424B2 1 a12-6262_52424b2.htm 424B2 JPM (GOLD 90%) BLACK

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities Offered

 

Maximum Aggregate Offering Price

 

Amount of Registration Fee(1)

 

 

 

 

 

Global Medium-Term Notes, Series A

 

$14,370,000

 

$1,646.80

 

(1)            Calculated in accordance with Rule 457(r) of the Securities Act of 1933

 



 

Pricing Supplement dated March 23, 2012

(To the Prospectus dated August 31, 2010 and

the Prospectus Supplement dated May 27, 2011)

 

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-169119

 

GRAPHIC

$14,370,000

Notes due March 27, 2014

Linked to the Performance of Gold

Global Medium-Term Notes, Series A

General

 

·                   Senior unsecured obligations of Barclays Bank PLC maturing March 27, 2014.

·                   Minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

·                   The Notes priced on March 23, 2012 (the “pricing date”) and are expected to issue on or about March 28, 2012 (the “issue date”).

 

Key Terms

Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.

 

 

Issuer:

Barclays Bank PLC

 

 

Reference Asset:

The settlement price of Gold as described under “Description of the Reference Asset” in this pricing supplement.

 

 

Maximum Return:

23.55%

 

 

Payment at Maturity:

If the reference asset return is greater than -10%, you will receive at maturity a cash payment equal to the sum of (a) 100% of the principal amount of your Notes and (b) 100% of your principal amount multiplied by the reference asset return, subject to the maximum return on the Notes.  Accordingly, if the reference asset return is greater than -10%, your payment per $1,000 principal amount Note will be calculated as follows, subject to the maximum return:

 

$1,000 + [$1,000 x Reference Asset Return]

 

If the reference asset return is less than or equal to -10%, you will receive 90% of the principal amount of your Notes.  Accordingly, your payment per $1,000 principal amount of Notes would be $900.00.

 

 

Your principal is protected up to 90% only if you hold the Notes to maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of the Issuer and is not guaranteed by any third party. For a description of risks with respect to the ability of Barclays Bank PLC to satisfy its obligations as they come due, see “Credit of Issuer” in this pricing supplement.

 

 

Reference Asset Return:

The performance of the reference asset from the initial price to the final price, calculated as follows:

 

Final Price – Initial Price
Initial Price

 

 

Initial Price:

USD1,664.00/troy ounce, which is the settlement price of Gold on the pricing date.

 

 

Final Price:

The settlement price of Gold on the final valuation date.

 

 

Final Valuation Date:

March 24, 2014

 

 

Maturity Date:

March 27, 2014

 

 

Calculation Agent:

Barclays Bank PLC

 

 

CUSIP/ISIN:

 06738KZ38/ US06738KZ385

 

                     Subject to postponement in the event of a market disruption event as described under “Reference Assets— Commodities —Market Disruption Events Relating to Securities with a Commodity as the Reference Asset” in the prospectus supplement.  If the final valuation date is not a scheduled trading day, then the final valuation date will be the next succeeding scheduled trading day.  If the final valuation date is postponed because it is not a scheduled trading day, then the maturity date will be postponed so that the number of business days between the final valuation date (as postponed) and the maturity date (as postponed) remains the same.

 

Investing in the Notes involves a number of risks.  See “Risk Factors” beginning on page S-6 of the prospectus supplement and “Selected Risk Considerations” beginning on page PS-3 of this pricing supplement.

 

The Notes will not be listed on any U.S. securities exchange or quotation system.  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 Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement in market resale transactions in any Notes after their 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.

 

 

Price to Public1

Agent’s Commission

Proceeds to Barclays Bank PLC

Per Note

100%

1.50%

98.50%

Total

$14,370,000

$215,550

$14,154,450

1                     The price to the public for any single purchase by an investor in certain trust accounts, who is not being charged the full selling concession or fee by other dealers of 1.50%, is 98.50%.  The price to the public for all other purchases of Notes is 100%.

The Notes are not bank deposits and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.  The Notes are not guaranteed under the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee Program.

