Bond Barclay PLC 0% ( XS0856139018 ) in USD

Issuer Barclay PLC
Market price 100 %  ▼ 
Country  United Kingdom
ISIN code  XS0856139018 ( in USD )
Interest rate 0%
Maturity 30/01/2023 - Bond has expired



Prospectus brochure of the bond Barclays PLC XS0856139018 in USD 0%, expired


Minimal amount 200 000 USD
Total amount 95 000 000 USD
Detailed description Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code XS0856139018, pays a coupon of 0% per year.
The coupons are paid 4 times per year and the Bond maturity is 30/01/2023







BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
BARCLAYS CAPITAL (CAYMAN) LIMITED
(Incorporated with limited liability in the Cayman Islands)
(Guaranteed by Barclays Bank PLC)
GLOBAL STRUCTURED SECURITIES PROGRAMME
Programme
Barclays Bank PLC or Barclays Capital (Cayman) Limited or any Accession Issuer may issue Securities that are Notes, Certificates or
Warrants under this Programme. This document, as supplemented by any Supplemental Base Prospectus, comprises the Base
Prospectus. The Conditions of the Securities will comprise the Base Conditions, subject to amendment and as supplemented in
accordance with any applicable Relevant Annex and the applicable Final Terms. The Base Prospectus, any Supplemental Base
Prospectus, any Relevant Annex and the Final Terms for a Series will comprise the Offering Documents.
Guarantee
Securities issued by Barclays Capital (Cayman) Limited will be guaranteed by the Bank.
Listing and Admission to Trading
This Base Prospectus has been approved by the UK Financial Services Authority, which is the United Kingdom competent authority for
the purposes of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a
base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the UK for the purpose of
providing information on Securities issued under the Programme within 12 months of the date of this document. Applications may be
made to admit Securities to listing on the Official List ("Official List") of the UK Financial Services Authority and to trading on the
London Stock Exchange plc's Regulated Market. The London Stock Exchange plc's Regulated Market is a regulated market for the
purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Application
may be made to any other stock exchange for a listing of particular Securities. Unlisted Securities may also be issued. If any Securities
are to be listed, the applicable Final Terms will specify the exchange(s) they will be listed on.
Offer and Sale of Securities
Any person intending to acquire or acquiring any Securities from any Offeror should be aware that, in the context of an offer to the
public as defined in Section 102B of the Financial Services and Markets Act 2000 ("FSMA"), the Issuer may be responsible to the
investor for the Base Prospectus under Section 90 of the FSMA if the Issuer has authorised that Offeror to make the offer to the
investor. Investors should enquire whether the Offeror is so authorised by the Issuer. If the Offeror is not authorised by the Issuer, the
investor should check with the Offeror whether anyone is responsible for the Base Prospectus for the purposes of Section 90 of the
FSMA in the context of the offer to the public, and, if so, who that person is. If the investor is in doubt about whether it can rely on the
Base Prospectus and/or who is responsible for its contents, it should take legal advice. Where information relating to the terms of
the relevant offer required pursuant to the Prospectus Directive is not contained in the Offering Documents, it will be the
responsibility of the relevant Offeror at the time of such offer to provide the investor with such information.
Definitions
Unless otherwise defined, capitalised terms used in this Base Prospectus have the meanings set out in the Conditions.
Investment Risks
Prospective investors should have regard to the factors described under the section headed "Risk Factors" herein.
Barclays
14 June 2012
A14869990


