BARCLAYS BANK PLC BARCLAYS CAPITAL (CAYMAN) LIMITED

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BARCLAYS BANK PLC BARCLAYS CAPITAL (CAYMAN) LIMITED Powered By Docstoc
					Final Terms

BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED
(Incorporated with limited liability in the Cayman Islands)

(Guaranteed by Barclays Bank PLC) £5,000,000,000 Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes Issue by Barclays Bank PLC of £20,000,000 Energy-Linked Capital Protected Investment Note due 2012 Series S205 Issue Price: 100% of par
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular (the Offering Circular) dated 6 April 2006, as supplemented and amended, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on Barclays Bank PLC (the Bank) and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing at the registered office of the Bank (1 Churchill Place, London E14 5HP) and at the specified office of the Principal Notes Agent (Trinity Tower, 9 Thomas More Street, London E1W 1YT) and copies may be obtained from those offices.

Barclays Capital
18 January 2007

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The Bank accepts responsibility for the information contained in these Final Terms. Each investor (a Noteholder) by purchasing the Notes shall be deemed to have made its own independent investigations and assessment of (i) the Notes, (ii) the Warrants into which the Notes may be exchanged (the Warrants), (iii) the Preference Shares for which the Warrants are exercisable (the Preference Shares and, together with the Notes and the Warrants, the Securities) and (iv) the index, commodity, fund or other underlying product to which the return on the Securities is linked (the Underlying) and the performance of the Underlying. Furthermore, neither the Bank nor Barclays Capital (Cayman) Limited (BCCL) is, and nor shall either of them be deemed to be, giving any assurances regarding the prospects or performance of the Underlying. Each investor by purchasing the Notes shall be deemed to acknowledge its understanding and acceptance on the date on which it purchases the Notes and so becomes a Noteholder that (a) it is acting for its own account and it has made its own independent decision to purchase the Notes or a direct or indirect interest (including by way of participation) in the Notes and as to whether such a holding is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary; (b) it is not relying on any communication (written or oral) of the Bank or any affiliate thereof as investment advice or as a recommendation to purchase the Notes or a direct or indirect interest (including by way of participation) in the Notes; (c) it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of holding the Notes and, if exchanged, the Warrants and, if exercised, the Preference Shares or a direct or indirect interest (including by way of participation) in the same; and (d) neither the Bank nor any affiliate thereof is acting as a fiduciary for or an adviser to it in respect of the Securities. Each Noteholder, by purchasing the Notes, acknowledges that it has read and understood the Offering Circular, including without limitation the risk factors set out in it. The distribution of this document and the offer of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Final Terms may come are required by the Bank to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in “Subscription and Sale” in the Offering Circular. In particular, the Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended (the Securities Act) and are subject to U.S. tax law requirements. Trading in such securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to U.S. persons, nor may any U.S. persons at any time trade or maintain a position in such securities.

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FINAL TERMS PART A FINAL TERMS RELATING TO THE NOTES Parties Note Issuer: Dealer and Stabilising Manager: Barclays Bank PLC Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 5BB Barclays Capital Securities Limited

Note Determination Agent: Provisions relating to the Notes 1. 2. Title of the Notes: (a) (b) 3. 4. Series: Tranche:

£20,000,000 Energy-Linked Capital Protected Investment Note due 2012 S205 1 Pounds Sterling (£)

Currency of the Notes: Aggregate principal amount of the Notes: (a) (b) Series: Tranche:

£20,000,000 £20,000,000 £1.00 (20,000,000 Notes) Uncertificated Registered Notes 18 January 2007 100 per cent. of par

5. 6. 7. 8.

