TIDM77NQ

RNS Number : 8293Y

QNB Finance Ltd

18 January 2022

FINAL TERMS

Final Terms dated 17 January 2022

QNB Finance Ltd

(LEI: 549300MY0DXTHQEX5O57)

Issue of USD 25,000,000 Floating Rate Notes due January 2027

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 Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "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") 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.

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 supplements thereto dated 12 April 2021, 12 July 2021 and 11 October 2021, which 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") 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 (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:                         392 
      (b) Tranche Number:                        1 
 3    Specified Currency or Currencies:          United States Dollars ("USD") 
 4    Aggregate Nominal Amount 
       of Notes: 
      (a) Series:                                USD 25,000,000 
      (b) Tranche:                               USD 25,000,000 
 5    Issue Price:                               100 per cent. of the Aggregate 
                                                  Nominal Amount 
 6    (a) Specified Denominations:               USD 200,000 
      (b) Calculation Amount:                    USD 200,000 
 7    (a) Issue Date:                            19 January 2022 
      (b) Interest Commencement                  Issue Date 
       Date: 
 8    Maturity Date:                             19 January 2027 
 9    Interest Basis:                            Compounded SOFR + 0.987 per 
                                                  cent. 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) Board approval for issuance            Not Applicable 
       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):              The initial Interest Period is 
                                             the period from and including 
                                             the Issue Date up to but excluding 
                                             the First Interest Payment Date. 
                                             Each subsequent Interest Period 
                                             is the period from and including 
                                             an Interest Payment Date up to 
                                             but excluding the next Interest 
                                             Payment Date 
                                             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       The first coupon payment is 19 
        Dates:                               April 2022. Each subsequent interest 
                                             payment is on the 19(th) day 
                                             of January, April, July and October 
                                             of each year 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           19 April 2022, subject to adjustment 
        Date:                                in accordance with the Business 
                                             Day Convention specified in paragraph 
                                             15(e) below 
       (d) Interest Period Date:            Not applicable 
       (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            Principal Paying Agent 
        calculating the Rate(s) 
        of Interest and/or Interest 
        Amount(s) (if not the Fiscal 
        Agent): 
       (i) Screen Rate Determination:       SOFR Benchmark 
           - Reference Rate:                Compounded Daily SOFR 
           - 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 
           - SOFR Benchmark:                Compounded Daily SOFR 
           - Compounded SOFR Average:       Not Applicable 
           - Lookback Days:                 5 U.S. Government Securities 
                                             Business Day(s) 
           - 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:                Condition 5(j)(1) (Independent 
                                             Adviser) 
  (j) ISDA Determination:                   Not Applicable 
  (k) Linear Interpolation:                 Not applicable 
  (l) Margin(s):                            +0.987 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, Adjusted 
  (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: 
  (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 of   USD 200,000 per Calculation 
       each Note:                   Amount 
 21   Early Redemption Amount:     Not Applicable 
 
 

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    London and New York 
       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 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 the Issue Date. 
       (c) Estimate of total expenses           GBP 695.00 
        related to admission to 
        trading: 
 2     Ratings:                                 The Notes to be issued have 
                                                 been rated: 
                                                 Not Applicable 
 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:              USD 25,000,000 
 
 
 
 5     Operational Information 
       ISIN:                                    XS2433158677 
  Common Code:                                  243315867 
  CFI:                                          See the website of the Association 
                                                 of National Numbering Agencies 
                                                 (ANNA) or alternatively sourced 
                                                 from the National Numbering 
                                                 Agency that assigned the ISIN 
  FISN:                                         See the website of the Association 
                                                 of National Numbering Agencies 
                                                 (ANNA) or alternatively sourced 
                                                 from the National Numbering 
                                                 Agency that assigned the ISIN 
  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:                                   10 January 2022 
  6     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,                        HSBC Bank plc 
   name of Dealer: 
  (e) US Selling Restrictions:                  Reg. S Compliance Category 2; 
                                                 TEFRA D 
  (f) Additional selling                        Not Applicable 
   restrictions: 
 

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END

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January 18, 2022 07:00 ET (12:00 GMT)

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