REG - QNB Finance Ltd - Publication of Final Terms (ISIN: XS2343511171)

Bank Of New York MellonAnnouncement

18/05/2021 13:05

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 of Notes:


USD 33,000,000




 


(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 Date:


Issue 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 Basis:


Not Applicable




12


Put/Call Options:


Not Applicable




13


(a) Status of the Notes:


Senior




 


(b) Status of the Guarantee:


Senior




 


(c) Date Board approval for issuance of Notes and Guarantee obtained:


Not Applicable



 
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 Dates:


18 February, 18 May, 18 August 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 Date:


18 August 2021, subject to adjustment 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 Rate(s) of Interest is/are to be determined:


Screen Rate Determination




 


(h)  Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the [Fiscal Agent]):


The Bank of New York Mellon, acting through its London Branch shall be the Calculation 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 Date(s):


5 U.S. Government Securities 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 Days:


Not Applicable




 


- Interest Payment Delay Days:


Not Applicable




 


- 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, 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:


As per 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 of each Note:


USD 200,000 per Calculation Amount




21


Early Redemption Amount:


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):


As per 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 special provisions relating to payment dates:


London and New York
The words "unless such payment 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 to be attached to Definitive Notes (and dates on which such Talons mature):


No




25


Prohibition of Sales to EEA Retail Investors:


Applicable




26


Prohibition of Sales to UK Retail Investors:


Applicable



 
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 related to admission to trading:


GBP 695




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) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):


Not Applicable




 


Names and addresses of initial Paying Agent(s):


The Bank of New York Mellon, acting through its London Branch
One Canada Square
London E14 5AL
United Kingdom




 


Names and addresses of additional Paying Agent(s) (if any):


Not Applicable




 
7


 
Distribution


 




 


(a)   Method of distribution:


Non-syndicated




 


(b)   If syndicated, names of Managers:


Not Applicable




 


(c)   Stabilisation Manager(s) (if any):


Not Applicable




 


(d)   If non-syndicated, name of Dealer:


Mizuho International plc




 


(e)   US Selling Restrictions:


Reg. S Compliance Category 2/;
TEFRA D




 


(f)   Additional selling restrictions:


Not Applicable



 

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