 



 

GRAPHIC

JPMorgan

Placement Agent

 

ADDITIONAL TERMS SPECIFIC TO THE NOTES

 

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 Notes, Series A, of which these Notes are a part.  This pricing supplement, together with the documents listed below, contains the terms of the Notes 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 under “Risk Factors” in the prospectus supplement, as the Notes involve risks not associated with conventional debt securities.  We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.

 

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

 

·                  Prospectus dated August 31, 2010:

 

http://www.sec.gov/Archives/edgar/data/312070/000119312510201448/df3asr.htm

 

·                  Prospectus Supplement dated May 27, 2011:

 

http://www.sec.gov/Archives/edgar/data/312070/000119312511152766/d424b3.htm

 

Our SEC file number is 1-10257.  As used in this pricing supplement, the “Company,” “we,” “us,” or “our” refers to Barclays Bank PLC.

 



 

What is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Reference Asset?

 

The following table illustrates the hypothetical total return at maturity on the Notes. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount Note to $1,000. The hypothetical total returns and examples set forth below are based on the initial price of USD1,664.00 /troy ounce and the maximum return on the Notes of 23.55%. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the Notes.  The numbers appearing in the following table and examples have been rounded for ease of analysis.

 

Final Price
(USD/troy
ounce)
1

Reference Asset
Return

Payment at Maturity

Total Return on
Notes

3,328.00

100.00%

$1,235.50

23.55%

3,244.80

95.00%

$1,235.50

23.55%

3,078.40

85.00%

$1,235.50

23.55%

2,912.00

75.00%

$1,235.50

23.55%

2,745.60

65.00%

$1,235.50

23.55%

2,579.20

55.00%

$1,235.50

23.55%

2,412.80

45.00%

$1,235.50

23.55%

2,246.40

35.00%

$1,235.50

23.55%

2,080.00

25.00%

$1,235.50

23.55%

1,913.60

15.00%

$1,150.00

15.00%

1,830.40

10.00%

$1,100.00

10.00%

1,747.20

5.00%

$1,050.00

5.00%

1,705.60

2.50%

$1,025.00

2.50%

1,664.00

0.00%

$1,000.00

0.00%

1,580.80

-5.00%

$950.00

-5.00%

1,497.60

-10.00%

$900.00

-10.00%

1,414.40

-15.00%

$900.00

-10.00%

1,331.20

-20.00%

$900.00

-10.00%

1,164.80

-30.00%

$900.00

-10.00%

998.40

-40.00%

$900.00

-10.00%

832.00

-50.00%

$900.00

-10.00%

665.60

-60.00%

$900.00

-10.00%

499.20

-70.00%

$900.00

-10.00%

332.80

-80.00%

$900.00

-10.00%

166.40

-90.00%

$900.00

-10.00%

0.00

-100.00%

$900.00

-10.00%

 

1  The final price will be the settlement price on the final valuation date as described under “Description of the Reference Asset” in this pricing supplement.

 

PS-1



 

Hypothetical Examples of Amounts Payable at Maturity

 

The following examples illustrate how the total returns set forth in the table above are calculated.

 

Example 1: The price of the reference asset increases from an initial price of USD1,664.00/troy ounce to a final price of USD1,830.40/troy ounce, resulting in a reference asset return of 10.00%.

 

Because the reference asset return is greater than -10% and does not exceed the maximum return of 23.55%, the investor receives a payment at maturity of $1,100.00 per $1,000.00 principal amount Note, calculated as follows:

 

$1,000 + [$1,000 x Reference Asset Return]

 

$1,000 + [$1,000 x 10.00%] = $1,100.00

 

The total return on the investment of the Notes is 10.00%.

 

Example 2: The price of the reference asset increases from an initial price of USD1,664.00/troy ounce to a final price of USD2,412.80/troy ounce, resulting in a reference asset return of 45.00%.

 

Because the reference asset return is greater than -10% but exceeds the maximum return of 23.55%, the investor receives a payment at maturity of $1,235.50 per $1,000.00 principal amount Note, the maximum total payment on the Notes.

 

The total return on the investment of the Notes is 23.55% and subject to the maximum return.

 

Example 3: The price of the reference asset decreases from the initial price of USD1,664.00/troy ounce to a final price of USD1,580.80/troy ounce, resulting in a reference asset return of -5.00%.

