REG - QNB Finance Ltd - Publication of Final Terms (ISIN: XS2427887026)

Bank Of New York MellonAnnouncement

29/12/2021 13:00

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RNS Number : 9154W  QNB Finance Ltd  29 December 2021

PROHIBITION OF SALES TO EEA 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 European
Economic Area ("EEA"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer
within the meaning of Directive (EU) 2016/97 (the "IDD"), where that customer
would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation
(EU) 2017/1129 (the "Prospectus Regulation"). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

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 28 December 2021

 

QNB Finance Ltd

(LEI: 549300MY0DXTHQEX5O57)

Issue of CNH 380,000,000 Fixed Rate Notes due 30 December 2024

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

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

Medium Term Note Programme

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 manufacturer's 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
manufacturer's target market assessment) and determining appropriate
distribution channels.

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
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 supplements thereto dated 12 April 2021, 12 July 2021
and 11 October 2021, which together constitute a base prospectus (the
"Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part
of domestic law by virtue of 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 supplements 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)
(http://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:                                                     387
     (b) Tranche Number:                                                    1
 3   Specified Currency or Currencies:                                      Offshore Chinese Renminbi ("CNH")
 4   Aggregate Nominal Amount of Notes:                                     CNH 380,000,000
     (a) Series:                                                            CNH 380,000,000
     (b) Tranche:                                                           CNH 380,000,000
 5   Issue Price:                                                           100 per cent. of the Aggregate Nominal Amount
 6   (a) Specified Denominations:                                           CNH 1,000,000
     (b) Calculation Amount:                                                CNH 1,000,000
 7   (a) Issue Date:                                                        30 December 2021
     (b) Interest Commencement Date:                                        Issue Date
 8   Maturity Date:                                                         30 December 2024
 9   Interest Basis:                                                        3.53 per cent. Fixed 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:                                                   Applicable
     (a)  Rate of Interest:                                                        3.53 per cent. per annum payable annually in arrear
     (b)  Interest Payment Date(s):                                                30 December in each year adjusted in accordance with the Modified Following
                                                                                   Business Day Convention for which the applicable Business Centres shall be
                                                                                   Beijing, Hong Kong, London and New York
     (c)   Fixed Coupon Amount:                                                    As per Calculation Amount
     (d)  Broken Amount(s):                                                        Not Applicable
     (e)   Day Count Fraction:                                                     Actual/365 (Fixed) unadjusted
     (f)   Determination Dates:                                                    Not Applicable
     (g)   Other terms relating to the method of calculating interest for Fixed    Not Applicable
     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 of each Note:                                           CNH 1,000,000 per Calculation Amount
 21  Early Redemption Amount:                                                        Applicable
     Early Redemption Amount(s) per Calculation Amount payable on redemption for     As per the Conditions
     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 special provisions relating to payment dates:  Beijing, Hong Kong, London and New York
 24  Talons for future Coupons to be attached to Definitive Notes (and dates on  No
     which such Talons mature):
 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 30 December 2021
     (c)   Estimate of total expenses related to admission to trading:               GBP 2,660
 2   Ratings:                                                                        The Notes to be issued have not been rated.
 3   Interests of Natural and Legal Persons Involved in the Issue
     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 380,000,000
 5   Fixed Rate Notes only-Yield
     Indication of yield:                                                            3.53 per cent.
                                                                                     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:                                                                           XS2427887026
     Common Code:                                                                    242788702
     CFI:                                                                            See the website of the Association of National Numbering Agencies (ANNA) or
                                                                                     alternatively sourced from the National Numbering Agency that assigned the
                                                                                     ISIN
     FISN:                                                                           See 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) other than Euroclear Bank SA/NV and Clearstream Banking  Not Applicable
     S.A. and the relevant identification number(s):
     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
     Trade Date:                                                                     23 December 2021

 

 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:   Daiwa Capital Markets Europe Limited
     (e)   US Selling Restrictions:             Reg. S Compliance Category 2; TEFRA D
     (f)   Additional selling restrictions:     Not Applicable

 

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