CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Offered
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Maximum Aggregate Offering Price
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Amount of Registration Fee
(1)
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Global Medium-Term Notes, Series A
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$17,453,840
(2)
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$2,380.70
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(1)
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Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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(2)
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Calculated on the basis of 1,745,384 units each having a $10 principal amount per unit.
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Pricing Supplement
(To the Prospectus dated
August 31, 2010, the Prospectus
Supplement dated May 27, 2011, and the Product
Supplement ETF STR-1 dated August 3, 2011)
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-169119
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The notes are being issued by Barclays Bank PLC (Barclays). There are important differences between the notes and
a conventional debt security, including different investment risks. See Risk Factors on page TS-5 and Additional Risk Factor on page TS-6 of this term sheet, and Risk Factors beginning on page S-9 of product
supplement ETF STR-1.
None of the Securities and Exchange Commission (the SEC), any state securities commission, or any other
regulatory body has approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Unit
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Total
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Public offering price
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$10.000
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$17,453,840
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Underwriting discount
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$0.125
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$218,173
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Proceeds, before expenses, to Barclays
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$9.875
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$17,235,667
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The notes:
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Merrill Lynch & Co.
February 21, 2013
1 ,745,384 Units
$10 principal amount per unit
CUSIP No. 06742A156
Pricing Date February 21 2013
Settlement Date February 28, 2013
Maturity Date March 10,
2014
Strategic Accelerated Redemption Securities® Linked to an International Equity Basket
¡
Automatically callable if the closing value of an International Equity Basket
comprised of the iShares® MSCI EAFE Index Fund and the iShares® MSCI Emerging Markets Index Fund (the Basket) on any Observation Date, occurring approximately six, nine and twelve months after the pricing date, is at or above the
Starting Value
¡
In the event of an automatic call, the amount payable
per unit will be:
¡
$10.342 if called on the first Observation Date
¡
$10.513 if called on the second Observation Date
¡
$10.684 if called on the final Observation Date
¡
If not called on the first or second Observation Dates, a maturity of
approximately one year and one week
¡
If not called, 1-to-1 downside
exposure to decreases in the Basket beyond a 5% decline, with up to 95% of your principal at risk
¡
All payments are subject to the credit risk of Barclays Bank PLC
¡
No periodic interest payments
¡
Limited secondary market liquidity, with no exchange listing
¡
The notes are senior unsecured debt securities and are not deposit liabilities
of Barclays Bank PLC. The notes 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.
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Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014
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Summary
The Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014 (the
notes) are our senior unsecured debt securities. The notes are not guaranteed or 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 or secured by collateral.
The notes will rank equally with all of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of Barclays.
The notes will be automatically called at the applicable Call Amount if the Observation Level of an International Equity Basket described below (the Basket) on any Observation Date is equal to or greater than the Starting Value. If your
notes are not called, you may lose a portion, which could be significant, of the principal amount of your notes.
The Basket is
comprised of the iShares
®
MSCI EAFE Index Fund and the iShares
®
MSCI Emerging Markets Index
Fund (each, a Basket Component, and together, the Basket Components). On the pricing date, each Basket Component will be given an initial weight of 50%.
The terms and risks of the notes are contained in this term sheet and the documents listed below (together, the Note Prospectus). The documents have been filed as part of a registration statement with
the SEC, which may, without cost, be accessed on the SEC website as indicated below or obtained from MLPF&S by calling 1-866-500-5408:
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§
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Product supplement ETF STR-1 dated August 3, 2011:
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http://www.sec.gov/Archives/edgar/data/312070/000119312511207962/d424b3.htm
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§
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Series A MTN prospectus supplement dated May 27, 2011:
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http://www.sec.gov/Archives/edgar/data/312070/000119312511152766/d424b3.htm
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Prospectus dated August 31, 2010:
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http://www.sec.gov/Archives/edgar/data/312070/000119312510201448/df3asr.htm
Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering. Any prior or contemporaneous oral
statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement ETF STR-1. Unless otherwise indicated
or unless the context requires otherwise, all references in this document to we, us, our, or similar references are to Barclays.
Terms of the Notes
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Issuer:
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Barclays Bank PLC (Barclays)
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Original Offering Price:
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$10.00 per unit
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Term:
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Approximately one year and one week
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Market Measure:
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An International Equity Basket comprised of the iShares
®
MSCI EAFE Index Fund (NYSE Arca symbol: EFA) and the iShares
®
MSCI Emerging
Markets Index Fund (NYSE Arca symbol: EEM).
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Starting Value:
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100
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Ending Value:
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The Observation Level on the final Observation Date.
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Observation Level:
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The value of the Market Measure on any Observation Date, calculated as described on page TS-7
below.
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Observation Dates:
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August 23, 2013, November 22, 2013, and March 3, 2014 (the final Observation Date).
The Observation Dates are subject to postponement in the event of Market Disruption Events, as
described on page S-25 of product supplement ETF STR-1.
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Call Level:
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100 (100% of the Starting Value).
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Call Amounts (per Unit) and Call Premiums:
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$10.342, representing a Call Premium of 3.42% of the Original Offering Price, if called on the first
Observation Date;
$10.513, representing a Call Premium of 5.13% of the Original
Offering Price, if called on the second Observation Date; and
$10.684, representing
a Call Premium of 6.84% of the Original Offering Price, if called on the final Observation Date.
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Call Settlement Dates:
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The fifth business day following the applicable Observation Date, subject to postponement as described on
page S-25 of product supplement ETF STR-1; provided however, that the Call Settlement Date related to the final Observation Date will be the maturity date.
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Threshold Value:
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95 (95% of the Starting Value).
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Joint Calculation Agents:
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Barclays and Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S)
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Fees Charged:
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The public offering price of the notes includes the underwriting discount of $0.125 per unit as listed on
the cover page and an additional charge of $0.05 per unit more fully described on page TS-13.