 

Because the reference asset return is greater than -10%, the investor receives a payment at maturity of $950.00 per $1,000.00 principal amount Note, calculated as follows:

 

$1,000 + [$1,000 x Reference Asset Return]

 

$1,000 + [$1,000 x -5.00%] = $950.00

 

The total return on the investment of the Notes is -5.00%.

 

Example 4: The price of the reference asset decreases from the initial price of USD1,664.00/troy ounce to a final price of USD998.40/troy ounce, resulting in a reference asset return of -40.00%.

 

Because the reference asset return is less than or equal to -10%, the investor will receive 90% of the principal amount of the Notes.  Accordingly, the investor receives a payment at maturity of $900.00 per $1,000.00 principal amount Note.

 

The total return on the investment of the Notes is -10.00%.

 

 

Selected Purchase Considerations

 

·                  Market Disruption Events and Adjustments—The payment at maturity, the final valuation date, the maturity date, and the settlement price of the reference asset are subject to adjustment as described in the following sections of the prospectus supplement:

o                 For a description of what constitutes a market disruption event as well as the consequences of that market disruption event, see “Reference Assets—Commodities—Market Disruption Events Relating to Securities with a Commodity as the Reference Asset”; and

o                 For a description of further adjustments that may affect the reference asset, see “Reference Assets—Commodities—Discontinuation of Trading; Alteration of Method of Calculation”.

·                  Preservation of Capital at Maturity—You will receive at least 90% of the principal amount of your Notes if you hold your Notes to maturity, regardless of the performance of the reference asset.  Because the Notes are our senior unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due and is not guaranteed by any third party. For a description of risks with respect to the ability of Barclays Bank PLC to satisfy its obligations as they come due, see “Selected Risk Considerations—Credit of Issuer” in this pricing supplement.

 

PS-2



 

·                  Material U.S. Federal Income Tax Considerations— The material tax consequences of your investment in the Notes 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 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 the prospectus supplement.  In addition, this discussion applies to you only if you are an initial purchaser of the Notes; if you are a secondary purchaser of the Notes, the tax consequences to you may be different.

 

The following section is the opinion of our special tax counsel, Sullivan & Cromwell LLP, and it assumes that the description of the terms of the Notes in this pricing supplement is materially correct.  The Notes will be treated as debt instruments subject to special rules governing contingent payment debt instruments for United States federal income tax purposes.  Under these rules, if you are a U.S. individual or taxable entity, you generally will be required to accrue interest on a current basis in respect of the Notes over their term based on the comparable yield for the Notes and pay tax accordingly, even though you will not receive any payments from us until maturity.  This comparable yield is determined solely to calculate the amount on which you will be taxed prior to maturity and is neither a prediction nor a guarantee of what the actual yield will be.  In addition, any gain you may recognize on the sale or maturity of the Notes would be taxed as ordinary interest income and any loss you may recognize on the sale or maturity of the Notes would generally be ordinary loss to the extent of the interest you previously included as income in respect of the Notes and thereafter would be capital loss.  If you are a noncorporate holder, you would generally be able to use such ordinary loss to offset your income only in the taxable year in which you recognize the ordinary loss and would generally not be able to carry such ordinary loss forward or back to offset income in other taxable years.

 

If you purchase your Notes for an amount that differs from the principal amount of the Notes, you may be subject to special tax rules as described in “Certain U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes—Contingent Payment Debt Instruments” in the accompanying prospectus supplement (in particular, the rules that apply when a U.S. holder purchases a contingent payment debt instrument for an amount that differs from the adjusted issue price of that contingent payment debt instrument at the time of the purchase).  These rules are complex and therefore individuals are urged to consult their tax advisors regarding these rules.

 

For a further discussion of the tax treatment of your Notes, including information regarding obtaining the comparable yield for your Notes and the tax consequences to secondary purchasers of the Notes, please see the discussion under the heading “Certain U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes—Contingent Payment Debt Instruments” in the accompanying prospectus 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 (which would include debt of a foreign financial institution that is not regularly traded on an established securities market, and accordingly may include your Notes) as well as any of the following, 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.  The Internal Revenue Service has issued guidance exempting “specified foreign financial assets” held in a financial account from reporting under this provision (although the financial account itself, if maintained by a foreign financial institution, may remain subject to this reporting requirement).  Holders are urged to consult their tax advisors regarding the application of this legislation to their ownership of the Notes.

