FWP 1 dfwp.htm FREE WRITING PROSPECTUS - FLOATING RATE NOTES LINKED TO 10Y CMS RATE Free Writing Prospectus - Floating Rate Notes linked to 10Y CMS Rate

Free Writing Prospectus

(To the Prospectus dated February 10, 2009 and

Prospectus Supplement dated February 10, 2009)

  

Filed Pursuant to Rule 433

Registration No. 333-145845

May 13, 2009

 

LOGO

  

$[]

 

100% Principal Protected Floating Rate Notes linked to the 10 Year CMS

Rate Due May 2014

 

Medium-Term Notes, Series A

As further described below, interest will accrue on the Notes from the first year to the Maturity Date, at a variable rate per annum equal to the 10-Year CMS Rate plus the greater of (i) the 10-Year CMS Rate minus [4.50%] and (ii) 0.00%., in each case, as determined and reset quarterly, subject to a maximum coupon of [20.00]% per annum.

 

Key Terms:    Terms used in this free writing prospectus, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.
Issuer:     Barclays Bank PLC (Rated AA–/Aa3)
Principal Amount:    $ [TBD]
Trade Date:    [TBD]
Issue Date:    [May 28, 2009]
Maturity Date:    [May 28, 2014]
Denominations:    Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof.
Reference Rate:    10-Year CMS Rate means for any Interest Reset Date, the rate for U.S. Dollar swaps with a maturity of 10 years, expressed as a percentage, which appears on Reuters Screen ISDAFIX1 or any successor page under the heading “10YR” as of 11:00 a.m., New York City time, on the related CMS Determination Date. If such rate does not appear on Reuters Screen ISDAFIX1 on any CMS Determination Date, the rate for the related Interest Reset Date shall be determined on such CMS Determination Date as if the parties had specified “CMS Rate” as the applicable rate, as described under “Reference Assets—Floating Interesting Rate—CMS Rate” in the prospectus supplement.
Principal Protection:    100% if held to the Maturity Date
Interest Rate:   

A rate per annum calculated as the lesser of

 

(a) the 10-Year CMS Rate plus the greater of (i) the 10-Year CMS Rate minus [4.50]% and (ii) 0.00%

 

(b) Interest Rate Cap

 

The minimum Interest Rate for any Interest Period shall be 0.00% per annum.

Interest Rate Cap:    [20.00]% per annum.
CMS Determination Date:    Two Business Days prior to the relevant Interest Reset Date
Interest Period:    The initial Interest Period will begin on, and include, the Issue Date and end on, but exclude, the first Interest Payment Date. Each subsequent Interest Period will begin on, and include, the Interest Payment Date for the preceding Interest Period and end on, but exclude, the next following Interest Payment Date. The final Interest Period will end on, but exclude, the Maturity Date.
Interest Payment Dates:    The 28th day of February, May, August, and November in each year, commencing on (and including) August 28, 2009
Interest Reset Dates:    For each Interest Period, the first day of such Interest Period
Day Count Convention:    30/360
Business Day Convention:    Modified Following (with no adjustment for Interest Period end dates)
Payment at Maturity:    You will receive at maturity, 100% of the principal amount of your Notes plus any accrued and unpaid interest.
Calculation Agent:    Barclays Bank PLC
Business Day:    New York
CUSIP/ISIN:    [TBD]

 

The Notes are expected to carry the same rating as the Medium-Term Notes Program, Series A. For further information regarding the ratings assigned to the Medium-Term Notes Program, Series A, see “Program Credit Rating” below.

Investing in the Notes involves a number of risks. See “Risk Factors” beginning on page S-5 of the prospectus supplement and “Selected Risk Considerations” beginning on page FWP-3 of this free writing prospectus.

 

   

Price to Public*

 

Agent’s Commission(1)

 

Proceeds to Barclays Bank PLC(1)

Per Note

  100.00%   []%   []%

Total

  $[]   $[]   $[]

 

(1) The Notes will be sold to certain brokers or dealers at a discount from the initial public offering price of up to the percentage and total amount set forth here. Accordingly, the percentage and total proceeds to Issuer listed herein is the minimum amount of proceeds that Issuer receives.
* Variable Price Offer. The Notes are being sold in one or more negotiated transactions, at prices that may be different than par, and such sales may occur at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Notes may be sold at a discount and the redemption price may equal 100.00% or some other percentage of par.