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Payments Determination
Automatic Call Provision:
Redemption Amount Determination:
If the notes are not called, you will receive on the maturity date the Redemption Amount per unit, determined as follows:
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Strategic Accelerated Redemption Securities
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TS-2
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Strategic Accelerated Redemption Securities
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Linked to an International Equity Basket, due March 10, 2014
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Investor Considerations
You may wish to consider an investment in the notes if:
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You anticipate that the Observation Level of the Basket on any of the Observation Dates will be equal to or greater than the Starting Value, and, in that case,
you accept an early exit from your investment.
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You accept that the investment return on the notes, if any, will be limited to the return represented by the applicable Call Premium even if the percentage
change in the level of the Basket is significantly greater than the applicable Call Premium.
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If the notes are not called, you accept that your investment will result in a loss, which could be significant, if the Ending Value is below the Threshold Value.
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You are willing to forgo the interest payments that are paid on traditional interest bearing debt securities.
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You are willing to forgo dividends or other benefits of owning the Basket Components or the securities held by the Basket Components.
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You are willing to accept a limited market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various
factors, including our actual and perceived creditworthiness, and the fees charged on the notes, as described on page TS-13.
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You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Call Amounts and the Redemption Amount.
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The notes may not be an appropriate investment for you if:
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You wish to make an investment that cannot be automatically called prior to maturity.
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You believe that the level of the Basket will decrease from the Starting Value to the Ending Value.
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You anticipate that the Observation Level will be less than the Call Level on each Observation Date.
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You seek an uncapped return on your investment.
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You seek 100% principal protection or preservation of capital.
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You seek interest payments or other current income on your investment.
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You want to receive dividends or other distributions paid on the Basket Components or the securities held by the Basket Components.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.
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We urge you to consult your investment, legal,
tax, accounting, and other advisors before you invest in the notes.
Hypothetical Payments
The following examples are for purposes of illustration only. They are based on
hypothetical
values and show
hypothetical
returns on the notes.
The
actual amount you receive and the resulting return will depend on the actual Observation Levels and the term of your investment.
The following examples do not take into account any tax consequences from investing in the notes. These examples are
based on:
1)
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the Starting Value of 100;
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2)
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the Threshold Value of 95;
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3)
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the Call Level of 100;
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4)
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the term of the notes from February 28, 2013 to March 10, 2014 if the notes are not called;
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5)
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the Call Premium of 3.42% of the Original Offering Price if the notes are called on the first Observation Date, 5.13% if called on the second Observation Date, and 6.84% if
called on the final Observation Date; and
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6)
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Observation Dates on August 23, 2013, November 22, 2013 and March 3, 2014.
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For recent
hypothetical
levels of the Market Measure, see The Basket section below. The Ending Value will not include any income generated by dividends paid on Basket Components or the securities
held by the Basket Components, which you would otherwise be entitled to receive if you invested in those securities directly. In addition, all payments on the notes are subject to issuer credit risk.
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Strategic Accelerated Redemption Securities
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TS-3
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Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014
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Notes Are Called on an Observation Date
The notes will be called at $10.00 plus the applicable Call Premium on one of the Observation Dates if the Observation Level is equal to or greater than the Call Level.
Example 1
The Observation Level on the first Observation Date is 110.00. Therefore, the notes will be called at $10.00 plus the Call Premium of
$0.342 = $10.342 per unit. After the notes are called, they will no longer remain outstanding and there will not be any further payments on the notes.
Example 2
The Observation Level on the first Observation Date is below the Call Level, but the Observation Level on the second Observation Date is
105.00. Therefore, the notes will be called at $10.00 plus the Call Premium of $0.513 = $10.513 per unit. After the notes are called, they will no longer remain outstanding and there will not be any further payments on the notes.
Example 3
The Observation Levels on the first and second Observation Dates are below the Call Level, but the Observation Level on the third and final
Observation Date is 105.00. Therefore, the notes will be called at $10.00 plus the Call Premium of $0.684 = $10.684 per unit.
Notes Are Not
Called on Any Observation Date
Example 4
The notes are not called on any Observation Date and the Ending Value is 97.00, which is
greater than the Threshold Value. Therefore, the Redemption Amount per unit will be $10.00.
Example 5
The notes are not called on any
Observation Date and the Ending Value is less than the Threshold Value. The Redemption Amount will be less, and possibly significantly less, than the Original Offering Price. For example, if the Ending Value is 80.00, the Redemption Amount per unit
will be:
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$10 +
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[
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$10 ×
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(
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80.00 95.00
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)
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]
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= $8.50
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100.00
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Summary of the Hypothetical Examples
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Notes Are Called on an Observation Date
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Notes Are Not Called on Any
Observation Date
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Example 1
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Example 2
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Example 3
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Example 4
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Example 5
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Starting Value
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100.00
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100.00
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100.00
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100.00
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100.00
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Call Level
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100.00
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100.00
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100.00
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100.00
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100.00
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Threshold Value
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95.00
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95.00
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95.00
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95.00
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95.00
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Observation Level on the First Observation Date
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110.00
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95.00
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95.00
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97.00
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80.00
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Observation Level on the Second Observation Date
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N/A
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105.00
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83.00
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85.00
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78.00
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Observation Level on the Final Observation Date
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N/A
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N/A
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105.00
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97.00
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80.00
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Return of the Basket
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10.00%
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5.00%
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5.00%
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-3.00%
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-20.00%
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Return of the Notes
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3.42%
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5.13%
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6.84%
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0.00%
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-15.00%
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Call Amount / Redemption Amount per Unit
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$10.342
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$10.513
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$10.684
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$10.000
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$8.500
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Strategic Accelerated Redemption Securities
®
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TS-4
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Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014
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Risk Factors
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more
detailed explanation of risks relating to the notes in the Risk Factors sections beginning on page S-9 of product supplement ETF STR-1 and page S-6 of the Series AMTN prospectus supplement identified above under Summary. We
also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
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§
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If the notes are not called, your investment may result in a loss; there is no guaranteed return of principal.
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Your yield may be less than the yield you could earn by owning a conventional debt security of comparable maturity.
