TIDM77NQ
RNS Number : 5389C
QNB Finance Ltd
23 February 2022
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not
intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer
within the meaning of Directive (EU) 2016/97 (the "IDD"), where
that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not
intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom ("UK"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and
Markets Act 2000 (the "FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA ("UK MiFIR"); or
(iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA (the "UK Prospectus Regulation"). Consequently,
no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA
(the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
Final Terms dated 21 February 2022
QNB Finance Ltd
(LEI: 549300MY0DXTHQEX5O57)
Issue of USD 20,000,000 Floating Rate Notes due 23 February
2027
Guaranteed by Qatar National Bank (Q.P.S.C.)
under the U.S.$22,500,000,000
Medium Term Note Programme
MiFID II product governance / Professional investors and ECPs
only target market - Solely for the purposes of the manufacturer's
product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturer's target market
assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the
manufacturer's target market assessment) and determining
appropriate distribution channels.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the
purposes of the terms and conditions (the "Conditions") set forth
in the prospectus dated 17 March 2021 and the supplement(s) thereto
dated 12 April 2021, 12 July 2021, 11 October 2021 and 18 January
2022, which together constitute a base prospectus (the
"Prospectus") for the purposes of the UK Prospectus Regulation.
This document constitutes the Final Terms of the Notes described
herein for the purposes of the UK Prospectus Regulation and must be
read in conjunction with the Prospectus in order to obtain all the
relevant information. The Prospectus and the supplement(s) thereto
are available for viewing at the market news section of the London
Stock Exchange website
(www.londonstockexchange.com/exchange/news/market-news/market-news-home.html)
and during normal business hours at the registered offices of the
Issuer at c/o Maples Corporate Services Limited, P.O. Box 309,
Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and copies
may be obtained from the registered offices of the Fiscal Agent at
One Canada Square, London E14 5AL, United Kingdom.
1 (a) Issuer: QNB Finance Ltd
(b) Guarantor: Qatar National Bank (Q.P.S.C.)
2 (a) Series Number: 400
(b) Tranche Number: 1
3 Specified Currency or Currencies: United States Dollar ("USD")
4 Aggregate Nominal Amount USD 20,000,000.00
of Notes:
(a) Series: USD 20,000,000.00
(b) Tranche: USD 20,000,000.00
5 Issue Price: 100 per cent. of the Aggregate
Nominal Amount
6 (a) Specified Denominations: USD 200,000.00
(b) Calculation Amount: USD 200,000.00
7 (a) Issue Date: 23 February 2022
(b) Interest Commencement Issue Date
Date:
8 Maturity Date: 23 February 2027
9 Interest Basis: SOFR + 1.06 per cent. per annum
Floating Rate
10 Redemption/Payment Basis: Redemption at par
11 Change of Interest or Redemption/Payment Not Applicable
Basis:
12 Put/Call Options: Not Applicable
13 (a) Status of the Notes: Senior
(b) Status of the Guarantee: Senior
(c) Date Board approval Not Applicable
for issuance of Notes and
Guarantee obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions: Not Applicable
15 Floating Rate Note Provisions: Applicable
(a) Interest Period(s): Quarterly
The end date of each Interest
Period shall be subject to adjustment
in accordance with the Business
Day Convention specified in paragraph
15(e) below.
(b) Specified Interest Payment 23 February, 23 May, 23 August
Dates: and 23 November of each year,
commencing on 23 May 2022, up
to and including the Maturity
Date, subject, in each case,
to adjustment in accordance with
the Business Day Convention specified
in paragraph 15(e) below.
