Pricing Supplement dated November 9, 2012
(To the Prospectus dated August 31, 2010 and
Prospectus Supplement dated May 27, 2011)
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-169119
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Barclays Bank PLC Trigger Phoenix Autocallable
Optimization Securities
$1,543,970 linked to the common stock of Valero Energy Corporation due on or about November 15, 2013
$555,000
linked to the common stock of HCA Holdings, Inc. due on or about November 15, 2013
$3,598,170 linked to the common stock of Morgan Stanley due on or about November 15, 2013
Investment Description
Trigger Phoenix Autocallable Optimization Securities (the “Securities”) are unconditional, unsecured and unsubordinated debt securities issued by Barclays Bank PLC (the “Issuer”) linked to the
performance of the common stock of a specific company (the “underlying equity”). Barclays Bank PLC will pay a quarterly contingent coupon payment if the closing price of the underlying equity on the applicable Observation Date is equal to or
greater than the Coupon Barrier. Otherwise, no coupon will be paid for that quarter. Barclays Bank PLC will automatically call the Securities prior to maturity if the closing price of the underlying equity on any Observation Date is equal to or greater
than the closing price of the underlying equity on the Trade Date (the “Initial Price”). If the Securities are called, Barclays Bank PLC will repay the principal amount of your Securities plus pay the contingent coupon for that quarter, and
no further amounts will be owed to you under the Securities. If the Securities are not called prior to maturity and the closing price of the underlying equity on the Final Valuation Date (the “Final Price”) is equal to or greater than the
Trigger Price (which is set to equal the Coupon Barrier), Barclays Bank PLC will pay you a cash payment at maturity equal to the principal amount of your Securities plus the contingent coupon for the final quarter. If the Final Price of the underlying
equity is less than the Trigger Price, Barclays Bank PLC will pay you less than the full principal amount of your Securities, if anything, resulting in a loss on your initial investment that is proportionate to the negative performance of the underlying
equity over the term of the Securities, and you may lose up to 100% of your initial investment.
Investing in the Securities involves significant risks. You may lose some or all of your principal amount. The contingent repayment of principal only
applies if you hold the Securities to maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of the Issuer. If Barclays Bank PLC were to default on its payment obligations you may not receive any
amounts owed to you under the Securities and you could lose your entire investment.
Features
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Contingent Coupon
— Barclays Bank PLC will pay a quarterly contingent
coupon payment if the closing price of the underlying equity on the applicable Observation Date is equal to or greater than the
Coupon Barrier. Otherwise, no coupon will accrue or be paid for that quarter.
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Automatic Call
— Barclays Bank PLC will automatically call the Securities
and repay your principal amount plus the contingent coupon otherwise due for that quarter if the closing price of the underlying
equity on any quarterly Observation Date is greater than or equal to the Initial Price. If the Securities are not called, investors
will have the potential for downside market exposure to the underlying equity at maturity.
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Contingent Repayment of Principal Amount at Maturity
— If you hold the
Securities to maturity, the Securities have not been called on any Observation Date and the underlying equity closes at or above
the Trigger Price on the Final Valuation Date, Barclays Bank PLC will repay your full principal amount. If the underlying equity
closes below the Trigger Price on the Final Valuation Date, Barclays Bank PLC will repay less than your principal amount, if anything,
resulting in a loss of your initial investment that will be proportionate to the full negative Underlying Return. The contingent
repayment of principal only applies if you hold the Securities to maturity. Any payment on the Securities, including any repayment
of principal, is subject to the creditworthiness of the Issuer.
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Key Dates
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Trade Date:
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November 9, 2012
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Settlement Date:
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November 15, 2012
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Observation Dates
1
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Quarterly, commencing
February 11, 2013
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Final Valuation Date
1
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November 8, 2013
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Maturity Date
1
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November 15, 2013
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1
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Subject to postponement in the event of a market disruption event as described under
“Reference Assets—Equity Securities—Market Disruption Events Relating to Securities with an Equity Security
as the Reference Asset” in the prospectus supplement.
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NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY, AND THE SECURITIES
CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING EQUITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF BARCLAYS BANK PLC. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT
COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE PS-5 AND UNDER “RISK FACTORS” BEGINNING ON PAGE S-6 OF THE PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY
SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE SECURITIES.
Security Offerings
These final terms relate to three separate Trigger Phoenix Autocallable Optimization Securities we are offering. Each of the three Securities is linked to the common stock of a different company, and each of the three
Securities has a different Contingent Coupon Rate, Initial Price, Trigger Price and Coupon Barrier as specified in the table below. The Securities are offered at a minimum investment of 100 Securities at $10.00 per Security (representing a $1,000
investment), and integral multiples of $10.00 in excess thereof.
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Underlying Equity
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Contingent Coupon Rate
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Initial Price
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Coupon Barrier
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Trigger Price
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CUSIP/ ISIN
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Common stock of Valero Energy Corporation
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14.55% per annum
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$29.59
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$20.71, which is 70%
of the Initial Price
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$20.71, which is 70%
of the Initial Price
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06742A537 /
US06742A5377
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Common stock of HCA Holdings, Inc.
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10.00% per annum
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$32.62
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$22.83, which is 70%
of the Initial Price
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$22.83, which is 70%
of the Initial Price
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06742A529 /
US06742A5294
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Common stock of Morgan Stanley
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14.05% per annum
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$16.61
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$10.80, which is 65%
of the Initial Price
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$10.80, which is 65%
of the Initial Price
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06742A511 /
US06742A5112
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See “Additional Information about Barclays Bank PLC and the Securities” on page PS-2 of this pricing supplement. The Securities will have the terms specified in the prospectus dated August 31, 2010, the
prospectus supplement dated May 27, 2011 and this pricing supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or determined that this pricing supplement is truthful or complete. Any representation to
the contrary is a criminal offense.
We may use this pricing supplement in the initial sale of the Securities. In addition, Barclays Capital Inc. or any other of our affiliates may use this pricing supplement in market resale transactions in any Securities
after the initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market resale transaction.
The Securities constitute Barclays Bank PLC’s direct, unconditional, unsecured and
unsubordinated obligations and 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.
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Price to Public
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Underwriting Discount
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Proceeds to Barclays Bank PLC
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Offering of Securities
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Total
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Per Security
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Total
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Per Security
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Total
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Per Security
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Common stock of Valero Energy Corporation
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$1,543,970
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$10.00
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$23,159.55
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$0.15
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$1,520,810.45
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$9.85
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Common stock of HCA Holdings, Inc.
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$555,000
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$10.00
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$8,325
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$0.15
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$546,675
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$9.85
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Common stock of Morgan Stanley
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$3,598,170
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$10.00
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$53,972.55
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$0.15
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$3,544,197.45
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$9.85
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Additional Information about Barclays Bank PLC and the Securities
You should read this pricing supplement together with the prospectus dated August 31, 2010, as supplemented by the prospectus supplement dated May 27, 2011 relating to our Global Medium-Term Securities, Series A, of which
these Securities are a part. This pricing supplement, together with the documents listed below, contains the terms of the Securities and supersedes 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, as the Securities 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 Securities.
