PROHIBITION OF SALES TO EEA AND 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 European Economic Area ("EEA") or in the United Kingdom (the "UK"). 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 or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
Final Terms dated 19 April 2021
QNB Finance Ltd
(LEI: 549300MY0DXTHQEX5O57)
Issue of CNY 400,000,000.00 Fixed Rate Notes due April 2023
Guaranteed by Qatar National Bank (Q.P.S.C.)
under the U.S.$22,500,000,000
Medium Term Note Programme
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(s) thereto dated 14 April 2020, 7 August 2020, 13 October 2020, 21 January 2021 and 12 April 2021 which together constitute a base prospectus (the "Prospectus") for the purposes of the Prospectus Directive. 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(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.
| 1 | (a) Issuer: | QNB Finance Ltd |
|
| (b) Guarantor: | Qatar National Bank (Q.P.S.C.) |
| 2 | (a) Series Number: | 342 |
|
| (b) Tranche Number: | 1 |
| 3 | Specified Currency or Currencies: | Offshore Renminbi (CNY) |
| 4 | Aggregate Nominal Amount of Notes: | CNY 400,000,000.00 |
|
| Series: | CNY 400,000,000.00 |
|
| Tranche: | CNY 400,000,000.00 |
| 5 | Issue Price: | 100 per cent. of the Aggregate Nominal Amount |
| 6 | (a) Specified Denominations: | CNY 1,000,000.00 |
|
| (b) Calculation Amount: | CNY 1,000,000.00 |
| 7 | (a) Issue Date: | 21 April 2021 |
|
| (b) Interest Commencement Date: | Issue Date |
| 8 | Maturity Date: | 21 April 2023 |
| 9 | Interest Basis: | 3.52 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: | 3.52 per cent. per annum payable annually in arrear |
|
|
| (b) Interest Payment Date(s): | Annually on 21 April in each year, commencing 21 April 2022, up to and including the Maturity Date |
|
|
| (c) Fixed Coupon Amount(s): | To be determined by theCalculation Amount |
|
|
| (d) Broken Amount(s): | Not Applicable |
|
|
| (e) Day Count Fraction: | Actual/365 (Fixed), adjusted |
|
|
| (f) 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: | CNY 1,000,000.00 per Calculation Amount |
| 21 | Early Redemption Amount: | Not Applicable |
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: | Hong Kong, New York City 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 and UK 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 |
|
| (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 related to admission to trading: | GBP 2,660.00 |
| 2 | Ratings: | Not Applicable |
| 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: | 3.52 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: | XS2333598154 |
|
| Common Code: | 233359815 |
|
| CFI: | DTFUFB |
|
| FISN: | QNB FINANCE LIM/.88EMTN 20230304 |
|
| 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 Squre, London E14 5 AL, United Kingdom |
|
| 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: | Not Applicable |
|
| (e) US Selling Restrictions: | Reg. S Compliance Category 2 TEFRA D |
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