QNB Finance Ltd Publication of Final Terms (ISIN: XS2388448867) (4850M)

TIDM77NQ

RNS Number : 4850M

QNB Finance Ltd

21 September 2021

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"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, 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.

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 21 September 2021

QNB Finance Ltd

(LEI: 549300MY0DXTHQEX5O57)

Issue of USD 50,000,000.00 Fixed Rate Notes due September 2031

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

under the U.S.$22,500,000,000

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.

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 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 and 12 July 2021, which together constitute a base prospectus (the "Prospectus") for the purposes of 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) 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:                         375 
      (b) Tranche Number:                        1 
 3    Specified Currency or Currencies:          United States Dollar (USD) 
 4    Aggregate Nominal Amount                   USD 50,000,000.00 
       of Notes: 
      (a) Series:                                USD 50,000,000.00 
      (b) Tranche:                               USD 50,000,000.00 
 5    Issue Price:                               100 per cent. of the Aggregate 
                                                  Nominal Amount 
 6    (a) Specified Denominations:               USD 200,000.00 
      (b) Calculation Amount:                    USD 200,000.00 
 7    (a) Issue Date:                            22 September 2021 
      (b) Interest Commencement                  Issue Date 
       Date: 
 8    Maturity Date:                             22 September 2031 
 9    Interest Basis:                            2.43 per cent. Fixed Rate 
 10   Redemption/Payment Basis:                  Redemption at par 
 11   Change of Interest or Redemption/Payment   Not Applicable 
       Basis: 
 12   Put/Call Options:                          Not Applicable 
 13   (a) Status of the Notes:                   Senior 
      (b) Status of the Guarantee:               Senior 
      (c) Date Board approval                    Not Applicable 
       for issuance of Notes and 
       Guarantee obtained: 
 

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

 
 14   Fixed Rate Note Provisions:      Applicable 
      (a) Rate of Interest:            2.43 per cent. per annum payable 
                                        semi-annually in arrear 
      (b) Interest Payment Date(s):    Semi-Annually on every 22 of 
                                        March and September in each year, 
                                        commencing from 22 March 2022, 
                                        up to and including the Maturity 
                                        Date 
      (c) Fixed Coupon Amount(s):      To be determined by the Calculation 
                                        Amount 
      (d) Broken Amount(s):            Not Applicable 
      (e) Day Count Fraction:          30/360 unadjusted 
      (f) Other terms relating         Not Applicable 
       to the method of calculating 
       interest for Fixed 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             USD 200,000.00 per Calculation 
       of each Note:                       Amount 
 21   Early Redemption Amount:            Applicable 
      Early Redemption Amount(s)          At par plus accrued interests 
       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): 
 

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    New York City and London 
       special provisions relating 
       to payment dates: 
 24   Talons for future Coupons       No 
       to be attached to Definitive 
       Notes (and dates on which 
       such Talons mature): 
 25   Prohibition of Sales to         Applicable 
       EEA Retail Investors: 
 26   Prohibition of Sales to         Applicable 
       UK Retail Investors: 
 

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 the Issue Date 
      (c) Estimate of total expenses           GBP 2,660.00 
       related to admission to 
       trading: 
 2    Ratings:                                 The Notes to be issued will 
                                                not be rated 
 3    Interests of Natural and Legal Persons Involved in the 
       Issue 
      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 
 5    Fixed Rate Notes only-Yield 
      Indication of yield:                     2.43 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:                                    XS2388448867 
  Common Code:                                 238844886 
  CFI:                                         DTFUFB 
  FISN:                                        QNB FINANCE LIM/2.43EMTN 20310922 
  Any clearing system(s)                       Not Applicable 
   other than Euroclear Bank 
   SA/NV and Clearstream Banking 
   S.A. and the relevant identification 
   number(s): 
  Names and addresses of                       The Bank of New York Mellon, 
   initial Paying Agent(s):                     acting through its London Branch, 
                                                One Canada Square, London E14 
                                                5 AL, United Kingdom 
  Names and addresses of                       Not Applicable 
   additional Paying Agent(s) 
   (if any): 
 7    Distribution 
  (a) Method of distribution:                  Non-syndicated 
  (b) If syndicated, names                     Not Applicable 
   of Managers: 
  (c) Stabilisation Manager(s)                 Not Applicable 
   (if any): 
  (d) If non-syndicated,                       Crédit Agricole Corporate 
   name of Dealer:                              and Investment Bank 
  (e) US Selling Restrictions:                 Reg. S Compliance Category 2 
                                                TEFRA D 
 

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September 21, 2021 07:44 ET (11:44 GMT)