(c) First Interest Payment 23 May 2022
Date:
(d) Interest Period Date: Not Applicable
(e) Business Day Convention: Modified Following Business Day
Convention
(f) Business Centre(s): New York City and London
(g) Manner in which the Screen Rate Determination
Rate(s) of Interest is/are
to be determined:
(h) Party responsible for The Bank of New York Mellon,
calculating the Rate(s) acting through its London Branch
of Interest and/or Interest One Canada Square
Amount(s) (if not the Fiscal London E14 5AL
Agent): United Kingdom
(i) Screen Rate Determination: Applicable - SOFR Benchmark
- Reference Rate: SOFR
- Interest Determination The date falling five U.S. Government
Date(s): Securities Business Days prior
to the final day of each Interest
Period
- Relevant Time: Not Applicable
- Relevant Screen Page: Not Applicable
- Relevant Financial Centre: Not Applicable
- SOFR Benchmark: Compounded Daily SOFR Average
- Compounded SOFR Average: Overnight SOFR
- Lookback Days: Five U.S. Government Securities
Business Days
- SOFR Observation Shift Not Applicable
Days:
- Interest Payment Delay Not Applicable
Days:
- SOFR Rate Cut-Off Date: Not Applicable
- SOFR IndexStart: Not Applicable
- SOFR IndexEnd: Not Applicable
- D: 360
- Fallback Provisions: As per the Programme
(j) ISDA Determination: Not Applicable
(k) Linear Interpolation: Not Applicable
(l) Margin(s): + 1.06 per cent. per annum
(m) Minimum Rate of Interest: Zero per cent. per annum
(n) Maximum Rate of Interest: Not Applicable
(o) Day Count Fraction: Actual/360, Adjusted
(p) Fall back provisions, As per the Programme
rounding provisions, denominator
and any other terms relating
to the method of calculating
interest on Floating Rate
Notes, if different from
those set out in the Conditions:
(q) ISDA Definitions: Not Applicable
16 Zero Coupon Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
17 Call Option: Not Applicable
18 Put Option: Not Applicable
19 Change of Control Put: Not Applicable
20 Final Redemption Amount USD 200,000.00 per Calculation
of each Note: Amount
21 Early Redemption Amount: Applicable
Early Redemption Amount(s) At par plus accrued interest
per Calculation Amount payable
on redemption for taxation
reasons or on event of default
or other early redemption
and/or the method of calculating
the same (if required or
if different from that set
out in the Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22 Form of Notes: Bearer Notes:
Temporary Global Note exchangeable
for a Permanent Global Note which
is exchangeable for Definitive
Notes in the limited circumstances
specified in the Permanent Global
Note
23 Financial Centre(s) or other New York City and London
special provisions relating
to payment dates:
24 Talons for future Coupons No
to be attached to Definitive
Notes (and dates on which
such Talons mature):
25 Prohibition of Sales to Applicable
EEA Retail Investors:
26 Prohibition of Sales to Applicable
UK Retail Investors:
Signed on behalf of QNB Finance Ltd:
By:
...........................................................
Duly authorised
Signed on behalf of Qatar National Bank (Q.P.S.C.):
By:
...........................................................
Duly authorised
PART B - OTHER INFORMATION
1 Listing
(a) Listing: London
(b) Admission to trading: Application has been made by
the Issuer (or on its behalf)
for the Notes to be admitted
to trading on the London Stock
Exchange's Main Market with
effect from 23 February 2022.
(c) Estimate of total expenses GBP 750.00
related to admission to
trading:
2 Ratings: The Notes to be issued have
not been rated.
3 Interests of Natural and Legal Persons Involved in the
Issue
Save as discussed in "Subscription and Sale/General Information",
so far as the Issuer is aware, no person involved in
the offer of the Notes has an interest material to the
offer.
4 Reasons for the Offer and Estimated Net Proceeds
(a) Reasons for the offer: General corporate purposes
(b) Estimated net proceeds: USD 20,000,000.00
5 Fixed Rate Notes only-Yield Not Applicable
6 Operational Information
ISIN: XS2447545380
Common Code: 244754538
CFI: DTVUFB
FISN: QNB FINANCE LIM/VAREMTN 20270223
Any clearing system(s) Not Applicable
other than Euroclear Bank
SA/NV and Clearstream Banking
S.A. and the relevant identification
number(s):
Names and addresses of The Bank of New York Mellon,
initial Paying Agent(s): acting through its London Branch
One Canada Square
London E14 5AL
United Kingdom
Names and addresses of Not Applicable
additional Paying Agent(s)
(if any):
Trade Date: 15 February 2022
7 Distribution
(a) Method of distribution: Non-syndicated
(b) If syndicated, names Not Applicable
of Managers:
(c) Stabilisation Manager(s) Not Applicable
(if any):
(d) If non-syndicated, Crédit Agricole Corporate
name of Dealer: and Investment Bank
(e) US Selling Restrictions: Reg. S Compliance Category 1;
TEFRA D
(f) Additional selling Not Applicable
restrictions:
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END
PFTBKNBQQBKKABB
(END) Dow Jones Newswires
February 23, 2022 07:00 ET (12:00 GMT)
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