Obligation Barclay PLC 7.625% ( US06740L8C27 ) en USD

Barclay PLC

99.929 % ▼

Royaume-uni

US06740L8C27 ( en USD )

7.625% par an ( paiement semestriel )

21/11/2022 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC US06740L8C27 en USD 7.625%, échue

06740L8C2

Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

L'obligation Barclays PLC (ISIN : US06740L8C27, CUSIP : 06740L8C2), émise au Royaume-Uni et libellée en USD, avec un taux d'intérêt de 7,625% et une fréquence de paiement semestrielle, est arrivée à échéance le 21 novembre 2022 et a été intégralement remboursée à un prix de marché de 99,929%.

Prospectus Supplement to Prospectus dated August 31, 2010
$3,000,000,000 7.625% Contingent Capital Notes due November 2022
Barclays Bank PLC
We, Barclays Bank PLC, are issuing $3,000,000,000 aggregate principal amount of 7.625% Contingent Capital Notes due November 2022 (collectively the "notes," and each
individually a "note").
From (and including) the date of issuance, interest will accrue on the notes at a rate of 7.625% per annum. Interest will be payable in two equal semi-annual installments in arrear on May
21 and November 21 of each year, commencing on May 21, 2013. The notes will constitute our direct, unsecured and subordinated obligations, ranking equally without any preference
among themselves and ranking junior in right of payment to the claims of depositors and any other existing and future unsecured and unsubordinated indebtedness. Consequently, in the
event of our winding up or administration, the claims of the trustee (on behalf of the holders of the notes but not the rights and claims of the trustee in its personal capacity under the
Indenture (as defined below)) and the holders of the notes, in respect of such notes (including any damages or other payments awarded for breach of any obligations thereunder) shall be
subordinated to the claims of all Senior Creditors (as defined below).
Unless previously redeemed or otherwise cancelled, the notes will mature on November 21, 2022.
As further described under "Description of Contingent Capital Notes--Automatic Transfer Upon Capital Adequacy Trigger Event" below, if a Capital Adequacy
Trigger Event (as defined below) occurs, an Automatic Transfer (as defined below) will occur on the business day immediately following the expiration of the
Suspension Period (as defined below), at which point the notes will be automatically transferred from the holders prior to such Automatic Transfer (the "Pre-
Transfer Holders") to our parent, Barclays PLC (or another entity within the Group (as defined below)), for nil consideration. Such Automatic Transfer will result
in the Pre-Transfer Holders not having any rights against us with respect to repayment of the principal amount of the notes that has not become due or the payment
of interest on such notes for any period from (and including) the interest payment date falling immediately prior to the occurrence of such Automatic Transfer. As a
result, the Pre-Transfer Holders will lose their entire investment in the notes.
We may, at our option, redeem the notes, in whole but not in part, at any time at 100% of their principal amount, together with any accrued but unpaid interest to the date fixed
for redemption, in the event of a change in certain U.K. regulatory capital requirements as described in this prospectus supplement under "Description of Contingent Capital
Notes--Redemption--Regulatory Event Redemption." In addition, we may redeem the notes, in whole but not in part, at any time at 100% of their principal amount, together