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 1-10257. References to “Barclays,” “Barclays Bank PLC,” “we,” “our” and “us” refer only to Barclays Bank PLC and not to its consolidated
subsidiaries. In this document, “Securities” refers to the three different series of Trigger Phoenix Autocallable Optimization Securities that are offered hereby, unless the context otherwise requires.
Investor Suitability
The Securities may be suitable for you if:
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You fully understand the risks inherent in an investment in the Securities, including
the risk of loss of your entire initial investment.
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You can tolerate the loss of all or a substantial portion of your investment and are
willing to make an investment that may have the same downside market risk as the underlying equity.
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You believe the underlying equity will close at or above the applicable Coupon Barrier
on the specified Observation Dates.
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You are willing to hold securities that will be called on the earliest Observation
Date on which the underlying equity closes at or above its Initial Price, or you are otherwise willing to hold such securities
to maturity, a term of 12 months, and accept that there may be little or no secondary market for the Securities.
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You understand and accept that you will not participate in any appreciation of the
underlying equity, which may be significant, and are willing to make an investment whose return is limited to the applicable contingent
coupon payments.
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You are willing to invest in the Securities based on the applicable Contingent Coupon
Rate specified on the cover of this pricing supplement.
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You are willing to forgo any dividends paid on the underlying equity.
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You do not seek guaranteed current income from this investment.
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You are willing to assume the credit risk of Barclays Bank PLC, as Issuer of the Securities,
for all payments under the Securities and understand that if Barclays Bank PLC defaults on its payment obligations, you may not
receive any payments due to you, including any repayment of principal.
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The Securities may not be suitable for you if:
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You do not fully understand the risks inherent in an investment in the Securities,
including the risk of loss of your entire initial investment.
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You seek an investment designed to provide a full return of principal at maturity.
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You cannot tolerate the loss of all or a substantial portion of your investment, and
you are not willing to make an investment that may have the same downside market risk as the underlying equity.
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You do not believe the underlying equity will close at or above the Coupon Barrier
on any one of the specified Observation Dates, or you believe the underlying equity will close below the applicable Trigger Price
on the Final Valuation Date.
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You seek an investment that participates in the full appreciation of the underlying
equity and whose return is not limited to the applicable contingent coupon payments.
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You are unwilling to invest in the Securities based on the applicable Contingent Coupon
Rate specified on the cover of this pricing supplement.
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You are unable or unwilling to hold securities that will be called on the earliest
Observation Date on which the underlying equity closes at or above its Initial Price, or you are otherwise unable or unwilling
to hold such securities to maturity, a term of 12 months, and seek an investment for which there will be an active secondary market.
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You prefer to receive any dividends paid on the underlying equity.
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You prefer the lower risk, and therefore accept the potentially lower returns, of
fixed income investments with comparable maturities and credit ratings.
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You seek guaranteed current income from your investment.
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You are not willing or are unable to assume the credit risk associated with Barclays
Bank PLC, as Issuer of the Securities, for all payments under the Securities, including any repayment of principal.
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The suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable investment for you will depend on your individual circumstances, and you should reach an investment decision
only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the Securities in light of your particular circumstances. You should also review carefully the “Key
Risks” on page PS-5 as well as the “Risk Factors” beginning on page S-6 of the prospectus supplement for risks related to an investment in the Securities.
PS-2
Final Terms
1
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Issuer:
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Barclays Bank PLC
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Principal Amount
per Security:
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$10.00 per Security (subject to minimum investment of 100 Securities)
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Term:
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12 months, unless called earlier
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Underlying Equity
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The common stock of a specific company, as set forth on the cover of this pricing supplement.
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Call Feature:
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The Securities will be called if the closing
price of the underlying equity on any Observation Date is at or above the Initial Price. If the Securities are called,
Barclays Bank PLC will pay on the applicable Call Settlement Date a cash payment per Security equal to the principal
amount plus the contingent coupon otherwise due on the related Coupon Payment Date pursuant to the contingent coupon
feature. No further amounts will be owed to you under the Securities.
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Observation Dates
3
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The first Observation Date will occur on or about February 11, 2013; Observation Dates will occur quarterly thereafter on or about May 9, 2013, August 9, 2013 and November 8, 2013 (the “Final Valuation Date”).
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Call Settlement Dates:
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Two (2) business days following the applicable Observation Date; provided however, if the Securities are called on the Final
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Valuation Date, the related Call Settlement Date will be the Maturity Date.
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Contingent Coupon:
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If the closing price of the underlying equity is equal to or greater than the Coupon Barrier on any Observation Date
, Barclays Bank PLC will pay you the contingent
coupon applicable to such Observation Date.
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If the closing price of the underlying
equity is less than the Coupon Barrier on any Observation Date
, the contingent coupon applicable to such Observation Date
will not accrue or be payable and Barclays Bank PLC will not make any payment to you on the related Coupon Payment
Date.
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The contingent coupon will be a
fixed amount based upon equal quarterly instalments at the Contingent Coupon Rate, which is a per annum rate as set forth
below.
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Coupon Barrier:
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A percentage of the Initial Price of the underlying equity, as specified on the first page of this pricing supplement.
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Coupon Payment
Dates:
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Two (2) business days following the
applicable Observation Date; provided however, the final Coupon Payment Date will be the Maturity Date.
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Contingent Coupon
Rate:
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The Contingent Coupon Rate per annum for the
Securities linked to the common stock of Valero Energy Corporation is 14.55% per annum; the Contingent Coupon Rate per annum
for the Securities linked to the common stock of HCA Holdings, Inc. is 10.00% per annum; and the Contingent Coupon Rate
per annum for the Securities linked to the common stock of Morgan Stanley is 14.05% per annum.
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The table below sets forth each Observation Date and the contingent coupon for each Security that is payable if the closing price of the underlying equity is greater than or equal to the Coupon Barrier on such
Observation Date. Amounts have been rounded for ease of analysis.
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Contingent Coupon (per Security)
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Observation Date
3
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Call Settlement
Date/Coupon
Payment Date
3
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Securities linked
to the common stock
of Valero Energy
Corporation
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Securities linked
to the common
stock of HCA
Holdings, Inc.
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Securities linked
to the common
stock of
Morgan Stanley
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February 11, 2013
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February 13, 2013
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$0.3638
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$0.2500
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$0.3513
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May 9, 2013
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May 13, 2013
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$0.3638
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$0.2500
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$0.3513
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August 9, 2013
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August 13, 2013
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$0.3638
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$0.2500
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$0.3513
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November 8, 2013
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November 15, 2013
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$0.3638
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$0.2500
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$0.3513
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Contingent coupon payments are not guaranteed. Barclays
Bank PLC will not pay a contingent coupon for any Observation Date on which the closing price of the underlying equity is
below Coupon Barrier.
