QNB Finance Ltd Publication of Final Terms (ISIN: XS2436892363) (3499Z)
24 Januar 2022 - 1:00PM
UK Regulatory
TIDM77NQ
RNS Number : 3499Z
QNB Finance Ltd
24 January 2022
Final Terms dated 24 January 2022
QNB Finance Ltd
(LEI: 549300MY0DXTHQEX5O57)
Issue of USD 20,000,000 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")
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, 11 October 2021 and 18 January 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 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
(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: 395
(b) Tranche Number: 1
3 Specified Currency or Currencies: United States Dollars ("USD")
4 Aggregate Nominal Amount USD 20,000,000
of Notes:
(a) Series: USD 20,000,000
(b) Tranche: USD 20,000,000
5 Issue Price: 100.00 per cent. of the Aggregate
Nominal Amount
6 (a) Specified Denominations: USD 200,000 and integral multiples
of USD 10,000 in excess thereof
(b) Calculation Amount: USD 10,000
7 (a) Issue Date: 26 January 2022
(b) Interest Commencement Issue Date
Date:
8 Maturity Date: 26 January 2027
9 Interest Basis:
Compounded Daily SOFR + 1.01
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): The initial Coupon Period is
the period from and including
the Issue Date up to but excluding
the first Coupon Payment Date.
Each subsequent Coupon Period
is the period from and including
a Coupon Payment Date up to but
excluding the next Coupon 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/ Not subject to any
adjustment.
(b) Specified Interest Payment The first Coupon Payment Date
Dates: is 26 April 2022. Each subsequent
Coupon Payment Date is on the
26(th) day of July, October,
January and April 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 26 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): New York and London
(g) Manner in which the Screen Rate Determination
Rate(s) of Interest is/are
to be determined:
(h) Party responsible for Principal Paying Agent shall
calculating the Rate(s) be the Calculation Agent
of Interest and/or Interest
Amount(s) (if not the [Fiscal
Agent]):
(i) Screen Rate Determination: Applicable - SOFR Benchmark
- 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: Five 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: As per the Conditions
(j) ISDA Determination:
- Floating Rate Option: Not Applicable
- Designated Maturity: Not Applicable
- Reset Date: Not Applicable
(k) Linear Interpolation: Not Applicable
(l) Margin(s): +1.01 per cent. per annum
(m) Minimum Rate of Interest: 0.00 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 USD 10,000 per Calculation Amount
of each Note:
21 Early Redemption Amount: Applicable
Early Redemption Amount(s) As per the Conditions
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 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 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 26 January
2022.
(c) Estimate of total expenses GBP 695.00
related to admission to
trading:
2 Ratings: The Notes to be issued have
been rated:
S&P: A
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 20,000,000
5 Fixed Rate Notes only-Yield
Indication of yield: Not Applicable
6 Operational Information
ISIN: XS2436892363
Common Code: 243689236
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 Squre
London E14 5AL
United Kingdom
Names and addresses of Not Applicable
additional Paying Agent(s)
(if any):
Trade Date: 19 January 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, Merrill Lynch International
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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