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PROGRAM CREDIT RATING

The Notes are issued under the Medium-Term Notes Program, Series A (the “Program”). The Notes are expected to carry the rating of the Program, which is rated AA– by Standard & Poor’s, a division of the McGraw-Hill Companies, Inc. (“S&P”), and will be rated Aa3 by Moody’s Investor Services, Inc. (“Moody’s”). An AA– rating from S&P generally indicates that the issuer’s capacity to meet its financial commitment on the obligations arising from the Program is very strong. An Aa3 rating by Moody’s indicates that the Program is currently judged by Moody’s to be an obligation of high quality and is subject to very low credit risk. The credit rating is a statement of opinion and not a statement of fact and is subject to downward revisions, suspension or withdrawal at any time by the assigning rating agency. The rating (1) does not take into account market risk or the performance-related risks of the investment (including, without limitation, the risks associated with the potential negative performance of any reference asset to which the Notes are linked) and (2) is not a recommendation to buy, sell or hold securities.

GENERAL TERMS FOR THE NOTES

The Notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities of Barclays Bank PLC 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.

Investing in the Notes involves a number of risks. See “Risk Factors” beginning on page S-5 of the prospectus supplement and “Selected Risk Factors” below. We urge you to consult your investment, legal, tax, accounting and other advisers and to invest in the Notes only after you and your advisors have carefully considered the suitability of an investment in the Notes in light of your particular circumstances.

Barclays Bank PLC has filed a registration statement (including a prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus dated February 10, 2009, the prospectus supplement dated February 10, 2009, and other documents Barclays Bank PLC has filed with the SEC for more complete information about Barclays Bank PLC and this offering. Buyers should rely upon the prospectus, prospectus supplement, and any relevant free writing prospectus or pricing supplement for complete details. You may get these documents and other documents Barclays Bank PLC has filed for free by visiting EDGAR on the SEC website at www.sec.gov, and you may also access the prospectus and prospectus supplement through the links below:

 

   

Prospectus dated February 10, 2009:

http://www.sec.gov/Archives/edgar/data/312070/000119312509023285/dposasr.htm

 

   

Prospectus Supplement dated February 10, 2009:

http://www.sec.gov/Archives/edgar/data/312070/000119312509023309/d424b3.htm

Our Central Index Key, or CIK, on the SEC website is 1-10257.

Alternatively, Barclays Bank PLC or any agent or dealer participating in this offering will arrange to send you the prospectus, prospectus supplement and final pricing supplement (when completed) and this free writing prospectus if you request it by calling your Barclays Bank PLC sales representative, such dealer or 1-888-227-2275 (Extension 1101). A copy of the prospectus may be obtained from Barclays Capital, 200 Cedar Knolls Road, Building E, 4th Floor—Attn: US Syndicate Operations, Whippany, NJ 07981.

You may revoke your offer to purchase the Notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

As used in this term sheet, the “Company,” “we,” “us,” or “our” refers to Barclays Bank PLC.

 

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SELECTED RISK FACTORS

An investment in the Notes involves significant risks not associated with an investment in conventional floating rate or fixed rate medium term notes. You should read the risks summarized below in connection with, and the risks summarized below are qualified by reference to, the risks described in more detail in the “Risk Factors” section beginning on page S-5 of the prospectus supplement. We urge you to consult your investment, legal, tax, accounting and other advisers and to invest in the Notes only after you and your advisors have carefully considered the suitability of an investment in the Notes in light of your particular circumstances.

 

   

Reference Rate / Interest Payment Risk—Investing in the Notes is not equivalent to investing in securities directly linked to the Reference Rate. The Interest Rate is a rate per annum equal to the lesser of (a) the Reference Rate plus the greater of (i) the Reference Rate minus a fixed rate of [4.50]%; and (b) the Interest Rate Cap of [20.00]% and will be subject to minimum Interest Rate of 0.00%. As a result, the amount of interest payable on the Notes is dependent on whether, and the extent to which, the Reference Rate (which is the 10-Year CMS Rate) is greater than zero on the CMS Determination Date applicable to the relevant Interest Period. There is a risk that the 10 Year CMS, determined on any CMS Determination Date, may be zero, in which event no interest will be payable on the next succeeding Interest Payment Date. If the Reference Rate is equal to zero on every CMS Determination Date, then you will not receive interest payments on any Interest Payment Date. Moreover interest payments on the Notes will be capped at a rate of [20.00]% per annum. Thus the yield on the notes may be less than the yield on a similar security based on Reference Rate that is not subject to an interest rate cap.