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Payment at Maturity
(per Security):
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If the Securities are not called and
the Final Price is above or equal to the Trigger Price (which equals the Coupon Barrier) on the Final Valuation Date
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Barclays Bank PLC will pay you a cash payment on the Maturity Date equal to $10.00 per $10.00 principal amount Security
plus the contingent coupon otherwise due for the final quarter.
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If the Securities are not called and the
Final Price is below the Trigger Price on the Final Valuation Date
, Barclays Bank PLC will pay you a cash payment on the
Maturity Date that is less than your principal amount, if anything, resulting in a loss of principal that is
proportionate to the negative Underlying Return; equal to:
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$10.00 x (1 + Underlying Return)
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Accordingly, you may lose all or a substantial portion of your principal at maturity, depending on how much the
underlying equity declines.
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Underlying Return:
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Final Price – Initial Price
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Initial Price
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Trigger Price:
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A percentage of the Initial Price of the applicable underlying equity, as specified on the first page of this pricing supplement.
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Initial Price:
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The closing price of the applicable
underlying equity on the Trade Date, as specified on the first page of this pricing supplement.
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Final Price:
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The closing price of the applicable underlying equity on the Final Valuation Date.
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Closing Price:
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On any trading day, the last reported sale
price of the underlying equity on the principal national securities exchange on which it is listed for trading, as determined
by the calculation agent.
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1
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Terms used in this pricing supplement, but not defined herein, shall have the meanings
ascribed to them in the prospectus supplement.
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2
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For a description of adjustments that may affect the reference asset, see “Reference
Assets—Equity Securities—Share Adjustments Relating to Securities with an Equity Security as the Reference Asset”
in the prospectus supplement.
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3
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Subject to postponement in the event of a market disruption event as described under
“Reference Assets—Equity Securities—Market Disruption Events Relating to Securities with an Equity Security
as the Reference Asset” in the prospectus supplement.
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PS-3
Investment Timeline
INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE SECURITIES, INCLUDING ANY CONTINGENT COUPON, PAYMENTS IN RESPECT OF AN AUTOMATIC CALL AND ANY
REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF BARCLAYS BANK PLC. IF BARCLAYS BANK PLC WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE
INVESTMENT.
PS-4
Key Risks
An investment in the Securities involves significant risks. Investing in the Securities is not equivalent to investing in the underlying equity. These risks are explained in more detail in the Risk Factors section of the accompanying product
supplement. We also urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Securities.
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You may lose some or all of your principal
The Securities differ from
ordinary debt securities in that the Issuer will not necessarily pay the full principal amount at maturity. If the Securities
are not called, the Issuer will only pay you the principal amount of your Securities if the Final Price of the underlying equity
is greater than or equal to the Trigger Price and will only make such payment at maturity. If the Securities are not called and
the Final Price is less than the Trigger Price, you will lose some or all of your initial investment in an amount proportionate
to the negative Underlying Return.
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You may not receive any contingent coupons
Barclays Bank PLC will not
necessarily make periodic coupon payments on the Securities. If the closing price of the underlying equity on an Observation Date
is less than the Coupon Barrier, Barclays Bank PLC will not pay you the contingent coupon applicable to such Observation Date.
If the closing price of the underlying equity is less than the Coupon Barrier on each of the Observation Dates, Barclays Bank
PLC will not pay you any contingent coupons during the term of the Securities, and you will not receive a positive return on your
Securities. Generally, this non-payment of the contingent coupon coincides with a period of greater risk of principal loss on
your Securities.
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Reinvestment risk
If your Securities are called early, the holding period
over which you would receive the per annum Contingent Coupon Rate could be as little as three months. There is no guarantee that
you would be able to reinvest the proceeds from an investment in the Securities in a comparable investment with a similar level
of risk in the event the Securities are called prior to the Maturity Date.
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Contingent repayment of principal applies only at maturity
You should
be willing to hold your Securities to maturity. If you sell your Securities prior to maturity in the secondary market, if any,
you may have to sell your Securities at a loss relative to your initial investment even if the price of the underlying equity
is above the Trigger Price.
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Your potential return on the Securities is limited and you will not participate
in any appreciation of the underlying equity
The return potential of the Securities is limited to the pre-specified
Contingent Coupon Rate, regardless of the appreciation of the underlying equity. In addition, the total return on the Securities
will vary based on the number of Observation Dates on which the closing price of the underlying equity has equaled or exceeded
the Coupon Barrier prior to maturity or an automatic call. Further, if the Securities are called due to the automatic call feature,
you will not receive any contingent coupons or any other payment in respect of any Observation Dates after the applicable Call
Settlement Date. Because the Securities could be called as early as the first Observation Date, the total return on the Securities
could be minimal. If the Securities are not called, you may be exposed to the underlying equitys decline even though you
cannot participate in any potential appreciation in the price of the underlying equity. As a result, the return on an investment
in the Securities could be less than the return on a direct investment in the underlying equity.
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Higher Contingent Coupon Rates are generally associated with a greater risk of
loss
Greater expected volatility with respect to the underlying equity reflects a higher expectation as of the Trade
Date that the price of the underlying equity could close below the Trigger Price on the Final Valuation Date of the Securities.
This greater expected risk will generally be reflected in a higher Contingent Coupon Rate for that security. However, while the
Contingent Coupon Rate is set on the Trade Date, the underlying equitys volatility may change significantly over the term
of the Securities. The price of the underlying equity for your Securities could fall sharply, which could result in a significant
loss of principal.
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Credit of Issuer
The Securities are unsecured debt obligations of the
Issuer, Barclays Bank PLC and are not, either directly or indirectly, an obligation of any third party. Any payment to be made
on the Securities, including contingent coupons and payments in respect of an automatic call or any repayment of principal, 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 Securities and, in the event Barclays Bank PLC were to default on its
obligations, you may not receive any amounts owed to you under the terms of the Securities and you could lose your entire investment.
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There may be little or no secondary market for the Securities
The Securities
will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to
offer to purchase the Securities in the secondary market but are not required to do so and may cease any such market making activities
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 Securities easily. Because other dealers are not likely to make a secondary market for the Securities, the price at
which you may be able to trade your Securities 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 Securities.
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No assurance that the investment view implicit in the Securities will be successful
It is impossible to predict whether and the extent to which the price of the underlying equity will rise or fall. The
closing price of the underlying equity will be influenced by complex and interrelated political, economic, financial and other
factors that affect the underlying equity. You should be willing to accept the downside risks of owning equities in general and
the underlying equity in particular, and the risk of losing some or all of your initial investment.
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Owning the Securities is not the same as owning the underlying equity
The return on your Securities may not reflect the return you would realize if you actually owned the underlying equity. For instance,
as a holder of the Securities, you will not have voting rights, rights to receive cash dividends or other distributions, or any
other rights that holders of the underlying equity would have. Further, you will not participate in any appreciation of the underlying
equity, which could be significant, even though you may be exposed to any decline of the underlying equity at maturity.