 

Non-U.S. Holders.  Barclays currently does not withhold on payments treated as interest to non-U.S. holders in respect of instruments such as the Notes.  However, if Barclays determines that there is a material risk that it will be required to withhold on any such payments, Barclays may withhold on any payments treated as interest at a 30% rate, unless you have provided to Barclays an appropriate and valid Internal Revenue Service Form W-8.  In addition, non-U.S. holders will be subject to the general rules regarding information reporting and backup withholding as described under the heading “Certain U.S. Federal Income Tax Considerations— Information Reporting and Backup Withholding” in the accompanying prospectus supplement.

 

Selected Risk Considerations

 

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the reference asset or any futures contracts relating to the reference asset.  These risks are explained in more detail in the “Risk Factors” sections of the prospectus supplement, including but not limited to the risk factors discussed under the following headings:

 

o                 “Risk Factors—Risks Relating to All Securities”;

 

PS-3



 

o                 “Risk Factors—Additional Risks Relating to Notes Which Pay No Interest”;

o                 “Risk Factors—Additional Risks Relating to Securities with a Maximum Return, Maximum Rate, Ceiling or Cap”;

o                 “Risk Factors—Additional Risks Relating to Notes Which Are Not Characterized as Being Fully Principal Protected or Are Characterized as Being Partially Protected or Contingently Protected”; and

o                 “Risk Factors—Additional Risks Relating to Securities with Reference Assets That Are Commodities, an Index Containing Commodities, Shares or Other Interests in an Exchange-Traded Fund Invested in Commodities or Based in Part on Commodities”.

 

In addition to the risks discussed under the headings above, you should consider the following:

 

·                  Your Investment in the Notes May Result in a Loss— The Notes are only 90% principal protected.  The return on the Notes at maturity is linked to the performance of the reference asset and will depend on whether, and the extent to which, the reference asset return is positive or negative.  Because the Notes are our senior unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due and is not guaranteed by any third party. For a description of risks with respect to the ability of Barclays Bank PLC to satisfy its obligations as they come due, see “Selected Risk Considerations—Credit of Issuer” in this pricing supplement.

·                  Your Maximum Gain on the Notes Is Limited to the Maximum Return—If the final price of the reference asset is greater than the initial price, for each $1,000 principal amount Note, you will receive at maturity $1,000 plus an additional amount that will not exceed a predetermined percentage of the principal amount, regardless of the appreciation in the reference asset, which may be significant.  We refer to this percentage as the maximum return, which is 23.55%.

·                  No Interest Payments—As a holder of the Notes, you will not receive interest payments.

·                  Certain Built-In Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity—While the payment at maturity described in this pricing supplement is based on the full principal amount of your Notes, the original issue price of the Notes includes the agent’s commission and the cost of hedging our obligations under the Notes through one or more of our affiliates.  As a result, the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC will be willing to purchase Notes from you in secondary market transactions will likely be lower than the original issue price, and any sale prior to the maturity date could result in a substantial loss to you.  The Notes are not designed to be short-term trading instruments.  Accordingly, you should be able and willing to hold your Notes to maturity.

·                  Lack of Liquidity—The Notes will not be listed on any securities exchange.  Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to offer to purchase the Notes in the secondary market but are not required to do so.  Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily.  Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes.

·                  Credit of Issuer — The Notes are senior 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 Notes depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due.  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 Notes.

·                  Potential Conflicts— We and our affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notes.  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 Notes.  In addition the Issuer is a member of the London Gold Market Fixing Ltd., which determines the settlement price of Gold that is used for the initial price of Gold on the pricing date and the final price of Gold on the final valuation date. Actions by the London Gold Market Fixing Ltd. may have an adverse effect on the price of Gold and therefore on the market value of the Notes. No member of the London Gold Market Fixing Ltd., including the Issuer, will have any obligations with respect to the amounts to be paid to you on the maturity date, or to consider your interests as an owner of Notes when it takes any actions that might affect the market value of the Notes.  Although the Issuer is a member of the London Gold Market Fixing Ltd., the Issuer has no ability to control or predict the actions of the London Gold Market Fixing Ltd. These actions could include errors in information disclosed by the London Gold Market Fixing Ltd. or any discontinuance by them of that disclosure. However, we may currently, or in the future, engage in business with the London Gold Market Fixing Ltd. and any member of the London Gold Market Fixing Ltd.  Neither we, nor any of our affiliates or any other member of the London Gold Market Fixing Ltd., assume any responsibility for the adequacy or accuracy of any publicly available information about Gold, whether the information is contained herein or otherwise. You should make your own investigation into Gold and the London Gold Market Fixing Ltd.