 

   

Issuer Credit RiskYou will receive at least 100% of the principal amount of your Notes if you hold your Notes to the Maturity Date, regardless of the performance of the Reference Rate. 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.

 

   

Certain Built-In Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity—Although you will not receive less than the principal amount of the Notes if you hold the Notes to maturity, the 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, assuming no change in market conditions or any other relevant factor, the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC will be willing to purchase Notes from you in secondary market transactions will likely be lower than the Issue Price, and any sale prior to the Maturity Date could result in a substantial loss to you.

 

   

Lack of Liquidity—The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.

 

   

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.

 

   

Many Economic and Market Factors Will Impact the Value of the Notes—In addition to the level of the Reference Rate 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:

 

   

the expected volatility of the Reference Rate;

 

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the time to maturity of the Notes;

 

   

interest and yield rates in the market generally;

 

   

a variety of economic, financial, political, regulatory or judicial events; and

 

   

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

EXAMPLE INTEREST RATE AND INTEREST PAYMENT CALCULATIONS

The following table illustrates how the hypothetical Interest Rates and the hypothetical interest payments would be calculated for every $1,000 principal amount of Note subject to a hypothetical Interest Rate Cap of 20.00%. All of the hypothetical Interest Rates set forth below are for illustrative purposes only. The actual interest payment will depend on the actual level of the Reference Rate on each CMS Determination Date and the spread to the 10-Year CMS Rate, which we have assumed, for purposes of these examples, to be 4.50%. The applicable Interest Rate for each Interest Period will be determined on a per-annum basis but will apply only to that Interest Period. We have further assumed that the Notes will pay interest quarterly, and that interest payments will be calculated using a 30/360 day count basis (such that the applicable day count fraction for the quarterly-annual interest payment for the Interest Period will be 90/360). These values and assumptions have been chosen arbitrarily for the purpose of these examples, and should not be taken as indicative of the future performance of the Reference Rate. The numbers appearing in the following table and examples have been rounded for ease of analysis.

 

Hypothetical

10 Year CMS Rate

 

Hypothetical Interest

Rate (Per Annum)

 

Hypothetical Quarterly

Interest Payment

0.00%   0.00%   $0.00
3.00%   3.00%   $7.50
5.00%   5.50%   $13.75
7.00%   9.50%   $23.75
9.00%   13.50%   $33.75
11.00%   17.50%   $43.75
13.00%   20.00%   $50.00
15.00%   20.00%   $50.00

Hypothetical Examples of Interest Payments

The following examples illustrate how the interest rates set forth in the table above are calculated.

Example 1: Based on a hypothetical 10-Year CMS Rate of 3.00%, the interest payable for the relevant Interest Payment Date is calculated as follows:

Step 1: Calculate the interest rate (per annum)

The per annum Interest Rate for the relevant Interest Period equals the 10-Year CMS Rate of 3.00% plus the greater of (i) the 10-Year CMS Rate minus 4.50% and (ii) 0.00% subject to an Interest Rate Cap of 20.00%. Given that 3.00% minus 4.50% is less than zero, the Interest Rate for the relevant Interest Payment Date shall be 3.00%.

Step 2: Calculate the quarterly Interest Payment for the Relevant Interest Period

The amount of interest payment for the relevant Interest Period equals (i) the product of the principal amount and the interest multiplied by (ii) the applicable day count fraction on a 30/360 basis. No adjustments will be made in the event an Interest Reset Date or an Interest Payment Date is not a Business Day. The interest payment for this Interest Period is zero, calculated as follows:

$1,000 x 3.00% x 90/360 = $7.50

Example 2: Based on a hypothetical 10-Year CMS Rate of 7.00%, the interest payable for the relevant Interest Payment Date is calculated as follows:

Step 1: Calculate the interest rate (per annum)

The per annum Interest Rate for the relevant Interest Period equals the 10-Year CMS Rate of 7.00% plus the greater of (i) the 10-Year CMS Rate minus 4.50% and (ii) 0.00% subject to an Interest Rate Cap of 20.00%. Given that 7.00% minus 4.50% is greater than zero, the Interest Rate for the relevant Interest Payment Date shall be 7.00% plus 2.50% which equals 9.50%.

