Publication of Final Terms XS2756976218

QNB Finance Ltd

30 January 2024

 

Final Terms dated 26 January 2024

QNB Finance Ltd
(LEI: 549300MY0DXTHQEX5O57)

Issue of U.S.$1,000,000,000 4.875 per cent. Notes due 2029
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 each 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 distributor should take into consideration the manufacturers' 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 manufacturers' 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, as modified or amended from time to time (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 17 March 2023 and the supplements thereto dated 19 April 2023, 12 July 2023, 30 November 2023 and 22 January 2024 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 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 supplements thereto are available for viewing at the market news section of the London Stock Exchange website (http://www.londonstockexchange.com/exchange/prices-and-news/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 160 Queen Victoria Street, London EC4V 4LA, United Kingdom.

Article 26(5) PD Regulations   1	(a) Issuer:	QNB Finance Ltd
	(b) Guarantor:	Qatar National Bank (Q.P.S.C.)
2	(a) Series Number:	480
	(b) Tranche Number:	1
3	Specified Currency or Currencies:	United States dollars ("U.S.$")
4	Aggregate Nominal Amount of Notes:	U.S.$1,000,000,000
	(a) Series:	U.S.$1,000,000,000
	(b) Tranche:	U.S.$1,000,000,000
5	Issue Price:	99.20 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:	30 January 2024
	(b) Interest Commencement Date:	30 January 2024
8	Maturity Date:	30 January 2029
9	Interest Basis:	4.875 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:	4.875 per cent. per annum payable semi-annually in arrear
	(b)  Interest Payment Dates:	30 January and 30 July in each year up to and including the Maturity Date, commencing on 30 July 2024
	(c)   Fixed Coupon Amount:	U.S.$24.375 per Calculation Amount
	(d)  Broken Amount(s):	Not Applicable
	(e)   Day Count Fraction:	30/360
	(f)   Determination Dates:	Not Applicable
	(g)   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:	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:	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:	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 has been 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 or around 30 January 2024.
	(c)   Estimate of total expenses related to admission to trading:	GBP 6,250
2	Ratings:	The Notes to be issued have been rated:
		S&P: A+
		Moody's: Aa3
		Fitch: A As defined by S&P, an obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong. The modifier '+' indicates a rating towards the higher end of the 'A' category. As defined by Moody's, obligations rated 'Aa3' are judged to be of high quality are subject to very low credit risk. The modifier "3" indicates a ranking in the lower end of the 'Aa' generic category. As defined by Fitch, a rating of 'A' denotes expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
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.$990,950,000
5	Fixed Rate Notes only-Yield
	Indication of yield:	5.058 per cent.
		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:	XS2756976218
	Common Code:	275697621
	Trade Date:	23 January 2024
	CMU Instrument Number:	Not Applicable
	CFI:	DTFNFR, 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 / 4.875EMTN 20290130, 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
	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 160 Queen Victoria Street London EC4V 4LA United Kingdom
	Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
7	Distribution
	(a)   Method of distribution:	Syndicated
	(b)   If syndicated, names of Managers:	Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, J.P Morgan Securities plc, QNB Capital LLC, SMBC Nikko Capital Markets Limited and Standard Chartered Bank
	(c)   Stabilisation Manager(s) (if any):	Standard Chartered Bank
	(d)   If non-syndicated, name of Dealer:	Not Applicable
	(e)   US Selling Restrictions:	Reg. S Compliance Category 2; TEFRA not applicable
	(f)   Additional selling restrictions:	Not Applicable

 

END