Base Prospectus: This document, as supplemented from time to time by any base prospectus
supplement (a "Base Prospectus Supplement"), comprises the Base Prospectus (the "Base
Prospectus"). This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4
of the Prospectus Directive and for the purposes of giving information with regard to Barclays
Bank PLC (the "Bank") and Barclays Capital (Cayman) Limited ("BCCL" and together with the
Bank, the "Issuers"), the Guarantor and their subsidiaries and affiliates taken as a whole and the
securities ("Securities") issued under the programme described herein (the "Programme")
which, according to the particular nature of the relevant Issuer, the Guarantor (if applicable) and
the Securities, is necessary to enable investors to make an informed assessment of the assets
and liabilities, financial position, profit and losses and prospects of such Issuer and, where
applicable, the Guarantor. This Base Prospectus is valid for one year from the date hereof.
Responsibility: The Issuers and the Guarantor accept responsibility for the information contained
in this Base Prospectus. To the best of the knowledge of the Issuers and the Guarantor (having
taken all reasonable care to ensure that such is the case), the information contained in this Base
Prospectus is in accordance with the facts and does not omit anything likely to affect the import
of such information.
Ratings: The credit ratings included or referred to in this Base Prospectus or any document
incorporated by reference will be treated for the purposes of Regulation (EC) No 1060/2009 on
credit rating agencies (the "CRA Regulation") as having been issued by Fitch Ratings Limited
("Fitch"), Moody's Investors Service Ltd. ("Moody's") and Standard & Poor's Credit Market
Services Europe Limited ("Standard & Poor's"), each of which is established in the European
Union and has been registered under the CRA Regulation.
As of the date of this Base Prospectus, the short term unsecured obligations of the Bank are rated
A-1 by Standard & Poor's, P-1 by Moody's, and F1 by Fitch and the long-term obligations of the
Bank are rated A+ by Standard & Poor's, Aa3 by Moody's, and A by Fitch.
Group: References herein to the "Group" are to the Bank and its subsidiaries.
Independent Investigation: None of this Base Prospectus or any financial statements or any
other financial information supplied in connection with the Programme or any Securities is
intended to provide the basis of any credit or other evaluation or should be considered as a
recommendation by the Issuers that any recipient of this Base Prospectus or any financial
statements or any other financial information supplied in connection with the Programme or any
Securities should purchase any Securities. Investors should conduct their own independent
investigations into the financial condition and affairs of, and their own appraisal of the
creditworthiness of, the relevant Issuer (and the Guarantor, if applicable) and of the suitability of
the relevant Securities as an investment in light of their own circumstances and financial
condition and after due consideration of an investment linked to any relevant Reference Asset
and, in deciding whether to purchase Securities, investors should form their own views of the
merits of such an investment based upon such investigations and not in reliance solely upon any
information given in this Base Prospectus, any applicable Relevant Annex and/or any applicable
Final Terms. Prospective investors should have regard to the factors described in the section
headed "Risk Factors".
2


Reference Assets: The applicable Final Terms will (if applicable) specify the nature of the
responsibility taken by the relevant Issuer and/or Guarantor for the information relating to any
Reference Asset to which relevant Securities relate and which is contained in such Final Terms.
Investors should conduct their own investigations into the relevant Reference Asset(s) and, in
deciding whether to purchase Securities, investors should form their own views of the merits of
such an investment based upon such investigations and not in reliance solely upon any
information given in this Base Prospectus, any applicable Relevant Annex and/or any applicable
Final Terms.
Change of Circumstances: The delivery of any of the Base Prospectus, any Supplemental Base
Prospectus, any Relevant Annex and the applicable Final Terms for a Series (together the
"Offering Documents") and any sale of Securities pursuant thereto shall not, in any
circumstances, create any impression that the information contained therein concerning the
Issuers or the Guarantor is correct at any time subsequent to the date thereof or that any other
information supplied in connection with the Programme is correct as of any time subsequent to
the date indicated in the document containing the same. Investors should review, inter alia, the
most recent consolidated financial statements, if any, and any public announcements, if any, of
the relevant Issuer and the Guarantor, if applicable, when deciding whether to purchase any
Securities.
Distribution: The distribution of the Offering Documents and the offer or sale of the Securities in
certain jurisdictions may be restricted by law. This document does not constitute, and may not be
used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer
or solicitation is not authorised or to any person to whom it is unlawful to make such offering or
solicitation, and no action is being taken to permit an offering of the Securities or the distribution
of this Base Prospectus in any jurisdiction where action is required. Persons into whose
possession the Offering Documents come are required by the Issuers and the Guarantor to
inform themselves about and to observe any such restrictions. The Securities and the Guarantee
and, in certain cases, the Reference Assets or Entitlement, as the case may be, have not been and
will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or other jurisdiction of the United States, in
the case of a Bearer Security that is not a Cleared Security, and the Securities may be in the form
of Bearer Securities and therefore subject to US tax law requirements. Subject to certain
exceptions, Securities may not be offered, sold or, in the case of Bearer Securities, delivered within
the United States or to US persons (as defined in Regulation S under the Securities Act) or, in the
case of a Bearer Security that is not a cleared security, to, or for the account or benefit of, US
persons (as defined in the US Internal Revenue Code of 1986 and the regulations thereunder).
Details of selling restrictions for various jurisdictions are set out in the section headed "Purchase
and Sale". The information contained therein may be amended from time to time by any
applicable Relevant Annex and/or the applicable Final Terms.
Representations: In connection with the issue and sale of Securities, no person has been
authorised to give any information or to make any representation not contained in or consistent
with the Offering Documents and, if given or made, such information or representation must not
be relied upon as having been authorised by the Issuers, the Guarantor or any Manager. None of
3