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Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If
we become insolvent or are unable to pay our obligations, you may lose your entire investment.
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§
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Your investment return, if any, is limited to the return represented by the applicable Call Premium and may be less than a comparable investment directly in the
Basket Components, the stocks included in the Basket Components, or the stocks included in the Underlying Index for each Basket Component.
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You must rely on your own evaluation of the merits of an investment linked to the Basket.
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If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for the notes due to, among other things, the
inclusion of fees charged for developing, hedging and distributing the notes, as described on page TS-13 and various credit, market and economic factors that interrelate in complex and unpredictable ways.
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A trading market is not expected to develop for the notes. We, MLPF&S and our respective affiliates are not obligated to make a market for, or to repurchase,
the notes.
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Changes in the values of the Basket Components may offset each other.
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The sponsor of the Underlying Indices described below may adjust one or both of the Underlying Indices in a way that affects its level or their levels, and has
no obligation to consider your interests.
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In its and its affiliates roles as the sponsor and investment advisor for each Basket Component, BlackRock
®
Inc. may adjust the Basket Components in a way that could adversely affect the value of the notes and the amount payable on the notes, and these entities have no obligation
to consider your interests.
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§
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You will have no rights of a holder of the shares of the Basket Components or the securities held by the Basket Components, and you will not be entitled to
receive securities or dividends or other distributions on those securities.
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§
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While we, MLPF&S or our respective affiliates may from time to time own stocks held by the Basket Components or included in the Underlying Indices, except to
the extent that the stock of Barclays PLC (our parent company) is included in the MSCI EAFE Index, neither we, MLPF&S nor our respective affiliates control any company held by a Basket Component or included in an Underlying Index, and are not
responsible for any disclosure made by any other company.
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There are liquidity and management risks associated with the Basket Components.
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The performance of each Basket Component and the performance of the related Underlying Index may vary.
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Risks associated with each Underlying Index or the underlying assets of the Basket Components will affect the share prices of the Basket Components and hence,
the value of the notes.
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Your return on the notes and the value of the notes may be affected by exchange rate movements and factors affecting the international securities markets.
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Our business, hedging and trading activities, and those of MLPF&S and our respective affiliates (including trading in shares of the Basket Components or
securities held by the Basket Components) and any hedging and trading activities we, MLPF&S or our respective affiliates engage in for our clients accounts, may affect the market value and return of the notes and may create conflicts of
interest with you.
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§
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The payments on the notes will not be adjusted for all corporate events that could affect the Underlying Stock. See Description of the Notes
Anti-Dilution and Discontinuance Adjustments Anti-Dilution Adjustments beginning on page S-29 of product supplement ETF STR-1
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There may be potential conflicts of interest involving the calculation agent. We have the right to appoint and remove the calculation agent.
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The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See Material U.S. Federal Income Tax
Consequences below and U.S. Federal Income Tax Summary beginning on page S-38 of product supplement ETF STR-1.
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Strategic Accelerated Redemption Securities
®
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TS-5
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Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014
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Additional Risk Factor
Because the iShares
®
MSCI Emerging Markets Index Fund is a
Basket Component, an investment in the notes will involve risks that are associated with investments that are linked to the equity securities of issuers from emerging markets.
Many of the issuers included in the Underlying Index of the
iShares
®
MSCI Emerging Markets Index Fund are based in nations that are undergoing rapid institutional change, including the restructuring of economic, political,
financial, and legal systems. The regulatory and tax environments in these nations may be subject to change without review or appeal, and many emerging markets suffer from underdevelopment of their capital markets and their tax systems. In addition,
in some of these nations, issuers of the relevant securities face the threat of expropriation their assets, and/or nationalization of their businesses. It may be more difficult for an investor in these markets to monitor investments in these
companies, because these companies may be subject to fewer disclosure requirements than companies in developed markets, and economic and financial data about some of these countries may be unreliable.
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Strategic Accelerated Redemption Securities
®
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TS-6
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Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014
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The Basket
The Basket is designed to allow investors to participate in the percentage changes in the values of the Basket from the Starting Value to the Ending Value of the notes. The Basket Components are described in the
section The Basket Components below. Each Basket Component will be assigned an initial weight of 50.00% on the pricing date.
For more
information on the calculation of the value of the Basket, please see the section entitled Description of the Notes Basket Market Measures beginning on page S-33 of product supplement ETF STR-1.
As of the pricing date, for each Basket Component, the Initial Component Weight, the Closing Market Price, the Component Ratio, and the initial contribution to the
Basket value were as follows:
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Basket Component
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Bloomberg
Symbol
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Initial
Component
Weight
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Closing
Market
Price
(1)
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Component
Ratio
(2)
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Initial Basket
Value
Contribution
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iShares
®
MSCI EAFE Index Fund
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EFA
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50.00%
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57.66
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0.86715227
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50.00
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iShares
®
MSCI Emerging Markets Index Fund
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EEM
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50.00%
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43.09
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1.16036203
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50.00
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Starting Value
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100.00
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(1)
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These were the Closing Market Prices of the Basket Components on the pricing date. Each Basket Component has an initial Price Multiplier of 1.
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(2)
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Each Component Ratio equals the Initial Component Weight of the Basket Component (as a percentage) multiplied by 100, and then divided by the Closing Market
Price of that Basket Component on the pricing date and rounded to eight decimal places.
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The calculation agent will calculate the
Observation Level of the Basket on each scheduled Observation Date by summing the products of (a) the Closing Market Price, multiplied by its respective Price Multiplier, for each Basket Component on that scheduled Observation Date and
(b) the Component Ratio applicable to that Basket Component. If a Market Disruption Event occurs as to any Basket Component on any scheduled Observation Date, the Closing Market Price of that Basket Component will be determined as more fully
described beginning on page S-25 of product supplement ETF STR-1.
The Price Multiplier for each Basket Component will be set to 1 on the pricing date,
and is subject to adjustment for certain corporate events relating to that Basket Component. See the section entitled Description of the Notes Anti-Dilution and Discontinuance Adjustments Anti-Dilution Adjustments beginning
on page S-30 of product supplement ETF STR-1.
