REG - QNB Finance Ltd - Publication of Final Terms (ISIN: XS2439215208)
02/02/2022 13:00
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RNS Number : 4838A QNB Finance Ltd 02 February 2022
Final Terms dated 3 February 2022
QNB Finance Ltd
(LEI: 549300MY0DXTHQEX5O57)
Issue of AUD 30,000,000 3.40 per cent. Fixed Rate Notes due February 2032
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 supplements thereto dated 12 April 2021, 12 July 2021,
11 October 2021 and 18 January 2022 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 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 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: 397
(b) Tranche Number: 1
3 Specified Currency or Currencies: Australian Dollars ("ADD")
4 Aggregate Nominal Amount of Notes: AUD 30,000,000
(a) Series: AUD 30,000,000
(b) Tranche: AUD 30,000,000
5 Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
6 (a) Specified Denominations: AUD 200,000 and integral multiples of AUD 200,000 in excess thereof
(b) Calculation Amount: AUD 200,000
7 (a) Issue Date: 7 February 2022
(b) Interest Commencement Date: Issue Date
8 Maturity Date: 7 February 2032
9 Interest Basis: 3.40 per cent. per annum 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(s) of Interest: 3.40 per cent. per annum payable annually in arrear
(b) Interest Payment Date(s): The first Coupon Payment Date is 7 February 2023. The subsequent Coupon
Payment Dates are on 7 February of each year with the final Coupon Payment
Date falling on the Maturity Date, subject to adjustment in accordance with
the Following Business Day Convention.
Not Applicable
Not Applicable
30/360, unadjusted
Not Applicable
Not Applicable
(c) Fixed Coupon Amount(s):
(d) Broken Amount(s):
(e) Day Count Fraction:
(f) Determination Dates:
(g) Other terms relating 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 of each Note: AUD 200,000 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: Sydney, 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: Not Applicable
26 Prohibition of Sales to UK Retail Investors: Not 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 is expected to be 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 7 February 2022.
(c) Estimate of total expenses related to admission to trading: GBP 695.00
2 Ratings: The Notes to be issued have been rated:
S&P: A
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: AUD 30,000,000
5 Fixed Rate Notes only-Yield
Indication of yield: 3.40 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: XS2439215208
Common Code: 243921520
CFI: DTFUFB, as updated, as set out on the website of the Association of National
Numbering Agencies (ANNA) or alternatively sourced from the National Numbering
Agency that assigned the ISIN
FISN: QNB FINANCE LIM/3.4EMTN 20320207, as updated, as set out on 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 Squre
London E14 5AL
United Kingdom
Names and addresses of additional Paying Agent(s) (if any): Not Applicable
Trade Date: 25 January 2022
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: Merrill Lynch International
(e) US Selling Restrictions: Reg. S Compliance Category 2;
TEFRA D
(f) Additional selling restrictions: Not Applicable
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