Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
January 07 2013 - 1:36PM
Edgar (US Regulatory)
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January 2013
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Preliminary Terms No. 80
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Registration Statement No.
333-169119
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Dated January 7, 2013
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Filed pursuant to Rule 433
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INTEREST RATE
STRUCTURED INVESTMENTS
Fixed Rate Step-Up Callable
Notes due January 28, 2028
Subject to
early redemption and as further described below, interest will accrue and be
payable on the Notes semi-annually, in arrears, at the rates described below
under Interest Rate. All payments on the Notes, including the repayment of
principal, are subject to the creditworthiness of Barclays Bank PLC. The Notes
are not,either directly or indirectly, an obligation of any third party, and
any payment to be made on the Notes, including the repayment of principal at
maturity, depends on the ability of Barclays Bank PLC to satisfy its
obligations as they come due.
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SUMMARY TERMS
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Issuer:
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Barclays
Bank PLC
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Principal Amount:
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$
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Issue Price:
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Variable
Price Re-Offer
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Original Trade Date:
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[
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Original Issue Date:
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January
28, 2013
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Maturity Date:
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January
28, 2028, subject to Redemption at the Option of the Company (as set forth
below).
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Interest Rate Type:
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Fixed
Rate
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Day Count Convention:
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30/360
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Interest Rate:
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For each Interest Period
commencing on or after the Original Issue Date, to but excluding January 28,
2019, the interest rate per annum will be equal to: 3.00%
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For each Interest Period
commencing on or after January 28, 2019, to but excluding January 28, 2022,
the interest rate per annum will be equal to: 4.00%.
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For each Interest Period
commencing on or after January 28, 2022, to but excluding January 28, 2025,
the interest rate per annum will be equal to: 5.00%.
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For each Interest Period
commencing on or after January 28, 2025, to but excluding the Maturity Date,
the interest rate per annum will be equal to: 6.00%.
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Business Day:
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New
York; London.
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Business Day Convention:
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Following,
Unadjusted
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Interest Payment Dates:
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o
Monthly,
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o
Quarterly,
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x
Semi-Annually,
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o
Annually,
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payable in arrears on the 28
th
day of
each January and July, commencing on July 28, 2013 and ending on the Maturity
Date or the Early Redemption Date, if applicable.
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Redemption at the
Option of the Company:
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We may redeem your Notes, in
whole or in part, at the Redemption Price set forth below, on any Interest
Payment Date beginning on January 28, 2014, provided we give at least five
business days prior written notice to the trustee. If we exercise our
redemption option, the Interest Payment Date on which we so exercise will be
referred to as the Early Redemption Date.
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Redemption Price:
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If we exercise our redemption
option, you will receive on the Early Redemption Date 100% of the principal
amount of the Notes, together with any accrued and unpaid interest to but
excluding the Early Redemption Date (subject to the creditworthiness of the
Issuer).
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Settlement:
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DTC; Book-entry; Transferable.
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Denominations:
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Minimum denominations of US$1,000 and integral
multiples of US$1,000 thereafter.
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CUSIP:
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06741TMN4
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ISIN:
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US06741TMN45
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Listing:
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We
do not intend to list the Notes on any U.S. securities exchange or quotation
system.
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Calculation Agent:
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Barclays
Bank PLC
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Barclays Capital Inc. has agreed to purchase the Notes from us at 100% of
the principal amount minus a commission equal to $
22.50
per $1,000 principal amount, or 2.25%, resulting in aggregate proceeds to
Barclays Bank PLC of $[ ]. Barclays Capital Inc. proposes to offer the Notes
from time to time for sale in negotiated transactions, or otherwise, at varying
prices to be determined at the time of each sale. Barclays Capital Inc. may
also use all or a portion of its commissions on the Notes to pay selling
concessions or fees to other dealers.
Y
OU SHOULD READ THIS DOCUMENT TOGETHER WITH THE
RELATED PROSPECTUS SUPPLEMENT AND PROSPECTUS, EACH OF WHICH CAN BE ACCESSED VIA
THE HYPERLINKS BELOW BEFORE YOU MAKE AN INVESTMENT DECISION.
