Notice to the holders of the
Notes (as defined below)
issued under the Medium Term Note Programme of QNB Finance Ltd and
guaranteed by Qatar National Bank (Q.P.S.C.)
NOTICE IS HEREBY GIVEN to the holders of the
following Series of Notes issued by QNB Finance Ltd (the
"Issuer") under its medium
term note programme (the "Programme"):
(A)
U.S.$250,000,000 Floating Rate Notes due 2025 (ISIN: XS2122922573)
issued on 3 March 2020 (the "Series A Notes"); and
(B)
U.S.$20,000,000 Floating Rate Notes due 2025 (ISIN: XS2130137776)
issued on 5 March 2020 (the "Series B Notes")
(together, the "Notes" and each a "Series"),
that a Benchmark Event (as defined in the terms and
conditions of the Notes (the "Conditions") occurred on 30 September
2024 in relation to the Original Reference Rate and accordingly,
pursuant to Condition 5(j)(i) (Independent Adviser), the Issuer
appointed Conv-Ex Advisors Limited as the Independent Adviser (as
defined in the Conditions) to determine, inter alia, the Successor Rate
together with any Adjustment Spread and any Benchmark
Amendments.
The Independent Adviser has determined that (i)
compounded SOFR (calculated in arrear) shall be the Successor Rate
in respect of each Interest Period for each Series commencing after
the date of this Notice (such Successor Rate is referred to in the
Amended and Restated Final Terms (as defined below) as "Compounded
SOFR Average"); (ii) an Adjustment Spread of 0.26161% shall be
applied to the Successor Rate to determine the Rate of Interest on
the Notes; and (iii) corresponding conforming changes are necessary
to ensure the proper operation of such Successor Rate (including,
for the avoidance of doubt, the manner in which the Successor Rate
will be calculated) and the Adjustment Spread.
Terms used but not otherwise defined in this Notice
shall have the meaning given to them in the Conditions and the
Final Terms relating to the applicable Series of Notes.
For each Series, the effective date for the
abovementioned Benchmark Amendments shall be the first day of the
first Interest Period commencing after the date of this notice, and
accordingly such amendments shall apply on and following the next
Interest Determination Date with respect to the each Series.
Following the determination by the Independent
Adviser, the Issuer has, pursuant to Condition 5(j)
(Benchmark Event),
entered into a supplemental agency agreement dated 2 October 2024
(the "Supplemental Agency
Agreement") amending and supplementing the Agency Agreement,
in relation to the Notes only, in order to effect the Benchmark
Amendments referred to above, together with (i) an amended and
restated final terms setting out the amended final terms of the
Series A Notes on 2 October 2024 (the "Series A Amended and Restated Final Terms"); and
(ii) an amended and restated final terms setting out the amended
final terms of the Series B Notes on 2 October 2024 (the
"Series B Amended and Restated Final Terms" and
together, the "Amended and
Restated Final Terms"), to effect, among others, the
Successor Rate, the Adjustment Spread and such other consequential
changes made to the Conditions as necessary to ensure the proper
operation of such Successor Rate and the Adjustment Spread, which
shall in each case be binding on the Issuer and the holders of the
respective Series of Notes and shall be effective in respect of
each Interest Period for each Series commencing after the date of
this Notice.
Details of such amendments are more fully set out in
the Amended and Restated Final Terms which are separately available
via the following hyperlinks:
http://www.rns-pdf.londonstockexchange.com/rns/6904G_1-2024-10-2.pdf
http://www.rns-pdf.londonstockexchange.com/rns/6904G_2-2024-10-2.pdf
This notice is given by:
QNB FINANCE
LTD
Dated 2 October 2024.
Nothing in this announcement or the electronic
transmission thereof constitutes or contemplates an offer of, an
offer to purchase or the solicitation of an offer to sell
securities in the United States or any other jurisdiction. The
Notes have not been, and will not be, registered under the
Securities Act, or the securities laws of any state or other
jurisdiction of the United States, and the Notes may not be
offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act) except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state or local securities laws.
END