While actual historical information on the Basket did not exist before the pricing date, the
following graph sets forth the hypothetical historical monthly performance of the Basket in the period from January 2008 through January 2013, based upon actual month-end historical prices of each Basket Component, hypothetical Component Ratios
determined as of December 31, 2006, and a hypothetical Basket value of 100.00 as of that date. This hypothetical historical data on the Basket is not necessarily indicative of the future performance of the Basket or what the value of the notes
may be. Any historical upward or downward trend in the value of the Basket during any period set forth below is not an indication that the value of the Basket is more or less likely to increase or decrease at any time over the term of the notes.
|
|
|
Strategic Accelerated Redemption Securities
®
|
|
TS-7
|
|
|
|
|
|
Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014
|
|
|
|
|
The Basket Components
We have derived the following information from publicly available documents published by iShares, Inc. (iShares), a registered investment company. We have not independently verified the accuracy or
completeness of the following information. We are not affiliated with either Basket Component, and neither Basket Component will have any obligations with respect to the notes. This term sheet relates only to the notes and does not relate to the
shares of either Basket Component or securities included in either of the Underlying Indices described below. Neither we nor MLPF&S has or will participate in the preparation of the publicly available documents described below. Neither we nor
MLPF&S has made any due diligence inquiry with respect to either Basket Component in connection with the offering of the notes. There can be no assurance that all events occurring prior to the date of this term sheet, including events that would
affect the accuracy or completeness of the publicly available documents described below, that would affect the trading price of the shares of the Basket Components have been or will be publicly disclosed. Subsequent disclosure of any events or the
disclosure of or failure to disclose material future events concerning the Basket Components could affect the value of the shares of the Basket Components on each Observation Date and therefore could affect your return on the notes.
BlackRock Fund Advisers (BFA) serves as an investment adviser to iShares ETFs, including the Basket Components. As investment adviser, BFA provides an
investment strategy for iShares ETFs and manages the investment of the assets of iShares ETFs. BFA has discretion in a number of circumstances to make judgments and take actions in connection with the implementation of its investment strategy, and
any such judgments or actions may adversely affect the value of the ETF and, consequently, the value of your notes.
Information provided to or filed
with the SEC by iShares Trust (the Trust) pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located at the SECs facilities or through the SECs website by reference to SEC file number
333-92935 and 811-09729, respectively. Information provided to or filed with the SEC by iShares pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located at the SECs facilities or through the SECs
website by reference to SEC file number 033-97598 and 811-09102, respectively. We have not independently verified the accuracy or completeness of the information or reports filed by the Trust with the SEC. You are urged to refer to the SEC filings
made by the Trust and iShares and to other publicly available information (such as the annual reports of the Basket Components) to obtain an understanding of the business and financial prospects of the Basket Components. The selection of the Basket
Components is not a recommendation to buy or sell the shares of the Basket Components. None of us, MLPF&S, or any of our respective affiliates makes any representation to you as to the performance of the shares of the Basket Components.
The iShares
®
MSCI EAFE Index Fund
The iShares
®
MSCI EAFE Index Fund is
intended to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of its Underlying Index, the MSCI EAFE Index. The iShares
®
MSCI EAFE Index Fund generally invests at least 90% of its assets in the securities of its Underlying Index and in depositary receipts representing securities of its
Underlying Index. Shares of this Basket Component trade on NYSE Arca under the ticker symbol EFA.
We have derived all
information contained in this term sheet regarding the iShares
®
MSCI EAFE Index Fund, including, without limitation, its make-up, method of calculation and changes in its
components, from the Prospectus for the iShares
®
MSCI EAFE Index Fund, dated December 1, 2012, issued by the Trust. Such information reflects the policies of, and is
subject to change by, the Trust and BFA.
The MSCI EAFE Index.
The MSCI EAFE Index is intended to measure equity market performance in developed
market countries, excluding the U.S. and Canada. The MSCI EAFE Index is a free float-adjusted market capitalization equity index with a base date of December 31, 1969 and an initial value of 100. The MSCI EAFE Index is calculated daily in U.S.
dollars and published in real time every 60 seconds during market trading hours. The MSCI EAFE Index currently consists of companies from the following 22 developed countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece,
Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. As of February 21, 2013, the five largest country weights were the United Kingdom (21.98%),
Japan (20.32%), France (9.37%), Australia (9.23%), and Switzerland (9.14%), and the five largest sector weights were Financials (25.17%), Industrials (12.61%), Consumer Staples (11.90%), Consumer Discretionary (10.93%), and Healthcare (10.02%).
The MSCI EAFE Index is part of the MSCI Regional Equity Indices series and is an MSCI Global Investable Market Index, which is a family within the MSCI
International Equity Indices.
The iShares
®
MSCI Emerging Markets Index Fund
The
iShares
®
MSCI Emerging Markets Index Fund is intended to provide investment results that correspond generally to the price and yield performance, before fees and
expenses, of its Underlying Index, the MSCI Emerging Markets Index. The iShares
®
MSCI Emerging Markets Index Fund generally invests at least 90% of its assets in the
securities of its Underlying Index and in depositary receipts representing securities of its Underlying Index. Shares of this Basket Component trade on NYSE Arca under the ticker symbol EEM.
We have derived all information contained in this term sheet regarding the iShares
®
MSCI Emerging Markets Index Fund, including, without limitation, its make-up, method of calculation and changes in its components, from the Prospectus for the iShares
®
MSCI Emerging Markets Index Fund, dated January 1, 2012 issued by iShares. Such information reflects the policies of, and is subject to change by, iShares and BFA.
