Notice to the holders of the Notes
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.$115,000,000 Floating Rate Notes due 2025 (ISIN: XS2158813696) issued on 27 April 2020 (the "Series A Notes");
(B) U.S.$100,000,000 Floating Rate Notes due 2025 (ISIN: XS2159786305) issued on 28 April 2020 (the "Series B Notes");
(C) U.S.$20,000,000 Floating Rate Notes due 2025 (ISIN: XS2230278223) issued on 15 September 2020 (the "Series C Notes");
(D) U.S.$20,000,000 Floating Rate Notes due 2025 (ISIN: XS22665360193) issued on 2 December 2020 (the "Series D Notes"); and
(E) U.S.$20,000,000 Floating Rate Notes due 2026 (ISIN: XS2290368823) issued on 25 January 2021 (the "Series E 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 1 July 2023 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.
The effective date for the abovementioned Benchmark Amendments shall be the date of this Notice, and accordingly such amendments shall apply on and following the next Interest Determination Date with respect to the relevant 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 3 July 2023 (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 3 July 2023 (the "Series A Amended and Restated Final Terms"); (ii) an amended and restated final terms setting out the amended final terms of the Series B Notes on 3 July 2023 (the "Series B Amended and Restated Final Terms"); (iii) an amended and restated final terms setting out the amended final terms of the Series C Notes on 3 July 2023 (the "Series C Amended and Restated Final Terms"); (iv) an amended and restated final terms setting out the amended final terms of the Series D Notes on 3 July 2023 (the "Series D Amended and Restated Final Terms"); and (v) an amended and restated final terms setting out the amended final terms of the Series E Notes on 3 July 2023 (the "Series E 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/6487E_1-2023-7-2.pdf
http://www.rns-pdf.londonstockexchange.com/rns/6487E_2-2023-7-2.pdf
http://www.rns-pdf.londonstockexchange.com/rns/6487E_3-2023-7-2.pdf
http://www.rns-pdf.londonstockexchange.com/rns/6487E_4-2023-7-2.pdf
http://www.rns-pdf.londonstockexchange.com/rns/6487E_5-2023-7-2.pdf
Aside from the five series of Notes specifically referred to above, the Issuer currently has outstanding seven other series of U.S.$ denominated floating rates which reference U.S.$ LIBOR. The series bearing ISINs XS1900151496, XS1966143973, XS1980830894, XS2009075826 and XS2092458418 are together here referred to as, the "X Notes"; and the series bearing ISINs XS2122922573 and XS2130137776 are together here referred to as, the "Y Notes".
In relation to the X Notes, the Issuer has determined that no Benchmark Event (as defined in the terms and conditions of the X Notes) has yet occurred nor is expected to occur prior to the maturity date of the relevant series of notes. As a result, interest will continue to be calculated and paid with reference to 3-month U.S.$ LIBOR, which will continue to be published by the administrator of LIBOR, ICE Benchmark Administration Limited (IBA), for a short period after 30 June 2023 calculated using an unrepresentative 'synthetic' methodology ("Synthetic US Dollar LIBOR").
In relation to the Y Notes, a Benchmark Event (as defined in the terms and conditions of the Y Notes) has not yet occurred, but may occur upon cessation of publication of Synthetic US Dollar LIBOR (which the Financial Conduct Authority announced on 3 April 2023 is intended to cease on 30 September 2024). In the event of the occurrence of a Benchmark Event in respect of the Y Notes, the Issuer will notify holders thereof of any corresponding Successor Rate, Alternative Rate, Adjustment Spread and/or Benchmark Amendments, as applicable, in due course.
This notice is given by:
QNB FINANCE LTD
Dated 3 July 2023.
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
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