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Price prior to maturity
The market price of the Securities will be influenced
by many unpredictable and interrelated factors, including the price of the underlying equity; the volatility of the underlying
equity; the dividend rate paid on the underlying equity; the time remaining to the maturity of the Securities; interest rates
in the markets; geopolitical conditions and economic, financial, political and regulatory or judicial events; and the creditworthiness
of Barclays Bank PLC.
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PS-5
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Certain built-in costs are likely to adversely affect the value of the Securities
prior to maturity
While the payment at maturity for the offered Securities described in this pricing supplement is
based on the full principal amount of the Securities, the original issue price of the Securities includes the agents commission
and the estimated cost of hedging our obligations under the Securities through one or more of our affiliates. As a result, the
price, if any, at which Barclays Bank PLC or its affiliates will be willing to purchase the Securities from you prior to maturity
in secondary market transactions, if at all, will likely be lower than the original issue price, and any such sale prior to the
maturity date could result in a substantial loss to you. The Securities are not designed to be short-term trading instruments.
Accordingly, you should be willing and able to hold your Securities to maturity.
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Dealer incentives
We, our affiliates and agents act in various capacities
with respect to the Securities. We and our affiliates may act as a principal, agent or dealer in connection with the Securities.
Such affiliates, including the sales representatives, will derive compensation from the distribution of the Securities and such
compensation may serve as an incentive to sell these Securities instead of other investments. We will pay compensation of $0.15
per Security to the principals, agents and dealers in connection with the distribution of the Securities.
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Single equity risk
The price of the underlying equity can rise or fall
sharply due to factors specific to the underlying equity and its issuer, such as stock price volatility, earnings, financial conditions,
corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market
factors, such as general stock market volatility and levels, interest rates and economic and political conditions. We urge you
to review financial and other information filed periodically with the SEC by the issuer of the underlying equity.
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Antidilution adjustments
For certain corporate events affecting the
underlying equity, the calculation agent may make adjustments to the amount payable at maturity. However, the calculation agent
will not make such adjustments in response to all events that could affect the underlying equity. If an event occurs that does
not require the calculation agent to make such adjustments, the value of the Securities may be materially and adversely affected.
In addition, all determinations and calculations concerning any such adjustments will be made in the sole discretion of the calculation
agent, which will be binding on you absent manifest error. You should be aware that the calculation agent may make any such adjustment,
determination or calculation in a manner that differs from that discussed in this pricing supplement or the prospectus supplement
as necessary to achieve an equitable result.
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In some circumstances, the payment you receive on the Securities may be based on
the stock of another company and not the underlying equity
Following certain corporate events relating to the issuer
of the underlying equity where the issuer is not the surviving entity, your return on the Securities paid by Barclays Bank PLC
may be based on the shares of a successor to the respective underlying equity issuer or any cash or any other assets distributed
to holders of the underlying equity in such corporate event. The occurrence of these corporate events and the consequent adjustments
may materially and adversely affect the value of the Securities. For more information, see the section Reference AssetsEquity
SecuritiesShare Adjustments Relating to Securities with an Equity Security as the Reference Asset of the prospectus
supplement.
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Potential Barclays Bank PLC impact on market price of underlying equity
Trading or transactions by Barclays Bank PLC or its affiliates in the underlying equity and/or over-the-counter options, futures
or other instruments with returns linked to the performance of the underlying equity, may adversely affect the market price of
the underlying equity and, therefore, the market value of the Securities.
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Potential conflicts
We and our affiliates play a variety of roles in
connection with the issuance of the Securities, including acting as calculation agent and hedging our obligations under the Securities.
In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse
to your interests as an investor in the Securities.
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Potentially inconsistent research, opinions or recommendations by Barclays Capital
Inc., UBS Financial Services Inc. or their respective affiliates
Barclays Capital Inc., UBS Financial Services Inc.
or their respective affiliates and agents may publish research from time to time on financial markets and other matters that may
influence the value of the Securities, or express opinions or provide recommendations that are inconsistent with purchasing or
holding the Securities. Any research, opinions or recommendations expressed by Barclays Capital Inc., UBS Financial Services Inc.
or their respective affiliates or agents may not be consistent with each other and may be modified from time to time without notice.
You should make your own independent investigation of the merits of investing in the Securities and the underlying equity to which
the Securities are linked.
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Taxes
The U.S. federal income tax treatment of the Securities is uncertain
and the Internal Revenue Service could assert that the Securities should be taxed in a manner that is different than described
below. As discussed further in the accompanying prospectus supplement, the Internal Revenue Service issued a notice in 2007 indicating
that it and the Treasury Department are actively considering whether, among other issues, you should be required to accrue interest
over the term of an instrument such as the Securities at a rate that may exceed the contingent coupon payments (if any) that you
receive on the Securities and whether all or part of the gain you may recognize upon the sale, redemption or maturity of an instrument
such as the Securities could be treated as ordinary income. Similarly, the Internal Revenue Service and the Treasury Department
have current projects open with regard to the tax treatment of pre-paid forward contracts, contingent notional principal contracts
and other derivative contracts. While it is impossible to anticipate how any ultimate guidance would affect the tax treatment
of instruments such as the Securities (and while any such guidance may be issued on a prospective basis only), such guidance could
be applied retroactively and could in any case increase the likelihood that you will be required to accrue income at a rate that
may exceed the contingent coupon payments (if any) that you receive on the Securities. The outcome of this process is uncertain.
In addition, any character mismatch arising from your inclusion of ordinary income in respect of the contingent coupons and capital
loss (if any) upon the sale or maturity of your Securities may result in adverse tax consequences to you because an investors
ability to deduct capital losses is subject to significant limitations. You should consult your tax advisor as to the possible
alternative treatments in respect of the Securities.
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PS-6
Hypothetical Examples of how the Securities Perform
The examples below illustrate the payment upon a call or at maturity for a $10.00 Security on a hypothetical offering of the Securities, with the following assumptions. The actual terms for each Security offering are as
described on the cover of this pricing supplement. Numbers in the examples below have been rounded for ease of analysis:
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|
Principal Amount:
|
$10.00
|
Term:
|
12 months
|
Initial Price:
|
$25.00
|
Contingent Coupon Rate:
|
12.00% per annum (or 3.00% per quarter)
|
Contingent Coupon:
|
$0.30 per quarter
|
Observation Dates:
|
Observation Dates will occur quarterly as set forth under “Final Terms” in
this pricing supplement.
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Coupon Barrier:
|
$17.50 (which is 70% of the Initial Price)
|
Trigger Price:
|
$17.50 (which is 70% of the Initial Price)
|
Example 1 — Securities are Called on the First Observation Date
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Date
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Closing Price
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Payment (per Security)
|
First Observation Date
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$30.00
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Closing price of underlying equity at or above Initial Price,
Securities are called; Issuer repays principal plus pays contingent coupon payment of $0.30 on Call Settlement Date.