with any accrued but unpaid interest to the date fixed for redemption, upon the occurrence of certain tax events as described in this prospectus supplement under "Description
of Contingent Capital Notes--Redemption--Tax Redemption." Any redemption of the notes is subject to the restrictions described in this prospectus supplement under
"Description of Contingent Capital Notes--Redemption--Limitations on Redemption" and "Description of Contingent Capital Notes--Redemption--Notice to the FSA."
We will apply to have the notes admitted to listing on the Official List of the FSA (as defined below) and to trading on the regulated market of the London Stock Exchange plc
("LSE").
Investing in the notes involves risks. See "Risk Factors" beginning on page S-14 of this prospectus supplement, "Additional information--Risk factors" beginning on
page 265 of our Annual Report on Form 20-F for the year ended December 31, 2011, which is incorporated by reference herein, and the other information included and
incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to
invest in the notes.
The notes are not deposit liabilities of Barclays Bank PLC and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency
of the United States, the United Kingdom or any other jurisdiction.
Proceeds, before
Underwriting
expenses, to
Price to Public(1)
Compensation
Barclays Bank PLC(2)
Per note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
1.0000%
--
0.6688%(3)
98.3312%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,000,000,000
$50,064,000
$2,949,936,000
Note:
(1) Plus accrued interest, if any, from and including November 21, 2012.
(2) Before reimbursement of certain expenses by Barclays Capital Inc. to Barclays Bank PLC.
(3) Reflects an additional commission of 1.5% on $35,000,000 aggregate principal amount of notes allocated for sales to certain accounts, an additional commission of 0.5%
payable on $907,800,000 aggregate principal amount of notes allocated for sales to certain other accounts and a structuring fee of 0.5% on $3,000,000,000 aggregate
principal amount of notes payable to Barclays Capital Inc.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC") on or about November
21, 2012. Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, including
Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V.
By its acquisition of the notes, each Pre-Transfer Holder shall be deemed to have (i) consented to the Automatic Transfer and acknowledged that such Automatic Transfer of its notes
(including any beneficial interest therein) following a Capital Adequacy Trigger Event may occur without any action on such Pre-Transfer Holder's part and (ii) authorized, directed
and requested DTC and any direct participant in DTC or other intermediary through which it holds such notes to take any and all necessary action, if required, to effectuate the
Automatic Transfer without any further action or direction on the part of such Pre-Transfer Holder.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of these securities or determined that this
prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Global Coordinator, Sole Structuring Adviser and Bookrunner
Barclays
Joint Bookrunners
Citigroup
Credit Suisse
Deutsche Bank Securities
Morgan Stanley
Co-Lead Managers
ABN AMRO
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
BNP PARIBAS
BofA Merrill Lynch
Danske Bank
ING
Lloyds Bank
Mediobanca
Mitsubishi UFJ Securities
Mizuho Securities
Natixis
Santander Investment Securities Inc.
Scotiabank
SOCIETE GENERALE
SMBC Nikko
TD Securities
US Bancorp
Wells Fargo Securities
Prospectus Supplement dated November 14, 2012