the Issuers or the Guarantor accepts responsibility for any information not contained in the
Offering Documents. None of the Issuers, the Guarantor (if applicable) or any Manager makes
any representation or warranty whatsoever or accepts any responsibility with respect to any
Reference Asset. None of the Issuers, the Guarantor (if applicable) or any Manager makes any
representation or warranty whatsoever or accepts any responsibility as to the effect or possible
effect of the linking of any exercise rights, payments or deliveries due under the Securities to the
performance of any Reference Asset(s).
No Investment Advice: None of this Base Prospectus, any Supplemental Base Prospectus, any
Relevant Annex or any Final Terms is, nor does it purport to be, investment advice. Unless
expressly agreed otherwise with a particular investor, none of the Issuers, the Guarantor or any
Manager is acting as an investment adviser or providing advice of any other nature, or assumes
any fiduciary obligation, to any investor in Securities.
References: In any Offering Document, references to "USD", "$", "US$" and "US dollars" are to
United States dollars, references to "GBP", "£" and "sterling" are to pounds sterling and
references to "JPY", "¥" and "yen" are to Japanese yen. References to "EUR", "euro" and "" are
to the lawful currency of the member states of the European Union that have adopted or adopt
the single currency in accordance with the Treaty on the functioning of the European Union, as
amended from time to time. References to "AUD", "A.U.$" and "Australian dollar" are to the
lawful currency of the Commonwealth of Australia, references to "SGD", "SGP dollar" and
"Singapore Dollars" are to the lawful currency of the Republic of Singapore and references to
"HKD", "H.K.$" and "Hong Kong dollar" are to the lawful currency of Hong Kong, the special
administrative region of the People's Republic of China. In any Offering Document, references to
the "Conditions" are to the terms and conditions of the relevant Securities and references to
"Offeror" are to any person from whom any investor acquires or intends to acquire Securities.
References in any Offering Document to Securities being "listed" on the London Stock Exchange
plc (the "London Stock Exchange") shall mean that such Securities have been admitted to
trading on the London Stock Exchange's regulated market. The London Stock Exchange's
regulated market and each market that is a regulated market for the purposes of Directive
2004/39/EC of the European Parliament and of the Council on markets in financial instruments
shall be referred to herein as a "Regulated Market".
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
ANNOTATED, 1955 ("RSA 421-B"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT
A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE
FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
4


UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER
OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
Securities Act: The Securities are being offered and sold outside the United States to non-US
persons in reliance on Regulation S ("Regulation S") under the Securities Act and, in the case of
Registered Securities, within the United States to Qualified Institutional Buyers ("QIBs") in
reliance on Rule 144A ("Rule 144A") under the Securities Act. Prospective investors are hereby
notified that sellers of the Securities may be relying on the exemption from the provisions of
section 5 of the Securities Act provided by Rule 144A. For a description of these and certain
further restrictions on offers, sales and transfers of Securities and distribution of the Offering
Documents, see ``Purchase and Sale'' and ``Clearance, Settlement and Transfer Restrictions''
herein and in any applicable Relevant Annex or applicable Final Terms.
THE SECURITIES AND THE GUARANTEE HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE
UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF
SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Verification: No Manager has separately verified the information contained in this Base
Prospectus. To the fullest extent permitted by law, none of the Managers makes any
representation, express or implied, or accepts any responsibility for the contents of this Base
Prospectus or for any other statement made, or purported to be made, by a Manager or on its
behalf in connection with the Issuer, the Guarantor, or the issue and offering of the Securities.
Each Manager accordingly disclaims all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have in respect of this Base
Prospectus or any such statement. Each potential purchaser of Securities should determine for
itself the relevance of the information contained in this Base Prospectus and its purchase of
Securities should be based upon such investigation, as it deems necessary. None of the Managers
undertake to review the financial condition or affairs of the Issuers or the Guarantor during the
life of the arrangements contemplated by this Base Prospectus or to advise any investor or
prospective investor in the Securities of any information coming to the attention of any of the
Managers.
Regulatory Review: The contents of this Base Prospectus have not been reviewed or approved by
any regulatory authority (other than the United Kingdom Financial Services Authority (the
"FSA"), which is the United Kingdom competent authority (the "Regulatory Authority") for the
purposes of the Prospectus Directive).
Stabilisation: In connection with the issue and distribution of any Series of Securities, the
Manager or Managers (if any) named as the Stabilising Manager(s) (the ``Stabilising
Manager(s)'') (or any person acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Securities or effect transactions with a view to supporting the price of
the Securities at a level higher than that which might otherwise prevail. However, there is no
5


