DANISH SECURITIES ANNEX BASE PROSPECTUS SUPPLEMENT
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
This supplement (the “Supplement”) to the Base Prospectus dated 5 August 2009 (the “Base
Prospectus”) (which comprises a base prospectus), constitutes a supplementary prospectus for
the purposes of Section 87G of the Financial Services and Markets Act 2000 (the “FSMA”). Terms
defined in the Base Prospectus have the same meaning when used in this Supplement.
This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus
and the supplements dated 24 September 2009, 4 November 2009, 5 November 2009 and 16
November 2009 and with any other future supplements to the Base Prospectus issued by Barclays
Bank PLC or Barclays Capital (Cayman) Limited or any Accession Issuer (together, the “Issuers”).
The Issuers accept responsibility for the information contained in this Supplement. To the best of
the knowledge of each Issuer (which has taken all reasonable care to ensure that such is the case)
the information contained in this Supplement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
By virtue of this Supplement, the provisions of the Danish Securities Annex (the “DANISH
SECURITIES ANNEX”) set out at the schedule to this Supplement shall be deemed to be
incorporated in and form part of the Base Prospectus as a new Annex to the Base Prospectus. The
DANISH SECURITIES ANNEX shall be deemed to be inserted in the Base Prospectus as a new
Annex at page 406 thereof, immediately following the section entitled “INFLATION LINKED
ANNEX” and immediately prior to the section entitled “FINNISH SECURITIES ANNEX” and the
provisions of the Base Prospectus shall be interpreted accordingly.
To the extent that there is any inconsistency between (a) any statement in this Supplement or any
statement incorporated by reference into the Base Prospectus by this Supplement and (b) any
other statement in or incorporated by reference in the Base Prospectus, the statements in (a)
above will prevail.
Save as disclosed in this Supplement or any document incorporated by reference into the Base
Prospectus by this Supplement, there has been no other significant new factor, material mistake or
inaccuracy relating to information included in the Base Prospectus (as supplemented at the date
hereof ) since the publication of the Base Prospectus.
An investor should be aware of its rights arising pursuant to Section 87Q(4) of the FSMA.
Arranger
Barclays Capital
The date of this Supplement is 16 November 2009
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Schedule
DANISH SECURITIES ANNEX
Table of Contents
PART A – DESCRIPTION
1.
Brief Description of Danish Securities
PART B – ADDITIONAL TERMS AND CONDITIONS DANISH SECURITIES
1.
Form, Title and Transfer
2.
Denomination and Number
3.
Title
4.
Transfers
5.
Early Redemption at the Option of Security Holders
6.
Physical Settlement
7.
Payments
8.
Responsibility
9.
Prescription
10.
Replacements
11.
Notice
12.
Governing Law
PART C – DEFINITIONS APPLICABLE TO DANISH SECURITIES
1.
Definitions
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Part A - DESCRIPTION
1.
Brief Description of Danish Securities
Danish Securities shall be issued as VP Notes. VP Notes will be issued in uncertificated and
dematerialised book entry form in accordance with the Consolidated Act No. 360 of 6 May
2009 on Trading in Securities of the Kingdom of Denmark (the Securities Trading Act), as
amended from time to time, and Executive Order No. 369 of 16 May 2009 on, inter alia, the
registration of fund assets in a securities centre (in Danish: “Bekendtgørelse om
registrering m.v. af fondsaktiver i en værdipapircentral”) (Danish VP Registration Order).
No VP Note will be issued in global or definitive form. The holder of a VP Note will be the
person evidenced as such by a book entry in the book entry system registered and
maintained by the Danish securities centre VP Securities A/S (VP). Where a nominee is so
evidenced, it shall be treated as the holder of the relevant VP Note.
The VP Notes will not be evidenced by any physical note or document other than
statements made by the VP or by an account controller (in Danish: “kontoførende institut”)
in accordance with Section 76 of the Securities Trading Act. Ownership of the VP Notes
will only be recorded and transfers effected only through the book entry system and
register maintained by the VP. VP Notes of one specified denomination may not be
exchanged for VP Notes in another specified denomination or calculation amount as
applicable.