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page Number
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Description of Contingent Capital Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-22
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-32
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-37
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-38
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-39
PROSPECTUS
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
The Barclays Bank Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Description of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Global Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Description of Preference Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Description of American Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
Description of Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Service of Process and Enforcement of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Expenses of Issuance and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
S-2

FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein contain forward-looking
statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), with
respect to certain of our plans and current goals and expectations relating to our future financial condition and
performance. We caution readers that no forward-looking statement is a guarantee of future performance and that
actual results could differ materially from those contained in the forward-looking statements. These forward-
looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-
looking statements sometimes use words such as "may," "will," "seek," "continue," "aim," "anticipate," "target,"
"expect," "estimate," "projected," "intend," "plan," "goal," "believe" or other words of similar meaning.
Examples of forward-looking statements include, among others, statements regarding our future financial
position, income growth, assets, impairment charges, business strategy, capital ratios, leverage, payment of
dividends, projected levels of growth in the banking and financial markets, projected costs, estimates of capital
expenditures, and plans and objectives for future operations and other statements that are not historical fact.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and
circumstances, including, but not limited to, U.K. domestic, Eurozone and global macroeconomic and business
conditions, the effects of continued volatility in credit markets, market related risks such as changes in interest
rates and foreign exchange rates, effects of changes in valuation of credit market exposures, changes in valuation
of issued notes, the policies and actions of governmental and regulatory authorities (including requirements
regarding capital and our structures and the potential for one or more countries exiting the Eurozone), changes in
legislation, the further development of standards and interpretations under International Financial Reporting
Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the
interpretation and application of standards under IFRS, the outcome of current and future legal proceedings, the
success of future acquisitions and other strategic transactions and the impact of competition, a number of which
factors are beyond our control. In particular, the rules under CRD IV (as defined below), including with respect
to the calculation of common equity tier 1 capital and risk weighted assets, have not been finalized and remain
subject to change by European legislators, and the Financial Services Authority of the United Kingdom (the
"FSA") may also alter its stated approach to the adoption of CRD IV in the United Kingdom. Accordingly, the
basis on which our CET1 Capital (as defined below) and Risk Weighted Assets (as defined below) are calculated
under the final CRD IV rules may be different than the way we currently anticipate it will be calculated. As a
result of these uncertain events and circumstances, our actual future results and capital ratios may differ
materially from the plans, goals, and expectations set forth in such forward-looking statements. Additional risks
and factors are identified in our filings with the U.S. Securities and Exchange Commission (the "SEC") including
in our Annual Report on Form 20-F for the fiscal year ended December 31, 2011, which is available on the
SEC's website at http://www.sec.gov. Any forward-looking statements made herein or in the documents
incorporated by reference herein speak only as of the date they are made. Except as required by the FSA, the
London Stock Exchange plc or applicable law, we expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement contained in this prospectus supplement or
the documents incorporated by reference herein to reflect any changes in expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is based. The reader should,
however, consult any additional disclosures that we have made or may make in documents we have filed or may
file with the SEC.
S-3

INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-169119) we have filed
with the SEC under the Securities Act. This prospectus supplement omits some information contained in the
registration statement in accordance with SEC rules and regulations. You should review the information in and
exhibits to the registration statement for further information on us and the securities we are offering. Statements
in this prospectus supplement concerning any document we have filed or will file as an exhibit to the registration
statement or that we have otherwise filed with the SEC are not intended to be comprehensive and are qualified in
their entirety by reference to these filings. You should review the complete document to evaluate these
statements.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which means
that we can disclose important information to you by referring you to those publicly available documents. The
information that we incorporate by reference in this prospectus supplement is an important part of this prospectus
supplement. For information on the documents we incorporate by reference in this prospectus supplement and the
accompanying prospectus, we refer you to "Incorporation of Certain Documents by Reference" on page 1 of the
accompanying prospectus.
In addition to the documents listed in the accompanying prospectus, we incorporate by reference in this
prospectus supplement and the accompanying prospectus any future documents we may file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the
offering contemplated in this prospectus supplement is completed. Reports on Form 6-K we may furnish to the
SEC after the date of this prospectus supplement (or portions thereof) are incorporated by reference in this
prospectus supplement only to the extent that the report expressly states that it (or such portions) is incorporated
by reference in this prospectus supplement.
We will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents
we referred to above or in the accompanying prospectus which we have incorporated in this prospectus
supplement by reference. You should direct your requests to Barclays Treasury, Barclays Bank PLC, 1 Churchill
Place, London E14 5HP, United Kingdom (telephone: 011-44-20-7116-1000).
For purposes of this prospectus supplement, references to "we," "us" and "our" refer to Barclays Bank PLC (or
any successor entity) and its consolidated subsidiaries, unless the context indicates otherwise, references to
Barclays PLC shall include any successor holding company of Barclays Bank PLC, and references to "DTC"
shall include any successor clearing system. The term "Group" shall mean Barclays PLC and its consolidated
subsidiaries, unless the context indicates otherwise. The term "FSA" shall mean the Financial Services Authority
of the United Kingdom or such other governmental authority in the United Kingdom (or if Barclays Bank PLC
becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having primary
responsibility for the prudential supervision of Barclays Bank PLC.
S-4

SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in
conjunction with, the remainder of this prospectus supplement, the accompanying prospectus and any documents
incorporated by reference therein. You should base your investment decision on a consideration of this
prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein, as a
whole.
We will issue the notes under the Dated Subordinated Debt Securities Indenture originally entered into on
October 12, 2010 between us and The Bank of New York Mellon, as trustee (the "Original Indenture"), as
supplemented by a First Supplemental Indenture expected to be entered into on or about November 21, 2012
between us and the Bank of New York Mellon, as trustee (the "First Supplemental Indenture" and, together with
the Original Indenture, the "Indenture"). We filed the Original Indenture as an exhibit to a report on Form 6-K
on October 14, 2010 and will file the form of First Supplemental Indenture as an exhibit to a report on Form 6-K
on or about November 21, 2012. The terms of the notes include those stated in the Indenture and any
supplements thereto, and those terms made part of the Indenture by reference to the U.S. Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). The Indenture replaces the Dated Subordinated Debt Securities
Indenture dated as of June 30, 1998 between us and The Bank of New York Mellon, as trustee, which is described
in the accompanying prospectus.
Because this section is a summary, it does not describe every aspect of the notes in detail. This summary is
subject to, and qualified by reference to, all of the definitions and provisions of the Indenture, any supplement
thereto and the notes. Certain terms used in this prospectus supplement (including in this "Summary" section),
unless otherwise defined herein, have the respective meanings given to them in the Indenture. Words and
expressions defined in "Description of Contingent Capital Notes" below shall have the same meanings in this
summary.
The Issuer . . . . . . . . . . . . . . . . . . . . . . . . Barclays Bank PLC
Barclays Bank PLC, including its subsidiary undertakings, is a major
global financial services provider engaged in retail banking, credit
cards, corporate banking, investment banking, wealth management
and investment management services. The whole of the issued
ordinary share capital of Barclays Bank PLC is beneficially owned by
Barclays PLC, which is the ultimate holding company of Barclays
Bank PLC and one of the largest financial services companies in the
world by market capitalization.
The Securities We Are Offering . . . . . . We are offering $3,000,000,000 aggregate principal amount of
7.625% Contingent Capital Notes due November 2022. The notes will
constitute a series of Dated Subordinated Debt Securities issued under
the Indenture.
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . November 21, 2012
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . Unless previously redeemed or otherwise cancelled, the notes will be
repaid at 100% of their principal amount plus accrued interest on
November 21, 2022.
Price to Public . . . . . . . . . . . . . . . . . . . . 100%
Interest Rate . . . . . . . . . . . . . . . . . . . . . . The notes will bear interest at a rate of 7.625% per annum.
Interest Payment Dates . . . . . . . . . . . . . Each May 21 and November 21, commencing on May 21, 2013.
S-5

Regular Record Dates . . . . . . . . . . . . . . The 15th calendar day preceding each interest payment date, whether
or not such day is a business day. The term "business day" means any
weekday, other than one on which banking institutions are authorized
or obligated by law or executive order to close in London, England, or
in New York City.
Ranking . . . . . . . . . . . . . . . . . . . . . . . . . The notes will constitute our direct, unsecured and subordinated
obligations,
ranking
equally
without
any
preference
among
themselves.
In the event of our winding up or administration, the claims of the
trustee (on behalf of the holders of the notes but not the rights and
claims of the trustee in its personal capacity under the Indenture) and
the holders of the notes, in respect of such notes (including any
damages or other payments awarded for breach of any obligations
thereunder) shall:
(i)
be subordinated to the claims of all Senior Creditors;
(ii) rank at least pari passu with the claims of holders of all our other
dated subordinated obligations and our other securities which in
each case by law rank, or by their terms are expressed to rank,
pari passu with the notes ("Other Pari Passu Claims"); and
(iii) rank senior to our ordinary shares, preference shares and any
junior subordinated obligations or other securities which in each
case either by law rank, or by their terms are expressed to rank,
junior to the notes.
The claims of such other creditors, with the exception of the claims
specified in sub-paragraphs (ii) and (iii) above, are referred to in this
prospectus supplement as "Dated Debt Senior Claims." Accordingly,
no amount will be payable in our winding up in respect of claims in
relation to the notes until all Dated Debt Senior Claims admitted in
our winding up have been satisfied.
"Senior Creditors" means creditors (i) who are depositors and/or other
unsubordinated creditors; or (ii) who are subordinated creditors
(whether aforesaid or otherwise) other than those whose claims by
law rank, or by their terms are expressed to rank, pari passu with or
junior to the claims of the holders of the notes.
For the avoidance of doubt, the notes shall rank pari passu with,
amongst others, our $1,250,000,000 5.140% Lower Tier 2 Notes due
October 2020 issued on October 14, 2010.
Regulatory Event Redemption . . . . . . . If we determine that for any reason the notes are fully excluded from
the Group's Tier 2 Capital within the meaning and for the purposes of
(1) the capital adequacy requirements of the FSA or (2) any other
regulation, directive or other binding rules, standards or decisions
adopted by the institutions of the European Union (a "Regulatory
Event"), we may (subject to (a) the provisions described under
"--Limitations on Redemption and Notice to the FSA" below,
(b) giving not less than 30 days' nor more than 60 days' notice to the
trustee and the holders of the notes (such notice being irrevocable)
S-6