assurance that the Stabilising Manager(s) (or any person acting on behalf of any Stabilising
Manager(s)) will undertake stabilisation action. Any stabilisation action may begin at any time on
or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche of Securities has been made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant Tranche of Securities and 60
days after the date of the allotment of the relevant Tranche of Securities. Any stabilisation action
or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting
on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
Accession Issuer: A company or other entity (an "Accession Issuer") may accede to, and
become an Issuer under, the Programme by (i) executing a supplemental deed to the Programme
documentation in a form agreed by the Agents and the Managers of the Programme (an
"Accession Deed") and (ii) preparing a new base prospectus or a Base Prospectus Supplement in
respect of such Accession Issuer. Any such Accession Deed will specify whether references
herein to the Bank or BCCL (each in the capacity as Issuer) shall be construed as being references
to the relevant Accession Issuer.
6


TABLE OF CONTENTS
Page
SUMMARY ........................................................................................................................................................... 9
RISK FACTORS ..................................................................................................................................................18
FORWARD-LOOKING STATEMENTS ..........................................................................................................120
INFORMATION INCORPORATED BY REFERENCE....................................................................................121
INFORMATION RELATING TO THE ISSUERS............................................................................................124
PRO FORMA FINAL TERMS..........................................................................................................................134
TERMS AND CONDITIONS OF THE SECURITIES.....................................................................................235
RELEVANT ANNEXES .....................................................................................................................................323
BOND LINKED ANNEX...................................................................................................................................324
COMMODITY LINKED ANNEX.....................................................................................................................347
CREDIT LINKED ANNEX ................................................................................................................................470
EQUITY LINKED ANNEX............................................................................................................................... 550
WARRANT LINKED SECURITIES ANNEX................................................................................................... 664
FX LINKED ANNEX ........................................................................................................................................ 686
GOLD SETTLEMENT ANNEX .......................................................................................................................747
INFLATION LINKED ANNEX..........................................................................................................................757
FUND LINKED ANNEX .................................................................................................................................. 780
BARCLAYS INDEX ANNEX ........................................................................................................................... 796
US WARRANTS PRODUCT ANNEX.............................................................................................................916
DANISH SECURITIES ANNEX .......................................................................................................................952
DUTCH SECURITIES ANNEX ....................................................................................................................... 960
FINNISH SECURITIES ANNEX...................................................................................................................... 965
FRENCH CLEARED SECURITIES ANNEX....................................................................................................973
ITALIAN SECURITIES ANNEX.......................................................................................................................992
NORWEGIAN SECURITIES ANNEX........................................................................................................... 1022
SPANISH SECURITIES ANNEX................................................................................................................... 1030
SWEDISH SECURITIES ANNEX ..................................................................................................................1035
SWISS SECURITIES ANNEX ....................................................................................................................... 1043
7


FRENCH SECURITIES ANNEX.................................................................................................................... 1050
BOOK-ENTRY PROCEDURES FOR RULE 144A GLOBAL SECURITIES DEPOSITED WITH DTC.....1126
CLEARANCE, SETTLEMENT AND TRANSFER RESTRICTIONS ...........................................................1129
GENERAL INFORMATION APPLICABLE TO CREST SECURITIES AND CDIs ....................................1137
TAXATION......................................................................................................................................................1139
PURCHASE AND SALE.................................................................................................................................1167
GENERAL INFORMATION...........................................................................................................................1192
8


