TIDM77NQ
RNS Number : 0008Z
QNB Finance Ltd
18 May 2021
FINAL TERMS
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not
intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom ("UK"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and
Markets Act 2000 (the "FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA ("UK MiFIR"); or
(iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA (the "UK Prospectus Regulation"). Consequently,
no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA
(the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
Final Terms dated 14 May 2021
QNB Finance Ltd
(LEI: 549300MY0DXTHQEX5O57)
Issue of USD 33,000,000 Floating Rate Notes due May 2026
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 supplement(s) thereto
dated 12 April 2021, which together constitutes 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 supplement(s) theretoare 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: 348
(b) Tranche Number: 1
3 Specified Currency or Currencies: United States Dollars ("USD")
4 Aggregate Nominal Amount USD 33,000,000
of Notes:
(a) Series: USD 33,000,000
(b) Tranche: USD 33,000,000
5 Issue Price: 100.00 per cent. of the Aggregate
Nominal Amount
6 (a) Specified Denominations: USD 200,000
(b) Calculation Amount: USD 200,000
7 (a) Issue Date: 18 May 2021
(b) Interest Commencement Issue Date
Date:
8 Maturity Date: 18 May 2026
9 Interest Basis:
Compounded Daily SOFR + 0.95
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) 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 period beginning on (and
including) the Interest Commencement
Date and ending on (but excluding)
the First Interest Payment Date
and each successive period beginning
on (and including) a Specified
Interest Payment Date and ending
on (but excluding) the next succeeding
Specified 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 18 February, 18 May, 18 August
Dates: and 18 November of each year
from and including 18 August
2021 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 18 August 2021, subject to adjustment
Date: in accordance with the Business
Day Convention specified in paragraph
15(e) below
(d) Interest Period Date: Each Specified Interest Payment
date, subject, in each case,
to adjustment in accordance with
the Business Day Convention specified
in paragraph 15(e) below
(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 The Bank of New York Mellon,
calculating the Rate(s) acting through its London Branch
of Interest and/or Interest shall be the Calculation Agent
Amount(s) (if not the [Fiscal
Agent]):
(i) Screen Rate Determination: Applicable - SOFR Benchmark
- Reference Rate: SOFR Benchmark is provided by
Federal Reserve Bank New York.
As at the date hereof, the Federal
Reserve Bank appears in the register
of administrators and benchmarks
established and maintained by
FCA pursuant to Article 36 of
the Benchmarks Regulation (Regulation
(EU) 2016/1011) as it forms part
of domestic law by virtue of
the EUWA (the "UK BMR")
- Interest Determination 5 U.S. Government Securities
Date(s): Business Days prior to each Interest
Period Date
- Relevant Time: 11.30 a.m. London Time
- Relevant Screen Page: Reuters Page USD SOFR=
- Relevant Financial Centre: London and New York
- SOFR Benchmark: Compounded SOFR Average
- Compounded SOFR Average: SOFR Observation Lag
- 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: 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): +0.95 per cent. per annum
(m) Minimum Rate of Interest: Not Applicable
(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 200,000 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 London and New York
special provisions relating The words "unless such payment
to payment dates: date falls in the next calendar
month in which case payment shall
be made on the first preceding
business day" shall be inserted
after "the next following business
day" in the second line of the
first paragraph of Condition
7(h)
24 Talons for future Coupons No
to be attached to Definitive
Notes (and dates on which
such Talons mature):
25 Prohibition of Sales to Applicable
EEA Retail Investors:
26 Prohibition of Sales to 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 18 May 2021.
(c) Estimate of total expenses GBP 695
related to admission to
trading:
2 Ratings: The Notes to be issued have
not been rated:
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: See "Use of Proceeds" in Prospectus
(b) Estimated net proceeds: USD 33,000,000
5 [Fixed Rate Notes only-Yield
Indication of yield: Not Applicable
6 Operational Information
ISIN: XS2343511171
Common Code: 234351117
CFI: DTVUFB
FISN: QNB FINANCE LIM/VAREMTN 20260518
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, Mizuho International 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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May 18, 2021 07:00 ET (11:00 GMT)
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