TIDM77NQ
RNS Number : 9949S
QNB Finance Ltd
19 July 2022
SECOND BASE PROSPECTUS SUPPLEMENT DATED 19 JULY 2022
TO THE BASE PROSPECTUS DATED 18 MARCH 2022
QNB Finance Ltd
(an exempt company incorporated in the Cayman Islands with
limited liability)
U.S.$22,500,000,000
Medium Term Note Programme
guaranteed by
Qatar National Bank (Q.P.S.C.)
(incorporated as a Qatari Public Shareholding Company)
This base prospectus supplement (this "Base Prospectus
Supplement"), which constitutes a supplementary prospectus for the
purposes of Article 23 of Regulation (EU) 2017/1129 as it forms
part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "UK Prospectus Regulation"), is
supplemental to, and should be read in conjunction with, the base
prospectus dated 18 March 2022 as supplemented by the first base
prospectus supplement dated 13 April 2022 (the "Base Prospectus")
and is prepared in connection with the U.S.$22,500,000,000 Medium
Term Note Programme (the "Programme") established by QNB Finance
Ltd (the "Issuer") and guaranteed by Qatar National Bank (Q.P.S.C.)
("QNB" or the "Guarantor"). Terms defined in the Base Prospectus
shall, unless the context otherwise requires, have the same meaning
when used in this Base Prospectus Supplement. To the extent that
there is any inconsistency between any statement in this Base
Prospectus Supplement and any statement in the Base Prospectus, the
statements in this Base Prospectus Supplement will prevail.
Investors should be aware of their rights under Article 23(2) of
the UK Prospectus Regulation. In accordance with Article 23(2) of
the UK Prospectus Regulation, investors who have agreed to purchase
or subscribe for Notes before this Base Prospectus Supplement is
published have the right, exercisable before the end of the period
of two working days beginning with the working day after the date
on which this Base Prospectus Supplement is published, to withdraw
their acceptances, which right shall therefore expire at the close
of business on 21 July 2022. Investors wishing to withdraw their
acceptances should contact their brokers for details of how to
exercise this right.
The Base Prospectus and this Base Prospectus Supplement can be
viewed on the website of the Regulatory News Service operated by
the London Stock Exchange plc at
https://www.londonstockexchange.com/news?tab=news-explorer
This Base Prospectus Supplement has been approved by the United
Kingdom Financial Conduct Authority (the "FCA"), as competent
authority under the UK Prospectus Regulation.
The purpose of this Base Prospectus Supplement is to:
(a) incorporate by reference into the Base Prospectus the
Guarantor's interim condensed consolidated financial statements as
at, and for the six months ended, 30 June 2022 (the "Guarantor Q2
2022 Financial Statements"); and
(b) supplement the Base Prospectus with information relating to
the credit rating change of 19 April 2022.
IMPORTANT NOTICES
The Issuer and the Guarantor each accepts responsibility for the
information contained in this Base Prospectus Supplement. To the
best of the knowledge of the Issuer and the Guarantor, the
information contained in this Base Prospectus Supplement is in
accordance with the facts and this Base Prospectus Supplement makes
no omission likely to affect its import.
To the extent that there is any inconsistency between any
statement in or incorporated by reference into the Base Prospectus
by this Base Prospectus Supplement and any other statement in or
incorporated by reference in the Base Prospectus, the statements in
or incorporated by reference into the Base Prospectus by this Base
Prospectus Supplement will prevail.
Save as disclosed in this Base Prospectus Supplement or in any
document incorporated by reference in this Base Prospectus
Supplement, no other significant new factor, material mistake or
inaccuracy relating to information included in the Base Prospectus
has arisen or been noted, as the case may be, since the publication
of the Base Prospectus.
The web links included in this Base Prospectus Supplement are
included for information purposes only and, other than in relation
to the Guarantor Q2 2022 Financial Statements which are
incorporated by reference into the Base Prospectus, the websites
and their content are not incorporated into, and do not form part
of, this Base Prospectus Supplement or the Base Prospectus.
UPDATES TO THE BASE PROSPECTUS
With effect from the date of this Base Prospectus
Supplement:
(a) the Guarantor Q2 2022 Financial Statements, which were
published via the Regulatory News Service of the London Stock
Exchange plc on 7 July 2022 and which have been (1) previously
published and (2) filed with the FCA, shall be incorporated in, and
form part of, the Base Prospectus;
(b) copies of the Guarantor Q2 2022 Financial Statements can be
viewed on the website of the London Stock Exchange plc at the
following web link:
http://www.rns-pdf.londonstockexchange.com/rns/7149R_1-2022-7-7.pdf
(c) for the avoidance of doubt, any documents incorporated by
reference in the Guarantor Q2 2022 Financial Statements shall not
form part of this Base Prospectus Supplement or the Base
Prospectus;
(d) paragraph (6) under the section "General Information" of the
Base Prospectus shall be updated with the following wording:
"There has been no significant change in the financial
performance or financial position of the Guarantor or of the QNB
Group since 30 June 2022 and there has been no material adverse
change in the prospects of the Guarantor or of the QNB Group since
31 December 2021. There has been no significant change in the
financial performance or financial position of the Issuer since 31
December 2021 and there has been no material adverse change in the
prospects of the Issuer since 31 December 2021."; and
(e) each reference in this Base Prospectus Supplement and the
Base Prospectus to the "Base Prospectus" shall be read and
construed as a reference to the Base Prospectus as supplemented by
this Base Prospectus Supplement.
RECENT DEVELOPMENTS
The information included in this section supplements the
information contained in the Base Prospectus regarding the QNB
Group. To the extent the information in this section is
inconsistent with the information contained in the Base Prospectus,
the information in this section supersedes and shall take
precedence over such information. Capitalised terms not defined in
this section have the meanings ascribed to them in the Base
Prospectus.
Credit rating update
On 19 April 2022, Fitch downgraded QNB's long-term issuer
default rating from A+ to A with a stable outlook and removed QNB
from rating watch negative. Fitch also downgraded its rating for
Notes of a long-term senior unsecured nature issued under the
Programme from A+ to A. Fitch affirmed its rating of F1 for QNB's
short-term issuer default rating and for Notes of a short-term
senior unsecured nature issued under the Programme.
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END
PSPFLFLLDTIALIF
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July 19, 2022 07:20 ET (11:20 GMT)
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