Denomination and number of Notes: Form of Note: Note Issue Date: Note Issue Price:

Provisions relating to interest (if any) payable on the Note 9. 10. 11. Interest Basis: Provisions in relation to interest Amortisation Yield: Zero Coupon Not Applicable 0 per cent. per annum

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Provisions regarding redemption 12. 13. Note Maturity Date: Early Redemption following the occurrence of: (i) (ii) (iii) 14. 15. Change in Law: Hedging Disruption: Increased Cost of Hedging: Not Applicable Not Applicable Not Applicable Applicable The second Business Day after the Note Issuer Redemption Notice is received, provided that the Note Early Redemption Date must fall no later than two Business Days prior to the Note Maturity Date For the purpose of Condition 4.2 and 20 only, an amount in cash representing the fair market value of a Note, less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements, all as determined by the Note Determination Agent in its sole and absolute discretion. The Note Issuer Redemption Notice may be given at any time. A Note Issuer Redemption Notice received after the Note Redemption Notice Time on any day will be deemed received on the next following Business Day. £1.00 per Note 10:00 am Brussels time (in the case of Euroclear Bank), 11:00 am Brussels time (if delivered by EUCLID) or 10:00 am Luxembourg time (in the case of Clearstream, Luxembourg) Not Applicable 29 February 2012

Call Option: Note Early Redemption Date:

16.

Note Early Redemption Amount:

17.

Notice period:

18. 19.

Note Redemption Amount: Note Redemption Notice Time:

20.

Procedures for giving Note Issuer Redemption Notice and Noteholders’ Notice if other than as specified in Condition 5.2(ii): Procedure for giving Special Note Redemption Notice and Noteholders’ Notice if other than as specified in Condition 5.2(iii):

21.

Not Applicable

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22.

Warrants which may be purchased using the Note Redemption Amount:

20,000,000 Index Linked Warrants, Series WS205, issued by Barclays Capital (Cayman) Limited and guaranteed by Barclays Bank PLC. The Warrants are exercisable for Class 16T Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC. 22 February 2012

23. General 24. 25. 26. 27. 28. 29. 30.

Election Valuation Date:

Warrant Delivery Date: Additional Business Day Centres (Definition of Business Day): Additional Financial Centres (Definition of Payment Day): Other relevant Conditions: Additional Selling Restrictions: Total commission and concession: Relevant Clearing Systems:

As defined in Condition 21 None None Not Applicable None Not Applicable Euroclear and Clearstream, Luxembourg in relation to any delivery of Warrants. The Notes are Uncerficiated Registered Notes and accordingly there is no Relevant Clearing System in relation to them

Operational Information ISIN Code: Common Code: Other Codes: GB00B1MJY650 Not Applicable Sedol: BIMJY65

LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required to list and have admitted to trading the issue of the Notes described herein pursuant to the £5,000,000,000 Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes of Barclays Bank PLC.

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FINAL TERMS RELATING TO THE WARRANTS
Parties

1. 2. 3.

Warrant Issuer: Warrant Guarantor: Warrant Determination Agent:

Barclays Capital (Cayman) Limited Barclays Bank PLC Barclays Capital Securities Limited

Provisions relating to the Warrants 4. (a) (b) 5. Series: Tranche: WS205 1

Number of Warrants being issued: (a) (b) Series: Tranche: 20,000,000 20,000,000 18 January 2007 The issue price per Warrant is £1.00 per Warrant payable on 29 February 2012, subject to the Notes becoming due and repayable under Condition 20 of the Notes. If the Notes become so due and repayable, the Warrants will be cancelled and the Warrant Issue Price will no longer be payable. Class 16 T Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC Not Applicable Not Applicable An equity basket (the "Basket") comprised of weighted allocations of Gamesa Corp Technologica (GAM SM), FPL Group (FPL US), Scottish & Southern Energy PLC (SSE LN), Iberdrola SA (IBE SM), Fortum OYJ (FUM1V FH), Archers-Daniels-Midland Co (ADM US), Praxair Inc (PX US) and Air Products & Chemicals Inc (APD US). Not Applicable Not Applicable Not Applicable

6. 7.

Warrant Issue Date: Warrant Issue Price:

8.

