TIDM77NQ
RNS Number : 9038H
QNB Finance Ltd
29 November 2022
Final Terms dated 24 November 2022
QNB Finance Ltd
(LEI: 549300MY0DXTHQEX5O57)
Issue of U.S.$100,000,000 Floating Rate Notes due 2029
Guaranteed by Qatar National Bank (Q.P.S.C.)
under the U.S.$22,500,000,000
Medium Term Note Programme
UK MiFIR 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 only eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in UK MiFIR; 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 the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules") 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.
Singapore SFA Product Classification : In connection with
Section 309B of the Securities and Futures Act 2001 of Singapore
(the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), the Issuer has determined, and hereby notifies all relevant
persons (as defined in Section 309A(1) of the SFA), that the Notes
are 'prescribed capital markets products' (as defined in the CMP
Regulations 2018) and are Excluded Investment Products (as defined
in MAS Notice SFA 04 N12: Notice on the Sale of Investment Products
and MAS Notice FAA N16: Notice on Recommendations on Investment
Products).
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 18 March 2022 and the supplement(s) thereto
dated 13 April 2022, 19 July 2022 and 18 November 2022, which
together constitute a base prospectus (the "Prospectus") for the
purposes of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA") (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.
(a) Issuer: QNB Finance Ltd
Article 26(5) PD Regulations
1
(b) Guarantor: Qatar National Bank (Q.P.S.C.)
2 (a) Series Number: 432
(b) Tranche Number: 1
3 Specified Currency or Currencies: United States dollars ("U.S.$")
4 Aggregate Nominal Amount U.S.$100,000,000
of Notes:
(a) Series: U.S.$100,000,000
(b) Tranche: U.S.$100,000,000
5 Issue Price: 99.945 per cent. of the Aggregate
Nominal Amount
6 (a) Specified Denominations: U.S.$200,000 and integral multiples
of U.S.$1,000 in excess thereof
(b) Calculation Amount: U.S$1,000
7 (a) Issue Date: 28 November 2022
(b) Interest Commencement 28 November 2022
Date:
8 Maturity Date: 28 November 2029
9 Interest Basis: Compounded SOFR Average + 1.64
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): As per the Conditions
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 28 February, 28 May, 28 August
Dates: and 28 November in each year
commencing on and including the
First Interest Payment Date 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 28 February 2023, subject to
Date: adjustment in accordance with
the Business Day Convention specified
in paragraph 15(e) below
(d) Interest Period Date: As per the Conditions
(e) Business Day Convention: Modified Following Business Day
Convention
(f) Business Centre(s): London and New York
(g) Manner in which the Screen Rate Determination
Rate(s) of Interest is/are
to be determined:
(h) Party responsible for The Fiscal Agent shall be the
calculating the Rate(s) Calculation Agent
of Interest and/or Interest
Amount(s) (if not the Fiscal
Agent):
(i) Screen Rate Determination: Applicable - SOFR Benchmark
- Reference Rate: Amounts payable under the Notes
will be calculated by reference
to SOFR which is provided by
the Federal Reserve Bank of New
York. As at the date hereof,
the Federal Reserve Bank of New
York does not appear in the register
of administrators and benchmarks
established and maintained by
the FCA pursuant to Article 36
of Regulation (EU) 2016/1011
as it forms part of the domestic
law by virtue of the EUWA (the
"UK Benchmarks Regulation").
As far as the Issuer is aware,
the Federal Reserve Bank of New
York, as administrator of SOFR,
is not required to be registered
by virtue of Article 2 of the
UK Benchmarks Regulation.
- Interest Determination Five U.S. Government Securities
Date(s): Business Days prior to each Interest
Period Date
- Relevant Time: Not Applicable
- Relevant Screen Page: Not Applicable
- Relevant Financial Centre: Not Applicable
- SONIA Benchmark: Not Applicable
- SOFR Benchmark: Compounded SOFR Average
- SARON Benchmark: Not Applicable
- Compounded SOFR Average: SOFR Observation Lag
- 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 Index(Start) : Not Applicable
- SOFR Index(End) : Not Applicable
- D: Not Applicable
- Fallback Provisions: Condition 5(j)(2) (Benchmark
Discontinuation (SOFR))
(j) ISDA Determination: Not Applicable
(k) Linear Interpolation: Not Applicable
(l) Margin(s): +1.64 per cent. per annum
(m) Minimum Rate of Interest: 0 per cent. per annum
(n) Maximum Rate of Interest: Not Applicable
(o) Day Count Fraction: Actual/360
(p) Fall back provisions, As per the Conditions
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:
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 U.S.$1,000 per Calculation Amount
of each Note:
21 Early Redemption Amount: Applicable
Early Redemption Amount(s) U.S.$1,000
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: Registered Notes
Regulation S Global Note registered
in the name of a nominee for
a common depositary for Euroclear
and Clearstream, Luxembourg
23 Financial Centre(s) or New York and London
other 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 Not Applicable
EEA Retail Investors:
26 Prohibition of Sales to Not 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 is expected to be
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 28 November
2022
(c) Estimate of total expenses GBP4,200
related to admission to
trading:
2 Ratings: The Notes to be issued have
been rated:
Moody's: Aa3
3 Interests of Natural and Legal Persons Involved in the
Issue/Offer
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: U.S.$99,945,000
5 Operational Information
ISIN: XS2559476564
Common Code: 255947656
Trade Date: 17 November 2022
CMU Instrument Number: Not Applicable
CFI: DTVUFB, as updated, as set out
on the website of the Association
of National Numbering Agencies
(ANNA) or alternatively sourced
from the National Numbering
Agency that assigned the ISIN
FISN: QNB FINANCE LIM/VAREMTN 20291128,
as updated, as set out on the
website of the Association of
National Numbering Agencies
(ANNA) or alternatively sourced
from the National Numbering
Agency that assigned the ISIN/Not
Applicable
Any clearing system(s) Not Applicable
other than Euroclear Bank
SA/NV, Clearstream Banking
S.A. and the CMU Service
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):
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, Goldman Sachs International
name of Dealer:
(e) US Selling Restrictions: Reg. S Compliance Category 2;
TEFRA not applicable
(f) Additional selling Not Applicable
restrictions:
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END
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