REG - QNB Finance Ltd - Publication of Final Terms (ISIN XS2446809258)

Deutsche Boerse AGAnnouncement

21/02/2022 13:15

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RNS Number : 2632C  QNB Finance Ltd  21 February 2022

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 22 February 2022

 

QNB Finance Ltd

(LEI: 549300MY0DXTHQEX5O57)

Issue of CNY 147,000,000 Fixed Rate Notes due 22 February 2025

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:                                                     399
     (b) Tranche Number:                                                    1
 3   Specified Currency or Currencies:                                      Chinese Renminbi, the lawful currency of the People`s Republic of China
                                                                            ("CNY")

 4   Aggregate Nominal Amount of Notes:                                     CNY 147,000,000
     (a) Series:                                                            CNY 147,000,000
     (b) Tranche:                                                           CNY 147,000,000
 5   Issue Price:                                                           100.00 per cent. of the Aggregate Nominal Amount
 6   (a) Specified Denominations:                                           CNY 1,000,000
     (b) Calculation Amount:                                                CNY 1,000,000
 7   (a) Issue Date:                                                        22 February 2022
     (b) Interest Commencement Date:                                        Issue Date
 8   Maturity Date:                                                         22 February 2025
 9   Interest Basis:                                                        3.40 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:                                                        3.40 per cent. per annum payable annually in arrear
     (b)  Interest Payment Date(s):                                                22 February in each year adjusted in accordance with Condition 5(a)
     (c)   Fixed Coupon Amount(s):                                                 To be determined by the Calculation Agent
     (d)  Broken Amount(s):                                                        Not Applicable
     (e)   Day Count Fraction:                                                     Actual/365 (Fixed), Adjusted
     (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:                                           CNY 1,000,000 per Calculation Amount
 21  Early Redemption Amount:                                                        Applicable
     Early Redemption Amount(s) per Calculation Amount payable on redemption for     CNY 1,000,000 per Calculation Amount
     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:  London and New York in addition to Beijing and Hong Kong
 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 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 22 February 2022.
     (c)   Estimate of total expenses related to admission to trading:               GBP 750
 2   Ratings:                                                                        The Notes to be issued have been rated:
                                                                                     Moody's: Aa3
 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:                                                    Approximately CNY 147,000,000
 5   Fixed Rate Notes only-Yield
     Indication of yield:                                                            3.40% 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:                                                                           XS2446809258
     Common Code:                                                                    244680925
     CFI:                                                                            DTFUFB
     FISN:                                                                           QNB FINANCE LIM/3.4EMTN 20250222
     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

 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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