FACE Physicians Formula Holdings, Inc. (MM)

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		$1,500,000		$204.60

 

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

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Pricing Supplement dated December 10, 2012 (To the Prospectus dated August 31, 2010, the Prospectus Supplement dated May 27, 2011 and Index Supplement dated May 31, 2011)		Filed Pursuant to Rule 424(b)(2) Registration No. 333-169119

 

		$1,500,000   Buffered Super Track SM Notes due December 14, 2017 Linked to the Performance of a Basket of Asian Equity Indices   Global Medium-Term Notes, Series A, No. E-7654

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

Investing in the Notes involves a number of risks. See “Risk Factors” beginning on page S-5 of the prospectus supplement, “Risk Factors” beginning on page IS-2 of the index supplement and “ Selected Risk Considerations ” beginning on page PS-7 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.

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.

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 August 31, 2010 and the index supplement dated March 16, 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 and the index 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):

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

http://www.sec.gov/Archives/edgar/data/312070/000119312510201604/d424b3.htm

http://www.sec.gov/Archives/edgar/data/312070/000119312511068935/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.

HYPOTHETICAL EXAMPLES (PER 1,000 PRINCIPAL AMOUNT NOTE)

Illustrative Calculations of Basket Component Returns, Basket Value Contributions, Basket Performance and Payment at Maturity

The following example sets forth the methodology used to calculate the Basket Component Return of each Basket Component, the Basket Value Contribution of each Basket Component and the Basket Performance. The numbers set forth in the following example, which have been rounded for ease of reference, are purely hypothetical and are provided for illustrative purposes only and do not relate to the actual Initial Value of any Basket Component on the Basket Initial Valuation Date or the Final Value of any Basket Component on the Basket Final Valuation Date. We cannot predict the Basket Component Returns of any of the Basket Components or the Basket Performance.

This example assumes the Initial Values, Final Values and weights of the Basket Components as indicated below, and a Buffer Percentage of 25.00%.

PS–3

Step 1: Calculate the Basket Component Return of each Basket Component.

As the table above demonstrates, the Basket Component Return for each Basket Component will be equal to the performance of the Basket Component from its Initial Value to its Final Value, calculated as follows:

Final Value – Initial Value

Initial Value

Step 2: Calculate the Basket Value Contribution of each Basket Component.

As the table above demonstrates, the Basket Value Contribution for each Basket Component will be equal to the weight of such Basket Component times the Basket Component Return of such Basket Component.

Step 3 : Calculate the Basket Performance.

As the table above demonstrates, the Basket Performance will be equal to the sum of the Basket Value Contributions of each Basket Component. In this case, the Basket Performance equals -70.00%.

Step 4: Using the Basket Performance calculated in Step 3 above, calculate the payment at maturity.

In this case, because the Basket Performance is less than -25.00%, the payment at maturity (per $1,000 principal amount Note) is calculated as follows:

$1,000 + [$1,000 × (Basket Performance + Buffer Percentage)]

$1,000 + [$1,000 × (-70.00% + 25.00%)] = $550.00

Accordingly, the investor receives at maturity (subject to our credit risk) a cash payment of $550.00 per $1,000 principal amount Note that they hold.

Hypothetical Examples of Amounts Payable at Maturity Assuming a Range of Basket Performance Values

The following table illustrates the hypothetical total return at maturity on the Notes for a range of Basket Performance values. The hypothetical examples below are based on the Upside Leverage Factor of 1.20 and the Buffer Percentage of 25.00%. 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 set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the Notes. The hypothetical total returns set forth below do not take into account any tax consequences from investing in the Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.

Because the Basket Performance is positive, the investor receives a payment at maturity of $1,120.00 per $1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 × 10.00% × 1.20] = $1,120.00

The total return on the investment of the Notes is 12.00%.

Example 2: The Basket Performance is less than or equal to 0.00% but equal to or greater than –25.00%.