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Total Payment (per $10.00 Security):
|
$10.30 (3.00% total return on the Securities)
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Because the closing price of the underlying equity is equal to or greater than the Initial Price on the first Observation Date, the Securities are called on the first Observation Date. The Issuer will pay you on the Call
Settlement Date $10.30 per $10.00 principal amount Security, which is equal to your principal amount plus the contingent coupon payment due in connection with the first Observation Date.
Example 2 — Securities are Called on the Third Observation Date
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Date
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Closing Price
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Payment (per Security)
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First Observation Date
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$22.00
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Closing price of underlying equity below Initial Price, Securities NOT called;
above Coupon Barrier, Issuer pays contingent coupon payment of $0.30 on first Coupon Payment Date.
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Second Observation Date
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$15.00
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Closing price of underlying equity below Initial Price, Securities NOT called;
below Coupon Barrier, Issuer DOES NOT pay contingent coupon payment on second Coupon Payment Date.
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Third Observation Date
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$28.00
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Closing price of underlying equity at or above Initial Price, Securities are
called; Issuer repays principal plus pays contingent coupon payment of $0.30 on Call Settlement Date.
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Total Payment (per $10.00 Security):
|
$10.60 (6.00% total return on the Securities)
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Because the closing price of the underlying equity is equal to or greater than the Initial Price on the third Observation Date, the Securities are called on the third Observation Date. The Issuer will pay you on the Call
Settlement Date $10.30 per $10.00 principal amount Security, which is equal to your principal amount plus the contingent coupon payment due in connection with the third Observation Date.
In addition, because the closing price of the underlying equity was equal to or greater than the Coupon Barrier on the first Observation Date, the Issuer will pay the contingent coupon payment of $0.30 on the first Coupon
Payment Date. However, because the closing price of the underlying equity was less than the Coupon Barrier on the second Observation Date, the Issuer will not pay any contingent coupon payment on the Coupon Payment Date following the second Observation
Date.
Example 3 — Securities are NOT Called and the Final Price is above the Trigger Price on the Final Valuation Date
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Date
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Closing Price
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Payment (per Security)
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First Observation Date
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$20.00
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Closing price of underlying equity below Initial Price, Securities NOT called;
above Coupon Barrier, Issuer pays contingent coupon payment of $0.30 on first Coupon Payment Date.
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Second Observation Date
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$15.00
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Closing price of underlying equity below Initial Price, Securities NOT called;
below Coupon Barrier, Issuer DOES NOT pay contingent coupon payment on second Coupon Payment Date.
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Third Observation Date
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$14.00
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Closing price of underlying equity below Initial Price, Securities NOT called;
below Coupon Barrier, Issuer DOES NOT pay contingent coupon payment on third Coupon Payment Date.
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Fourth Observation Date
(the Final Valuation Date)
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$18.00
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Closing price of underlying equity below Initial Price, Securities NOT called;
Final Price above Trigger Price and Coupon Barrier, Issuer repays principal plus pays contingent coupon payment of $0.30
on Maturity Date.
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Total Payment (per $10.00 Security):
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$10.60 (6.00% total return on the Securities)
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PS-7
Because the closing price of the underlying equity was less than the Initial Price on each Observation Date, the Securities are not called. Because the Final Price is equal to or greater than the Trigger Price and Coupon
Barrier, at maturity, the Issuer will pay you $10.30 per $10.00 principal amount Security, which is equal to your principal amount plus the contingent coupon payment due in connection with the fourth Observation Date.
In addition, because the closing price of the underlying equity was equal to or greater than the Coupon Barrier on the first Observation Date, the Issuer will pay the contingent coupon payment of $0.30 on the first Coupon
Payment Date. However, because the closing price of the underlying equity was less than the Coupon Barrier on the second Observation Date and on the third Observation Date, the Issuer will not pay any contingent coupon payment on the Coupon Payment Dates
following the second Observation Date or third Observation Date.
Example 4 — Securities are NOT Called and the Final Price is below the Trigger Price on the Final Valuation Date
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Date
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Closing Price
|
Payment (per Security)
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First Observation Date
|
$16.50
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Closing price of underlying equity below Initial Price, Securities NOT called;
below Coupon Barrier, Issuer DOES NOT pay contingent coupon payment on first Coupon Payment Date.
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Second Observation Date
|
$15.00
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Closing price of underlying equity below Initial Price, Securities NOT called;
below Coupon Barrier, Issuer DOES NOT pay contingent coupon payment on second Coupon Payment Date.
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Third Observation Date
|
$12.50
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Closing price of underlying equity below Initial Price, Securities NOT called;
below Coupon Barrier, Issuer DOES NOT pay contingent coupon payment on third Coupon Payment Date.
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Fourth Observation Date
(the Final Valuation Date)
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$11.25
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Closing price of underlying equity below Initial Price, Securities NOT called;
below Coupon Barrier and Trigger Price, Issuer DOES NOT pay contingent coupon payment on Maturity Date, and Barclays Bank
PLC will repay less than the principal amount resulting in a loss proportionate to the decline of the underlying
equity.
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Total Payment (per $10.00 Security):
|
$4.50 (a 55.00% loss on the Securities)
|
Because the closing price of the underlying equity is less than the Initial Price on each Observation Date, the Securities are not called. Because the Final Price is less than the Trigger Price on the Final Valuation Date, at
maturity, the Issuer will pay you a total of $4.50 per $10.00 principal amount, calculated as follows:
$10.00 × (1 + Underlying Return) = $10.00 × (1 + -55.00%) = $4.50
In addition, because the closing price of the underlying equity is less than the Coupon Barrier on each Observation Date, the Issuer will not pay any contingent coupon payments over the term of the Securities.
What are the material tax consequences of the Securities?
The material tax consequences of your investment in the Securities are summarized below. The discussion below supplements the discussion under “Certain U.S. Federal Income Tax Considerations” in the accompanying
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 the accompanying prospectus supplement) and you hold your Securities 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 the prospectus supplement (for example, if you did not purchase your Securities in the initial issuance
of the Securities).
The United States federal income tax consequences of your investment in the Securities are uncertain and the Internal Revenue Service could assert that the Securities should be taxed in a manner that is different than
described below. Pursuant to the terms of the Securities, 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 Securities as a contingent income bearing executory
contract with respect to the applicable underlying equity.
If your Securities are properly treated as a contingent income bearing executory contract, it would be reasonable (i) to treat any contingent coupon payments you receive on the Securities as items of ordinary income taxable in
accordance with your regular method of accounting for U.S. federal income tax purposes and (ii) to recognize capital gain or loss upon the sale, redemption or maturity of your Securities in an amount equal to the difference (if any) between the amount
you receive at such time (other than amounts attributable to a contingent coupon payment) and your basis in the Securities for U.S. federal income tax purposes. Because the term of your Securities will not exceed one year, such gain or loss 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. Any character mismatch arising from your inclusion of ordinary income in respect of the
contingent coupon payments and capital loss (if any) upon the sale or maturity of your Securities may result in adverse tax consequences to you because an investor’s ability to deduct capital losses is subject to significant limitations.