The MSCI Emerging Markets Index
. The MSCI Emerging Markets Index is intended to measure equity market performance in the global emerging
markets. The MSCI Emerging Markets Index is a free float-adjusted market capitalization index with a base date of December 31, 1987 and an initial value of 100. The MSCI Emerging Markets Index is calculated daily in U.S. dollars and published
in real time every 60 seconds during market trading hours. The MSCI Emerging Markets Index currently consists of the following 21 emerging market country indices: Brazil, Chile, China, Colombia, Czech, Egypt, Hungary, India, Indonesia, Malaysia,
Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, South Korea, Taiwan, Thailand, and Turkey. As of February 21, 2013, the five largest country weights were China (18.51%), South Korea (15.19%), Brazil (12.41%), Taiwan (10.83%),
and South Africa (7.21%), and the five largest sector weights were Financials (27.21%), Information Technology (14.17%), Energy (12.23%), Materials (11.12%), and Consumer Staples (8.88%).
The MSCI Emerging Markets Index is part of the MSCI Regional Equity Indices series and is an MSCI Global Investable Market Index, which is a family within the MSCI International Equity Indices.
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Strategic Accelerated Redemption Securities
®
|
|
TS-8
|
|
|
|
|
|
Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014
|
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|
General - MSCI Indices
MSCI provides global equity indices intended to measure equity performance in international markets and the MSCI International Equity Indices are designed to serve as global equity performance benchmarks. In
constructing these indices, MSCI applies its index construction and maintenance methodology across developed, emerging, and frontier markets.
MSCI
enhanced the methodology used in its MSCI International Equity Indices. The MSCI Standard and MSCI Small Cap Indices, along with the other MSCI equity indices based on them, transitioned to the global investable market indices methodology described
below. The transition was completed at the end of May 2008. The Enhanced MSCI Standard Indices are composed of the MSCI Large Cap and Mid Cap Indices. The MSCI Global Small Cap Index transitioned to the MSCI Small Cap Index resulting from the Global
Investable Market Indices methodology and contains no overlap with constituents of the transitioned MSCI Standard Indices. Together, the relevant MSCI Large Cap, Mid Cap, and Small Cap Indices will make up the MSCI investable market index for each
country, composite, sector, and style index that MSCI offers.
Constructing the MSCI Global Investable Market Indices.
MSCI undertakes an index
construction process, which involves:
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§
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defining the equity universe;
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§
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determining the market investable equity universe for each market;
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§
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determining market capitalization size segments for each market;
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§
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applying index continuity rules for the MSCI Standard Index;
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§
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creating style segments within each size segment within each market; and
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§
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classifying securities under the Global Industry Classification Standard (the GICS).
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Defining the Equity Universe.
The equity universe is defined by:
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§
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Identifying Eligible Equity Securities: the equity universe initially looks at securities listed in any of the countries in the MSCI Global Index Series, which
will be classified as either Developed Markets (DM) or Emerging Markets (EM). All listed equity securities, or listed securities that exhibit characteristics of equity securities, except mutual funds, ETFs, equity
derivatives, limited partnerships, and most investment trusts, are eligible for inclusion in the equity universe. Real Estate Investment Trusts (REITs) in some countries and certain income trusts in Canada are also eligible for
inclusion.
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§
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Classifying Eligible Securities into the Appropriate Country: each company and its securities (i.e., share classes) are classified in only one country.
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Determining the Market Investable Equity Universes.
A market investable equity universe for a market is derived by applying
investability screens to individual companies and securities in the equity universe that are classified in that market. A market is equivalent to a single country, except in DM Europe, where all DM countries in Europe are aggregated into a single
market for index construction purposes. Subsequently, individual DM Europe country indices within the MSCI Europe Index are derived from the constituents of the MSCI Europe Index under the global investable market indices methodology.
The investability screens used to determine the investable equity universe in each market are as follows:
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§
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Equity Universe Minimum Size Requirement:
this investability screen is applied at the company level. In order to be included in a market investable equity
universe, a company must have the required minimum full market capitalization.
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§
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Equity Universe Minimum Free Float-Adjusted Market Capitalization Requirement:
this investability screen is applied at the individual security level. To
be eligible for inclusion in a market investable equity universe, a security must have a free float-adjusted market capitalization equal to or higher than 50% of the equity universe minimum size requirement.
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§
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DM and EM Minimum Liquidity Requirement:
this investability screen is applied at the individual security level. To be eligible for inclusion in a market
investable equity universe, a security must have adequate liquidity. The twelve-month and three-month Annual Traded Value Ratio (ATVR), a measure that screens out extreme daily trading volumes and takes into account the free
float-adjusted market capitalization size of securities, together with the three-month frequency of trading are used to measure liquidity. In the calculation of the ATVR, the trading volumes in depository receipts associated with that security, such
as ADRs or GDRs, are also considered. A minimum liquidity level of 20% of three- and twelve-month ATVR and 90% of three-month frequency of trading over the last four consecutive quarters are required for inclusion of a security in a market
investable equity universe of a DM, and a minimum liquidity level of 15% of three- and twelve-month ATVR and 80% of three-month frequency of trading over the last four consecutive quarters are required for inclusion of a security in a market
investable equity universe of an EM.
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§
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Global Minimum Foreign Inclusion Factor Requirement:
this investability screen is applied at the individual security level. To be eligible for inclusion
in a market investable equity universe, a securitys Foreign Inclusion Factor (FIF) must reach a certain threshold. The FIF of a security is defined as the proportion of shares outstanding that is available for purchase in the
public equity markets by international investors. This proportion accounts for the available free float of and/or the foreign ownership limits applicable to a specific security (or company). In general, a security must have an FIF equal to or larger
than 0.15 to be eligible for inclusion in a market investable equity universe.
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§
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Minimum Length of Trading Requirement:
this investability screen is applied at the individual security level. For an initial public offering
(IPO) to be eligible for inclusion in a market investable equity universe, the new issue must have started trading at least four months before the implementation of the initial construction of the index or at least three months before
the implementation of a semiannual index review (as described below). This requirement is applicable to small new issues in all markets. Large IPOs are not subject to the minimum length of trading requirement and may be included in a market
investable equity universe and the Standard Index outside of a Quarterly or SemiAnnual Index Review.
