MASHREQBANK AMENDED AND RESTATED 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4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC as amended or superseded ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor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 Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (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.
MIFID II 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 eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "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 manufacturers' target market assessment) and determining appropriate distribution channels.
Notification under Section 309B(l)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") - the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and 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).
Final Terms dated 23 May 2019, as amended and restated on 13 June 2023
MASHREQBANK PSC
Issue of USD 27,440,000 Floating Rate Notes due 28 May 2024
under the U.S.$5,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in the Base Prospectus dated 9 January 2019, the first supplement to it dated 4 February 2019 and the second supplement to it dated 2 May 2019, which together constitutes a base prospectus (the "Base Prospectus") for the purposes of Directive 2003/71/EC, as amended (including by Directive 2010/73/EU and any relevant implementing measure in a relevant Member State) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Bank and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the Bank's head office at Mashreqbank Building, Omer Bin Al Khattab Street, Deira, P.O. Box 1250, Dubai, UAE and copies may be obtained from the Issuing and Principal Paying Agent, The Bank of New York Mellon, London Branch, One Canada Square, London, E14 5AL, England. The Base Prospectus and these Final Terms will also be available for viewing in electronic form on the website of the Luxembourg Stock Exchange at www.bourse.lu.
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PART A - CONTRACTUAL TERMS | |||
1. | (i) | Series Number: | 37-2019 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Notes become | Not Applicable | |
fungible: | |||
2. | Specified Currency: | United States Dollars ("USD") |
3. Aggregate Principal Amount:
(i) | Series: | USD 27,440,000 | ||
(ii) | Tranche: | USD 27,440,000 | ||
4. | Issue Price: | 100 per cent. of the Aggregate Principal Amount | ||
5. | (i) | Specified Denominations: | USD 200,000 and integral multiples of USD 2,000 | |
in excess thereof | ||||
(ii) | Calculation Amount: | USD 2,000 | ||
6. | (i) | Issue Date: | 28 May 2019 | |
(ii) | Interest Commencement Date: | Issue Date | ||
7. | Maturity Date: | 28 May 2024 | ||
8. | Interest Basis: | SOFR + 1.60 per cent. + 0.26161 per cent. | ||
Adjustment Spread Floating Rate | ||||
9. | Change of Interest Basis: | Not Applicable | ||
10. | Put/Call Options: | Not Applicable | ||
11. | Date Board approval for issuance of Notes | 12 June 2018 | ||
obtained: | ||||
12. | Status of the Notes: | Senior | ||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
13. | Fixed Rate Note Provisions | Not Applicable | ||
14. | Floating Rate Note Provisions | Applicable | ||
(i) | Interest period(s): | The Period from and including the Interest | ||
Commencement Date to but excluding the first | ||||
Specified Interest Payment Date and thereafter, each | ||||
period from and including a Specified Interest | ||||
Payment Date to but excluding the next Specified | ||||
Interest Payment Date | ||||
(ii) | Specified Period(s)/Specified | 28 May, 28 August, 28 November and 28 February | ||
Interest Payment Dates: | in each year, commencing on 28 August 2019 up to | |||
and including the Maturity Date, subject to | ||||
adjustment in accordance with the Business Day | ||||
Convention set out in (iii) below | ||||
(iii) | Business Day Convention: | Modified Following Business Day Convention | ||
(iv) | Additional Business Centre(s): | New York, London and Dubai | ||
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(v) | Manner in which the Rate of | ISDA Determination | ||
Interest and Interest Amount is to | ||||
be determined: | ||||
(vi) | Party responsible for calculating | Not Applicable | ||
the Rates of Interest and/or | ||||
Interest Amount(s) (if not the | ||||
Agent): | ||||
(vii) | Screen Rate Determination: | Not Applicable | ||
(viii) | ISDA Determination: | Applicable | ||
• | Floating Rate Option: | SOFR | ||
• | Designated Maturity: | 3 months | ||
• | Reset Date: | The first day of each interest period | ||
(ix) | Calculation Method: | Compounded Daily | ||
(x) | Observation Method: | Observation Shift | ||
(xi) | Observation Look-back Period: | 5 Business Days | ||
(xii) | Adjustment Spread: | 0.26161 per cent. | ||
(xiii) | Linear Interpolation: | Not Applicable | ||
(xiv) | Margin(s): | + 1.60 per cent. per annum | ||
(xv) | Minimum Rate of Interest | Not Applicable | ||
(Condition 7(e)): | ||||
(xvi) | Maximum Rate of Interest | Not Applicable | ||
(Condition 7(e)): | ||||
(xvii) | Day Count Fraction (Condition | Actual/360 | ||
7(f): | ||||
15. Zero Coupon Note Provisions | Not Applicable | |||
PROVISIONS RELATING TO REDEMPTION | ||||
16. | Call Option: | Not Applicable | ||
17. | Put Option: | Not Applicable | ||
18. | Early Redemption Amount: | |||
Early Redemption Amount of each Note | Not Applicable | |||
payable on redemption for taxation reasons | ||||
or on event of default and/or the method of | ||||
calculating the same: |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
- Bearer Notes:
- Additional Financial Centre(s) or other special provisions relating to Payment Dates:
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.