In the opinion of our special tax counsel, Sullivan & Cromwell LLP, it would be reasonable to treat your Securities in the manner described above. This opinion assumes that the description of the terms of the Securities in
this pricing supplement is materially correct.
NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY DISCUSSES HOW YOUR SECURITIES SHOULD BE TREATED FOR U.S. FEDERAL INCOME TAX PURPOSES. AS A RESULT, THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF YOUR INVESTMENT IN THE
SECURITIES ARE UNCERTAIN. ACCORDINGLY, WE URGE YOU TO CONSULT YOUR TAX ADVISOR AS TO THE TAX CONSEQUENCES OF INVESTING IN THE SECURITIES.
PS-8
Alternative Treatments
. As discussed further in the accompanying prospectus supplement, the Treasury Department and the Internal Revenue Service are actively considering various alternative treatments that may apply to instruments such as the
Securities, possibly with retroactive effect. Other alternative treatments for your Securities may also be possible under current law. For example, it is possible that the Securities could be treated as a contingent short-term debt obligation. However,
no specific rules govern contingent short-term debt obligations, and accordingly you should consult your tax advisor regarding this alternative characterization of the Securities. For a further discussion of some of the tax considerations applicable to
short-term debt obligations, please see the discussion under the heading Certain U.S. Federal Income Tax ConsiderationsU.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax PurposesShort-Term
Obligations in the accompanying prospectus supplement.
It is also possible that your Securities 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 applicable underlying equity that is issued by you to us. You should
consult your tax advisor as to the possible consequences of this alternative treatment.
In addition, it is possible that (i) you should not include the contingent coupon payments in income as you receive them and instead you should reduce your basis in your Securities by the amount of the contingent coupon payments that you receive; (ii)
you should not include the contingent coupon payments (if any) in income as you receive them and instead, upon the sale, redemption or maturity of your Securities, you should recognize short-term capital gain or loss in an amount equal to the difference
between (a) the amount of the contingent coupon payments made to you over the term of the Securities (including any contingent coupon payment received at redemption or maturity or the amount of cash that you receive upon a sale that is attributable to a
contingent coupon payment) and (b) the excess (if any) of (1) the amount you paid for your Securities over (2) the amount of cash you receive upon sale, redemption or maturity (other than amounts attributable to a contingent coupon payment); or (iii) if
a contingent coupon payment is made at redemption or maturity, such contingent coupon payment should not separately be taken into account as ordinary income but instead should increase the amount of capital gain or decrease the amount of capital loss
that you recognize at redemption or maturity.
It is also possible that any loss you would recognize upon the maturity of the Securities would be long-term capital loss as opposed to short-term capital loss should a Market Disruption Event occur.
You should consult your tax advisor with respect to these possible alternative treatments.
For a further discussion of the tax treatment of your Securities as well as other possible alternative characterizations, please see the discussion under the heading Certain U.S. Federal Income Tax ConsiderationsCertain Notes Treated as
Forward Contracts or Executory Contracts in the accompanying prospectus supplement. You should consult your tax advisor as to the possible alternative treatments in respect of the Securities. For additional, important considerations related to tax
risks associated with investing in the Securities, you should also examine the discussion in Key RisksTaxes, in this pricing supplement.
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 Securities), 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 Securities.
Non-U.S. Holders
. Barclays currently does not withhold on coupon payments to non-U.S. holders in respect of instruments such as the Securities. 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 any contingent coupon at a 30% rate, unless you have provided to Barclays (i) a valid Internal Revenue Service Form W-8ECI or (ii) a valid Internal Revenue Service Form W-8BEN claiming tax treaty benefits that
reduce or eliminate withholding. If Barclays elects to withhold and you have provided Barclays with a valid Internal Revenue Service Form W-8BEN claiming tax treaty benefits that reduce or eliminate withholding, Barclays may nevertheless withhold up to
30% on payments it makes to you if there is any possible characterization of the payments that would not be exempt from withholding under the treaty. 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 Considerations Information Reporting and Backup Withholding in the accompanying prospectus supplement.
Information about the Underlying Equity
Included in the following pages is a brief description of the underlying issuers of each of the underlying equities. This information has been obtained from publicly available sources. Set forth below is a table that provides the quarterly high and low
closing prices for each underlying equity. We obtained the closing price information set forth below from Bloomberg Professional
®
service (Bloomberg) without independent verification. You should not take the historical prices
of the underlying equity as an indication of future performance.
We urge you to read the following section in the accompanying prospectus supplement: Reference AssetsEquity SecuritiesReference Asset Issuer and Reference Asset Information. Companies with securities registered under the
Securities Exchange Act of 1934, as amended, are required to file financial and other information specified by the SEC periodically. Such information can be reviewed electronically through a website maintained by the SEC at http://www.sec.gov.
Information filed with the SEC by the issuer of the underlying equity can be located by reference to its SEC file number provided below. In addition, information filed with the SEC can be inspected and copied at the Public Reference Section of the SEC,
100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can also be obtained from the Public Reference Section, at prescribed rates.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or any accompanying prospectus or prospectus supplement. We have not independently verified any of the information herein
obtained from outside sources.
PS-9
Valero Energy Corporation
According to publicly available information, Valero Energy Corporation (the Company) owns and operates petroleum refineries located in the United States, Canada, the United Kingdom and Aruba. The Company markets branded and unbranded refined
products on a wholesale basis in the U.S., Canada and the United Kingdom. The Company also sells refined products through a network of retail and wholesale branded outlets in the U.S., Canada, the United Kingdom, Aruba and Ireland. The Company also owns
10 ethanol plants in the central plains region of the United States.
Information filed by the Company with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-13175, or its CIK Code: 0001035002. The Companys common stock is listed on the New York Stock Exchange under the ticker
symbol VLO.
Historical Information
The following table sets forth the quarterly high and low closing prices for the underlying equity, based on daily closing prices on New York Stock Exchange, as reported by Bloomberg. The closing price of the underlying equity on November 9, 2012 was
$29.59. The historical performance of the underlying equity should not be taken as an indication of the future performance of the underlying equity during the term of the Securities.
