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Barclays, Base Prospectus 2006

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- 40 - Part D<br />

Important Notice<br />

IMPORTANT NOTICE<br />

This <strong>Base</strong> <strong>Prospectus</strong> should be read and construed with any amendment or supplement hereto and with<br />

any other documents incorporated by reference and, in relation to any issue of Notes, with the relevant<br />

Final Terms.<br />

The Managers (as defined under "Subscription and Sale" excluding the Issuer) have not independently<br />

verified the information contained herein. Accordingly, no representation, warranty or undertaking,<br />

express or implied, is made and no responsibility or liability is accepted by the Managers as to the<br />

accuracy or completeness of the information contained in this <strong>Base</strong> <strong>Prospectus</strong> or any other information<br />

provided by the Issuer in connection with the Programme.<br />

No person has been authorised by the Issuer to issue any statement which is not consistent with or not<br />

contained in this document, any other document entered into in relation to the Programme or any<br />

information supplied by the Issuer or any information as in the public domain and, if issued, such<br />

statement may not be relied upon as having been authorised by the Issuer or the Managers.<br />

The distribution of the <strong>Base</strong> <strong>Prospectus</strong> and any Final Terms and any offering material relating to the<br />

Notes and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law.<br />

Nobody may use this <strong>Base</strong> <strong>Prospectus</strong> or any Final Terms for the purpose of an offer or solicitation if<br />

in any jurisdiction such use would be unlawful. In particular, this document may only be<br />

communicated or caused to be communicated in the United Kingdom in circumstances in which section<br />

21(1) of the Financial Services and Markets Act 2000 does not apply. Additionally, Notes issued under<br />

this Programme will not be registered under the United States Securities Act of 1933, as amended, and<br />

will include Notes in bearer form that are subject to U.S. tax law requirements. Therefore, subject to<br />

certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S.<br />

persons.<br />

For a more detailed description of some restrictions, see "Subscription and Sale".<br />

Neither this <strong>Base</strong> <strong>Prospectus</strong> nor any Final Terms constitute an offer to purchase any Notes and should<br />

not be considered as a recommendation by the Issuer or the Managers that any recipient of this <strong>Base</strong><br />

<strong>Prospectus</strong> or any Final Terms should purchase any Notes. Each such recipient shall be taken to have<br />

made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer (see<br />

"Risk Factors").<br />

In connection with the issue and distribution of any Tranche of Notes under the Programme, the<br />

Managers (if any) who are specified in the relevant Final Terms as the stabilising managers (or persons<br />

acting on its behalf) may over-allot Notes (provided that the aggregate principal amount/total number<br />

of Notes allotted does not exceed 105 per cent. of the aggregate principal amount/total number of the<br />

Notes) or effect transactions with a view to supporting the market price of the Notes at a level higher<br />

than that which might otherwise prevail. However, there is no assurance that such Managers (or any<br />

person acting on its behalf) will undertake stabilisation action. Any stabilisation action may begin at<br />

any time after the adequate public disclosure of the Final Terms of the offer of Notes and, if begun,<br />

may be ended at any time, but it must end no later than the earlier of 30 days after the Issue Date and<br />

60 days after the date of the allotment of the Notes.<br />

Any such stabilisation action so taken will be, in all material respects, permitted by or otherwise<br />

in accordance with all relevant requirements applicable to such actions in the jurisdictions where<br />

such actions are effected (including rules and other regulatory requirements governing any stock<br />

exchange where such Notes are listed).

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