Set out below is the form of Pricing Supplement for use in connection with each Tranche of Unlisted Notes issued by FGB under the Programme.
Pricing Supplement dated [•]
No base prospectus is required to be produced in accordance with Directive 2003/71/EC (the "Prospectus Directive"), as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State) for this issue of Notes. The U.K. Listing Authority has neither approved nor reviewed the information contained in this Pricing Supplement.
First Gulf Bank P.J.S.C.
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under the U.S.$3,500,000,000 Euro Medium Term Note Programme PART A – CONTRACTUAL TERMS
[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 24 October 2013 [and the supplemental Base Prospectus dated [•]]. This document constitutes the pricing supplement relating to the issue of Notes described herein and must be read in conjunction with the Base Prospectus [and its supplement(s)]. This Pricing Supplement must be read in conjunction with the Base Prospectus [as so supplemented].
In order to get the full information on the Issuer and the Notes described herein, this Pricing Supplement must be read in conjunction with the Base Prospectus [as so supplemented]. The Base Prospectus [and the supplemental Base Prospectus] [is] [are] available for viewing at the market news section of the London Stock Exchange website (http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html) and during normal business hours at the registered offices of the Issuer at P.O. Box 6316, Abu Dhabi, United Arab Emirates and the Fiscal Agent at Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB, United Kingdom.]
[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 [original date] which are incorporated by reference in the Base Prospectus dated 24 October 2013. This document constitutes the final terms of the Notes described herein and must be read in conjunction with the Base Prospectus dated 24 October 2013 [and the supplemental Prospectus dated [•]]. In order to get the full information on the Issuer and the Notes described herein, this Pricing Supplement must be read in conjunction with the Base Prospectus dated 24 October 2013 [and the supplemental Prospectuses dated [•]] and [•]]]. Copies of the Base Prospectus [and the supplemental Prospectuses] and this Pricing Supplement are available for viewing at the market news section of the London Stock Exchange website (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html) and during normal business hours at the normal business hours at the registered offices of the Issuer at P.O. Box 6316, Abu Dhabi, United Arab Emirates and the Fiscal Agent at Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB, United Kingdom.]
1. Issuer: First Gulf Bank P.J.S.C.
2. (i) [Series Number:] [•]
(ii) [Tranche Number: [•]
(iii) [Date on which the Notes
become fungible:] [•]/[Not Applicable]
3. Specified Currency or Currencies: [•]
4. Aggregate Nominal Amount:
(i) [Series:] [•]
(ii) [Tranche:] [•]
5. Issue Price: [•] per cent. of the Aggregate Nominal Amount
[plus accrued interest from [•]]
6. (i) Specified Denominations: [•]
(ii) Calculation Amount: [•]
7. (i) [Issue Date:] [•]
(ii) [Interest Commencement
Date:]
[[•]/Issue Date/Not Applicable]
8. Maturity Date: [•]
9. Interest Basis: [[•] per cent. Fixed Rate]
[[[•] +/- [•] per cent. Floating Rate]
[Zero Coupon]
[specify other]
10. Redemption/Payment Basis: [Redemption at par]
[specify other]
11. Change of Interest or
Redemption/Payment Basis: [Applicable/Not Applicable]
12. Put/Call Options: [Not Applicable]
[Investor Put]
[Issuer Call]
13. (i) Status of the Notes: [Senior/Subordinated]
(ii) [Date [Board] approval for issuance of Notes obtained: [•]]
(iii) [Date U.A.E. Central Bank approval for issuance of Subordinated Notes obtained:
[•]]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions [Applicable/Not Applicable]
(i) Rate[(s)] of Interest: [•] per cent. per annum [payable [annually/semi-annually/quarterly/monthly] in arrear]
(ii) Interest Payment Date(s): [•] in each year (iii) [First Interest Payment Date: [•]]
(iv) Fixed Coupon Amount[(s)]: [[•] per Calculation Amount]/[Not Applicable]
(v) Broken Amount(s): [•]/[Not Applicable]
(vi) Day Count Fraction: [360/360]/[Actual/Actual
(ICMA/ISDA)]/[Actual/365 (Fixed)]
[specify other]
(vii) [Determination Dates [[•] in each year] [Not Applicable]
(viii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention]/[Not Applicable]
(ix) Other terms relating to the method of calculating interest for Fixed Rate Notes which are Unlisted Notes:
[Not Applicable]/[give details]
15. Floating Rate Note Provisions [Applicable/Not Applicable]
(i) Interest Period(s): [•]
(ii) Specified Period: [•]
(iii) Specified Interest Payment
Dates: [•]
(iv) [First Interest Payment Date: [•]]
(v) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/No Adjustment]
