Final Terms dated 24 November 2022
QNB Finance Ltd
(LEI: 549300MY0DXTHQEX5O57)
Issue of U.S.$100,000,000 Floating Rate Notes due 2029
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 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.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act 2001 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 2022 and the supplement(s) thereto dated 13 April 2022, 19 July 2022 and 18 November 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 European Union (Withdrawal) Act 2018 (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 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.
| (a) Issuer: | QNB Finance Ltd | ||
|
| (b) Guarantor: | Qatar National Bank (Q.P.S.C.) | ||
| 2 | (a) Series Number: | 432 | ||
|
| (b) Tranche Number: | 1 | ||
| 3 | Specified Currency or Currencies: | United States dollars ("U.S.$") | ||
| 4 | Aggregate Nominal Amount of Notes: | U.S.$100,000,000 | ||
|
| (a) Series: | U.S.$100,000,000 | ||
|
| (b) Tranche: | U.S.$100,000,000 | ||
| 5 | Issue Price: | 99.945 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: | 28 November 2022 | ||
|
| (b) Interest Commencement Date: | 28 November 2022 | ||
| 8 | Maturity Date: | 28 November 2029 | ||
| 9 | Interest Basis: | Compounded SOFR Average + 1.64 per cent. per annum Floating 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 |
| 14 | Fixed Rate Note Provisions: | Not Applicable |
|
| 15 | Floating Rate Note Provisions: | Applicable | |
| | (a) Interest Period(s): | As per the Conditions The end date of each Interest Period shall be subject to adjustment in accordance with the Business Day Convention specified in paragraph 15(e) below | |
| | (b) Specified Interest Payment Dates: | 28 February, 28 May, 28 August and 28 November in each year commencing on and including the First Interest Payment Date up to and including the Maturity Date, subject, in each case, to adjustment in accordance with the Business Day Convention specified in paragraph 15(e) below | |
| | (c) First Interest Payment Date: | 28 February 2023, subject to adjustment in accordance with the Business Day Convention specified in paragraph 15(e) below | |
| | (d) Interest Period Date: | As per the Conditions | |
| | (e) Business Day Convention: | Modified Following Business Day Convention | |
| | (f) Business Centre(s): | London and New York | |
| | (g) Manner in which the Rate(s) of Interest is/are to be determined: | Screen Rate Determination | |
| | (h) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Fiscal Agent): | The Fiscal Agent shall be the Calculation Agent | |
| | (i) Screen Rate Determination: | Applicable - SOFR Benchmark | |
| | - Reference Rate: | Amounts payable under the Notes will be calculated by reference to SOFR which is provided by the Federal Reserve Bank of New York. As at the date hereof, the Federal Reserve Bank of New York does not appear in the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of the domestic law by virtue of the EUWA (the "UK Benchmarks Regulation"). As far as the Issuer is aware, the Federal Reserve Bank of New York, as administrator of SOFR, is not required to be registered by virtue of Article 2 of the UK Benchmarks Regulation. | |
| | - Interest Determination Date(s): | Five U.S. Government Securities Business Days prior to each Interest Period Date | |
| | - Relevant Time: | Not Applicable | |
| | - Relevant Screen Page: | Not Applicable
| |
| | - Relevant Financial Centre: | Not Applicable | |
| | - SONIA Benchmark: | Not Applicable | |
| | - SOFR Benchmark: | Compounded SOFR Average | |
| | - SARON Benchmark: | Not Applicable | |
| | - Compounded SOFR Average: | SOFR Observation Lag | |
| | - Lookback Days: | Five U.S. Government Securities Business Days | |
| | - SOFR Observation Shift Days: | Not Applicable | |
| | - Interest Payment Delay Days: | Not Applicable | |
| | - SOFR Rate Cut-Off Date: | Not Applicable | |
| | - SOFR IndexStart: | Not Applicable | |
| | - SOFR IndexEnd: | Not Applicable | |
| | - D: | Not Applicable | |
| | - Fallback Provisions: | Condition 5(j)(2) (Benchmark Discontinuation (SOFR)) | |
| | (j) ISDA Determination: | Not Applicable | |
| | (k) Linear Interpolation: | Not Applicable
| |
| | (l) Margin(s): | +1.64 per cent. per annum | |
| | (m) Minimum Rate of Interest: | 0 per cent. per annum | |
| | (n) Maximum Rate of Interest: | Not Applicable | |
| | (o) Day Count Fraction: | Actual/360 | |
| | (p) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: | As per the Conditions | |
| 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: | New York 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: | 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 28 November 2022 |
| | (c) Estimate of total expenses related to admission to trading: | GBP4,200 |
| 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: | U.S.$99,945,000 |
| 5 | Operational Information | |
| | ISIN: | XS2559476564 |
| | Common Code: | 255947656 |
| | Trade Date: | 17 November 2022 |
| | CMU Instrument Number: | Not Applicable |
| | CFI: | DTVUFB, 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 20291128, 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/Not Applicable |
| | Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking S.A. and the CMU Service 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 |
| | 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: | Goldman Sachs International |
| | (e) US Selling Restrictions: | Reg. S Compliance Category 2; TEFRA not applicable |
| | (f) Additional selling restrictions: | Not Applicable |