‘‘Current Market Price’’ means a price per Share equal to arithmetic average of the VWAP ofthe Shares for the 5 consecutive Trading Days prior to such date as determined by theCalculation Agent (in consultation with the Expert, if the Calculation Agent so requires).‘‘Custody Account’’ shall have the meaning given to such term in Condition 4.1 (Trust –Summary of the Trust).‘‘Day Count Fraction’’ means, in relation to a Return Accumulation Period or any other periodin respect of which a payment is due to be made, the number of days (such number of daysbeing calculated on the basis of a year of 360 days with 12 30-day months) in that period,divided by 360.‘‘Disruption Event’’ means an event beyond the control of the Issuer as a result of which anycentral securities depositary of the relevant <strong>Exchange</strong> cannot settle the book-entry transfer ofthe Shares on such date.‘‘Dissolution Event’’ shall have the meaning given to such term in Condition 13 (DissolutionEvents).‘‘Distribution’’ means, in respect of any Shares, any cash, property or other assets paid, madeor transferred by or on behalf of, or charged and provided for in the accounts of, the relevantissuer of or obligor under any such Shares to holders or owners of such Shares, including, butnot limited to, evidence of indebtedness, interest, dividends, income, benefits or other rightsderived from, and the granting for free of additional Shares or other property, assets orrights, subscription rights or put options against the issuer of or obligor under, any suchShares.‘‘Due Shares’’ has the meaning given to it in Condition 6.15.‘‘Early Closure’’ means, in respect of the Shares or any other publicly traded securities, theclosure on any Trading Day of the <strong>Exchange</strong> prior to its scheduled weekday closing timeunless such earlier closing time is announced by such <strong>Exchange</strong> at least one hour prior to theactual closing time for the regular trading session on such <strong>Exchange</strong> on such Trading Day.‘‘Early Redemption Date’’ has the meaning given to such term in Condition 13 (DissolutionEvents).‘‘Effective Date’’ has the meaning given to such term in Condition 6.16 (Adjustments to<strong>Exchange</strong> Ratio).‘‘Event of Default’’ shall have the meaning given to such term in the Purchase Undertaking.‘‘<strong>Exchange</strong>’’ means the Kuwait <strong>Stock</strong> <strong>Exchange</strong>. For the purposes of these Conditions, exceptwhere the context otherwise requires, references to the <strong>Exchange</strong> shall, if the Shares or anyother relevant securities are not listed on the Kuwait <strong>Stock</strong> <strong>Exchange</strong> at the relevant time, beconstrued as references to such other Kuwaiti regulated stock exchange or to any otherregulated stock exchange on which the Shares or other relevant securities, as the case maybe, are primarily listed at such time, as notified to the Calculation Agent by the Issuer. Ifthere is more than one regulated stock exchange on which the Shares or other relevantsecurities, as the case may be, are primarily listed, the Calculation Agent shall select, followingnotification by the Issuer, as the <strong>Exchange</strong> the regulated stock exchange which has inaggregate the greater volume of Shares or other relevant securities, as the case may be,traded over the Trading Days over which the Redemption Reference Price or other relevantprice is calculated.‘‘<strong>Exchange</strong> Disruption’’ means, in respect of the Shares or any other publicly traded securities,any event (other than a Trading Disruption or an Early Closure) that disrupts or impairs theability of market participants in general to effect transactions in, or obtain market values for,the Shares or such securities, as the case may be, on the <strong>Exchange</strong>. The Calculation Agentshall determine whether an <strong>Exchange</strong> Disruption has taken place subject to and in accordancewith the Agency Agreement and, in any event, any such determination may be based solelyupon publicly available information or information provided to it by the Local <strong>Exchange</strong>Agent or an Expert.‘‘<strong>Exchange</strong> Expenses’’ shall have the meaning given such term in Condition 6.1 (VoluntaryEarly Redemption).‘‘<strong>Exchange</strong> Price’’ means, on any day, an amount equal to U.S.$10,000 divided by theprevailing <strong>Exchange</strong> Ratio.60
‘‘<strong>Exchange</strong> Ratio’’ means a fractional number of Shares, the numerator of which shall on theClosing Date be U.S.$10,000 and the denominator of which shall be the Initial <strong>Exchange</strong> Price,and is, on the Closing Date, equal to 5,754.25 Shares. The <strong>Exchange</strong> Ratio in effect on anysubsequent date shall be the <strong>Exchange</strong> Ratio in effect on the Closing Date subject to anysubsequent adjustment in accordance with these Conditions and the expression <strong>Exchange</strong>Ratio shall be construed accordingly.‘‘Exercise Date’’ means the date on which the Relevant Exercise Price is due pursuant to theterms of the Purchase Undertaking.‘‘Exercise Period’’ means a Quarterly Exercise Period or an Change of Control Exercise Period,as the case may be.‘‘Exercising Certificateholder’’ shall have the meaning given to such term in Condition 6.1(Voluntary Early Redemption).‘‘Expert’’ means an independent investment bank of international repute appointed by theIssuer and/or the Calculation Agent and/or the Delegate and, where not appointed by theDelegate, approved in writing by the Delegate.‘‘Extraordinary Dividend’’ means any Cash Dividend (the ‘‘Relevant Dividend’’) paid or madein respect of any fiscal year of the Obligor (the ‘‘Relevant Fiscal Year’’) where the sum of (a)the Relevant Dividend and (b) the aggregate of any other Cash Dividend or Cash Dividendspaid or made in respect of the Relevant Fiscal Year, exceeds the Threshold Amount.