·                  Suitability of the Notes for Investment—You should reach a decision to invest in the Notes after carefully considering, with your advisors, the suitability of the Notes in light of your investment objectives and the specific information set out in this pricing supplement, the prospectus supplement, and the prospectus. Neither the Issuer nor Barclays Capital Inc. makes any recommendation as to the suitability of the Notes for investment.

·                  The Payment at Maturity on Your Notes is Not Based on the Price of Gold at Any Time Other than the Final Valuation Date —The reference asset return will be based solely on the settlement price of Gold on the final valuation date relative to the initial price (subject to adjustments as described in the prospectus supplement). Therefore, if the price of Gold

 

PS-4



 

drops precipitously on the final valuation date, the payment at maturity, if any, that you will receive for your Notes may be significantly less than it would otherwise have been had the payment at maturity been linked to the price of Gold at a time prior to such drop. Although the price of Gold on the maturity date or at other times during the life of your Notes may be higher than the settlement price of Gold on the final valuation date, you will not benefit from the price of Gold at any time other than on the final valuation date.

·                  Owning the Notes is not the Same as Owning Gold, Futures Contracts for Gold or Certain Other Commodity Related Contracts Directly — The return on your Notes will not reflect the return you would realize if you actually purchased Gold, futures contracts for Gold or exchange-traded or over-the-counter instruments based on the price of Gold. You will not have any rights that holders of such assets or instruments have.

 

·                  Prices of Commodities and Commodity Futures Contracts are Highly Volatile and May Change Unpredictably — Commodity prices are highly volatile and, in many sectors, have experienced unprecedented historical volatility in the past few years. Commodity prices are affected by numerous factors including: changes in supply and demand relationships (whether actual, perceived, anticipated, unanticipated or unrealized); weather; agriculture; trade; fiscal, monetary and exchange control programs; domestic and foreign political and economic events and policies; disease; pestilence; technological developments; changes in interest rates, whether through governmental action or market movements; monetary and other governmental policies, action and inaction; macroeconomic or geopolitical and military events, including political instability in some oil-producing countries; and natural or nuclear disasters. Those events tend to affect prices worldwide, regardless of the location of the event. Market expectations about these events and speculative activity also cause prices to fluctuate. These factors may adversely affect the performance of the reference asset and, as a result, the market value of the Notes and the payment you will receive on the Notes, if any.

 

Moreover, the prices of many of the commodities, particularly energy and agricultural commodities, reached historically high levels in 2009.  Since reaching such highs, prices have fallen precipitously, to approximately 25% of their historic highs, in some cases, and prices have experienced unprecedented volatility since that time.  In the case of many commodities, recent prices have also risen substantially, although they have not reached their historically high levels.  There is no assurance that prices will again reach their historically high levels or that volatility will subside.  It is possible that lower prices, or increased volatility, will adversely affect the performance of the reference asset and, as a result, the market value of the Notes.

 

·                  The Notes May Be Subject to Certain Risks Specific to Gold—Gold is a precious metal.  Consequently, in addition to factors affecting commodities generally that are described herein and in the prospectus supplement, a number of additional factors specific to precious metals, and in particular Gold, might cause price volatility.  These may include, among others:

 

o                 disruptions in the supply chain, from mining to storage to smelting or refining;

o                 adjustments to inventory;

o                 variations in production costs, including storage, labor and energy costs;

o                 costs associated with regulatory compliance, including environmental regulations;

o                 changes in industrial, government and consumer demand, both in individual consuming nations and internationally;

o                 precious metal leasing rates;

o                 currency exchange rates;

o                 level of economic growth and inflation; and

o                 degree to which consumers, governments, corporate and financial institutions hold physical gold as a safe haven asset (hoarding) which may be caused by a banking crisis/recovery, a rapid change in the value of other assets (both financial and physical) or changes in the level of geopolitical tension.