Because the Basket Performance of -10.00% is less than or equal to 0% but equal to or greater than -25.00%, the investor receives a cash payment of $1,000 per $1,000 principal amount Note.

The total return on the investment of the Notes is 0.00%.

Example 3: The Basket Performance is less than –25.00%.

PS–5

Because the Basket Performance is less than -25.00%, the investor receives a payment at maturity of $550.00 per $1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 × (Basket Performance + Buffer Percentage)]

$1,000 + [$1,000 × (-70.00% + 25.00%)] = $550.00

The total return on the investment of the Notes is -45.00%.

SELECTED PURCHASE CONSIDERATIONS

The United States federal income tax consequences of your investment in the Notes are uncertain and the Internal Revenue Service could assert that the Notes should be taxed in a manner that is different than described below. Pursuant to the terms of the Notes, Barclays Bank PLC and you agree, in the absence of a change in law or an administrative or judicial ruling to the contrary, to characterize your Notes as a pre-paid cash-settled executory contract with respect to the Basket. If your Notes are so treated, you should generally recognize capital gain or loss upon the sale or maturity of your Notes in an amount equal to the difference between the amount you receive at such time and the amount you paid for your Notes. Such gain or loss should generally be long-term capital gain or loss if you have held your Notes for more than one year.

In the opinion of our special tax counsel, Sullivan & Cromwell LLP, it would be reasonable to treat your Notes in the manner described above. This opinion assumes that the description of the terms of the Notes in this pricing supplement is materially correct.

As discussed further in the accompanying prospectus supplement, the Treasury Department and the Internal Revenue Service are actively considering various alternative treatments that may apply to instruments such as the Notes, possibly with retroactive effect.

For a further discussion of the tax treatment of your Notes as well as possible alternative characterizations, please see the discussion under the heading “Certain U.S. Federal Income Tax Considerations—Certain Notes Treated as Forward Contracts or

PS–6

Executory Contracts” in the accompanying prospectus supplement. You should consult your tax advisor as to the possible alternative treatments in respect of the Notes. For additional, important considerations related to tax risks associated with investing in the Notes, you should also examine the discussion in “Selected Risk Considerations—Taxes”, in this pricing 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, as well as any of the following (which may include your Notes), 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. Holders are urged to consult their tax advisors regarding the application of this legislation to their ownership of the Notes.

SELECTED RISK CONSIDERATIONS

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Basket Components. These risks are explained in more detail in the “Risk Factors” section of the prospectus supplement, including the risk factors discussed under the following headings:

In addition to the risks described above, you should consider the following:

PS–7

PS–8

DESCRIPTION OF THE BASKET

The return on the Notes is linked to a weighted basket consisting of the following five Asian equity indices: the Hang Seng China Enterprises Index, The Korea Composite Stock Price Index 200, Hang Seng Index, MSCI Taiwan Price Index, and MSCI Singapore Free Price Index. The Hang Seng China Enterprises Index is intended to track the performance of all the Hong Kong listed H-Shares of Chinese enterprises. H-Shares are Hong Kong listed shares, traded in Hong Kong dollars, of companies incorporated in mainland China. For additional information about the Hang Seng China Enterprises Index, see the information set forth under “Non-Proprietary Indices—Equity Indices—Hang Seng China Enterprises Index” in the index supplement. The Korea Composite Stock Price Index 200 (commonly referred to as the “KOSPI 200”) is a market capitalization-weighted index of 200 Korean blue-chip stocks, covering approximately 90% of the market capitalization of the Korean Exchange-Stock Market. For additional information about the KOSPI 200, see the information set forth under “Non- Proprietary Indices—Equity Indices—KOSPI 200” in the index supplement. The Hang Seng Index is a free float-adjusted market capitalization weighted stock market index in the Stock Exchange of Hong Kong Limited and purports to be an indicator of the performance of the Hong Kong stock market. For additional information about the Hang Seng Index, see the information set forth under “Non-Proprietary Indices—Equity Indices—Hang Seng Index” in the index supplement.The MSCI Taiwan Price Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in Taiwan. The MSCI Singapore Free Price Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in Singapore. For additional information about the MSCI Taiwan Index and the MSCI Singapore Index, see the information set forth under “Non-Proprietary Indices—Equity Indices—MSCI Indices” in the index supplement.

