REG - QNB Finance Ltd - Notice to the holders of the Notes

Intercontinental ExchangeAnnouncement

03/07/2023 08:15

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RNS Number : 6487E  QNB Finance Ltd  03 July 2023

Notice to the holders of the Notes (as defined below)

issued under the Medium Term Note Programme of QNB Finance Ltd and guaranteed
by Qatar National Bank (Q.P.S.C.)

NOTICE IS HEREBY GIVEN to the holders of the following Series of Notes issued
by QNB Finance Ltd (the "Issuer") under its medium term note programme (the
"Programme"):

(A)       U.S.$115,000,000 Floating Rate Notes due 2025 (ISIN:
XS2158813696) issued on 27 April 2020 (the "Series A Notes");

(B)       U.S.$100,000,000 Floating Rate Notes due 2025 (ISIN:
XS2159786305) issued on 28 April 2020 (the "Series B Notes");

(C)       U.S.$20,000,000 Floating Rate Notes due 2025 (ISIN:
XS2230278223) issued on 15 September 2020 (the "Series C Notes");

(D)       U.S.$20,000,000 Floating Rate Notes due 2025 (ISIN:
XS22665360193) issued on 2 December 2020 (the "Series D Notes"); and

(E)       U.S.$20,000,000 Floating Rate Notes due 2026 (ISIN:
XS2290368823) issued on 25 January 2021 (the "Series E Notes")

(together, the "Notes" and each a "Series"),

that a Benchmark Event (as defined in the terms and conditions of the Notes
(the "Conditions") occurred on 1 July 2023 in relation to the Original
Reference Rate and accordingly, pursuant to Condition 5(j)(i) (Independent
Adviser), the Issuer appointed Conv-Ex Advisors Limited as the Independent
Adviser (as defined in the Conditions) to determine, inter alia, the Successor
Rate together with any Adjustment Spread and any Benchmark Amendments.

The Independent Adviser has determined that (i) compounded SOFR (calculated in
arrear) shall be the Successor Rate in respect of each Interest Period for
each Series commencing after the date of this Notice (such Successor Rate is
referred to in the Amended and Restated Final Terms (as defined below) as
"Compounded SOFR Average"); (ii) an Adjustment Spread of 0.26161% shall be
applied to the Successor Rate to determine the Rate of Interest on the Notes;
and (iii) corresponding conforming changes are necessary to ensure the proper
operation of such Successor Rate (including, for the avoidance of doubt, the
manner in which the Successor Rate will be calculated) and the Adjustment
Spread.

Terms used but not otherwise defined in this Notice shall have the meaning
given to them in the Conditions and the Final Terms relating to the applicable
Series of Notes.

The effective date for the abovementioned Benchmark Amendments shall be the
date of this Notice, and accordingly such amendments shall apply on and
following the next Interest Determination Date with respect to the relevant
Series.

Following the determination by the Independent Adviser, the Issuer has,
pursuant to Condition 5(j) (Benchmark Event), entered into a supplemental
agency agreement dated 3 July 2023 (the "Supplemental Agency Agreement")
amending and supplementing the Agency Agreement, in relation to the Notes
only, in order to effect the Benchmark Amendments referred to above, together
with (i) an amended and restated final terms setting out the amended final
terms of the Series A Notes on 3 July 2023 (the "Series A Amended and Restated
Final Terms"); (ii) an amended and restated final terms setting out the
amended final terms of the Series B Notes on 3 July 2023 (the "Series B
Amended and Restated Final Terms"); (iii) an amended and restated final terms
setting out the amended final terms of the Series C Notes on 3 July 2023 (the
"Series C Amended and Restated Final Terms"); (iv) an amended and restated
final terms setting out the amended final terms of the Series D Notes on 3
July 2023 (the "Series D Amended and Restated Final Terms"); and (v) an
amended and restated final terms setting out the amended final terms of the
Series E Notes on 3 July 2023 (the "Series E Amended and Restated Final Terms"
and together, the "Amended and Restated Final Terms"), to effect, among
others, the Successor Rate, the Adjustment Spread and such other consequential
changes made to the Conditions as necessary to ensure the proper operation of
such Successor Rate and the Adjustment Spread, which shall in each case be
binding on the Issuer and the holders of the respective Series of Notes and
shall be effective in respect of each Interest Period for each Series
commencing after the date of this Notice.

Details of such amendments are more fully set out in the Amended and Restated
Final Terms which are separately available via the following hyperlinks:

http://www.rns-pdf.londonstockexchange.com/rns/6487E_1-2023-7-2.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6487E_1-2023-7-2.pdf)

http://www.rns-pdf.londonstockexchange.com/rns/6487E_2-2023-7-2.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6487E_2-2023-7-2.pdf)

http://www.rns-pdf.londonstockexchange.com/rns/6487E_3-2023-7-2.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6487E_3-2023-7-2.pdf)

http://www.rns-pdf.londonstockexchange.com/rns/6487E_4-2023-7-2.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6487E_4-2023-7-2.pdf)

http://www.rns-pdf.londonstockexchange.com/rns/6487E_5-2023-7-2.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6487E_5-2023-7-2.pdf)

Aside from the five series of Notes specifically referred to above, the Issuer
currently has outstanding seven other series of U.S.$ denominated floating
rates which reference U.S.$ LIBOR. The series bearing ISINs XS1900151496,
XS1966143973, XS1980830894, XS2009075826 and XS2092458418 are together here
referred to as, the "X Notes"; and the series bearing ISINs XS2122922573 and
XS2130137776 are together here referred to as, the "Y Notes".

In relation to the X Notes, the Issuer has determined that no Benchmark Event
(as defined in the terms and conditions of the X Notes) has yet occurred nor
is expected to occur prior to the maturity date of the relevant series of
notes. As a result, interest will continue to be calculated and paid with
reference to 3-month U.S.$ LIBOR, which will continue to be published by the
administrator of LIBOR, ICE Benchmark Administration Limited (IBA), for a
short period after 30 June 2023 calculated using an unrepresentative
'synthetic' methodology ("Synthetic US Dollar LIBOR").

In relation to the Y Notes, a Benchmark Event (as defined in the terms and
conditions of the Y Notes) has not yet occurred, but may occur upon cessation
of publication of Synthetic US Dollar LIBOR (which the Financial Conduct
Authority announced on 3 April 2023 is intended to cease on 30 September
2024). In the event of the occurrence of a Benchmark Event in respect of the Y
Notes, the Issuer will notify holders thereof of any corresponding Successor
Rate, Alternative Rate, Adjustment Spread and/or Benchmark Amendments, as
applicable, in due course.

 

This notice is given by:

QNB FINANCE LTD

Dated 3 July 2023.

 

Nothing in this announcement or the electronic transmission thereof
constitutes or contemplates an offer of, an offer to purchase or the
solicitation of an offer to sell securities in the United States or any other
jurisdiction. The Notes have not been, and will not be, registered under the
Securities Act, or the securities laws of any state or other jurisdiction of
the United States, and the Notes may not be offered, sold or delivered,
directly or indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities Act)
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state or local
securities laws.

END

 

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