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Part B - ADDITIONAL TERMS AND CONDITIONS FOR DANISH SECURITIES
The terms and conditions applicable to Danish Securities shall compromise the Base
Conditions and the additional terms and conditions set out below (the “VP Notes
Conditions”), in each case subject to completion and/or amendment in the applicable Final
Terms. In the event of any inconsistency between the Base Conditions and the VP Notes
Conditions set out below, the VP Notes Conditions shall prevail. This Annex is a Clearing
Annex and a Relevant Annex for the purposes of the Base Conditions and the Securities if
specified as such in the applicable Final Terms. Capitalised terms used herein but not
otherwise shall have the meanings given to them in the Base Conditions or the applicable
Final Terms.
VP Notes will only be issued by the Bank. BCCL will not issue VP Notes and references in the
Conditions of the VP Notes to the Issuer shall refer only to the Bank.
1.
Amendment to Condition 1.1 of the Base Conditions
Condition 1.1 of the Base Conditions (Form, Title and Transfer – Form of Securities) shall be
amended by addition of the following paragraph at the end of such Base Condition:
“Notwithstanding the above the Issuer may issue securities cleared through
the Danish securities centre VP Securities A/S (VP Notes and the VP
respectively) which are in uncertificated book entry form in ac-accordance
with Consolidated Act No. 360 of 6 May 2009 on Trading in Securities of the
Kingdom of Denmark (the Securities Trading Act), as amended from time to
time, and Executive Order No. 369 of 16 May 2009 on, inter alia, the
registration of fund assets in a securities centre (in Danish: “Bekendtgørelse
om registrering m.v. af fondsaktiver i en værdipapircentral”) (Danish VP
Registration Order). References in the Conditions to Coupons or Global
Securities shall not apply to VP Notes.”
2.
Amendment to Condition 1.2 of the Base Conditions
Condition 1.2 of the Base Conditions (Denomination and Number) shall be amended by
addition of the following paragraph at the end of such Base Condition:
“VP Notes of one specified denomination may not be exchanged for VP Notes
in another specified denomination”.
3.
Amendment to Condition 1.3 of the Base Conditions
The first line of the second paragraph of Condition 1.3(a) of the Base Conditions (Title General) shall be amended by deleting the word “except” and replacing it with the
following words:
“except for VP Notes or”
The following paragraph at the end of Condition 1.3(a) of the Base Conditions (Title General):
“The holder of a VP Note will be the person evidenced as such by a book entry
in the book entry system and register maintained by VP. Ownership of the VP
Notes will be transferred by registration in the register between the direct or
nominee accountholders at VP in accordance with the Securities Trading Act
and the VP Registration Order and the rules and procedures of the VP from
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time to time. Where a nominee is so evidenced, it shall be treated by the Issuer
as the holder of the relevant VP Note”.
4.
Amendment to Condition 1.4 of the Base Conditions
The following Condition 1.4(i) of the Base Conditions shall be added after Condition 1.4(h)
of the Base Conditions (Transfers – Minimum Settlement Amount)
“VP Notes will be transferable only in accordance with the Securities Trading
Act, the VP Registration Order and the procedures applicable to and/or issued
by VP from time to time”.
5.
Amendment to Condition 5.2 of the Base Conditions
The following paragraph shall be added at the end of Condition 5.2 of the Base Conditions
(Redemption of Securities that are Notes or Certificates – Early Redemption at the Option of
Security Holders):
“Notwithstanding anything to the contrary in the Conditions, if securities are
VP Notes, a Put Notice will not be effective against the Issuer before the date
on which the relevant VP Notes have been transferred to the account
designated by the relevant Issuing Agent and blocked for further transfer until
the Optional Redemption Date by the VP Issuing Agent. In the case of VP
Notes, the right to require redemption of such Notes in accordance with this
Condition 5.2 must be exercised in accordance with the rules and procedures
of the VP and if there is any inconsistency between the forgoing and the rules
and procedures of the VP, the rules and procedures of the VP shall prevail".
6.