Prospectus
dated August 31, 2010
Prospectus
Supplement dated May 27, 2011
Barclays
Bank PLC has filed a registration statement (including a prospectus) with the
U.S. Securities and Exchange Commission (SEC) for the offering to which these
preliminary terms relate. Before you invest, you should read the prospectus
dated August 31, 2010, the prospectus supplement dated May 27, 2011 and other
documents Barclays Bank PLC has filed with the SEC for more complete
information about Barclays Bank PLC and this offering. Buyers should rely upon
the prospectus, prospectus supplement, index supplement and any relevant free
writing prospectus or pricing supplement for complete details. You may get
these documents and other documents Barclays Bank PLC has filed for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Barclays Bank
PLC or any agent or dealer participating in this offering will arrange to send
you the prospectus, prospectus supplement, index supplement, preliminary
pricing supplement, if any, and final pricing supplement (when completed) and
these preliminary terms if you request it by calling your Barclays Bank PLC
sales representative, such dealer or 1-888-227-2275 (Extension 2-3430). A copy
of each of these documents may be obtained from Barclays Capital Inc., 745
Seventh AvenueAttn: US InvSol Support, New York, NY 10019.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
the Notes or determined that these preliminary terms are truthful or complete.
Any representation to the contrary is a criminal offense.
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Fixed Rate Step-Up Callable Notes due
January 28, 2028
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Additional Terms of the Notes
You should read these preliminary
terms together with the prospectus dated August 31, 2010, as supplemented by
the prospectus supplement dated May 27, 2011 relating to our Global Medium-Term
Notes, Series A, of which these Notes are a part. These preliminary terms,
together with the documents listed below, contain the terms of the Notes and
supersede all prior or contemporaneous oral statements as well as any other written
materials including preliminary or indicative pricing terms, correspondence,
trade ideas, structures for implementation, sample structures, brochures or
other educational materials of ours. You should carefully consider, among other
things, the matters set forth in Risk Factors in the prospectus supplement
and the index supplement as the Notes involve risks not associated with
conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisors before you invest in the Notes.
You may access these documents on
the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
Our SEC file number is 333-169119.
As used in these preliminary terms, the Company, we, us, or our refers
to Barclays Bank PLC.
The Notes constitute Barclays Bank PLCs direct, unconditional,
unsecured and unsubordinated obligations, are not deposit liabilities 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.
During the
term of these Notes, interest will accrue and be payable on the notes
semi-annually, in arrears, at a rate of (i) Years 1 to 6: 3.00% per annum (ii)
Years 7 to 9: 4.00% per annum, and (iii) Years 10 to 12: 5.00% per annum, and
(iv) Year 13 to 15: 6.00% per annum. All payments on the Notes are subject to
the creditworthiness of Barclays Bank PLC.
Risk Factors
An
investment in the Notes involves significant risks. You should read the risks
summarized below in connection with, and the risks summarized below are
qualified by reference to, the risks described in more detail in the Risk
Factors section beginning on page S-6 of the prospectus supplement. We urge
you to consult your investment, legal, tax, accounting and other advisors and
to invest in the Notes only after you and your advisors have carefully
considered the suitability of an investment in the Notes in light of your
particular circumstances.
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Early Redemption
Risk
We may
redeem the Notes, in whole or in part, on any Interest Payment Date beginning
on January 28, 2014. It is more likely that we will redeem the Notes prior to
their stated maturity date to the extent that the interest payable on the
Notes is greater than the interest that would be payable on other instruments
issued by us of comparable maturity, terms and credit rating trading in the
market. If the Notes are redeemed, in whole or in part, prior to their stated
maturity date, you will receive no
further interest payments on the Notes redeemed and may not be able to
re-invest the Notes or may have to re-invest the proceeds in a lower rate
environment.
