IIG Prospectus - London Stock Exchange

THE TRUST ASSETSPursuant to the Declaration of Trust, the Issuer will declare that it will hold the Trust Assetsupon trust absolutely for the holders of the Certificates pro rata according to the face amount ofCertificates held by each Certificateholder in accordance with the Declaration of Trust and theConditions.The Trust Assets are all of the Issuer’s rights, title, interest and benefit, present and future, in,to and under the Mudarabah Assets and each of the Transaction Documents (other than in relationto any representations given to the Issuer by IIG (in whatever capacity) pursuant to any of theTransaction Documents), all moneys which may now be, or hereafter from time to time are,standing to the credit of the Transaction Account, all Shares, which may now be or hereafter fromtime to time are, held in the Custody Account and all proceeds of the foregoing.The Declaration of Trust is governed by English law and is subject to arbitration in London,England under the Rules of the London Court of International Arbitration. The laws of Kuwait donot recognise the English law concept of trust although they do acknowledge beneficial interests.Accordingly, there is no certainty that the terms of the Declaration of Trust would be enforced bythe courts of Kuwait. (See Risk Factors above).MudarabahThe issue proceeds of the Certificates will be applied as the capital of the Mudarabahconstituted under the Mudarabah Agreement between the Issuer (as Trustee) and the Mudarib. TheMudarabah will commence on the Closing Date and will end on either (a) the later of the fifthanniversary of the Closing Date and the date on which the Certificates are redeemed in full, or (b)in the event that all the Certificates are redeemed prior to the fifth anniversary of the Closing Date,on the day immediately following such redemption. The Mudarib will invest the Mudarabah Capitalin accordance with an Investment Plan prepared by the Mudarib, which is scheduled to theMudarabah Agreement. Profit derived from the Mudarabah will be distributed by the Mudarib inU.S. dollars one Business Day prior to each Periodic Distribution Date. Ninety nine per cent. of suchprofit shall be distributed to the Trustee and one per cent. of such profit shall be distributed to theMudarib. If such profit payable to the Trustee is greater than the relevant Periodic DistributionAmount, the Mudarib shall be entitled to such excess profit for its own account by way of anincentive payment. Under the terms of the Mudarabah Agreement, the Mudarib shall be entitled tocommingle its own assets with the Mudarabah Assets. In addition, the Mudarib shall be entitled toprovide Shari’a compliant liquidity funding (without recourse to the Mudarabah Assets or theTrustee, except that the Mudarib shall be entitled to all or any incentive payments received underthe Mudarabah Agreement in or towards repayment of such funding) to ensure that the Trusteereceives the payment expected under the Investment Plan.Purchase UndertakingUnder the Purchase Undertaking, IIG as Obligor (and not as Mudarib) undertakes that uponthe Trustee exercising its option to oblige the Obligor to purchase all or, as applicable, the relevantproportion of the Trustee’s rights, benefits and entitlements to the Mudarabah Assets, the Obligorshall purchase the same (without any warranty express or implied as to condition, fitness forpurpose, suitability for use or otherwise and if any warranty is implied by law, it shall be excludedto the full extent permitted by law) following the issue of an exercise notice under the PurchaseUndertaking from the Trustee at the relevant exercise price on the date specified in such exercisenotice.On the exercise of the Trustee’s option under the Purchase Undertaking by delivery of anexercise notice no later three Business Days prior to the Scheduled Redemption Date, or as thecase may be, after the occurrence of Dissolution Event, no later than three Business Days prior tothe Early Redemption Date, the Obligor shall purchase all of the Trustee’s rights, benefits andentitlements in and to the Mudarabah Assets at an amount in cash equal to the StandardRedemption Amount.On the exercise of the Trustee’s option under the Purchase Undertaking during a StandardQuarterly Exercise Period, by delivery of an exercise notice on the day on which the relevantQuarterly Voluntary Early Redemption Notice is duly received (in accordance with Condition6.1(d)(i)) by the Issuer and the Principal Paying Agent, the Obligor shall purchase the relevantproportion (being the same percentage as the aggregate face amount of Certificates that are to be110