 

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Step 2: Calculate the quarterly Interest Payment for the Relevant Interest Period

The amount of interest payment for the relevant Interest Period equals (i) the product of the principal amount and the interest multiplied by (ii) the applicable day count fraction on a 30/360 basis. No adjustments will be made in the event an Interest Reset Date or an Interest Payment Date is not a Business Day. The interest payment for this Interest Period with a hypothetical Interest Rate of 7.00% is $35.00 for every $1,000 principal amount of Notes, calculated as follows:

$1,000 x 9.50% x 30/360 = $23.75

Example 3: Based on a hypothetical 10-Year CMS Rate of 13.00%, the interest payable for the relevant Interest Payment Date is calculated as follows

Step 1: Calculate the interest rate (per annum)

The per annum Interest Rate for the relevant Interest Period equals the 10-Year CMS Rate of 13.00% plus the greater of (i) the 10-Year CMS Rate minus 4.50% and (ii) 0.00% subject to an Interest Rate Cap of 20.00%. Given that 13.00% minus 4.50% is greater than zero and 13.00% plus 13.00% minus 4.50% is greater than the Interest Rate Cap of 20.00%, the Interest Rate for the relevant Interest Payment Date shall be 20.00% (equal to the Interest Rate Cap).

Step 3: Calculate the quarterly Interest Payment for the Relevant Interest Period

The amount of interest payment for the relevant Interest Period equals (i) the product of the principal amount and the interest multiplied by (ii) the applicable day count fraction on a 30/360 basis. No adjustments will be made in the event an Interest Reset Date or an Interest Payment Date is not a Business Day. The interest payment for this Interest Period with a hypothetical Interest Rate of 20.00% is $50.00 for every $1,000 principal amount of Notes, calculated as follows:

$1,000 x 20.00% x 90/360 = $50.00

 

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion (in conjunction with the discussion in the prospectus supplement) summarizes certain of the material U.S. federal income tax consequences of the purchase, beneficial ownership, and disposition of Notes. We intend to treat the Notes as variable rate debt instruments subject to taxation as described 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—Variable Rate Debt Instruments” in the prospectus supplement. Pursuant to the terms of the Notes, you agree to treat the Notes consistent with our treatment for all U.S. federal income tax purposes.

Because there are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as those of the Notes, other characterizations and treatments are possible. As a result, the timing and character of income in respect of the Notes might differ from the treatment described above. For example, it is possible that the Notes should be treated as “contingent payment debt instruments” as described under “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 prospectus supplement.

PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES.

 

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HISTORICAL INFORMATION

The following graph shows for illustrative purposes the 10-Year CMS Rate in effect from January 1, 2004 through May 13, 2009; the Interest Rate payable on any Interest Payment Date for the Notes, however, will be determined based on the 10-Year CMS Rate in effect on the CMS Determination Date for the related Interest Period. The historical experience of the 10-Year CMS Rate should not be taken as an indication of the future performance of such rate during the term of the Notes. Fluctuations in the level of the 10-Year CMS Rate make the Notes’ effective Interest Rate difficult to predict and can result in effective Interest Rates to investors that are lower than anticipated. In addition, historical interest rates are not necessarily indicative of future interest rates. Fluctuations in interest rates and interest rate trends that have occurred in the past are not necessarily indicative of fluctuations that may occur in the future, which may be wider or narrower than those that have occurred historically.

LOGO

 

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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

We have agreed to sell to Barclays Capital Inc. (the “Agent”), and the Agent has agreed to purchase from us, the principal amount of the Notes at the price specified on the cover of this free writing prospectus. The Agent is committed to take and pay for all of the Notes, if any are taken. JPMorgan Chase Bank, N.A. and JPMorgan Securities Inc. will act as placement agents for the Notes and will receive a fee from the us that would not exceed $xx per $1,000 principal amount Note.

Delivery of the Notes of will be made against payment for the Notes more than three business days following the pricing date for the Notes (that is, the Notes will have a settlement cycle that is longer than “T+3”). For considerations relating to an offering of Notes with a settlement cycle longer than T+3, see “Plan of Distribution” in the prospectus supplement.

 

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