TIDM77NQ

RNS Number : 2607P

QNB Finance Ltd

16 February 2021

FINAL TERMS

Final Terms dated 16 February 2021

QNB Finance Ltd

(LEI: 549300MY0DXTHQEX5O57)

Issue of CNH 500,000,000 Fixed Rate Notes due February 2024

Guaranteed by Qatar National Bank (Q.P.S.C.)

under the U.S.$22,500,000,000

Medium Term Note Programme

The Notes will only be admitted to trading on the London Stock Exchange, which is a regulated market (as defined in MiFID II), to which only qualified investors (as defined in the Prospectus Regulation) can have access and shall not be offered or sold to non-qualified investors.

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 manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.

Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (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 18 March 2020 and the supplement(s) thereto dated 14 April 2020, 7 August 2020, 13 October 2020 and 18 January 2021, which together constitute a base prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Prospectus in order to obtain all the relevant information. The Prospectus and the supplement(s) 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:                         325 
      (b) Tranche Number:                        1 
 3    Specified Currency or Currencies:          Renminbi deliverable in Hong 
                                                  Kong ("CNH") 
 4    Aggregate Nominal Amount 
       of Notes: 
      (a) Series:                                CNH 500,000,000 
      (b) Tranche:                               CNH 500,000,000 
 5    Issue Price:                               100 per cent. of the Aggregate 
                                                  Nominal Amount 
 6    (a) Specified Denominations:               CNH 1,000,000 with integral 
                                                  multiples of USD CNH 1,000,000 
                                                  in excess thereof 
      (b) Calculation Amount:                    CNH 1,000,000 
 7    (a) Issue Date:                            18 February 2021 
      (b) Interest Commencement                  Issue Date 
       Date: 
 8    Maturity Date:                             18 February 2024, subject to 
                                                  adjustment in accordance with 
                                                  the Business Day Convention 
 9    Interest Basis:                            3.28 per cent. Fixed 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:      Applicable 
      (a) Rate[(s)] of Interest:       3.28 per cent. per annum payable 
                                        annually in arrear 
      (b) Interest Payment Date(s):    18 February in each year, commencing 
                                        on the 18 February 2022 up to 
                                        and including the Redemption 
                                        Date, adjusted in accordance 
                                        with the Modified Business Day 
                                        Convention 
      (c) Fixed Coupon Amount:         Not Applicable 
      (d) Broken Amount(s):            Not Applicable 
      (e) Day Count Fraction:          Actual/365 (Fixed), Adjusted 
 15   Floating Rate Note Provisions:   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             CNH 1,000,000 per Calculation 
       of each Note:                       Amount 
 21   Early Redemption Amount:            Not Applicable 
      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): 
 

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    Hong Kong, 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 and 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 Regulated Market 
                                                 with effect from the Issue Date. 
       (c) Estimate of total expenses           GBP 4,010.00 
        related to admission to 
        trading: 
 2     Ratings:                                 The Notes to be issued have 
                                                 been rated: Aa3 (Moody's) 
 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:              CNH 500,000,000 
 6     Operational Information 
       ISIN:                                    XS2299092747 
  Common Code:                                  229909274 
  CFI:                                          QNB FINANCE LIM/3.28EMTN 20240218, 
                                                 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 
  FISN:                                         DTFUFB, 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 
  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): 
  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,                        Barclays Bank PLC 
   name of Dealer: 
  (e) US Selling Restrictions:                  Reg. S Compliance Category 2; 
                                                 TEFRA D 
 

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END

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February 16, 2021 07:00 ET (12:00 GMT)

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