Book size: 1500; First Pay: 2026-09-03; Redemption: 2031-03-03; Registration: Reg S Only; Comments: EUR500m PNC5.5 Hybrid cpn fxd-rate-reset 6.25% at 100, yld 6.25%. Tax Call: Yes. First Reset Date: 9/3/2031. LEI: 2138004FUUD4I7X8H721;
Deal Comments
Reoffer: 6.25% / 100 / T+265.6bp
Benchmark: T 3¾ 31-Jan-31 @ 100-22¼ / 3.594%
Final Terms: US$500m @ 6.25% - Books in excess of US$1.5bn (excl. JLM interest)
Book Update 1: Books in excess of US$1.3bn (excl. JLM interest)
IPTs: 6.75% area
Issuer: The Commercial Bank (P.S.Q.C.)
Issuer's LEI: 2138004FUUD4I7X8H721
Issuer Ratings: A2/A-/A (Moody's/S&P/Fitch)
Status: Additional Tier 1 Capital Securities
Format: Reg S, Category 2, Registered Form
Currency and Size: US$500m
Pricing Date: 24-Feb-26
Issue Date: 3-Mar-26 (T+5)
Re-offer: 6.25% / Px: 100
Reference Benchmark: T 3¾ 31-Jan-31 (100-22¼)
Benchmark Rate: 3.594%
Reset Spread: 265.6bp
Maturity Date: Perpetual/Non-Call 5.5 Year
Interest Payment Dates: 3 March and 3 September in every year, commencing on 3 September 2026
Interest Payments: Fully discretionary, non-cumulative, payable semi-annually in arrear at an initial fixed interest rate from (and including) the Issue Date to (but excluding) the First Reset Date. Thereafter, reset on each Reset Date on the basis of the aggregate of the Margin and the Relevant Five-Year Reset Rate on the relevant U.S. Securities Determination Date
First Call Date: 3-Mar-31
Issuer's Call Option: The Issuer may redeem all but not some only of the Capital Securities on any Call Date at the Early Redemption Amount, subject to regulatory approval. "Call Date" means the First Call Date, any date thereafter up to and including the First Reset Date or any Interest Payment Date following the First Reset Date
Special Event Redemption and Variation: Upon Capital Event or Tax Event, subject to the conditions set out in the Prospectus.
First Reset Date: 3-Sep-31
Reset Dates: The First Reset Date and every fifth anniversary thereafter
Reset Benchmark: 5-year US Treasury (T 3¾ 31-Jan-31)
Day Count Fraction: 30/360
ISIN: XS3291118654
Common Code: 329111865
Subordination of the Capital Securities: The payment obligations of the Issuer under the Capital Securities (the "Obligations") will: (a) constitute Additional Tier 1 Capital of the Issuer; (b) constitute direct, unsecured, conditional (as described in the Conditions) and subordinated obligations of the Issuer that rank pari passu and without preference or priority amongst themselves; (c) rank subordinate and junior to all Senior Obligations (but not further or otherwise); (d) rank pari passu with all Pari Passu Obligations (including the Existing Tier 1 Capital Securities); and (e) rank in priority only to all Junior Obligations. Notwithstanding any other provision in the Conditions, to the extent that the Issuer is not Solvent at the relevant time or if a bankruptcy judgment in respect of the Issuer has been issued by a court in Qatar, all claims of the holders of the Capital Securities under the Capital Securities will be extinguished and the Capital Securities will be cancelled without any further payment to be made by the Issuer under the Capital Securities.
Solvency: Payments in respect of the Obligations by the Issuer are conditional upon the following: the Issuer being Solvent at all times from (and including) the first day of the relevant Interest Period (or the Issue Date in the case of the first Interest Period) to (and including) the time of payment of the relevant Obligations that are due and payable; and the Issuer being capable of making payment of the relevant Obligations and any other payment required to be made on the relevant date to a creditor in respect of all Senior Obligations and all Pari Passu Obligations and still be Solvent immediately thereafter.
Non-Viability Event: Subject to the Conditions, if a Non-Viability Event occurs, a Write-down will take place. "Write-down" means: the holders' rights under the Capital Securities shall automatically be deemed to be irrevocably, unconditionally and permanently written-down in a proportion corresponding to the relevant Write-down Amount; in the case of the Write-down Amount corresponding to the full Prevailing Principal Amount of the Capital Securities then outstanding, the Capital Securities shall be cancelled; and all rights of any holder for payment of any amounts under or in respect of the Capital Securities (including, without limitation, any amounts arising as a result of, or due and payable upon the occurrence of, an Enforcement Event), in a proportion corresponding to the relevant Write-down Amount (and any corresponding Interest Payment Amounts), shall be cancelled and not restored under any circumstances, irrespective of whether such amounts have become due and payable prior to the date of the Non-Viability Notice or the Non-Viability Event Write-down Date. "Non-Viability Event" means that the Regulator has notified the Issuer in writing that it has determined that the Issuer has, or will, become Non-Viable without: a Write-down together with, if applicable, the corresponding Loss Absorbing Instruments Write-down; or a public sector injection of capital (or equivalent support) as determined by the Regulator
Cancellation of Interest: At the sole and full discretion of the Issuer at any time. Mandatory if there are insufficient Distributable Items, the Issuer is in breach of the Applicable Regulatory Capital Requirements, the Regulator deems non-payment is necessary, or the Issuer is not Solvent. Any cancelled interest is non-cumulative. All as more particularly described in Condition 6 (Interest Cancellation)
Dividend Stopper: If any interest payment is not paid as a consequence of a Non-Payment Event, the Issuer will not (i) declare or pay any distribution or dividend on its share capital, (ii) declare or pay profit or any other distribution on any of its Other Common Equity Tier 1 Instruments or securities ranking junior or pari passu with the Capital Securities, (iii) redeem or repurchase any share capital, (iv) redeem or repurchase Other Common Equity Tier 1 Instruments or securities ranking junior or pari passu with the Capital Securities, in each case unless or until one Interest Payment Amount has been paid in full (or an amount equal to the same has been duly set aside or provided for in full). Subject to customary carveouts.
Use of Proceeds: The proceeds will be applied by the Issuer for its general corporate purposes (which may include the redemption of its 2021 AT1 Instrument) and to further strengthen its capital base.
Listing: Euronext Dublin
Clearance and Settlement: Euroclear and Clearstream, Luxembourg
Stabilisation: FCA/ICMA
Governing Law: English law
Denomination: US$200,000 and integral multiples of US$1,000 in excess thereof
Joint Lead Managers: BofA Securities, DBS Bank, HSBC, Mashreq, Santander, SMBC
Billing and Delivery Bank: HSBC
Fiscal Agent, Calculation Agent, Registrar and Transfer Agent: BNP Paribas Securities Services, Luxembourg Branch.
Target Market: Manufacturer target market (UK MiFIR/EU MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs or EU PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK.
Fees: The Joint Lead Managers will be paid a fee in connection with the transaction. Details of the fee may be available to investors upon request
Timing: TOE: 17:02 UKT | FTT: 25-Feb-26 08:00 UKT
Use of Proceeds
general corporate purposes (which may include the redemption of its 2021 AT1 Instrument) and to further strengthen its capital base