SUMMARY
This summary must be read as an introduction to this Base Prospectus and any decision to invest
in the Securities should be based on a consideration of this Base Prospectus as a whole, including
the documents incorporated by reference.
Following the implementation of the relevant provisions of the Prospectus Directive in each
Member State of the European Economic Area (an "EEA State"), no civil liability will attach to the
responsible persons in any such Member State solely on the basis of this summary, including any
translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the
other parts of this Base Prospectus. Where a claim relating to the information contained in this
Base Prospectus is brought before a court in an EEA State, the plaintiff may, under the national
legislation of the EEA State where the claim is brought, be required to bear the costs of
translating this Base Prospectus before the legal proceedings are initiated. Unless otherwise
defined, capitalised terms used in this Summary shall have the meanings given to them in the
Base Conditions set out in this Base Prospectus.
General Description of the Issuers
THE BANK AND THE GROUP
Barclays Bank PLC (the "Bank") is a public limited company registered in England and Wales
under number 1026167. The liability of the members of the Bank is limited. It has its registered
and head office at 1 Churchill Place, London, E14 5HP, United Kingdom. The Bank was
incorporated on 7 August 1925 under the Colonial Bank Act 1925 and, on 4 October 1971, was
registered as a company limited by shares under the Companies Act 1948 to 1967. Pursuant to
The Barclays Bank Act 1984, on 1 January 1985, the Bank was re-registered as a public limited
company and its name was changed from "Barclays Bank International Limited" to "Barclays
Bank PLC".
The Bank and its subsidiary undertakings (together the "Group") is a major global financial
services provider engaged in retail and commercial banking, credit cards, investment banking,
wealth management and investment management services. The whole of the issued ordinary
share capital of the Bank is beneficially owned by Barclays PLC, which is the ultimate holding
company of the Group.
BARCLAYS CAPITAL (CAYMAN) LIMITED
Barclays Capital (Cayman) Limited ("BCCL") was incorporated in the Cayman Islands on 24 July
1989 for an unlimited duration and registered on 26 July 1989. BCCL operates under Cayman
Islands law with limited liability. BCCL's registered office is at the offices of Barclays Private Bank &
Trust (Cayman) Limited, P.O. Box 487, 4th Floor, First Caribbean House, 25 Main Street, George
Town, Grand Cayman KY1-1106, Cayman Islands. Its registration number is 32968. BCCL is a
wholly-owned direct subsidiary of the Bank.
Summary
9


BCCL was established for the purpose of, inter alia, issuing notes, certificates and warrants and
buying and selling options. It is the policy of the Directors to hedge fully the liabilities of BCCL
arising under notes, certificates and warrants issued by BCCL.
BCCL is resident for tax purposes in the United Kingdom.
Summary of the Programme
Description:
Programme for the issue of Securities that are Notes,
Certificates or Warrants.
Securities are issued pursuant to the Agency Agreement.
The terms of Securities comprise the Base Conditions, as
modified and supplemented by the Final Terms, and any
applicable Relevant Annex.
Issuer:
The Bank or BCCL.
Guarantor:
The Bank guarantees Securities issued by BCCL.
Managers:
The Bank, Barclays Capital Inc. and any other Manager
specified in the Final Terms.
Issue and Paying Agent:
The Bank of New York Mellon ("BNYM"), acting through its
London Branch or, as may be otherwise specified in the
Relevant Annex.
New York Registrar and NY Agent:
BNYM, acting through its New York branch.
Luxembourg Registrar and
The Bank of New York Mellon (Luxembourg) S.A.
Luxembourg Agent:
Frankfurt Agent:
BNYM, acting through its Frankfurt branch.
Transfer Agents:
BNYM, acting through its London branch together with
BNYM, acting through its Luxembourg branch in respect of
Securities distributed outside the United States of America
or BNYM, acting through its New York branch in respect of
Securities distributed within the United States of America.
Exchange Agent:
BNYM, acting through its New York branch.
Determination Agent:
The Bank or Barclays Capital Securities Limited.
Distribution:
Syndicated or non-syndicated.
Status of Securities:
Direct, unsubordinated and unsecured obligations of the
Issuer ranking equally among themselves and with all its
other present and future unsecured and unsubordinated
obligations (except for obligations preferred by law).
Securities do not evidence deposits, are not insured or
guaranteed by any government or agency or under the UK
Government credit guarantee scheme.
Summary
10


Document Outline