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Strategic Accelerated Redemption Securities
®
|
|
TS-9
|
|
|
|
|
|
Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014
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Defining Market Capitalization Size Segments for Each Market.
Once a market investable equity universe is
defined, it is segmented into the following sizebased indices:
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Investable Market Index (Large + Mid + Small);
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Standard Index (Large + Mid);
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Creating the size segment
indices in each market involves the following steps:
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defining the market coverage target range for each size segment;
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§
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determining the global minimum size range for each size segment;
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§
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determining the market sizesegment cutoffs and associated segment number of companies;
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§
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assigning companies to the size segments; and
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§
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applying final sizesegment investability requirements.
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Index Continuity Rules for the Standard Indices.
In order to achieve index continuity, as well as to provide some basic level of diversification within a market index, and notwithstanding the effect of other
index construction rules described in this section, a minimum number of five constituents will be maintained for a DM Standard Index and a minimum number of three constituents will be maintained for an EM Standard Index.
Creating Style Indices within Each Size Segment.
All securities in the investable equity universe are classified into value or growth segments using the
MSCI Global Value and Growth methodology.
Classifying Securities under the Global Industry Classification Standard.
All securities in the global
investable equity universe are assigned to the industry that best describes their business activities. To this end, MSCI has designed, in conjunction with Standard & Poors, the GICS. Under the GICS, each company is assigned to one
subindustry according to its principal business activity. Therefore, a company can belong to only one industry grouping at each of the four levels of the GICS.
Index Maintenance
The MSCI global investable market indices are maintained with the objective of reflecting
the evolution of the underlying equity markets and segments on a timely basis, while seeking to achieve index continuity, continuous investability of constituents and replicability of the indices, and index stability, and low index turnover. In
particular, index maintenance involves:
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(i)
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SemiAnnual Index Reviews (SAIRs) in May and November of the Size Segment and Global Value and Growth Indices which include:
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§
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updating the indices on the basis of a fully refreshed equity universe;
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§
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taking buffer rules into consideration for migration of securities across size and style segments; and
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§
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updating FIFs and Number of Shares (NOS).
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(ii)
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Quarterly Index Reviews (QIRs) in February and August of the Size Segment Indices aimed at:
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§
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including significant new eligible securities (such as IPOs that were not eligible for earlier inclusion) in the index;
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§
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allowing for significant moves of companies within the Size Segment Indices, using wider buffers than in the SAIR; and
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§
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reflecting the impact of significant market events on FIFs and updating NOS.
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(iii)
|
Ongoing EventRelated Changes: changes of this type are generally implemented in the indices as they occur. Significantly large IPOs are included in the indices after the
close of the companys tenth day of trading.
|
Neither we nor any of our affiliates, including MLPF&S, accepts any responsibility
for the calculation, maintenance, or publication of, or for any error, omission, or disruption in, the MSCI EAFE Index, the MSCI Emerging Markets Index, or any successor to these indices. MSCI does not guarantee the accuracy or the completeness of
the MSCI EAFE Index, the MSCI Emerging Markets Index, or any data included in these indices. MSCI assumes no liability for any errors, omissions, or disruption in the calculation and dissemination of the MSCI EAFE Index or the MSCI Emerging Markets
Index. MSCI disclaims all responsibility for any errors or omissions in the calculation and dissemination of the MSCI EAFE Index, the MSCI Emerging Markets Index, or the manner in which these indices are applied in determining the amount payable on
the notes at maturity.
|
|
|
Strategic Accelerated Redemption Securities
®
|
|
TS-10
|
|
|
|
|
|
Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014
|
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|
|
Historical Data of the iShares
®
MSCI EAFE Index Fund
The following table sets forth
the high and low closing prices of the shares of the iShares
®
MSCI EAFE Index Fund for each calendar quarter since the first quarter of 2007. The closing prices listed
below were obtained from publicly available information at Bloomberg Financial Markets, rounded to two decimal places. The historical closing prices of shares of the
iShares
®
MSCI EAFE Index Fund should not be taken as an indication of future performance, and we cannot assure you that the price per share of the iShares
®
MSCI EAFE Index Fund will not decrease.
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High
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Low
|
2007
|
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First Quarter
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76.94
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70.95
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Second Quarter
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81.79
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76.47
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Third Quarter
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83.77
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|
73.70
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Fourth Quarter
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|
86.18
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|
78.24
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2008
|
|
First Quarter
|
|
78.35
|
|
68.31
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Second Quarter
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|
78.52
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|
68.10
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Third Quarter
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|
68.04
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53.08
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Fourth Quarter
|
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55.88
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|
35.71
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|
2009
|
|
First Quarter
|
|
45.44
|
|
31.69
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|
|
Second Quarter
|
|
49.04
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|
38.57
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|
Third Quarter
|
|
55.81
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|
43.91
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Fourth Quarter
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|
57.28
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|
52.66
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2010
|
|
First Quarter
|
|
57.96
|
|
50.45
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|
Second Quarter
|
|
58.03
|
|
46.29
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|
Third Quarter
|
|
55.42
|
|
47.09
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|
Fourth Quarter
|
|
59.46
|
|
54.25
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2011
|
|
First Quarter
|
|
61.91
|
|
55.31
|
|
|
Second Quarter
|
|
63.87
|
|
57.10
|
|
|
Third Quarter
|
|
60.80
|
|
46.66
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|
|
Fourth Quarter
|
|
55.57
|
|
46.45
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|
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|
2012
|
|
First Quarter
|
|
55.80
|
|
49.15
|
|
|
Second Quarter
|
|
55.51
|
|
46.55
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|
|
Third Quarter
|
|
55.15
|
|
47.62
|
|
|
Fourth Quarter
|
|
56.88
|
|
51.96
|
|
|
2013 First Quarter (through the pricing date)
|
|
59.41
|
|
56.90
|
|
|
|
Strategic Accelerated Redemption Securities
®
|
|
TS-11
|
|
|
|
|
|
Strategic Accelerated Redemption Securities
®
Linked to an International Equity Basket, due March 10, 2014
|
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|
|
Historical Data of the iShares
®
MSCI Emerging Markets Index Fund
The following
table sets forth the high and low closing prices of the shares of the iShares
®
MSCI Emerging Markets Index Fund for each calendar quarter since the first quarter of 2007.
