Publication of Final Terms

QNB Finance Ltd

02 October 2024

 

Notice to the holders of the Notes (as defined below)
issued under the Medium Term Note Programme of QNB Finance Ltd and guaranteed by Qatar National Bank (Q.P.S.C.)

NOTICE IS HEREBY GIVEN to the holders of the following Series of Notes issued by QNB Finance Ltd (the "Issuer") under its medium term note programme (the "Programme"):

(A)       U.S.$250,000,000 Floating Rate Notes due 2025 (ISIN: XS2122922573) issued on 3 March 2020 (the "Series A Notes"); and

(B)       U.S.$20,000,000 Floating Rate Notes due 2025 (ISIN: XS2130137776) issued on 5 March 2020 (the "Series B Notes")

(together, the "Notes" and each a "Series"),

that a Benchmark Event (as defined in the terms and conditions of the Notes (the "Conditions") occurred on 30 September 2024 in relation to the Original Reference Rate and accordingly, pursuant to Condition 5(j)(i) (Independent Adviser), the Issuer appointed Conv-Ex Advisors Limited as the Independent Adviser (as defined in the Conditions) to determine, inter alia, the Successor Rate together with any Adjustment Spread and any Benchmark Amendments.

The Independent Adviser has determined that (i) compounded SOFR (calculated in arrear) shall be the Successor Rate in respect of each Interest Period for each Series commencing after the date of this Notice (such Successor Rate is referred to in the Amended and Restated Final Terms (as defined below) as "Compounded SOFR Average"); (ii) an Adjustment Spread of 0.26161% shall be applied to the Successor Rate to determine the Rate of Interest on the Notes; and (iii) corresponding conforming changes are necessary to ensure the proper operation of such Successor Rate (including, for the avoidance of doubt, the manner in which the Successor Rate will be calculated) and the Adjustment Spread.

Terms used but not otherwise defined in this Notice shall have the meaning given to them in the Conditions and the Final Terms relating to the applicable Series of Notes.

For each Series, the effective date for the abovementioned Benchmark Amendments shall be the first day of the first Interest Period commencing after the date of this notice, and accordingly such amendments shall apply on and following the next Interest Determination Date with respect to the each Series.

Following the determination by the Independent Adviser, the Issuer has, pursuant to Condition 5(j) (Benchmark Event), entered into a supplemental agency agreement dated 2 October 2024 (the "Supplemental Agency Agreement") amending and supplementing the Agency Agreement, in relation to the Notes only, in order to effect the Benchmark Amendments referred to above, together with (i) an amended and restated final terms setting out the amended final terms of the Series A Notes on 2 October 2024 (the "Series A Amended and Restated Final Terms"); and (ii) an amended and restated final terms setting out the amended final terms of the Series B Notes on 2 October 2024 (the "Series B Amended and Restated Final Terms" and together, the "Amended and Restated Final Terms"), to effect, among others, the Successor Rate, the Adjustment Spread and such other consequential changes made to the Conditions as necessary to ensure the proper operation of such Successor Rate and the Adjustment Spread, which shall in each case be binding on the Issuer and the holders of the respective Series of Notes and shall be effective in respect of each Interest Period for each Series commencing after the date of this Notice.

Details of such amendments are more fully set out in the Amended and Restated Final Terms which are separately available via the following hyperlinks:

http://www.rns-pdf.londonstockexchange.com/rns/6904G_1-2024-10-2.pdf

http://www.rns-pdf.londonstockexchange.com/rns/6904G_2-2024-10-2.pdf

This notice is given by:

QNB FINANCE LTD

Dated 2 October 2024.

Nothing in this announcement or the electronic transmission thereof constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and the Notes may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

END

 

END