NIG Prospectus - London Stock Exchange

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Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 01 : 3776 Section 01jurisdiction to adjudicate disputes that litigants agree to arbitrate, provided that the subject matterof the dispute is arbitratable.Enforcement of a foreign arbitration award or a foreign judgment in Kuwait requires the filing of anenforcement action in the Kuwaiti courts. The procedures before Kuwaiti courts, including anenforcement action, can take a relatively long time before the Kuwaiti court issues a final and nonappealablejudgment. In addition, the formal system of reporting court decisions in Kuwait is notsimilar to, and is less efficient than, systems of reporting court decisions in the United Kingdom.These factors can sometimes create judicial uncertainty.Any foreign judgment may be enforceable in Kuwait as long as it complies with certainenforcement conditions in addition to the further requirement that the judgment has beenrendered in a foreign jurisdiction in accordance with the same conditions as those provided for inthe laws of that jurisdiction in respect of the execution of judgments and orders entered in Kuwait.There are no known instances of the English courts enforcing Kuwaiti judgments, while there arecontradicting precedents by the Kuwaiti Court of Cassation with respect to enforcement ofEnglish court judgments. Judicial precedent in Kuwait has no binding effect on subsequentdecisions. Therefore, there can be no assurance whether an English court judgment would beenforced in Kuwait.Claims for specific enforcementIn the event that NIG fails to perform its obligations under any Transaction Document, the potentialremedies available to the Trustee and the Delegate include obtaining an order for specificenforcement of the relevant obligations or a claim for damages. There is no assurance that a courtwill provide an order for specific enforcement which is a discretionary matter.The amount of damages which a court may award in respect of a breach will depend upon anumber of possible factors including an obligation on the Trustee and the Delegate to mitigate anyloss arising as a result of the breach. No assurance is provided on the level of damages which acourt may award in the event of a failure by NIG to perform its obligations as set out in theTransaction Documents.Additional risksCredit ratings may not reflect all risksOne or more independent credit rating agencies may assign credit ratings to the Trust Certificates.The ratings may not reflect the potential impact of all risks related to the transaction structure, themarket, the additional factors discussed above or any other factors that may affect the value of theTrust Certificates. A credit rating is not a recommendation to buy, sell or hold securities and maybe revised or withdrawn by the rating agency at any time.Suitability of investmentsThe Trust Certificates may not be a suitable investment for all investors. Each potential investor inTrust Certificates must determine the suitability of that investment in light of its owncircumstances. In particular, each potential investor should:(a)(b)have sufficient knowledge and experience to make a meaningful evaluation of the TrustCertificates, the merits and risks of investing in the Trust Certificates and the informationcontained in this Base Prospectus;have access to, and knowledge of, appropriate analytical tools to evaluate, in the context ofits particular financial situation, an investment in the Trust Certificates and the impact theTrust Certificates will have on its overall investment portfolio;14
Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 01 : 3776 Section 01(c)(d)(e)have sufficient financial resources and liquidity to bear all of the risks of an investment in theTrust Certificates, including where the currency of payment is different from the potentialinvestor’s currency;understand thoroughly the terms of the Trust Certificates and be familiar with the behaviourof any relevant indices and financial markets; andbe able to evaluate (either alone or with the help of a financial adviser) possible scenariosfor economic and other factors that may affect its investment and its ability to bear theapplicable risks.Trust Certificates subject to early dissolution by the IssuerAn early dissolution feature of any Trust Certificate is likely to limit its market value. During anyperiod when the Issuer may elect to dissolve Trust Certificates, the market value of those TrustCertificates generally will not rise substantially above the dissolution amount payable. This alsomay be true prior to any dissolution period.Sharia RulesThe Transaction Documents have been reviewed by Sharia advisors who believe that theTransaction Documents are in compliance with Sharia. However, each investor must make his owninvestigation, in conjunction with its own Sharia advisors where appropriate, when determiningwhether the Certificates are an appropriate investment for it.15
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NIG Prospectus - London Stock Exchange

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