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QNB Finance Ltd - Publication of Final Terms

Thu, 8th Aug 2019 14:11

RNS Number : 4473I
QNB Finance Ltd
08 August 2019
 

Final Terms

PROHIBITION OF SALES TO EEA 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 European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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).

Final Terms dated 8 August 2019

 

QNB Finance Ltd (LEI: 549300MY0DXTHQEX5O57)

Issue of U.S.$130,000,000 Floating Rate Notes due March 2024 (the "Notes") (to be consolidated and form a single Series with the existing XS1900151496 U.S.$500,000,000 Floating Rate Notes due March 2024 issued on 12 March 2019) 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 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 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 manufacturer's 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 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 6 September 2018 and the supplements thereto dated 11 October 2018, 18 January 2019 and 16 April 2019, which are incorporated by reference into the prospectus dated 17 July 2019. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the "Prospectus Directive") and must be read in conjunction with the prospectus dated 17 July 2019, which constitutes a base prospectus (the "Prospectus") for the purposes of the Prospectus Directive, save in respect of the Conditions, which are extracted from the prospectus dated 6 September 2018 and the supplements thereto dated 11 October 2018, 18 January 2019 and 16 April 2019. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is 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:

207 (to be consolidated and form a single Series with the existing XS1900151496 U.S.$500,000,000 Floating Rate Notes due March 2024 issued on 12 March 2019 (the "Existing Notes"))

 

(b)       Tranche Number:

2

 

(c)        Date on which the Notes will be consolidated and form a single Series:

The Notes will be consolidated and form a single Series with the Existing Notes on or after the first day following the expiry of 40 days after the Issue Date

 

 

 

3      

Specified Currency or Currencies:

United States Dollars ("U.S.$")

4      

Aggregate Nominal Amount of Notes:

 

 

(a)        Series:

U.S.$630,000,000

 

(b)       Tranche:

U.S.$130,000,000

5      

Issue Price:

100.872 per cent. of the Aggregate Nominal Amount plus U.S.$822,900 (representing accrued interest in respect of the period from, and including the Interest Commencement Date to, but excluding, the Issue Date)

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 August 2019

 

(b)       Interest Commencement Date:

12 June 2019

8      

Maturity Date:

The Interest Payment Date falling on or nearest to 12 March 2024

9      

Interest Basis:

3-month U.S.$ LIBOR + 1.30 per cent. per annum

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)        Board approval for issuance of Notes and Guarantee obtained:

Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14    

Fixed Rate Note Provisions:

Not Applicable

15    

Floating Rate Note Provisions:

Applicable

 

(a)        Interest Period(s):

The initial Interest Period is the period from and including 12 June 2019 up to but excluding the First Interest Payment Date. Each subsequent Interest Period is the period from and including an Interest Payment Date up to but excluding the next Interest Payment Date

 

(b)       Specified Interest Payment Dates:

12 June, 12 September, 12 December and 12 March of each year

 

(c)        First Interest Payment Date:

12 September 2019

 

(d)       Interest Period Date:

Not Applicable

 

(e)        Business Day Convention:

Modified Following Business Day Convention

 

(f)        Business Centre(s):

New York and London

 

(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):

Principal Paying Agent

 

(i)         Screen Rate Determination:

Applicable

 

           - Reference Rate:

3-month U.S.$ LIBOR

LIBOR is provided by ICE Benchmark Administration Limited. As at the date hereof, ICE Benchmark Administration Limited appears in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 (Register of administrators and benchmarks) of Regulation (EU) 2016/1011, as amended.

 

           - Interest Determination Date(s):

The date falling two London Business Days prior to the first day of each Interest Period

 

           - Relevant Time:

11 a.m. London time

 

           - Relevant Screen Page:

Reuters Screen LIBOR01 Page

 

           - Relevant Financial Centre:

London

 

(j)         ISDA Determination:

 

 

           - Floating Rate Option:

Not Applicable

 

           - Designated Maturity:

Not Applicable

 

           - Reset Date:

Not Applicable

 

(k)        Linear Interpolation:

Not Applicable

 

(l)         Margin(s):

+1.30 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:

Act/360, adjusted

 

(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

 

(q)       ISDA Definitions:

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):

As per 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:

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:

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 Stock Exchange

 

(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 Regulated Market with effect from 12 August 2019

 

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

£5,515

2        

Ratings:

The Notes to be issued are expected to be 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

 

Reasons for the offer:

General Business Purposes

5        

Fixed Rate Notes only - Yield

 

 

Indication of yield:

Not Applicable

6        

Operational Information

 

 

ISIN:

XS2039787150 fungible after 40 days with XS1900151496

 

Common Code:

203978715 fungible after 40 days with 190015149

 

CFI:

As set out on the website of the Association of National Number Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN

 

FISN:

As set out on the website of the Association of National Number Agencies (ANNA)

 

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

Distribution

 

 

(a)        Method of distribution:

Syndicated

 

(b)       If syndicated, names of            Managers:

Crédit Agricole Corporate and Investment Bank Taishin International Bank Co., Ltd.

 

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

Not Applicable

 

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

Not Applicable

 

(e)        US Selling Restrictions:

Reg. S Compliance Category 2;

TEFRA D

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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