New York, London and Dubai
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21. | Talons for future Coupons to be attached | No | |
to Definitive Notes (and dates on which | |||
such Talons mature): | |||
22. | Redenomination, renominalisation and | Not Applicable | |
reconverting provisions: | |||
23. | RMB Settlement Centre(s): | Not Applicable | |
24. | RMB Currency Event: | Not Applicable | |
25. | Relevant Currency for Condition 6(e): | Not Applicable | |
26. | Relevant Spot Rate Screen Pages for | (i) | Relevant Spot Rate Screen Page |
Condition 6(e): | (Deliverable Basis): Not Applicable | ||
(ii) | Relevant Spot Rate Screen Page (Non- | ||
deliverable Basis): Not Applicable | |||
27. | Party responsible for calculating the Spot | Not Applicable | |
Rate for Condition 6(e): | |||
DISTRIBUTION | |||
28. | Method of distribution: | Non-syndicated |
- If syndicated, names of Managers: Not Applicable
(B) | Stabilisation Manager(s) (if any): | Not Applicable | |
29. | Prohibition of Sales to EEA Retail | Applicable | |
Investors: | |||
30. | If non-syndicated, name of relevant | Emirates NBD PJSC | |
Dealer: |
SIGNED on behalf of MASHREQBANK PSC
By: ............................................................................
Duly Authorised
- 4 -
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) | Admission to listing: | Application has been made by Mashreqbank psc or |
on its behalf for the Notes to be admitted to listing | ||
on the official list of the Luxembourg Stock | ||
Exchange | ||
(ii) | Admission to trading: | Application has been made by Mashreqbank psc or |
on its behalf for the Notes to be admitted to trading | ||
on the regulated market of the Luxembourg Stock | ||
Exchange with effect from 28 May 2019 | ||
(iii) | Estimate of total expenses related | EUR 3,100 |
to the admission to trading: |
2. RATINGS
Ratings: | The Notes will not be rated |
- INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save for any fees payable to the Dealer, so far as Mashreqbank psc is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for Mashreqbank psc and its affiliates in the ordinary course of business for which they may receive fees. - TEFRA RULES TEFRA D
- OPERATIONAL INFORMATION
(i) | CUSIP: | Not Applicable |
(ii) | ISIN Code: | XS2004409608 |
(iii) | Common Code: | 200440960 |
(iv) | CFI: | Not Applicable |
(v) | FISN: | Not Applicable |
(vi) | Names and addresses of additional | Not Applicable |
Paying Agent(s) (if any): | ||
(vii) | Relevant Benchmark: | SOFR is provide by the Federal Reserve Bank of |
New York. As at the date hereof, the Federal Reserve |
Bank of New York does not appear on the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of Regulation (EU) 2016/1011. As far as the Bank is aware, SOFR does not fall within the scope of Regulation (EU) 2016/1011 such that the Federal Reserve Bank of New York is not currently required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence).
6. THIRD PARTY INFORMATION Not Applicable
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Disclaimer
Mashreq Bank PSC published this content on 13 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 June 2023 14:50:03 UTC.