(vi) Additional Business Centre(s): [[•]/Not Applicable]
(vii) Manner in which the Rate(s) of
Interest is/are to be determined: [Screen Rate Determination/ISDA Determination/[●]]
(viii) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the [Fiscal Agent]):
[[•] shall be the Calculation Agent]
(ix) Screen Rate Determination:
• Reference Rate: [LIBOR/EURIBOR/specify other Reference Rate]
• Interest Determination Date(s):
[•]
• Relevant Screen Page: [•]
• Relevant Time: [•]
• Relevant Financial
Centre:
[•]
(x) ISDA Determination:
• Floating Rate Option: [•]
• Designated Maturity: [•]
• Reset Date: [•]
(xi) Margin(s): [•] per cent. per annum (xii) Minimum Rate of Interest: [•] per cent. per annum (xiii) Maximum Rate of Interest: [•] per cent. per annum (xiv) Day Count Fraction: [Actual/Actual (ISDA)]
Actual/365 (Final)
Actual/365 (Fixed)
Actual/365 (Sterling)
Actual/360
30/360
30E/360
30E/360 (ISDA)
Other]
(xv) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes which are Unlisted Notes, if different from those set out in the Conditions:
[Not Applicable]/[specify]
16. Zero Coupon Note Provisions [Applicable/Not Applicable]
(i) [Amortisation/Accrual] Yield: [•] per cent. per annum
(ii) Reference Price: [•]
(iii) Any other formula/basis of determining amount payable for Zero Coupon Notes which are Unlisted Notes:
[•]
PROVISIONS RELATING TO REDEMPTION
17. Call Option [Applicable/Not Applicable]
(i) Optional Redemption Date(s): [•]
(ii) Optional Redemption
Amount(s) of each Note and method, if any, of calculation of such amount(s):
[[•] per Calculation Amount]/[specify other]
(iii) If redeemable in part:
(a) Minimum Redemption
Amount: [•] per Calculation Amount
(b) Maximum Redemption
Amount: [•] per Calculation Amount
18. Put Option [Applicable/Not Applicable]
(i) Optional Redemption Date(s): [•]
(ii) Optional Redemption
Amount(s) and method, if any, of calculation of such
[[•] per Calculation Amount]/[specify other]
amount(s):
19. Change of Control Put [Applicable/Not Applicable]
Change of Control Put Price: [•] per Calculation Amount 20. Final Redemption Amount of each
Note
[[•] per Calculation Amount]/[specify other]
21. Early Redemption Amount [Applicable/Not Applicable]
Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or on event of default:
[[•] per Calculation Amount]/[specify other]
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. Form of Notes: Bearer Notes:
[Temporary Global Bearer Note exchangeable for a Permanent Global Bearer Note which is exchangeable for Definitive Bearer Notes on [•]
days' notice/at any time/in the limited circumstances specified in the Permanent Global Bearer Note.]
[Temporary Global Bearer Note exchangeable for Definitive Bearer Notes on [•] days' notice.]
[Permanent Global Bearer Note exchangeable for Definitive Bearer Notes on [•] days' notice/at any time/in the limited circumstances specified in the Permanent Global Bearer Note].
[Registered Notes: [•]]
23. Additional Financial Centre(s): [•]/[Not Applicable]
24. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
[Yes/No]
25. RMB Settlement Centre(s): [•]/[Not Applicable]
26. RMB Currency Event: [Applicable]/[Not Applicable]
27. Relevant Currency for Condition
11(k)/12(d): [•]/[Not Applicable]
28. Relevant Spot Rate Screen Pages for Condition 11(k)/12(d):
(i) Relevant Spot Rate Screen Page (Deliverable Basis): [•]/[Not Applicable]
(ii) Relevant Spot Rate Screen Page (Non-deliverable Basis): [•]/[Not Applicable]
29. Party responsible for calculating the Spot Rate for Condition 11(k)/12(d):
[[•] (the "Calculation Agent")]/[Not Applicable]
30. Other final terms: [•]/[Not Applicable]
Signed on behalf of First Gulf Bank P.J.S.C.:
By: ... By: ...
Duly Authorised Duly Authorised
PART B – OTHER INFORMATION 1. LISTING
(i) Listing and admission to
trading: [The Notes to be issued are unlisted]/[•]
(ii) Estimate of total expenses related to admission to trading:
[•]/[Not applicable]
2. RATINGS
Ratings: [The Notes to be issued have not been rated]/[The Notes to be issued have been rated:]
[Fitch: [•]]
[Moody's: [•]]
[S&P: [•]]
3. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers]
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, the Issuer and its affiliates in the ordinary course of business for which they may receive fees.]
4. [Fixed Rate Notes only – YIELD
Indication of yield: [•]]
5. U.S. SELLING RESTRICTIONS
[TEFRA C/TEFRA D/TEFRA not applicable]
6. ADDITIONAL SELLING
RESTRICTIONS [●]/[Not Applicable]
7. OPERATIONAL INFORMATION
ISIN Code: [•]
Common Code: [•]
Names and addresses of additional Paying Agent(s) (if any): [•]
8. THIRD PARTY INFORMATION
[[•] has been extracted from [•]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by [•], no facts have been omitted which would render the reproduced information inaccurate or misleading.]/[Not applicable]