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"); (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 19 April 2021
QNB Finance Ltd
(LEI: 549300MY0DXTHQEX5O57)
Issue of USD 100,000,000 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
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 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.
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, which constitutes a base prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of 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 [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 |
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| (b) Guarantor: | Qatar National Bank (Q.P.S.C.) |
| 2 | (a) Series Number: | 343 |
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| (b) Tranche Number: | 1 |
| 3 | Specified Currency or Currencies: | United States Dollars ("USD") |
| 4 | Aggregate Nominal Amount of Notes: |
|
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| (a) Series: | USD 100,000,000 |
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| (b) Tranche: | USD 100,000,000 |
| 5 | Issue Price: | 100 per cent. of the Aggregate Nominal Amount |
| 6 | (a) Specified Denominations: | USD 200,000 |
|
| (b) Calculation Amount: | USD 200,000 |
| 7 | (a) Issue Date: | 21 April 2021 |
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| (b) Interest Commencement Date: | Issue Date |
| 8 | Maturity Date: | 21 April 2023 |
| 9 | Interest Basis: | 1.03 per cent. Fixed Rate |
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| 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: | [ISSUER TO CONFIRM] |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 14 | Fixed Rate Note Provisions: | Applicable |
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| (a) Rate of Interest: | 1.03 per cent. per annum payable semi-annually in arrear |
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| (b) Interest Payment Date(s): | 21 October and 21 April in each year from and including 21 October 2021 up to and including the Maturity Date, not adjusted |
|
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| (c) Fixed Coupon Amount(s): | USD 1,030 per Calculation Amount |
|
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| (d) Broken Amount(s): | Not Applicable |
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|
| (e) Day Count Fraction: | 30/360 |
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|
| (f) Determination Dates: | Not Applicable |
|
|
| (g) Other terms relating to the method of calculating interest for Fixed Rate Notes: | Not Applicable |
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| 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: | USD 200,000 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: | London and New York |
| 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 |
| 26 | Prohibition of Sales to 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 |
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| (a) Listing: | London |
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| (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 21 April 2021[ISSUER TO CONFIRM] |
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| (c) Estimate of total expenses related to admission to trading: | [ISSUER TO CONFIRM] |
| 2 | Ratings: | The Notes to be issued have not been rated |
| 3 | Interests of Natural and Legal Persons Involved in the Issue/Offer | |
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| 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 | |
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| (a) Reasons for the offer: | General corporate purposes [ISSUER TO CONFIRM] |
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| (b) Estimated net proceeds: | USD 99,960,000 |
| 5 | Fixed Rate Notes only-Yield |
|
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| Indication of yield: | 1.03% per annum |
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| 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 |
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| ISIN: | XS2333653199 |
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| Common Code: | 233365319 |
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| CFI: | Not Applicable |
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| FISN: | Not Applicable |
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| Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): | Not Applicable |
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| 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
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| Names and addresses of additional Paying Agent(s) (if any): | Not Applicable |
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7 |
Distribution |
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| (a) Method of distribution: | Non-syndicated |
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| (b) If syndicated, names of Managers: | Not Applicable |
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| (c) Stabilisation Manager(s) (if any): | Not Applicable |
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| (d) If non-syndicated, name of Dealer: | MUFG Securities EMEA plc |
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| (e) US Selling Restrictions: | Reg. S Compliance Category 2; TEFRA D |
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| (f) Additional selling restrictions: | Not Applicable |
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