REG - QNB Finance Ltd - Publication of Final Terms (ISIN: XS2162033729)

Mizuho FinancialAnnouncement

07/05/2020 13:25

RNS Number : 3013M
  
QNB Finance Ltd
  
07 May 2020
  
 

Final Terms dated 7 May 2020
 
QNB Finance Ltd

(LEI: 549300MY0DXTHQEX5O57)

Issue of U.S.$1,000,000,000 2.625 per cent. Notes due 2025

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

under the U.S.$17,500,000,000

Medium Term Note Programme
MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of each 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 manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are 'prescribed capital markets products' (as defined in the CMP Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04 N12: Notice on the Sale of Investment Products and MAS Notice FAA N16: Notice on Recommendations on Investment Products).
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 18 March 2020 and the supplement thereto dated 14 April 2020, which together constitute a base prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Prospectus in order to obtain all the relevant information. The Prospectus and the supplement 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:


269




 


(b) Tranche Number:


1




3


Specified Currency or Currencies:


U.S. dollars ("U.S.$")




4


Aggregate Nominal Amount of Notes:


U.S.$1,000,000,000




5


Issue Price:


99.860 per cent. of the Aggregate Nominal Amount




6


(a) Specified Denominations:


U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof




 


(b) Calculation Amount:


U.S.$1,000




7


(a) Issue Date:


12 May 2020




 


(b) Interest Commencement Date:


Issue Date




8


Maturity Date:


12 May 2025




9


Interest Basis:


2.625 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:


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


 




 


(b)  Interest Payment Date(s):


12 May and 12 November in each year up to and including the Maturity Date, commencing on 12 November 2020


 




 


(c)   Fixed Coupon Amount:


U.S.$13.125 per Calculation Amount


 




 


(d)  Broken Amount(s):


Not Applicable


 




 


(e)   Day Count Fraction:


30/360


 




 


(f)   Determination Dates:


Not Applicable


 




 


(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:


U.S.$1,000 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):


U.S.$1,000



 
GENERAL PROVISIONS APPLICABLE TO THE NOTES



22


Form of Notes:


Registered Notes:
Regulation S Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg




23


Financial Centre(s) or other special provisions relating to payment dates:


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 and 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 Regulated Market with effect from or around 12 May 2020.




 


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


GBP 4,790




2


Ratings:


The Notes to be issued have been rated:




 


 


S&P: A




 


 


Moody's: Aa3




 


 


Fitch: A+
As defined by S&P, an obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong.
As defined by Moody's, obligations rated 'Aa3' are judged to be of high quality are subject to very low credit risk. The modifier "3" indicates a ranking in the lower end of the 'Aa' generic category.
As defined by Fitch, a rating of 'A' denotes expecations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. The modifier "+" indicates a ranking in the higher end of the "A" rating category.




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:


U.S.$996,800,000




5


Fixed Rate Notes only-Yield


 




 


Indication of yield:


2.655 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:


XS2162033729




 


Common Code:


216203372




 


CFI:


DTVUFR, 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/VAREMTN 20250428, 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 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 5AL 
United Kingdom




 


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


Not Applicable




 
7


 
Distribution


 




 


(a)   Method of distribution:


Syndicated




 


(b)   If syndicated, names of Managers:


Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., London Branch, Mizuho International plc, QNB Capital LLC and Standard Chartered Bank




 


(c)   Stabilisation Manager(s) (if any):


Standard Chartered Bank




 


(d)   If non-syndicated, name of Dealer:


Not Applicable




 


(e)   US Selling Restrictions:


Reg. S Compliance Category 2;
TEFRA not applicable



 


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