The closing prices listed below were obtained from publicly available information at Bloomberg Financial Markets, rounded to two decimal places. The historical closing prices of shares of the iShares
®
MSCI Emerging Markets Index Fund should not be taken as an indication of future performance, and we cannot assure you that the price per share of the iShares
®
MSCI Emerging Markets Index Fund will not decrease.
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High
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Low
|
2007
|
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First Quarter
|
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|
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39.53
|
|
|
|
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35.03
|
|
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Second Quarter
|
|
|
|
44.42
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|
|
|
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39.13
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|
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Third Quarter
|
|
|
|
50.11
|
|
|
|
|
39.50
|
|
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Fourth Quarter
|
|
|
|
55.64
|
|
|
|
|
47.27
|
|
|
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|
2008
|
|
First Quarter
|
|
|
|
50.37
|
|
|
|
|
42.17
|
|
|
|
Second Quarter
|
|
|
|
51.70
|
|
|
|
|
44.43
|
|
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|
Third Quarter
|
|
|
|
44.43
|
|
|
|
|
31.33
|
|
|
|
Fourth Quarter
|
|
|
|
33.90
|
|
|
|
|
18.22
|
|
|
|
|
|
2009
|
|
First Quarter
|
|
|
|
27.09
|
|
|
|
|
19.94
|
|
|
|
Second Quarter
|
|
|
|
34.64
|
|
|
|
|
25.65
|
|
|
|
Third Quarter
|
|
|
|
39.29
|
|
|
|
|
30.75
|
|
|
|
Fourth Quarter
|
|
|
|
42.07
|
|
|
|
|
37.56
|
|
|
|
|
|
2010
|
|
First Quarter
|
|
|
|
43.22
|
|
|
|
|
36.83
|
|
|
|
Second Quarter
|
|
|
|
43.98
|
|
|
|
|
36.16
|
|
|
|
Third Quarter
|
|
|
|
44.77
|
|
|
|
|
37.59
|
|
|
|
Fourth Quarter
|
|
|
|
48.58
|
|
|
|
|
44.77
|
|
|
|
|
|
2011
|
|
First Quarter
|
|
|
|
48.69
|
|
|
|
|
44.63
|
|
|
|
Second Quarter
|
|
|
|
50.21
|
|
|
|
|
45.50
|
|
|
|
Third Quarter
|
|
|
|
48.46
|
|
|
|
|
34.95
|
|
|
|
Fourth Quarter
|
|
|
|
42.80
|
|
|
|
|
34.36
|
|
|
|
|
|
2012
|
|
First Quarter
|
|
|
|
44.76
|
|
|
|
|
38.23
|
|
|
|
Second Quarter
|
|
|
|
43.54
|
|
|
|
|
36.68
|
|
|
|
Third Quarter
|
|
|
|
42.37
|
|
|
|
|
37.42
|
|
|
|
Fourth Quarter
|
|
|
|
44.35
|
|
|
|
|
40.14
|
|
|
|
|
|
2013
|
|
First Quarter (through the pricing date)
|
|
|
|
45.20
|
|
|
|
|
43.09
|
|
Before investing in the notes, you should consult publicly available sources for the prices and trading pattern of the Basket
Components.
License Agreement
Blackrock and Barclays Bank PLC have entered into a non-exclusive license agreement under which Blackrock has licensed to Barclays Bank PLC and certain of its affiliates the right to use the iShares
®
mark in connection with each Basket Component. The license agreement provides that the following language must be set forth in this term sheet:
iShares
®
and BlackRock
®
are registered trademarks of BlackRock Inc. and its affiliates (BlackRock). BlackRock has licensed certain trademarks and trade names of BlackRock to Barclays
Bank PLC. The notes are not sponsored, endorsed, sold or promoted by BlackRock. BlackRock makes no representations or warranties to the owners of the notes or any member of the public regarding the advisability of investing in the notes. BlackRock
has no obligation or liability in connection with the operation, marketing, trading or sale of the notes.
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Strategic Accelerated Redemption Securities
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TS-12
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Strategic Accelerated Redemption Securities
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Linked to an International Equity Basket, due March 10, 2014
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Supplement to the Plan of Distribution
We will deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934,
trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than three business days prior to the
original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any
securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units.
If you place an order to
purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.
MLPF&S may repurchase and
resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices. MLPF&S may act as principal or agent in these market-making transactions; however it is not obligated to engage
in any such transactions.
The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing
investors with the description of the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for
information regarding Barclays or for any purpose other than that described in the immediately preceding sentence.
Role of MLPF&S
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the
cover of this term sheet, less the indicated underwriting discount. The public offering price includes, in addition to the underwriting discount, a charge of approximately $0.05 per unit, reflecting an estimated profit earned by MLPF&S from
transactions through which the notes are structured and resulting obligations hedged. Actual profits or losses from these hedging transactions may be more or less than this amount. In entering into the hedging arrangements for the notes, we seek
competitive terms and may enter into hedging transactions with MLPF&S or one of its subsidiaries or affiliates.
All charges related to the notes,
including the underwriting discount and the hedging related costs and charges, reduce the economic terms of the notes. For further information regarding these charges, our trading and hedging activities and conflicts of interest, see Risk
Factors General Risks Relating to the Notes beginning on page S-9 and Use of Proceeds on page S-23 of product supplement ETF STR-1.
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Strategic Accelerated Redemption Securities
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TS-13
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Strategic Accelerated Redemption Securities
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Linked to an International Equity Basket, due March 10, 2014
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Material U.S. Federal Income Tax Consequences
The material tax consequences of your investment in the notes are summarized below. The discussion below supplements the discussions under U.S. Federal Income
Tax Summary, beginning on page S-38 of product supplement ETF STR-1, and Certain U.S. Federal Income Tax Considerations, beginning on page S-132 of the Series A MTN prospectus supplement. Except as noted under Non-U.S.