Historical Information for Each of the Basket Components

Historical Information Regarding the Hang Seng China Enterprises Index

The following graph sets forth the historical performance of Hang Seng China Enterprises Index based on daily closing levels from January 2, 2002 through December 10, 2012. The closing level of the Hang Seng China Enterprises Index closing level on December 10, 2012 was 10993.90.

PS–9

We obtained the Hang Seng China Enterprises Index closing levels above from Bloomberg, L.P, without independent verification. The historical levels of the Hang Seng China Enterprises Index should not be taken as an indication of future performance, and no assurance can be given as to the closing levels of the Hang Seng China Enterprises Index on the Basket Final Valuation Date. We cannot give you assurance that the performance of the Hang Seng China Enterprises Index will result in the return of any of your principal.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

Historical Information Regarding the Korea Composite Stock Price Index 200

The following graph sets forth the historical performance of the Korea Composite Stock Price Index 200 based on daily closing levels from January 2, 2006 through December 10, 2012. The closing level of the Korea Composite Stock Price closing level on December 10, 2012 was 259.03.

We obtained the Korea Composite Stock Price Index closing levels above from Bloomberg, L.P, without independent verification. The historical levels of the Korea Composite Stock Price Index should not be taken as an indication of future performance, and no assurance can be given as to the closing levels of the Korea Composite Stock Price Index on the Basket Final Valuation Date. We cannot give you assurance that the performance of the Korea Composite Stock Price Index will result in the return of any of your principal.

PS–10

Historical Information Regarding the Hang Seng Index

The following graph sets forth the historical performance of Hang Seng Index based on daily closing levels from January 2, 2002 through December 10, 2012. The closing level of the Hang Seng Index closing level on December 10, 2012 was 22276.72.

We obtained the Hang Seng Index closing levels above from Bloomberg, L.P, without independent verification. The historical levels of the Hang Seng Index should not be taken as an indication of future performance, and no assurance can be given as to the closing levels of the Hang Seng Index on the Basket Final Valuation Date. We cannot give you assurance that the performance of the Hang Seng Index will result in the return of any of your principal.

Historical Information Regarding the MSCI Taiwan Price Index

The following graph sets forth the historical performance of MSCI Taiwan Price Index based on daily closing levels from January 2, 2002 through December 10, 2012. The closing level of the MSCI Taiwan Price Index closing level on November 2, 2012 was 275.14.

We obtained the MSCI Taiwan Price Index closing levels above from Bloomberg, L.P, without independent verification. The historical levels of the MSCI Taiwan Price Index should not be taken as an indication of future performance, and no assurance can be given as to the closing levels of the MSCI Taiwan Price Index on the Basket Final Valuation Date. We cannot give you assurance that the performance of the MSCI Taiwan Price Index will result in the return of any of your principal.

PS–11

Historical Information Regarding the MSCI Singapore Free Price Index

The following graph sets forth the historical performance of MSCI Singapore Free Price Index based on daily closing levels from January 2, 2002 through December 10, 2012. The closing level of the MSCI Singapore Free Price Index closing level on December 10, 2012 was 353.47.

We obtained the MSCI Singapore Free Price Index closing levels above from Bloomberg, L.P, without independent verification. The historical levels of the MSCI Singapore Free Price Index should not be taken as an indication of future performance, and no assurance can be given as to the closing levels of the MSCI Singapore Free Price Index on the Basket Final Valuation Date. We cannot give you assurance that the performance of the MSCI Singapore Free Price Index will result in the return of any of your principal

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.