NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 06 : 3776 Section 06DESCRIPTION OF THE ISSUERGeneralNIG Sukuk Ltd, a Cayman Islands exempted company with limited liability, was incorporated on 13June 2007 under the Companies Law (as revised) of the Cayman Islands with companyregistration number 189273. The Issuer has been established as a special purpose vehicle for thesole purpose of issuing Trust Certificates under the Programme and entering into the transactionscontemplated by the Transaction Documents. The registered office of the Issuer is at 87 MaryStreet, George Town, Grand Cayman, KY1-9002, Cayman Islands, and its telephone number is +1345 945 3727.The authorised share capital of the Issuer is US$50,000 consisting of 5,000,000 ordinary sharesof US$0.01 each, 1,000 of which have been issued. All of the issued shares (the Shares) are fullypaidand are held by Walkers SPV Limited, a licensed trust company in the Cayman Islands, asshare trustee (the Share Trustee) under the terms of a charitable declaration of trust (theDeclaration of Trust) dated 26 June 2007 under which the Share Trustee holds the Shares in trustuntil the Termination Date (as defined in the Declaration of Trust). Prior to the Termination Date, thetrust is an accumulation trust, but the Share Trustee has the power to benefit the Certificateholdersor Qualified Charity (as defined in the Declaration of Trust). It is not anticipated that any distributionwill be made whilst any Trust Certificate is outstanding. Following the Termination Date, the ShareTrustee will wind up the trust and make a final distribution to charity. The Share Trustee has nobeneficial interest in, and derives no benefit (other than its fee for acting as Share Trustee) from,its holding of the Shares.Business of the IssuerThe Issuer has no prior operating history or prior business and will not have any substantialliabilities other than in connection with the Trust Certificates to be issued under the Programme.The Trust Certificates are the obligations of the Issuer alone and not the Share Trustee.The objects for which the Issuer is established are set out in the Memorandum of Association ofthe Issuer as adopted on 13 June 2007.Financial StatementsSince the date of incorporation, no financial statements of the Issuer have been prepared. TheIssuer is not required by Cayman Islands law, and does not intend, to publish audited financialstatements.Directors of the IssuerThe Directors of the Issuer are as follows:Name:1112Principal Occupation:11111111112John Cullinane Director, Walkers SPV LimitedDerrie Boggess Director, Walkers SPV LimitedDavid Egglishaw Director, Walkers SPV LimitedThe business address of the Directors is 87 Mary Street, George Town, Grand Cayman, KY1-9002,Cayman Islands.There are no potential conflicts of interest between the private interests or other duties of theDirectors listed above and their duties to the Issuer.57