‘‘Fair Market Value’’ means, with respect to any property on any date, the fair market valueof that property as determined in good faith by an Expert provided, that (a) the Fair MarketValue of a cash dividend paid or to be paid shall be the amount of such cash dividend; (b)the Fair Market Value of any other cash amount shall be the amount of such cash; (c) whereSpin-Off Securities, options, warrants or other rights are publicly traded on any regulatedstock exchange, the fair market value (i) of such Spin-Off Securities shall equal the arithmeticmean of the daily VWAP of such Spin-Off Securities and (ii) of such options, warrants orother rights shall equal the arithmetic mean of the daily closing prices of such options,warrants or other rights, in the case of both (i) and (ii) during the period of five TradingDays on the relevant stock exchange commencing on such date (or if later, the first suchTrading Day such Spin-Off Securities, options, warrants or other rights are publicly traded) orsuch shorter period as such options, warrants or other rights are publicly traded; (d) whereSpin-Off Securities, options, warrants or other rights are not publicly traded on any regulatedstock exchange the Fair Market Value shall be determined by the Expert.‘‘First Periodic Distribution Date’’ means 10 July 2007.‘‘Initial <strong>Exchange</strong> Price’’ means U.S.$1.738.‘‘Investment Plan’’ shall have the meaning given to such term in Condition 4.1 (Trust –Summary of the Trust).‘‘Issuer Call Reference Price’’ means, in respect of any Trading Day, the Closing Price of theShares for the relevant Trading Day converted, if necessary, into U.S. dollars at the RelevantRate on the relevant Trading Day.‘‘Issuer Early Redemption’’ means the redemption of the Certificates in full following theexercise by the Issuer of its rights for optional early redemption as contemplated by Condition6.4 (Redemption at the option of the Issuer).‘‘Issuer Early Redemption Amount’’ means the aggregate face amount of Certificates to beredeemed on an Issuer Early Redemption Date plus all unpaid accrued Periodic DistributionAmounts and all other accrued and unpaid distribution amounts (if any) due and payableunder these Conditions in respect of such Certificates as of the Issuer Early Redemption Date.‘‘Issuer Early Redemption Date’’ means the day specified by the Issuer for redemption of theCertificates in accordance with Condition 6.4 (Redemption at the option of the Issuer).‘‘Issuer Early Redemption Notice’’ means any notice served by the Issuer pursuant toCondition 6.4(a) or Condition 6.4(c), as the case may be.‘‘KWD’’ or ‘‘dinars’’ mean the Kuwaiti dinar, being the lawful currency for the time being ofKuwait.61
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given, and has not withdrawn, his c
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FORWARD LOOKING STATEMENTSSome stat
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STRUCTURE DIAGRAM AND CASHFLOWSThe
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PartiesIssuerOVERVIEW OF THE OFFERI
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On the exercise of the Trustee’s
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THE TRUST ASSETSPursuant to the Dec
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in each case, there will be no rest
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‘‘Independent Appraiser’’ m
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‘‘Total Consolidated Contingent
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For these purposes:‘‘Material S
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TAXATIONThe following is a general
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CLEARANCE AND SETTLEMENTThe informa
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SUBSCRIPTION AND SALEBarclays Bank
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exempt offer under sub-paragraph (3
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GENERAL INFORMATION1. Application h
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APPENDIX - FINANCIAL STATEMENTSFina
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International Investment Group Comp
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International Investment Group Comp
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International Investment Group Comp
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International Investment Group Comp
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International Investment Group Comp
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International Investment Group Comp
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F-15
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166Independent Auditior’s ReportF
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188International Investment Group K
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EXHIBIT DINTERNATIONAL INVESTMENT G
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EXHIBIT CINTERNATIONAL INVESTMENT G
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-2-As per the revised IAS 39, unrea
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-4-Gains or losses arising from tra
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-6-n) Treasury sharesTreasury share
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-8-5. Murabaha receivables2005KD200
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-10-Compensation to key management
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-12-During the year, the company ha
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THE ISSUER AND TRUSTEEIIG Funding L