specifying the date fixed for such redemption and (c) the
circumstance that entitles us to exercise such right of redemption of
the notes not being (in our opinion) reasonably foreseeable at the
issue date) redeem the notes, in whole but not in part, at a redemption
price equal to 100% of their principal amount, together with any
accrued but unpaid interest to (but excluding) the date fixed for
redemption. Upon the expiry of such notice period, we shall be bound
to redeem the notes accordingly.
Tax Redemption . . . . . . . . . . . . . . . . . . In the event of any change in tax law or regulation or the official
application or interpretation thereof that would (1) require us to pay
additional amounts to holders, (2) result in us not being entitled to
claim a deduction in respect of any payments in computing our
taxation liabilities or materially reducing the amount of such
deduction or (3) result in us not, as a result of the notes being in issue,
being able to have losses or deductions set against the profits or gains,
or profits or gains offset by the losses or deductions, of companies
with which we are or would otherwise be so grouped for applicable
United Kingdom tax purposes (whether under the group relief system
current as at the date of issue of the notes or any similar system or
systems having like effect as may from time to time exist) (each of
(1), (2) and (3) above, a "Tax Event"), in each case as described in
this prospectus supplement under "Description of Contingent Capital
Notes--Redemption--Tax Redemption," we will have the option to
redeem the notes, in whole but not in part, upon not less than 30 days'
nor more than 60 days' notice to the holders at a price equal to 100%
of their principal amount, together with any accrued but unpaid
interest to (but excluding) the date fixed for redemption; provided
that (a) the circumstance that entitles us to exercise such right of
redemption of the notes was not (in our opinion) reasonably
foreseeable at the issue date of the notes and (b) in the case of each
Tax Event, such obligation cannot be avoided by us taking reasonable
measures available to us.
Any redemption as a result of a Tax Event would also be subject to
the provisions described below under "--Limitations on Redemption
and Notice to the FSA."
Limitations on Redemption and Notice
to the FSA . . . . . . . . . . . . . . . . . . . . . . We may redeem the notes prior to the fifth anniversary of their date of
issue only (1) with the prior approval of the FSA; (2) if the
circumstance that entitles us to exercise that right of redemption is the
result of a change in the applicable tax treatment or regulatory
classification of the notes; and (3) if at the time of the exercise of the
right of redemption (and if and to the extent required at such time),
we comply with the FSA's main Pillar 1 rules applicable to us and
other BIPRU firms (within the meaning of the FSA's General
Prudential Sourcebook) and will continue to do so after the
redemption of the notes.
In addition, any redemption of the notes on or after the fifth
anniversary of their date of issue but prior to their scheduled maturity
date, under the practice of the FSA prevailing as of the date of this
prospectus supplement (which practice may change), would be
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subject to our providing to the FSA, at least one month before we
become committed to the repayment, notice in writing (in the form
required by the FSA) of the proposed repayment, detailing how,
following such repayment, we will (1) continue to meet our capital
resources requirement and (2) have sufficient overall financial
resources, including capital and liquidity resources which are
adequate both as to the amount and quality, to ensure that there is no
significant risk that our liabilities cannot be met as they fall due.
Capital Adequacy Trigger Event . . . . . Except as described under "Description of Contingent Capital
Notes--Effect
of
Order
or
Resolution
for
Winding-up
or
Administration," a "Capital Adequacy Trigger Event" shall occur if
