warrants and Certificates.
Inheritance and gift taxes
Pursuant to Law Decree No. 262 of 3 October 2006, converted into Law No. 286 of 24 November 2006, the transfers of any valuable asset (including shares, bonds or other securities) as a result of death or donation are taxed as follows:
(i) transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or the gift exceeding EUR 1,000,000;
(i) transfers in favour of relatives to the fourth degree and relatives-in-law to the third degree, are subject to an inheritance and gift tax applied at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of brothers/sisters are subject to the 6 per cent. inheritance and gift tax on the value of the inheritance or the gift exceeding EUR 100,000; and
(ii) any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.
Transfer Tax
Contracts relating to the transfer of securities are subject to the registration tax as follows: (i) public deeds and notarized deeds are subject to fixed registration tax at rate of EUR 168; and (ii) private deeds are subject to registration tax only in case of use or voluntary registration.
Implementation in Italy of the EU Savings Directive
Italy has implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April 2005 (“Decree No. 84”). Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian qualified paying agents shall not apply the withholding tax and shall report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian Tax Authorities to the competent foreign tax authorities of the State of residence of the beneficial owner.
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
2,255,000 Intesa Sanpaolo Linked Mini Long Certificates ISIN code: GB00B4W2LV98
under the Global Structured Securities Programme Issue Price: EUR 0.32 per Security
This document constitutes the final terms of the Exercisable Certificates (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 16 July 2012
1
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 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
CREST Agent: N/A
Italian Securities 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 AND THE SUPPLEMENTAL PROSPECTUS, SEE “PURCHASE AND SALE” IN THE BASE PROSPECTUS.