TIDM77NQ

RNS Number : 6050X

QNB Finance Ltd

05 May 2021

FINAL TERMS

Final Terms dated 3 May 2021

QNB Finance Ltd

(LEI: 549300MY0DXTHQEX5O57)

Issue of ZAR 290,000,000 5.00 per cent. Notes due 2025

(to be consolidated and form a single series with the existing issue of ZAR 770,000,000 5.00 per cent. Notes due 2025 issued on 10 December 2020)

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 each 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 18 March 2020 and the supplement(s) thereto dated 14 April 2020, 7 August 2020, 13 October 2020 and 18 January 2021, which are incorporated by reference into the prospectus dated 17 March 2021. This document constitutes the Final Terms of the Notes described herein for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation") and must be read in conjunction with the prospectus dated 17 March 2021 and the supplement(s) thereto dated 12 April 2021, which together constitute a base prospectus (the "Prospectus") for the purposes of the UK Prospectus Regulation, in order to obtain all the relevant information, save in respect of the Conditions, which are extracted from 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. 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:                         347 
      (b) Tranche Number:                        2 
 3    Specified Currency or Currencies:          South African Rand ("ZAR") 
 4    Aggregate Nominal Amount                   ZAR 290,000,000 
       of Notes: 
      (a) Series:                                ZAR 290,000,000 
      (b) Tranche:                               ZAR 290,000,000 
 5    Issue Price:                               100 per cent. of the Aggregate 
                                                  Nominal Amount plus accrued 
                                                  interest from 10 December 2020 
                                                  to the Issue Date 
 6    (a) Specified Denominations:               ZAR 20,000 
      (b) Calculation Amount:                    ZAR 20,000 
 7    (a) Issue Date:                            5 May 2021 
      (b) Interest Commencement                  10 December 2020 
       Date: 
 8    Maturity Date:                             10 December 2025 
 9    Interest Basis:                            5.00 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:         5.00 per cent. per annum payable 
                                        annually in arrear 
      (b) Interest Payment Date(s):    Annually on 10 December in each 
                                        year commencing and including 
                                        on 10 December 2021 up to and 
                                        including the Maturity Date 
                                       not adjusted 
      (c) Fixed Coupon Amount(s):      ZAR 1,000 per Calculation Amount 
      (d) Broken Amount(s):            Not Applicable 
      (e) Day Count Fraction:          30/360 un-adjusted 
      (f) Determination Dates:         Not Applicable 
      (g) Other terms relating         Not Applicable 
       to the method of calculating 
       interest for Fixed Rate 
       Notes: 
 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             ZAR 20,000 per Calculation Amount 
       of each Note: 
 21   Early Redemption Amount:            Applicable 
      Early Redemption Amount(s)          ZAR 20,000 
       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    London, Johannesburg and New 
       special provisions relating     York 
       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 International 
                                               Securities Market of the London 
                                               Stock Exchange with effect from 
                                               5 May 2021. 
      (c) Estimate of total expenses          GBP 695.00 
       related to admission to 
       trading: 
 2    Ratings:                                The Notes to be issued have 
                                               been rated: 
                                              Moody's: Aa3 
 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:             ZAR 295,840,277.78 (which includes 
                                               accrued interest in the amount 
                                               of ZAR 5,840,277.78) 
 5    Fixed Rate Notes only-Yield 
      Indication of yield:                    5.00 per cent. per annum 
                                              The yield is calculated at the 
                                               Issue Date on the basis of the 
                                               Issue Price. It is not an indication 
                                               of future yield. 
 6    Operational Information 
      ISIN:                                   Temporary ISIN XS2339427580, 
                                               expected to funge with permanent 
                                               ISIN XS2271245040 40 calendar 
                                               days after the Issue Date 
      Common Code:                            Temporary Common Code 233942758, 
                                               expected to funge with permanent 
                                               Common Code 227124504 40 calendar 
                                               days after the Issue Date 
      CFI:                                    DTFNFB 
      FISN:                                   QNB FINANCE LIM/5EMTN 20251210 
      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,                  Credit Suisse Securities (Europe) 
       name of Dealer:                         Limited 
      (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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