Final Terms dated 26 January
2024
QNB Finance Ltd
(LEI: 549300MY0DXTHQEX5O57)
Issue of
U.S.$1,000,000,000 4.875 per cent. Notes due 2029
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.
UK MiFIR
product governance / Professional investors and ECPs only target
market - Solely for the purposes of each
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 distributor should take
into consideration the manufacturers' 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
manufacturers' 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,
as modified or amended from time to time (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 17 March 2023 and the supplements thereto
dated 19 April 2023, 12 July 2023, 30 November 2023 and 22 January
2024 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 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 supplements thereto are available for viewing at
the market news section of the London Stock Exchange website
(http://www.londonstockexchange.com/exchange/prices-and-news/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
160 Queen Victoria Street, London EC4V 4LA, United
Kingdom.
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Article 26(5) PD Regulations
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1 |
(a)
Issuer:
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QNB Finance
Ltd
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(b) Guarantor:
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Qatar National Bank (Q.P.S.C.)
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2
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(a) Series Number:
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480
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(b) Tranche Number:
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1
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3
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Specified
Currency or Currencies:
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United States dollars ("U.S.$")
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4
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Aggregate
Nominal Amount of Notes:
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U.S.$1,000,000,000
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(a) Series:
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U.S.$1,000,000,000
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(b) Tranche:
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U.S.$1,000,000,000
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5
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Issue
Price:
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99.20 per cent. of the Aggregate Nominal
Amount
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6
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(a) Specified Denominations:
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U.S.$200,000 and integral multiples of
U.S.$1,000 in excess thereof
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(b) Calculation Amount:
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U.S.$1,000
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7
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(a) Issue Date:
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30 January 2024
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(b) Interest Commencement Date:
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30 January 2024
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8
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Maturity
Date:
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30 January 2029
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9
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Interest
Basis:
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4.875 per cent. Fixed Rate
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10
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Redemption/Payment
Basis:
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Redemption at par
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11
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Change of
Interest or Redemption/Payment Basis:
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Not Applicable
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12
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Put/Call
Options:
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Not Applicable
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13
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(a) Status of the Notes:
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Senior
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(b) Status of the Guarantee:
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Senior
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(c) Date Board approval for issuance of Notes
and Guarantee obtained:
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Not Applicable
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PROVISIONS RELATING TO INTEREST (IF
ANY) PAYABLE
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14
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Fixed Rate
Note Provisions:
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Applicable
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(a) Rate of Interest:
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4.875 per cent. per annum payable semi-annually
in arrear
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(b) Interest Payment Dates:
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30 January and 30 July in each year
up to and including the Maturity Date, commencing on 30 July
2024
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(c) Fixed Coupon Amount:
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U.S.$24.375 per Calculation Amount
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(d) Broken Amount(s):
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Not Applicable
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(e) Day Count Fraction:
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30/360
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(f) Determination Dates:
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Not Applicable
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(g) Other terms relating to the
method of calculating interest for Fixed Rate Notes:
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Not Applicable
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15
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Floating Rate
Note Provisions:
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Not Applicable
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16
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Zero Coupon
Note Provisions:
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Not Applicable
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PROVISIONS
RELATING TO REDEMPTION
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17
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Call
Option:
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Not
Applicable
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18
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Put
Option:
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Not Applicable
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19
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Change of
Control Put:
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Not Applicable
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20
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Final
Redemption Amount of each Note:
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U.S.$1,000 per Calculation Amount
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21
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Early
Redemption Amount:
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Applicable
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Early Redemption Amount(s) 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):
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U.S.$1,000
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GENERAL
PROVISIONS APPLICABLE TO THE NOTES
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22
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Form of
Notes:
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Registered
Notes:
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Regulation S Global Note registered in the name
of a nominee for a common depositary for Euroclear and Clearstream,
Luxembourg
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23
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Financial
Centre(s) or other special provisions relating to payment
dates:
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London and New York
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24
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Talons for
future Coupons to be attached to Definitive Notes (and dates on
which such Talons mature):
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No
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25
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Prohibition of
Sales to EEA Retail Investors:
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Not Applicable
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26
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Prohibition of
Sales to UK Retail Investors:
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Not Applicable
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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
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1
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Listing
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(a) Listing:
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London
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(b) Admission to trading:
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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 or around 30 January
2024.
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(c) Estimate of total expenses
related to admission to trading:
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GBP 6,250
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2
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Ratings:
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The Notes to be issued have been
rated:
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S&P: A+
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Moody's: Aa3
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Fitch: A
As defined by S&P, an obligation rated 'A'
is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong. The
modifier '+' indicates a rating towards the higher end of the 'A'
category.
As defined by Moody's, obligations rated 'Aa3'
are judged to be of high quality are subject to very low credit
risk. The modifier "3" indicates a ranking in the lower end of the
'Aa' generic category.
As defined by Fitch, a rating of 'A' denotes
expectations of low credit risk. The capacity for payment of
financial commitments is considered strong. This capacity may,
nevertheless, be more vulnerable to adverse business or economic
conditions than is the case for higher ratings.
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3
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Interests of
Natural and Legal Persons Involved in the
Issue/Offer
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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.
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4
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Reasons for
the Offer and Estimated Net Proceeds
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(a) Reasons for the offer:
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General corporate purposes
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(b) Estimated net proceeds:
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U.S.$990,950,000
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5
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Fixed Rate
Notes only-Yield
|
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Indication of yield:
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5.058 per cent.
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The yield is calculated at the Issue Date on
the basis of the Issue Price. It is not an indication of future
yield.
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6
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Operational
Information
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ISIN:
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XS2756976218
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Common Code:
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275697621
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Trade Date:
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23 January 2024
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CMU Instrument Number:
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Not Applicable
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CFI:
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DTFNFR, 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
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FISN:
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QNB FINANCE LIM / 4.875EMTN 20290130, 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
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Any clearing system(s) other than Euroclear
Bank SA/NV, Clearstream Banking S.A. and the CMU Service and the
relevant identification number(s):
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Not Applicable
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Names and addresses of initial Paying
Agent(s):
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The Bank of New York Mellon, acting
through its London Branch
160 Queen Victoria Street
London EC4V 4LA
United Kingdom
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Names and addresses of additional Paying
Agent(s) (if any):
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Not Applicable
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7
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Distribution
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(a) Method of distribution:
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Syndicated
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(b) If syndicated, names of
Managers:
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Barclays Bank PLC, Crédit Agricole Corporate
and Investment Bank, HSBC Bank plc, J.P Morgan Securities plc, QNB
Capital LLC, SMBC Nikko Capital Markets Limited and Standard
Chartered Bank
|
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(c) Stabilisation Manager(s) (if
any):
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Standard Chartered Bank
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(d) If non-syndicated, name of
Dealer:
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Not Applicable
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(e) US Selling Restrictions:
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Reg. S Compliance Category
2;
TEFRA not applicable
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(f) Additional selling
restrictions:
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Not Applicable
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