the CET1 Ratio (as defined below) as of any Quarterly Financial
Period End Date (as defined below) or Extraordinary Calculation
Date (as defined below), as the case may be, is less than 7.00% on
such date.
Automatic Transfer Upon Capital
Adequacy Trigger Event . . . . . . . . . . As described below under "Description of Contingent Capital
Notes--Automatic Transfer Upon Capital Adequacy Trigger Event,"
if a Capital Adequacy Trigger Event occurs as of any Quarterly
Financial Period End Date or Extraordinary Calculation Date, as the
case may be, then, except as described under "Description of
Contingent Capital Notes--Effect of Order or Resolution for
Winding-up or Administration," an Automatic Transfer will occur on
the business day immediately following the expiration of the
Suspension Period.
Such Automatic Transfer will result in the Pre-Transfer Holders not
having any rights against us with respect to repayment of the principal
amount of the notes that has not become due or the payment of
interest on such notes for any period from (and including) the interest
payment date falling immediately prior to the occurrence of such
Automatic Transfer. As a result, the Pre-Transfer Holders will lose
their entire investment in the notes.
As described below under "Description of Contingent Capital
Notes--Automatic Transfer Upon Capital Adequacy Trigger Event--
Automatic Transfer Procedure," prior to the date on which an
Automatic Transfer occurs, we will give an Automatic Transfer
Notice to the trustee and the Pre-Transfer Holders via DTC.
Following the receipt of such notice by DTC and the commencement
of the Suspension Period, DTC shall suspend all clearance and
settlement of the notes. As a result, Pre-Transfer Holders will not be
able to settle the transfer of any notes from the commencement of the
Suspension Period, and any sale or other transfer of the notes that a
Pre-Transfer Holder may have initiated prior to the commencement of
the Suspension Period that is scheduled to settle during the
Suspension Period will be rejected by DTC and will not be settled
within DTC.
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For purposes of these provisions:
"Automatic Transfer" means the occurrence of the following prior to
the maturity date:
(i)
the automatic transfer of interests in the notes from the
Pre-Transfer Holders to our parent, Barclays PLC (or another
entity within the Group), for nil consideration; and
(ii) for the avoidance of doubt, upon the automatic transfer referred
to in clause (i) above, (a) all Pre-Transfer Holders will not have
any rights against us with respect to repayment of the principal
amount of the notes that has not become due or the payment of
interest on such notes for any period from (and including) the
interest payment date falling immediately prior to the occurrence
of such automatic transfer and (b) all rights under the notes shall
transfer to Barclays PLC (or another entity within the Group),
except for any rights of Pre-Transfer Holders with respect to any
payments under the notes that were due and payable prior to the
date of such automatic transfer.
"Automatic Transfer Notice" means the written notice delivered by us
to the trustee and the Pre-Transfer Holders via DTC (or, if the notes
are held in definitive form, the trustee) specifying that a Capital
Adequacy Trigger Event has occurred and that an Automatic Transfer
shall therefore take place.
"CET1 Capital" means (i) as of any Quarterly Financial Period End
Date or Extraordinary Calculation Date that falls before the CRD IV
Adoption Date, the sum, expressed in pounds sterling, of all amounts
that constitute core tier 1 capital of the Group as of such date, less any
deductions from core tier 1 capital required to be made as of such
date, in each case as calculated by Barclays PLC on a consolidated
basis in accordance with the capital adequacy standards and
guidelines of the FSA applicable to the Group on such Quarterly
Financial Period End Date or Extraordinary Calculation Date, as the
case may be (which calculation shall be binding on the trustee and the