Preference Shares for which the Warrants may be exercised: Index: Index Sponsor: Share:

9. 10. 11.

12. 13. 14.

Share Company: Exchange: Tender Offer:

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15.

Warrant Exercise Price:

The Warrant Exercise Price for each Warrant will be an amount equal to: 5 - Basket Performance*EIL/(PML*Exp(-Div*Time)) Basket Level means, in respect of each Business Day, an amount calculated by the Determination Agent as the sum of the official closing price of each of the Shares multiplied by their respective Weighting. Basket Performance means: 1+(100%*MAX(Ff/Fi-1000%,0)) Div means the Index dividend yield expressed as a continuously compounded annual rate from, and including, the Plan Maturity Date to, and including, the Warrant Exercise Date as determined by the Warrant Determination Agent, in its sole and absolute discretion. Election Valuation Date means 22 February 2012 or, if such day is not a Business Day, the immediately following Business Day. Exercise Index Level or EIL means the closing level of the basket on the Warrant Exercise Valuation Date. Final Index Level or Ff means the arithmetic average of the closing level of the basket on the 22nd calendar day of each month from and including 22 February 2011 to and including the Election Valuation Date (each a Relevant Day), provided that if, in any such month, the Relevant Day is not an Index Business Day, the Relevant Day for that month shall be the Index Business Day immediately following the tenth calendar day of the month. Initial Basket Level or Fi means the closing level of the basket on Initial Valuation Date. Initial Valuation Date means 22 February 2007. Plan Maturity Date means 22 February 2012 or, if such day is not an Business Day, the immediately following Business Day. Plan Maturity Level or PML means the closing level of the basket on the Plan Maturity Date. Time means the period (expressed in years or fractions of a year (as the case may be)) in years from, and including, the Plan Maturity Date to, and including, the Warrant Exercise Valuation Date.

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Warrant Exercise Valuation Date means the last day before the Warrant Exercise Date on which the closing level of the Index is calculated and disseminated by the Sponsor. The Warrant Exercise Price of each Warrant will constitute the issue price of the relevant Preference Share. If it appears that the Warrant Exercise Price may be a negative number as determined in accordance with the formula set out above, the Warrant Determination Agent shall, in its sole and absolute discretion, adjust the Warrant Exercise Price and the redemption amount per Preference Share so as to ensure that the Warrant Exercise Price per Warrant exercised is not a negative number. Weighting of each Underlying comprising the basket is equal (12.50%). 16. Warrant Exercise Date: 07 March 2012, provided that, if such date is not an Exercise Business Day, the Warrant Exercise Date shall be the immediately succeeding Exercise Business Day. 07 March 2012 or, if such day is not a Business Day, the immediately following Business Day. The Entitlement will be delivered through the Relevant Clearing System The Guaranteed Cash Settlement Amount (as defined in Condition 3) will be calculated by the Warrant Determination Agent in its sole and absolute discretion Euroclear and Clearstream, Luxembourg Not Applicable

17. 18. 19.

Warrant Settlement Date: Method of Delivery: Guaranteed Cash Settlement Amount: Relevant Clearing Systems: Other Conditions:

20. 21.

_________________________________________________________________________________

ISIN Number: Common Code:

KYG5475H7793 28231385

__________________________________________________________________________________

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FINAL TERMS RELATING TO THE PREFERENCE SHARES

1. 2. 3. 4.