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Issuer Credit Risk
The Notes are our unsecured debt obligations, and
are not, either directly or indirectly, an obligation of any third party. Any
payment to be made on the Notes, including any payment at maturity, on an
interest payment date, or in the event of early redemption depends on the
ability of Barclays Bank PLC to satisfy its obligations as they come due. As
a result, the actual and perceived creditworthiness of Barclays Bank PLC may
affect the market value of the Notes and, in the event we were to default on
our obligations, you may not receive your principal amount or any other
amounts owed to you under the terms of the Notes.
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Fixed Rate Step-Up Callable Notes due
January 28, 2028
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Certain Built-In
Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity
Although you will not
receive less than the principal amount of the Notes if you hold the Notes to
maturity (subject to Issuer credit risk), the Original Issue Price of the
Notes includes the agents commission and the cost of hedging our obligations
under the Notes through one or more of our affiliates. As a result, assuming
no change in market conditions or any other relevant factor, the price, if
any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC
will be willing to purchase Notes from you in secondary market transactions
may be lower than the Original Issue Price, and any sale prior to the
Maturity Date could result in a substantial loss to you.
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Potential Conflicts
We and our affiliates play a variety of roles in
connection with the issuance of the Notes, including hedging our obligations
under the Notes. In performing these duties, the economic interests of our
affiliates of ours are potentially adverse to your interests as an investor
in the Notes.
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We
and our affiliates play a variety of roles in connection with the issuance of
the Notes, including hedging our obligations under the Notes. In performing
these duties, the economic interests of our affiliates of ours are
potentially adverse to your interests as an investor in the Notes.
In
addition, the Wealth and Investment Management division of Barclays may offer
the Notes to its clients and be compensated for doing so. The Wealth and
Investment Management division of Barclays, functioning in the United States
through Barclays Capital Inc., will be acting as agent for Barclays Bank PLC
in connection with the distribution of the Notes to you and, as such, its
role may create a potential conflict of interest. The Wealth and Investment
Management division of Barclays is not acting as your agent or investment
adviser, and is not representing you in any capacity with respect to any
purchase of the Structured Investments by you. If you are considering whether
to invest in the Notes through the Wealth and Investment Management division
of Barclays, Barclays Bank PLC strongly urges you to seek independent
financial and investment advice to assess the merits of such investment.
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Lack of Liquidity
The Notes will not be listed on any securities
exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC
intend to make a secondary market for the Notes but are not required to do
so, and may discontinue any such secondary market making at any time, without
notice. Barclays Capital Inc. may at any time hold unsold inventory, which
may inhibit the development of a secondary market for the Notes. Even if
there is a secondary market, it may not provide enough liquidity to allow you
to trade or sell the Notes easily. Because other dealers are not likely to
make a secondary market for the Notes, the price at which you may be able to
trade your Notes is likely to depend on the price, if any, at which Barclays
Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the
Notes. The Notes are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your Notes to maturity.
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Many Economic and
Market Factors Will Impact the Value of the Notes
The value of the Notes
will be affected by a number of economic and market factors that may either
offset or magnify each other, including
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the time to maturity of the
Notes;
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interest and yield rates in the
market generally;
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a variety of economic, financial,
political, regulatory or judicial events; and
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our creditworthiness, including
actual or anticipated downgrades in our credit ratings.
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United States Federal Income Tax Treatment
The following discussion supplements the discussion in
the prospectus supplement under the heading Certain U.S. Federal Income Tax
Considerations and supersedes it to the extent inconsistent therewith. The
following discussion (in conjunction with the discussion in the prospectus
supplement) summarizes certain of the material U.S. federal income tax
consequences of the purchase, beneficial ownership, and disposition of the
Notes.
We intend to treat the Notes as indebtedness for U.S.
federal income tax purposes and any reports to the Internal Revenue Service
(the IRS) and U.S. holders will be consistent with such treatment, and each
holder will agree to treat the Notes as indebtedness for U.S. federal income
tax purposes. The discussion that follows is based on this approach.
