REG - QNB Finance Ltd - Publication of Final Terms (ISIN: XS2397781860)

Deutsche Boerse AGAnnouncement

12/10/2021 14:35

RNS Number : 8292O
  
QNB Finance Ltd
  
12 October 2021
  
 

FORM OF FINAL TERMS
 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 8 October 2021
QNB Finance Ltd

(LEI: 549300MY0DXTHQEX5O57)

Issue of USD 20,000,000 Fixed Rate Notes due 13 October 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 London Stock Exchange, which is a regulated market/a specific segment of a regulated market (as defined in UK MiFIR), to which only qualified investors (as defined in the UK 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 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 supplement(s) thereto dated 12 April 2021 and 12 July 2021 , which together constitute a base prospectus (the "Prospectus") for the purposes 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 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:


380




 


(b) Tranche Number:


1




3


Specified Currency or Currencies:


United States Dollar (USD)




4


Aggregate Nominal Amount of Notes:


USD 20,000,000




 


(a) Series:


USD 20,000,000




 


(b) Tranche:


USD 20,000,000




5


Issue Price:


100 per cent. of the Aggregate Nominal Amount




6


(a) Specified Denominations:


USD 200,000




 


(b) Calculation Amount:


USD 200,000




7


(a) Issue Date:


13 October 2021




 


(b) Interest Commencement Date:


Issue Date




8


Maturity Date:


13 October 2024




9


Interest Basis:


1.26 per cent. Fixed Rate per annum




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(s) of Interest:


1.26 per cent. per annum payable semi-annually in arrear


 




 


(b)  Interest Payment Date(s):


Semi-Annually on every 13 of April and October in each year, commencing from 13 April 2022, up toand including the Maturity Date


 




 


(c)   Fixed Coupon Amount[(s)]:


To be determined by the Calculation Amount


 




 


(d)  Broken Amount(s):


Not Applicable


 




 


(e)   Day Count Fraction:


30/360 Adjusted


 




 


(g)   Other terms relating to the method of calculating interest for Fixed Rate Notes:


Not Applicable


 




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:


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):


At par plus accrued interests



 
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:


New York City and London




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 the Issue Date




 


(c)   Estimate of total expenses related to admission to trading:


GBP 695.00




2


Ratings:


The Notes to be issued have 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:


General corporate purposes




5


Fixed Rate Notes only-Yield


 




 


Indication of yield:


1.26




 


 


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:


XS2397781860




 


Common Code:


239778186




 


CFI:


 
DTFUFB




 


FISN:


 
QNB FINANCE LIM/1.2599EMTN 20241013




 


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 5 AL, United Kingdom




 


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


Not Applicable




 


Trade Date:


6 October 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:


BNP Paribas




 


(e)   US Selling Restrictions:


Reg. S Compliance Category 2;
TEFRA D




 


(f)   Additional selling restrictions:


Not Applicable



 

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