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|
|
|
|
|
|
Quarter Begin
|
Quarter End
|
Quarterly High
|
Quarterly Low
|
Quarterly Close
|
1/6/2004
|
|
3/31/2004
|
|
$15.20
|
$11.61
|
$14.99
|
4/1/2004
|
|
6/30/2004
|
|
$18.57
|
$14.08
|
$18.44
|
7/1/2004
|
|
9/30/2004
|
|
$20.05
|
$16.09
|
$20.05
|
10/1/2004
|
|
12/31/2004
|
|
$23.82
|
$20.00
|
$22.70
|
1/3/2005
|
|
3/31/2005
|
|
$36.93
|
$21.08
|
$36.64
|
4/1/2005
|
|
6/30/2005
|
|
$40.48
|
$30.33
|
$39.56
|
7/1/2005
|
|
9/30/2005
|
|
$58.06
|
$39.86
|
$56.53
|
10/3/2005
|
|
12/30/2005
|
|
$58.03
|
$46.48
|
$51.60
|
1/3/2006
|
|
3/31/2006
|
|
$62.84
|
$49.76
|
$59.78
|
4/3/2006
|
|
6/30/2006
|
|
$69.10
|
$55.75
|
$66.52
|
7/3/2006
|
|
9/26/2006
|
|
$67.45
|
$48.15
|
$51.47
|
10/2/2006
|
|
12/29/2006
|
|
$56.28
|
$48.17
|
$51.16
|
1/3/2007
|
|
3/30/2007
|
|
$65.14
|
$48.21
|
$64.49
|
4/2/2007
|
|
6/29/2007
|
|
$77.29
|
$64.60
|
$73.86
|
7/2/2007
|
|
9/28/2007
|
|
$77.71
|
$61.92
|
$67.18
|
10/1/2007
|
|
12/31/2007
|
|
$74.25
|
$62.00
|
$70.03
|
1/2/2008
|
|
3/31/2008
|
|
$69.45
|
$46.69
|
$49.11
|
4/1/2008
|
|
6/30/2008
|
|
$53.50
|
$39.96
|
$41.18
|
7/1/2008
|
|
9/30/2008
|
|
$40.38
|
$29.98
|
$30.30
|
10/1/2008
|
|
12/31/2008
|
|
$29.28
|
$14.05
|
$21.64
|
1/2/2009
|
|
3/31/2009
|
|
$25.85
|
$16.24
|
$17.90
|
4/1/2009
|
|
6/30/2009
|
|
$23.30
|
$16.03
|
$16.89
|
7/1/2009
|
|
9/30/2009
|
|
$20.50
|
$15.57
|
$19.39
|
10/1/2009
|
|
12/31/2009
|
|
$20.67
|
$15.89
|
$16.75
|
1/1/2010
|
|
3/31/2010
|
|
$20.69
|
$17.45
|
$19.70
|
4/1/2010
|
|
6/30/2010
|
|
$21.37
|
$16.36
|
$17.98
|
7/1/2010
|
|
9/30/2010
|
|
$18.31
|
$15.65
|
$17.51
|
10/1/2010
|
|
12/31/2010
|
|
$23.35
|
$17.25
|
$23.12
|
1/3/2011
|
|
3/31/2011
|
|
$30.73
|
$23.19
|
$29.82
|
4/1/2011
|
|
6/30/2011
|
|
$30.50
|
$23.18
|
$25.57
|
7/1/2011
|
|
9/30/2011
|
|
$26.89
|
$17.78
|
$17.78
|
10/1/2011
|
|
12/30/2011
|
|
$26.70
|
$17.17
|
$21.05
|
1/2/2012
|
|
3/30/2012
|
|
$28.56
|
$19.61
|
$25.77
|
4/1/2012
|
|
6/29/2012
|
|
$26.33
|
$20.37
|
$24.15
|
7/1/2012
|
|
9/28/2012
|
|
$33.75
|
$23.64
|
$31.68
|
10/1/2012
|
|
11/9/2012
|
*
|
$32.61
|
$28.20
|
$29.59
|
*
|
|
As of the date of this pricing supplement information for the fourth calendar quarter
of 2012 includes data for the period from October 1, 2012 through November 9, 2012. Accordingly the Quarterly High,
Quarterly Low, and Quarterly Close data indicated are for this shortened period only and do not reflect
complete data for the fourth quarter of 2012.
|
PS-10
The graph below illustrates the performance of the underlying equity from January 2, 2003 to November 9, 2012. The dotted line represents the Coupon Barrier and Trigger Price of $20.71, which is equal to 70% of the closing
price on November 9, 2012.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
The graph set forth above shows the historical performance of the underlying equity based on the daily closing price of the underlying equity. We obtained the closing prices above from Bloomberg. We have not independently
verified any of the information obtained from Bloomberg.
Historical performance of the underlying equity is not an indication of future performance. Future performance of the underlying equity may differ significantly from historical performance,
either positively or negatively. We cannot give you assurance that the performance of the underlying equity will result in the return of any of your initial investment.
HCA Holdings, Inc.
According to publicly available information, HCA Holdings, Inc. (the “Company”) is a health care services company. At December 31, 2011, the Company operated 163 hospitals, comprised of 157 general, acute care
hospitals; five psychiatric hospitals; and one rehabilitation hospital. In addition, the Company operated 108 freestanding surgery centers. The Company’s facilities are located in 20 states and England.
Information filed by the Company with the SEC can be located by reference to its SEC file number: 001-11239, or its CIK Code: 0000860730. The Company’s common stock is listed on the New York Stock Exchange under the
ticker symbol “HCA”.
Historical Information
The following table sets forth the quarterly high and low closing prices for the underlying equity, based on daily closing prices on New York Stock Exchange, as reported by Bloomberg. The closing price of the underlying equity
on November 9, 2012 was $32.62. The historical performance of the underlying equity should not be taken as an indication of the future performance of the underlying equity during the term of the Securities.
|
|
|
|
|
|
|
Quarter Begin
|
Quarter End
|
Quarterly High
|
Quarterly Low
|
Quarterly Close
|
1/3/2011
|
|
3/31/2011
|
*
|
$34.24
|
$30.91
|
$33.87
|
4/1/2011
|
|
6/30/2011
|
|
$35.24
|
$31.40
|
$33.00
|
7/1/2011
|
|
9/30/2011
|
|
$34.61
|
$17.66
|
$20.16
|
10/1/2011
|
|
12/30/2011
|
|
$26.61
|
$18.07
|
$22.03
|
1/2/2012
|
|
3/30/2012
|
|
$28.97
|
$20.80
|
$24.74
|
4/1/2012
|
|
6/29/2012
|
|
$30.43
|
$24.40
|
$30.43
|
7/1/2012
|
|
9/28/2012
|
|
$33.25
|
$25.55
|
$33.25
|
10/1/2012
|
|
11/9/2012
|
**
|
$33.85
|
$28.41
|
$32.62
|
*
|
|
The initial public offering of the underlying equity took place in March 2011; therefore,
price information prior to the first quarter of 2011 is unavailable.
|
**
|
|
As of the date of this pricing supplement information for the fourth calendar quarter of 2012 includes data for the
period from October 1, 2012 through November 9, 2012. Accordingly the “Quarterly High,” “Quarterly
Low,” and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete
data for the fourth quarter of 2012.
|
PS-11
The graph below illustrates the performance of the underlying equity from March 10, 2011 to November 9, 2012. The dotted line represents the Coupon Barrier and Trigger Price of $22.83, which is equal to 70% of the closing price on November 9,
2012.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
The graph set forth above shows the historical performance of the underlying equity based on the daily closing price of the underlying equity. We obtained the closing prices above from Bloomberg. We have not independently verified any of the information
obtained from Bloomberg.