holders), and (ii) as of any Quarterly Financial Period End Date or
Extraordinary Calculation Date that falls on or after the CRD IV
Adoption Date, the sum, expressed in pounds sterling, of all amounts
that constitute common equity tier 1 capital of the Group as of such
date, less any deductions from common equity tier 1 capital required
to be made as of such date, in each case as calculated by Barclays
PLC on a consolidated basis in accordance with the capital adequacy
standards and guidelines of the FSA applicable to the Group on such
Quarterly Financial Period End Date or Extraordinary Calculation
Date, as the case may be (which calculation shall be binding on the
trustee and the holders). For the avoidance of doubt, the term "core
tier 1 capital" as used in this definition shall have the meaning
assigned to such term in the capital adequacy standards and
guidelines of the FSA (as supplemented by any published statement
or guidance given by the FSA from time to time, including, for the
avoidance of doubt, the guidance provided by the FSA on May 1,
2009 in its letter to the British Bankers' Association regarding the
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"Definition of Core Tier 1 Capital") and "common equity tier 1
capital" as used in this definition shall have the meaning assigned to
such term in CRD IV as interpreted and applied in accordance with
the capital adequacy standards and guidelines of the FSA from time to
time, but subject always to the transitional arrangements thereunder
as interpreted by the FSA pursuant to its press release of October 26,
2012 entitled "CRD IV transitional provisions on capital resources."
"CET1 Ratio" means, as of any Quarterly Financial Period End Date
or Extraordinary Calculation Date, as the case may be, the ratio of
CET1 Capital as of such date to the Risk Weighted Assets as of the
same date, expressed as a percentage.
"CRD IV" means the legislative package consisting of the Directive
and the Regulation of the European Parliament and of the Council on
prudential requirements for credit institutions and investment firms,
the first drafts of which were published by the European Commission
on July 20, 2011.
"CRD IV Adoption Date" means the date on which the Regulation
that forms part of CRD IV is deemed to take effect in the United
Kingdom according to the terms of such Regulation.
"Extraordinary Calculation Date" means any business day (other than
a Quarterly Financial Period End Date) on which the CET1 Ratio is
calculated upon the instruction of the FSA.
"Ordinary Reporting Date" means each business day on which
Quarterly Financial Information is published by Barclays PLC.
"Quarterly Financial Information" means the financial information of
the Group in respect of a fiscal quarter that is contained in the
principal financial report for such fiscal quarter published by Barclays
PLC. As of the date of this prospectus supplement, the principal
financial reports published by Barclays PLC with respect to each
fiscal quarter are: (i) the Q1 Interim Management Statement in
respect of the first fiscal quarter, (ii) the Interim Results
Announcement in respect of the first half of the year (including the
second fiscal quarter), (iii) the Q3 Interim Management Statement in
respect of the first nine months of the year (including the third fiscal
quarter) and (iv) the Results Announcement in respect of the full year
(including the fourth fiscal quarter).
"Quarterly Financial Period End Date" means the last day of each
fiscal quarter.
"Risk Weighted Assets" means, as of any Quarterly Financial Period
End Date or Extraordinary Calculation Date, as the case may be, the
aggregate amount, expressed in pounds sterling, of the risk weighted
assets of the Group as of such date, as calculated by Barclays PLC on
a consolidated basis in accordance with the capital adequacy
standards and guidelines of the FSA applicable to the Group on such
date (which calculation shall be binding on the trustee and the
holders). For the avoidance of doubt, the term "risk weighted assets"
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