Preference Share Class: Preference Share Redemption Amount: Preference Share Redemption Date: Warrant Settlement Date: KYG5475H7876 28231482

Class 16T £5 * (1 + Share Increase) 18 March 2013 The date defined as such in the Warrant Final Terms

__________________________________________________________________________________

ISIN Number: Common Code:

__________________________________________________________________________________

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PART B 1. LISTING (i) Listing of the Notes: London Application has been made for the Notes to be admitted to trading on the London Stock Exchange with effect from 18 January 2006. No application has been or will be made to list or admit to trading the Warrants and the Preference Shares on any stock exchange or market. 2. RATINGS Ratings of the Notes: The Notes to be issued have been rated: S & P: Moody's: AA Aa1

(ii) Admission to trading of the Notes:

An obligation rated 'AA' by S & P indicates that the obligor's capacity to meet its financial commitment on the obligation is very strong. An obligation rated Aa1 by Moody’s indicates an obligation which is of high quality and is subject to very low credit risk. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category. 3. NOTIFICATION Not Applicable 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE NOTE ISSUE Save for any fees payable to the Dealer, so far as the Bank is aware, no person involved in the issue of the Notes has an interest material to the offer. 5. YIELD OF THE NOTES (Fixed Rate Notes only) Indication of yield: 6. Not Applicable

HISTORIC INTEREST RATES (Floating Rate Notes only) Not Applicable

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7.

PERFORMANCE OF THE INDEX, EXPLANATION OF EFFECT ON VALUE OF THE SECURITIES AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING In certain circumstances (including at the Note Issuer’s option or for reasons of illegality) the Notes may be redeemed early. In such cases, the amount payable will be an amount in cash which shall be the fair market value of a Note less the cost to the Note Issuer and/or its affiliates of unwinding any underlying hedging arrangements, all as determined by the Note Determination Agent in its sole and absolute discretion. If the Warrants cannot be delivered through the clearing systems because of a continuing Settlement Disruption Event, the Note Issuer may deliver the Warrants in another commercially reasonable manner or may instead pay an amount in cash representing the fair market value of the Warrant less the cost to the Note Issuer and/or its affiliates of unwinding any underlying hedging arrangements, all as determined by the Note Determination Agent in its sole and absolute discretion. In the case of an early termination, the Noteholder will not receive the full benefit of any increase in the Index that takes place after the early termination and before the Election Valuation Date. It is also possible that the Warrants could be terminated early for reasons of illegality. In such a case, the Warrant Issuer will pay to each Warrantholder an amount in respect of each Warrant held by such holder, which amount shall be the fair market value of a Warrant notwithstanding such illegality less the cost to the Warrant Issuer and/or its affiliates of unwinding any underlying related hedging arrangements plus, if already paid by or on behalf of the Warrantholder, the Warrant Exercise Price, all as determined by the Warrant Determination Agent in its sole and absolute discretion. If the Preference Shares cannot be delivered through the clearing systems because of a continuing Settlement Disruption Event, BCCL may deliver the Preference Shares in another commercially reasonable manner or may instead pay an amount in cash representing the fair market value of the Preference Share less the cost to the Warrant Issuer and/or its affiliates of unwinding any underlying hedging arrangements, all as determined by the Warrant Determination Agent in its sole and absolute discretion. Investors should note that the Note Determination Agent and the Warrant Determination Agent are entities in the same group as the Note Issuer and the Warrant Issuer, respectively, and may therefore be subject to conflicts of interest in performing their respective duties under the Notes and the Warrants.

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REGISTERED OFFICE OF BARCLAYS BANK PLC 1 Churchill Place London E14 5HP REGISTERED OFFICE OF BARCLAYS CAPITAL (CAYMAN) LIMITED c/o Barclays Private Bank & Trust (Cayman) Limited P.O. Box 487 George Town Grand Cayman British West Indies PRINCIPAL NOTES AGENT AND PRINCIPAL WARRANTS AGENT JPMorgan Chase Bank, N.A. Trinity Tower 9 Thomas More Street London E1W 1YT NOTE DETERMINATION AGENT AND WARRANT DETERMINATION AGENT Barclays Capital Securities Limited 5 The North Colonnade Canary Wharf London E14 4BB

LEGAL ADVISERS in respect of English law Allen & Overy LLP One New Change London EC4M 9QQ in respect of Cayman Islands law Maples and Calder P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman Cayman Islands

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