Amendment to Condition 7 of the Base Conditions
The following sentence shall be added at the end of Condition 7.2 of the Base Conditions
(Settlement – Physical Settlement by Delivery of the Entitlement):
“In respect of VP Notes, the Entitlements may not necessarily be registered in
the VP.”
7.
Amendment to Condition 9 of the Base Conditions
The following paragraph shall be added at the end of Condition 9.8 of the Base Conditions
(Payments – Payment Subject to Laws):
“Payments of principal and interest in respect of VP Notes will be made to the
Noteholders on the fifth Danish Business Day (or such other day which may
become customary on the Danish bond market in respect of VP Notes, which
in respect of VP Notes denominated in Danish kroner is expected to be the
third Danish Business Day) prior to the Interest Payment Date or the Maturity
Date, as the case may be, all in accordance with the rules and procedures
applied and/or issued by VP from time to time. If the date for payment of any
amount in respect of VP Notes is not a Payment Day, the holder thereof shall
not be entitled to payment until the next following VP Payment Day and shall
not be entitled to further interest or other payment in respect of such delay.
For these purposes, unless otherwise specified in the applicable Final Terms,
VP Payment Day means any day which (subject to Condition 13) is a day on
which commercial banks are open for general business in Denmark. As used
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herein, Danish Business Day means a day on which commercial banks and
foreign exchange markets are open for business in Denmark.
At any time before the Issue Date, the Issuer may decide to (i) cancel the issue
or postpone the Issue Date and other dates if any circum-stances occur, which
in the Issuer’s opinion may have a significant impact on the issue and the
indicated terms and conditions; and (ii) cancel the issue and the indicated
terms and conditions; and (iii) cancel the issue if the subscribed amount is less
than the applicable minimum amount if any, specified in the Final Terms or if
the Issuer determines it likely that the subscribed amount should be less than
such amount.
In the event of late payment not due to an obstacle mentioned in the previous
or the following paragraph, penalty interest will be payable on the overdue
amount from the due date up to and including the case of VP Notes CIBOR
increased by one percentage point. No capitalization of interest will be made.
Where the Issuer or any Agent or the VP Issuing Agent, due to a legal
enactment (Danish or foreign), the intervention of a public authority (Danish
or foreign), an act of war, strike, blockade, boycott, lockout or any other
similar circumstance is prevented from effecting payment or to undertake
other measures such measures may be postponed until the time the
impediment has ceased, with no obligation to pay penalty interest. The
provisions of this paragraph shall apply to the extent that nothing to the
contrary follows from applicable provisions specified in the applicable Final
Terms, or from the Securities Trading Act.
“CIBOR” means the interest rate for the number of complete month(s) (or, if it
is more accurate, complete week(s)) contained in the period to which the
interest payment relates, as determined by DKK-CIBOR-DKNA13 meaning that
the rate for a Reset Date will be the rate for deposits in Danish Kroner for a
period of the Designated Maturity which appears on the Reuters Screen DKNA
13 Page as of 11:00 a.m., Copenhagen time, on that Reset Date. If such rate
does not appear on the Reuters Screen DKNA 13 Page, the rate for that Reset
Date will be determined as if the parties had specified “DKK-CIBOR-Reference
Bank” as the applicable Floating Rate Option; or if no applicable Screen Rate is
available, the DKK-CIBOR-Reference Banks meaning that the rate for a Reset
Date will be determined on the basis of the rates at which deposits in Danish
Kroner are offered by the Reference Banks (A) in the case of DKK-CIBORDKNA 13, at approximately 11:00 a.m., Copenhagen time, on that Reset Date,
or (B) in the case of DKK-CIBOR2-DKNA 13, at approximately 11:00 a.m.,
Copenhagen time, on the day that is two Copenhagen Banking Days preceding
that Reset Date to prime banks in the Copenhagen interbank market for a
period of the Designated Maturity commencing on that Reset Date and in a
Representative Amount. The Calculation Agent will request the principal
Copenhagen office of each of the Reference Banks to provide a quotation of its
rate. If at least two quotations are provided, the rate for that Reset Date will be
the arithmetic mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that Reset Date will be the arithmetic mean
of the rates quoted by major banks in Copenhagen, selected by the Calculation
Agent, at approximately 11:00 a.m., Copenhagen time on that Reset Date for
loans in Danish Kroner to leading European Banks for a period of the
Designated Maturity commencing on that Reset Date and in a Representative
Amount.
