NIG Prospectus - London Stock Exchange

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Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 08 : 3776 Section 08The payment obligations of the Obligor under the Purchase Undertaking are and will be direct,unconditional, unsecured and general obligations of the Obligor and shall rank at least pari passuwith all other unsecured, unsubordinated and general obligations of the Obligor.Sale UndertakingThe Sale Undertaking will be entered into on or around 13 August 2007 by the Issuer in favour ofNIG and will be governed by English law.Pursuant to the Sale Undertaking, subject to the Issuer being entitled to redeem the relevantSeries of Trust Certificates pursuant to Condition 11.2 or 11.3, NIG may, by exercising its optionunder the Sale Undertaking and serving notice on the Issuer no later than 60 days prior to therelevant Dissolution Date, oblige the Trustee to sell all the Trustee’s rights, benefits andentitlements in and to the Relevant Mudarabah Assets on the relevant Dissolution Date. The pricepayable by NIG will be an amount equal to the outstanding face amount of the relevant Series ofTrust Certificates plus any accrued but unpaid Periodic Distribution Amounts on such date plus allamounts due to the Mudarib in respect of any Sharia compliant funding advanced by it (but whichhas not been repaid) pursuant to the terms of the Mudarabah Agreement.The specific terms applicable to each such sale will be confirmed in a Sale Agreement, to beexecuted by the Issuer (including in its capacity as Trustee) and the Obligor on the Dissolution Dateor, as the case may be, the Maturity Date of the relevant Series of Trust Certificates. The form ofeach such Sale Agreement is appended to the Purchase Undertaking and each such SaleAgreement will be governed by Kuwaiti law.Costs UndertakingThe Costs Undertaking will be entered into on or about 13 August 2007 by NIG and will begoverned by English law. Pursuant to the Costs Undertaking, NIG will undertake to pay certainfees and expenses of, and indemnify against certain losses of, among others, the Delegate, thePrincipal Paying Agent, the Transfer Agent, the Calculation Agent and the Registrar.92
Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 08 : 3776 Section 08TAXATIONThe following is a general description of certain tax considerations relating to the Trust Certificates.It does not purport to be a complete analysis of all tax considerations relating to the TrustCertificates. Prospective purchasers of Trust Certificates should consult their tax advisers as to theconsequences under the tax laws of the country of which they are resident for tax purposes ofacquiring, holding and disposing of Trust Certificates and receiving payments of profit, face amountand/or other amounts under the Trust Certificates. This summary is based upon the law as in effecton the date of this Base Prospectus and is subject to any change in law that may take effect aftersuch date.KuwaitThe following summary of the anticipated tax treatment in Kuwait in relation to the payments onthe Trust Certificates is based on the taxation law and practice in force at the date of this BaseProspectus, and does not constitute legal or tax advice and prospective investors should be awarethat the relevant fiscal rules and practice and their interpretation may change. Prospectiveinvestors should consult their own professional advisers on the implications of subscribing for,buying, holding, selling, redeeming or disposing of Trust Certificates and the receipt of any PeriodicDistribution Amounts and other payments (whether or not on a winding-up) with respect to suchTrust Certificates under the laws of the jurisdictions in which they may be liable to taxation.Income tax is levied on the net income and capital gains of any foreign “corporate entity” thatconducts business in Kuwait. In practice, the Department of Income Tax does not collect tax fromKuwaiti companies whose capital is wholly owned by Kuwaiti or Gulf Co-operation Council (GCC)nationals.A foreign “corporate entity” would not be considered as conducting business in Kuwait by reasononly of the holding of the Trust Certificates, receiving any payments under the Trust Certificates orreceiving any capital gain on the disposal thereof.Individuals are not subject to any Kuwaiti income tax on their income or capital gains.For the purposes of this section, the term “corporate entity” includes a partnership. The term“foreign corporate entity” would not include a corporate entity established in one of the countriescomprising the GCC whose owners comprise only nationals of the GCC states. The GCC statesare Kuwait, Saudi Arabia, Bahrain, Qatar, Oman and the United Arab Emirates.Cayman IslandsThere are no income, corporation, capital gains or other taxes in effect in the Cayman Islands onthe basis of present legislation. The Issuer has applied for and expects to obtain an undertakingfrom the Governor in Cabinet of the Cayman Islands, pursuant to the Tax Concessions Law (asrevised) of the Cayman Islands, that for a period of 20 years from the date of grant of thatundertaking no law which is enacted in the Cayman Islands imposing any tax to be levied onprofits, income, gains or appreciation shall apply to the Issuer or its operations and, in addition,that no tax to be levied on profits, income, gains or appreciations which is in the nature of estateduty or inheritance tax shall be payable on or in respect of the shares, debentures or otherobligations (which includes the Trust Certificates) of the Issuer or by way of the withholding inwhole or part of any relevant payment. No capital or stamp duties are levied in the Cayman Islandson the issue, transfer or redemption of Trust Certificates. However, an instrument transferring titleto such Trust Certificates, if brought to or executed in the Cayman Islands, would be subject toCayman Islands stamp duty. An annual registration fee is payable by the Issuer to the CaymanIslands Registrar of Companies which is calculated by reference to the nominal amount of itsauthorised capital. At current rates, this annual registration fee is approximately US$575. Theforegoing is based on current law and practice in the Cayman Islands and this is subject to changetherein.93
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NIG Prospectus - London Stock Exchange

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