 

These factors interrelate in complex ways, and the effect of one factor may offset or enhance the effect of another factor and may adversely affect the market value of the Notes.

 

·                  Many Economic and Market Factors Will Impact the Value of the Notes—In addition to the price of the reference asset on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:

o                 the expected volatility of the reference asset;

o                 the time to maturity of the Notes;

o                 interest and yield rates in the market generally;

o                 a variety of economic, financial, political, regulatory or judicial events especially those affecting the price of Gold; and

o                 our creditworthiness, including actual or anticipated downgrades in our credit ratings.

 

Description of the Reference Asset

 

The official U.S. dollar cash buyer settlement price (the “settlement price”) that will be used for the initial price of Gold on the pricing date and the final price of Gold on the final valuation date will be determined as described below:

 

Where the reference asset is Gold, the afternoon Gold fixing price per troy ounce of Gold for delivery in London through a member of the London Bullion Market Association authorized to effect such delivery, stated in U.S. dollars, as calculated by the London Gold

 

PS-5



 

Market Fixing Ltd. and displayed on Reuters Screen page “GOFO” that displays prices effective on the pricing date and the final valuation date, as applicable. The members of The London Gold Market Fixing Limited consist of the Issuer, The Bank of Nova Scotia—Scotia Mocatta, Deutsche Bank AG London, Societe Generale Corporate & Investment Banking, and HSBC. The fix is carried out twice a day, at 10:30 a.m. and 3:00 p.m. London local time via telephone by the 5 members, and the applicable settlement price will be based on the 3:00 p.m. fix.  For reference purposes only, the settlement price of Gold on the pricing date and the final valuation date may be seen on GOLDLNPM on Bloomberg; provided, however, if there is any discrepancy between the prices specified published on Bloomberg and the prices determined by the calculation agent, the prices determined by the calculation agent shall prevail.

 

The settlement price of the reference asset on March 23, 2012 was US$1,664.00/troy ounce.

 

Historical Information

 

The following graph sets forth the historical performance of the reference asset based on the afternoon Gold fixing price per troy ounce of Gold for delivery in London through a member of the London Bullion Market Association as reported by Bloomberg, L.P on GOLDLNPM from January 2, 2002 through March 23, 2012.

 

We obtained the information below regarding GOLDLNPM from Bloomberg, L.P.  We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg, L.P.  The historical prices of the reference asset should not be taken as an indication of future performance, and no assurance can be given as to the settlement price of Gold on any day during the term of the Notes, including on the final valuation date.  We cannot give you assurance that the performance of the reference asset will result in the return of more than 90% of your initial investment, subject to the credit risk of the Issuer.

 

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

 

PS-6



 

Certain Employee Retirement Income Security Act Considerations

 

Your purchase of a Note in an Individual Retirement Account (an “IRA”), will be deemed to be a representation and warranty by you, as a fiduciary of the IRA and also on behalf of the IRA, that (i) neither the issuer, the placement agent nor any of their respective affiliates has or exercises any discretionary authority or control or acts in a fiduciary capacity with respect to the IRA assets used to purchase the Note or renders investment advice (within the meaning of Section 3(21)(A)(ii) of the Employee Retirement Income Security Act (“ERISA”)) with respect to any such IRA assets and (ii) in connection with the purchase of the Note, the IRA will pay no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA) and in connection with any redemption of the Note pursuant to its terms will receive at least adequate consideration, and, in making the foregoing representations and warranties, you have (x) applied sound business principles in determining whether fair market value will be paid, and (y) made such determination acting in good faith.

 

Supplemental Plan of Distribution

 

JPMorgan Chase Bank, N.A. and JPMorgan Securities LLC will act as placement agents for the Notes pursuant to separate placement agency agreements with the issuer and will receive a fee pursuant to its agreement that will not exceed $15.00 per $1,000 principal amount Note. JPMorgan Securities LLC may act on behalf of an affiliate and may reallow all or a portion of fees received in connection with the distribution of the Notes to such affiliate.

 

PS-7