We intend
to take the position that we are deemed to exercise the call option prior to
the first interest rate step-up (solely for purposes of determining whether the
Notes are issued with original issue discount for federal income tax
purposes) and, if we do not exercise the call option at such time, the Notes
will be deemed to be reissued (solely for purposes of the original issue
discount rules) at
such time and immediately before each subsequent interest rate step-up for
their adjusted issue price. Accordingly, we intend to take the position that
the Notes will not be issued with original issue discount for federal income
tax purposes and that
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Fixed Rate Step-Up Callable Notes due
January 28, 2028
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interest on the Notes will be taxable to a U.S. holder as
ordinary interest income at the time it accrues or is received in accordance
with the U.S. holders normal method of accounting for tax purposes. See
Certain
U.S. Federal Income Tax
Considerations
U.S. Federal Income Tax Treatment of the Notes as
Indebtedness for U.S. Federal Income Tax Purposes
Notes Subject to Call or
Put Options in the prospectus supplement.
Information Reporting
Holders
that are individuals (and, to the extent provided in future regulations,
entities) may be required to disclose information about their Notes on IRS Form
8938Statement of Specified Foreign Financial Assets if the aggregate value
of their Notes and their other specified foreign financial assets exceeds
$50,000. Significant penalties can apply if a holder fails to disclose its
specified foreign financial assets. We urge you to consult your tax advisor
with respect to this and other reporting obligations with respect to your
Notes.
Non-U.S. Holders
Barclays
currently does not withhold on interest payments to non-U.S. holders in respect
of instruments such as the Notes. However, if Barclays determines that there is
a material risk that it will be required to withhold on any such payments,
Barclays may withhold on such payments at a 30% rate, unless non-U.S. holders
have provided to Barclays an appropriate and valid Internal Revenue Service
Form W-8. In addition, non-U.S. holders will be subject to the general rules
regarding information reporting and backup withholding as described under the heading
Certain U.S. Federal Income Tax ConsiderationsInformation Reporting and
Backup Withholding in the accompanying prospectus supplement.
Certain Employee Retirement Income Security Act
Considerations
Your
purchase of a Note in an Individual Retirement Account (an IRA), will be
deemed to be a representation and warranty by you, as a fiduciary of the IRA
and also on behalf of the IRA, that (i) neither the issuer, the placement agent
nor any of their respective affiliates has or exercises any discretionary
authority or control or acts in a fiduciary capacity with respect to the IRA
assets used to purchase the Note or renders investment advice (within the
meaning of Section 3(21)(A)(ii) of the Employee Retirement Income Security Act
(ERISA)) with respect to any such IRA assets and (ii) in connection with the
purchase of the Note, the IRA will pay no more than adequate consideration
(within the meaning of Section 408(b)(17) of ERISA) and in connection with any
redemption of the Note pursuant to its terms will receive at least adequate
consideration, and, in making the foregoing representations and warranties, you
have (x) applied sound business principles in determining whether fair market
value will be paid, and (y) made such determination acting in good faith.
For
additional ERISA considerations, see Employee Retirement Income Security Act
in the prospectus supplement.
Supplemental Plan of Distribution
We
will agree to sell to Barclays Capital Inc. (the Agent), and the Agent will
agree to purchase from us, the principal amount of the Notes, and at the price,
specified on the cover of the related pricing supplement, the document that
will be filed pursuant to Rule 424(b) containing the final pricing terms of the
Notes. The Agent has agreed to purchase the Notes from us at 100% of the
principal amount minus a commission equal to $22.50 per $1,000 principal
amount, or 2.25%, resulting in aggregate proceeds to Barclays Bank PLC of
$[ ]. Barclays Capital Inc. proposes to offer the Notes from
time to time for sale in negotiated transactions, or otherwise, at varying
prices to be determined at the time of each sale. Barclays Capital Inc. may
also use all or a portion of its commissions on the Notes to pay selling
concessions or fees to other dealers including Morgan Stanley Smith Barney LLC.
Delivery of the Notes may be made against payment for the Notes more
than three business days following the pricing date for those Notes (that is,
the Notes may have a settlement cycle that is longer than T+3). For considerations
relating to an offering of Notes with a settlement cycle longer than T+3, see
Plan of Distribution in the prospectus supplement.