Holders below, this section applies to you only if you are a U.S. holder (as defined in product supplement ETF STR-1) and you hold your notes as capital assets for tax purposes and does not apply to you if you are a member of a class of
holders subject to special rules or are otherwise excluded from the discussion in product supplement ETF STR-1 (for example, if you did not purchase your notes in the initial issuance of the notes).
In the opinion of our special tax counsel, Sullivan & Cromwell LLP, it would be reasonable to treat your notes in the manner described below. This opinion
assumes that the description of the terms of the notes in this term sheet is materially correct.
The U.S. federal income tax consequences of your
investment in the notes are uncertain and the Internal Revenue Service could assert that the notes should be taxed in a manner that is different than described below. Pursuant to the terms of the notes, Barclays Bank PLC and you agree, in the
absence of a change in law or an administrative or judicial ruling to the contrary, to characterize your notes as a pre-paid cash-settled executory contract with respect to the Basket. Subject to the discussion of Section 1260 below, if your
notes are so treated, you should generally recognize capital gain or loss upon the sale, redemption or maturity of your notes in an amount equal to the difference between the amount you receive at such time and the amount you paid for your notes.
Such gain or loss should generally be long-term capital gain or loss if you have held your notes for more than one year, and otherwise should generally be short-term capital gain or loss. Short-term capital gains are generally subject to tax at the
marginal tax rates applicable to ordinary income.
Although not entirely clear, it is possible that the purchase and ownership of the notes could be
treated as a constructive ownership transaction with respect to the Basket that is subject to the rules of Section 1260 of the Internal Revenue Code. Because the notes have a return profile that differs substantially from the return
profile of the Basket, we believe that Section 1260 should not apply to your notes. If your notes were subject to the constructive ownership rules, however, any long-term capital gain that you realize upon the sale, redemption or maturity of
your notes would be recharacterized as ordinary income (and you would be subject to an interest charge on deferred tax liability with respect to such ordinary income) to the extent that such long-term capital gain exceeds the amount of long-term
capital gain that you would have realized had you purchased the actual number of shares of the Basket referenced by your notes on the date that you purchased your notes and sold those shares on the date of the sale, redemption or maturity of the
notes. Because the application of the constructive ownership rules to your notes is unclear, you are strongly urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the
notes.
As discussed further in product supplement ETF STR-1, the Treasury Department and the Internal Revenue Service are actively considering various
alternative treatments that may apply to instruments such as the notes, possibly with retroactive effect. Other alternative treatments for your notes may also be possible under current law. For example, it is possible that your notes could be
treated as an investment unit consisting of (i) a debt instrument that is issued to you by us and (ii) a put option in respect of the Basket that is issued by you to us. You should consult your tax advisor as to the possible consequences
of this alternative treatment.
For a further discussion of the tax treatment of your notes as well as other possible alternative characterizations,
please see the discussions under U.S. Federal Income Tax Summary in product supplement ETF STR-1, and Certain U.S. Federal Income Tax Considerations Certain Notes Treated as Forward Contracts or Executory Contracts in
the Series A MTN prospectus supplement. For additional, important considerations related to tax risks associated with investing in the notes, you should also examine the discussion in Risk Factors General Risks Relating to the Notes
Significant aspects of the U.S. federal income tax treatment of the notes are uncertain beginning on page S-16 of product supplement ETF STR-1. You should consult your tax advisor as to the possible alternative treatments in respect of
the notes.
Specified Foreign Financial Asset Reporting. Under legislation enacted in 2010, owners of specified foreign financial
assets with an aggregate value in excess of $50,000 (and in some circumstances, a higher threshold) may be required to file an information report with respect to such assets with their tax returns. Specified foreign financial
assets generally include any financial accounts maintained by foreign financial institutions, as well as any of the following (which may include your notes), but only if they are not held in accounts maintained by financial institutions:
(i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. Holders are urged to consult
their tax advisors regarding the application of this legislation to their ownership of the notes.
Non-U.S. Holders. The Treasury Department has issued
proposed regulations under Section 871(m) of the Internal Revenue Code which could ultimately require us to treat all or a portion of any payment in respect of your notes as a dividend equivalent payment that is subject to
withholding tax at a rate of 30% (or a lower rate under an applicable treaty). However, such withholding would potentially apply only to payments made after December 31, 2013. You could also be required to make certain certifications in order
to avoid or minimize such withholding obligations, and you could be subject to withholding (subject to your potential right to claim a refund from the Internal Revenue Service) if such certifications were not received or were not satisfactory. You
should consult your tax advisor concerning the potential application of these regulations to payments you receive with respect to the notes when these regulations are finalized.
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Strategic Accelerated Redemption Securities
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TS-14
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Strategic Accelerated Redemption Securities
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Linked to an International Equity Basket, due March 10, 2014
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Where You Can Find More Information
We have filed a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should read
the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S toll-free at 1-866-500-5408.
Market-Linked Investments Classification
MLPF&S classifies certain market-linked investments (the Market-Linked Investments) into categories, each with
different investment characteristics. The following description is meant solely for informational purposes and is not intended to represent any particular Enhanced Return Market-Linked Investment or guarantee any performance.
Enhanced Return Market-Linked Investments are short- to medium-term investments that offer you a way to enhance exposure to a particular market view without taking
on a similarly enhanced level of market downside risk. They can be especially effective in a flat to moderately positive market (or, in the case of bearish investments, a flat to moderately negative market). In exchange for the potential to receive
better-than market returns on the linked asset, you must generally accept market downside risk and capped upside potential. As these investments are not market downside protected, and do not assure full repayment of principal at maturity, you need
to be prepared for the possibility that you may lose all or part of your investment.
Strategic Accelerated Redemption
Securities
®
is a registered service mark of Bank of America Corporation, the parent company of MLPF&S.
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Strategic Accelerated Redemption Securities
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TS-15
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