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A VP Issuing Agent will be appointed by the Issuer and identified in the
applicable Final Terms”.
8.
Amendment to Condition 11 of the Base Conditions
The following new Condition 11.4 of the Base Conditions shall be added after Condition
11.3 of the Base Conditions (Responsibility of the Issuer, the Guarantor and the Agents):
“In relation to VP Notes, the Issuer will, in accordance with the Securities
Trading Act, the VP Registration Order and the procedures applicable to
and/or issued by VP from time to time, appoint (i) VP as the central securities
depositary, and (ii) an issuing agent (the VP Issuing Agent). The VP Issuing
Agent will be specified in the relevant Final Terms.
The Issuer is entitled to vary or terminate the appointment of VP or the VP
Issuing Agent, provided that the Issuer will appoint another central securities
depositary or issuing agent, each of them to be duly authorised under the
Securities Trading Act, the VP Registration Order and the procedures
applicable to and/or issued by VP from time to time. The central securities
depository and the VP Issuing Agent act solely as agents of the Issuer and do
not assume any obligation to or relation-ship of agency or trust with, any
Noteholders”.
9.
Amendment to Condition 13 of the Base Conditions
The following paragraph shall be added at the end of Condition 13 of the Base Conditions
(Prescription):
“In the case of VP Notes, claims against the Issuer for the payment of principal
and interest payable in respect of the VP Notes shall in accordance with
Section 73 of the Securities Trading Act be void unless made within 10 years
(in the case of principal) and three years (in the case of interest) after the
Relevant Date therefore and thereafter any principal or interest in respect of
such VP Notes shall be forfeited and revert to the Issuer.”
10.
Amendment to Condition 14 of the Base Conditions
Condition 14 of the Base Conditions (Replacement of Securities) shall not apply in the case
of VP Notes.
11.
Amendment to Condition 16 of the Base Conditions
The following sub-paragraph (e) shall be added after Condition 16.1(d) of the Base
Conditions (Notices – To Securityholders):
“or (e) in case of VP Notes, all notices to holders of VP Notes will be valid if
mailed to their registered addresses appearing on the register of VP. Any such
notice shall be deemed to have been given on the fourth day after the day on
which it is mailed.”
12.
Amendment to Condition 18 of the Base Conditions
The following words shall be added at the end of the first sentence of Condition 18 of the
Base Conditions (Governing Law):
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“(except VP Notes that must comply with the relevant regulations of the VP
and the Consolidated Act No. 795 of 20 August 2009 on Trading in Securities
of the Kingdom of Denmark (Securities Trading Act), as amended from time to
time, and Executive Order No. 369 of 16 May 2009 on, inter alia, the
registration of fund assets in a securities centre (in Danish: “Bekendtgørelse
om registrering m.v. af fondsaktiver i en værdipapircentral”) (Danish VP
Registration Order))”.
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Part C – DEFINITIONS APPLICABLE TO DANISH SECURITIES
1.
Definitions
The following definitions set out in Condition 24 of the Base Conditions (Definitions) shall
be amended and restated as follows in relation to VP Notes:
“Relevant Clearing System” means, as appropriate, Euroclear, Clearstream,
DTC (except in respect of securities that are Warrants or Exercisable
Certificates), VP and/or such other clearing system specified in any applicable
Relevant Annex or in the applicable Final Terms as the case may be, through
which interests in Securities are to be held and/or through an account at
which the Securities are to be cleared.”
“Rules” means the Clearstream Rules, the Euroclear Rules, the VP Rules and/or
the terms and conditions and any procedures governing the use of such other
Relevant Clearing System as may be specified in the Final Terms relating to a
particular issue of securities.”
The following definitions shall be added to Condition 24 of the Base Conditions
(Definitions):
“VP” means VP Securities A/S, Weidekampsgade 14, P.O. Box 4040, 2300
Copenhagen S, Denmark.”
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