Barclays, Base Prospectus 2006
Barclays, Base Prospectus 2006
Barclays, Base Prospectus 2006
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- 164 -<br />
If the Final Terms for Notes of any Series indicates that Type 2 U.S. Commodities<br />
Restrictions apply, the U.S. Commodities Restrictions will be as follows:<br />
Trading in the Notes has not been approved by the U.S. Commodity Futures Trading<br />
Commission under the U.S. Commodity Exchange Act. The Notes may not at any time be<br />
offered, sold or delivered in the United States or to, or for the account or benefit of, U.S.<br />
persons, nor may any U.S. person at any time trade or maintain a position in the Notes. The<br />
redemption of a Note or the payment of the Redemption Amount, Early Redemption Amount<br />
or other similar amount on redemption of a Note will be conditional on certification as to<br />
non-U.S. beneficial ownership.<br />
The Manager has represented and agreed (and each additional Manager named in the relevant<br />
Final Terms will be required to represent and agree) (a) that it has not acquired, and will not at<br />
any time acquire, any Notes for the account or benefit of any U.S. person and (b) that it has<br />
not offered, sold, traded or delivered, and will not at any time offer, sell, trade or deliver, any<br />
Notes, whether acquired in connection with the distribution of the Notes or otherwise, in the<br />
United States or to, or for the account or benefit of, U.S. persons.<br />
Terms in the two immediately preceding paragraphs not otherwise defined have the meanings<br />
given to them by Regulation S.<br />
Each issue of index- or currency-linked Notes shall be subject to such additional U.S. selling<br />
restrictions as the Issuer and the relevant Manager may agree as a term of the issue and purchase of<br />
such Notes, which additional selling restrictions shall be set out in the Final Terms. The Manager has<br />
represented and agreed (and each additional Manager will be required to represent and agree) that it<br />
shall offer, sell and deliver such Notes only in compliance with such additional U.S. selling restrictions.<br />
European Union<br />
In relation to each Member State of the European Economic Area which has implemented the<br />
<strong>Prospectus</strong> Directive (each, a "Relevant Member State"), the Manager represents and agrees, and each<br />
further Manager appointed under the Programme will be required to represent and agree, that with<br />
effect from and including the date on which the <strong>Prospectus</strong> Directive is implemented in that Relevant<br />
Member State (the "Relevant Implementation Date") it has not made and will not make an offer of<br />
Notes to the public in that Relevant Member State except that it may, with effect from and including<br />
the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State:<br />
(i) in (or in Germany, where the offer starts within) the period beginning on the date of<br />
publication of a prospectus in relation to those Notes which has been approved by the<br />
competent authority in that Relevant Member State or, where appropriate, approved in<br />
another Relevant Member State and notified to the competent authority in that Relevant<br />
Member State, all in accordance with the <strong>Prospectus</strong> Directive and ending on the date which is<br />
12 months after the date of such publication;<br />
(ii) at any time to legal entities which are authorised or regulated to operate in the financial<br />
markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in<br />
securities;<br />
(iii) at any time to any legal entity which has two or more of (1) an average of at least 250<br />
employees during the last financial year; (2) a total balance sheet of more than €43,000,000<br />
and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or<br />
consolidated accounts; or<br />
(iv) at any time in any other circumstances which do not require the publication by the Issuer of a<br />
prospectus pursuant to Article 3 of the <strong>Prospectus</strong> Directive.<br />
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any<br />
Notes in any Relevant Member State means the communication in any form and by any means of<br />
sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor<br />
to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any<br />
measure implementing the <strong>Prospectus</strong> Directive in that Member State and the expression "<strong>Prospectus</strong>