Historical performance of the underlying equity is not an indication of future performance. Future performance of the underlying equity may differ significantly from historical performance, either positively or negatively.
We cannot give you assurance that the performance of the underlying equity will result in the return of any of your initial investment.
PS-12
Morgan Stanley
According to publicly available information, Morgan Stanley (the Company) is a financial services firm that, through its subsidiaries and affiliates, provides its products and services to a group of clients and customers, including corporations,
governments, financial institutions and individuals.
Information filed by the Company with the SEC under the Exchange Act can be located by reference to its SEC file number: 1-11758, or its CIK Code: 0000895421. The Companys common stock is listed on the New York Stock Exchange under the ticker
symbol MS.
Historical Information
The following table sets forth the quarterly high and low closing prices for the underlying equity, based on daily closing prices on the New York Stock Exchange, as reported by Bloomberg. The closing price of the underlying equity on November 9, 2012 was
$16.61. The historical performance of the underlying equity should not be taken as an indication of the future performance of the underlying equity during the term of the Securities.
|
|
|
|
|
|
|
Quarter Begin
|
|
Quarter End
|
|
Quarterly High
|
Quarterly Low
|
Quarterly Close
|
1/6/2004
|
|
3/31/2004
|
|
$51.65
|
$46.40
|
$47.57
|
4/1/2004
|
|
6/30/2004
|
|
$47.50
|
$42.01
|
$43.81
|
7/1/2004
|
|
9/30/2004
|
|
$43.95
|
$38.85
|
$40.92
|
10/1/2004
|
|
12/31/2004
|
|
$46.10
|
$39.26
|
$46.09
|
1/3/2005
|
|
3/31/2005
|
|
$50.07
|
$44.50
|
$47.52
|
4/1/2005
|
|
6/30/2005
|
|
$48.40
|
$40.03
|
$43.56
|
7/1/2005
|
|
9/30/2005
|
|
$45.17
|
$42.19
|
$44.78
|
10/3/2005
|
|
12/30/2005
|
|
$48.55
|
$42.92
|
$47.10
|
1/3/2006
|
|
3/31/2006
|
|
$52.81
|
$48.02
|
$52.15
|
4/3/2006
|
|
6/30/2006
|
|
$54.58
|
$45.86
|
$52.47
|
7/3/2006
|
|
9/26/2006
|
|
$60.81
|
$50.38
|
$60.52
|
10/2/2006
|
|
12/29/2006
|
|
$68.00
|
$60.63
|
$67.60
|
1/3/2007
|
|
3/30/2007
|
|
$70.27
|
$59.47
|
$65.38
|
4/2/2007
|
|
6/29/2007
|
|
$74.13
|
$65.32
|
$69.63
|
7/2/2007
|
|
9/28/2007
|
|
$73.26
|
$56.63
|
$63.00
|
10/1/2007
|
|
12/31/2007
|
|
$69.09
|
$47.95
|
$53.11
|
1/2/2008
|
|
3/31/2008
|
|
$51.81
|
$36.38
|
$45.70
|
4/1/2008
|
|
6/30/2008
|
|
$50.65
|
$36.07
|
$36.07
|
7/1/2008
|
|
9/30/2008
|
|
$45.39
|
$20.99
|
$23.00
|
10/1/2008
|
|
12/31/2008
|
|
$24.42
|
$9.20
|
$16.04
|
1/2/2009
|
|
3/31/2009
|
|
$25.91
|
$13.10
|
$22.77
|
4/1/2009
|
|
6/30/2009
|
|
$31.39
|
$21.08
|
$28.51
|
7/1/2009
|
|
9/30/2009
|
|
$32.98
|
$25.50
|
$30.88
|
10/1/2009
|
|
12/31/2009
|
|
$35.74
|
$29.12
|
$29.60
|
1/1/2010
|
|
3/31/2010
|
|
$32.92
|
$26.60
|
$29.29
|
4/1/2010
|
|
6/30/2010
|
|
$31.94
|
$23.21
|
$23.21
|
7/1/2010
|
|
9/30/2010
|
|
$27.87
|
$22.83
|
$24.68
|
10/1/2010
|
|
12/31/2010
|
|
$27.66
|
$24.19
|
$27.21
|
1/3/2011
|
|
3/31/2011
|
|
$30.99
|
$27.11
|
$27.32
|
4/1/2011
|
|
6/30/2011
|
|
$27.76
|
$21.93
|
$23.01
|
7/1/2011
|
|
9/30/2011
|
|
$24.20
|
$13.06
|
$13.50
|
10/1/2011
|
|
12/30/2011
|
|
$19.41
|
$12.47
|
$15.13
|
1/2/2012
|
|
3/30/2012
|
|
$21.17
|
$15.90
|
$19.64
|
4/1/2012
|
|
6/29/2012
|
|
$19.81
|
$12.36
|
$14.59
|
7/1/2012
|
|
9/28/2012
|
|
$18.24
|
$12.62
|
$16.74
|
10/1/2012
|
|
11/9/2012
|
*
|
$18.49
|
$16.52
|
$16.61
|
*
|
|
As of the date of this pricing supplement information for the fourth calendar quarter
of 2012 includes data for the period from October 1, 2012 through November 9, 2012. Accordingly the Quarterly High,
Quarterly Low, and Quarterly Close data indicated are for this shortened period only and do not reflect
complete data for the fourth quarter of 2012.
|
PS-13
The graph below illustrates the performance of the underlying equity from January 2, 2003 to November 9, 2012. The dotted line represents the Coupon Barrier and Trigger Price of $10.80, which is equal to 65% of the closing price on November 9,
2012.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
The graph set forth above shows the historical performance of the underlying equity based on the daily closing price of the underlying equity. We obtained the closing prices above from Bloomberg. We have not independently verified any of the information
obtained from Bloomberg.
Historical performance of the underlying equity is not an indication of future performance. Future performance of the underlying equity may differ significantly from historical performance, either positively or negatively.
We cannot give you assurance that the performance of the underlying equity will result in the return of any of your initial investment.
Supplemental Plan of Distribution
We have agreed to sell to Barclays Capital Inc. and UBS Financial Services Inc., together the Agents, and the Agents have agreed to purchase, all of the Securities at the price indicated on the cover of this pricing supplement, the document
that has been filed pursuant to Rule 424(b)(2) and contains the final pricing terms of the Securities. UBS Financial Services Inc. may allow a concession not in excess of the underwriting discount set forth on the cover of this pricing supplement to its
affiliates.
We or our affiliates have entered or will enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Securities and the Agents and/or an affiliate may earn
additional income as a result of payments pursuant to the swap, or related hedge transactions.
We have agreed to indemnify the Agents against liabilities, including certain liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agents may be required to make relating to these liabilities as described in the
prospectus and the prospectus supplement. We have agreed that UBS Financial Services Inc. may sell all or a part of the Securities that it purchases from us to its affiliates at the price that is indicated on the cover of this pricing supplement that is
available in connection with the sale of the Securities.
PS-14
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