Tabreed 06 Prospectus - London Stock Exchange

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NATIONAL CENTRAL COOLING COMPANY (PJSC) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 December 2005 11 INTEREST IN JOINT VENTURE The Company’s share of the assets and liabilities of the joint venture, SNC – Lavalin Gulf Contractors, a limited liability company incorporated in the Emirate of Abu Dhabi, included in the consolidated financial statements are as follows: 2005 2004 AED ’000 AED ’000 Current assets .................................................................................................... 140,342 20,392 Non-current assets ............................................................................................. 572 2,599 140,914 22,991 Current liabilities ............................................................................................... 125,147 17,774 Non-current liabilities........................................................................................ 226 58 125,373 17,832 There are no revenues or expenses of the joint venture for the years ended 31 December 2005 and 2004 included in the consolidated financial statements. 12 INTANGIBLES Goodwill Trademarks Total 2005 2004 2005 2004 2005 2004 AED ’000 AED ’000 AED ’000 AED ’000 AED ’000 AED ’000 Balance at 1 January..... Additions during the 30,030 11,059 14 75 30,044 11,134 year........................... Provision for 8,898 19,772 — — 8,898 19,772 impairment losses ..... Amortisation for the (594) — — — (594) — year........................... — (801) (12) (61) (12) (862) Balance at 31 December 38,334 30,030 2 14 38,336 30,044 13 IMPAIRMENT TESTING OF GOODWILL Goodwill acquired through business combinations has been allocated to the following individual cashgenerating units, for impairment testing: * Ian Banham & Associates cash-generating unit relating to goodwill arising from acquisition of equity interest in Ian Banham & Associates; and * Tabreed 1 District Cooling Plant relating to goodwill arising from acquisition of Gulf Energy Systems. Ian Banham & Associates The recoverable amount of Ian Banham & Associates unit has been determined based on a value in use calculation using cash flow projections prepared by an external consultant in the year ended 31 December 2004 and extrapolated by the senior management using a stable growth rate to cover a five-year period. The discount rate applied to the cash flow projections is 25%. Tabreed 1 District Cooling Plant The recoverable amount of Tabreed 1 District Cooling Plant unit is also determined based on a value in use calculation using cash flow projections. The revenue included in the cash flow projections is based on a contractual agreement for the sale of chilled water to a customer for a period of 20 years. The operating costs are determined based on management’s approved financial forecast. The discount rate applied to the cash flow projections is 9.4%. F-29
NATIONAL CENTRAL COOLING COMPANY (PJSC) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 December 2005 13 IMPAIRMENT TESTING OF GOODWILL continued Carrying amount of goodwill allocated to each of the cash generating units is as follows: 2005 2004 AED ’000 AED ’000 Ian Banham & Associates ................................................................................. 27,711 18,811 Tabreed 1 District Cooling Plant ...................................................................... 9,712 9,712 Key assumptions used in value in use calculation of Ian Banham & Associates and Tabreed 1 District Cooling Plant for the years ended 31 December 2005 and 2004: The following describes each key assumption on which management has based its cash flows projections to undertake impairment testing of goodwill: Ian Banham & Associates: Terminal Value of business is based on the estimate provided by the external consultant in the year ended 31 December 2004 and updated by the management as at 31 December 2005. Tabreed 1: Price Inflation: A general price inflation level of 3% has been applied to the cash flows. The basis used to determine the value assigned to the price inflation is management’s estimate of the long term average forecast for the United Arab Emirates. Residual Value: An estimate of 20% of the original cost of the plant is used as an estimate of the residual value of the plant at the end of the term of the agreement. The useful life of the plant is in excess of the period of the contractual agreement with the customer. 14 TRADE AND OTHER RECEIVABLES 2005 2004 AED ’000 AED ’000 (Restated) Trade accounts receivable.................................................................................. 160,617 108,523 Other receivables................................................................................................ 46,390 17,411 15 CONTRACT WORK IN PROGRESS 207,007 125,934 2005 2004 AED ’000 AED ’000 Cost plus attributable profit .............................................................................. 261,291 158,844 Less: progress billings ........................................................................................ (192,080) (88,387) 69,211 70,457 16 CASH AND CASH EQUIVALENTS Cash and cash equivalents included in the statement of cash flows include the following balance sheet amounts: 2005 2004 AED ’000 AED ’000 Bank balances and cash..................................................................................... 520,032 255,390 Bank overdrafts ................................................................................................. (111,933) (27,501) 408,099 227,889 Bank balances and cash include bank deposits of AED 104.2 million (2004: AED 144.1 million) placed with commercial banks in the United Arab Emirates. These are denominated in AED with effective rates in the range of 1.7% to 5.0% (2004: 0.875% to 3.5%). F-30
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TABREED 06 FINANCING CORPORATION (i
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Table of Contents Page STRUCTURE DI
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above, the Dissolution Distribution
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OVERVIEW OF THE OFFERING This follo
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‘‘Margin’’ means 1.25 per c
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Redemption for Tax Reasons accordan
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Lease Agreement Date. The balance s
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(d) fourth, only if such payment is
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Governing Law The Declaration of Tr
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Legionnaire’s Disease Tabreed is
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Enforcement of Liabilities Ultimate
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TERMS AND CONDITIONS OF THE CERTIFI
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3 Status - Limited Recourse 3.1 Sta
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4.3 Late Payment Amounts Received I
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(i) the amount of any liability in
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(d) if LIBOR cannot be determined i
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8.6 Agents act solely as agents of
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‘‘Total Loss Event’’ means
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13.2 The Trustee shall not be bound
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19 Governing Law and Submission to
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transferred into the names of holde
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Issuer. Unless otherwise agreed, th
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Under the Lease Agreement, if Tabre
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USE OF PROCEEDS The proceeds of the
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* Manufacturing: Tabreed, in conjun
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* High barriers to entry. District
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Detailed customer profile of plants
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Contractual Overview Contracts for
Page 57 and 58: Servicing Ian Banham and Associates
Page 59 and 60: Tabreed Bahrain is setting up its f
Page 61 and 62: Plants Expected Commissioning Date
Page 63 and 64: * Dany Safi, Chief Executive Office
Page 65 and 66: Marketing district cooling services
Page 67 and 68: TABREED 06 FINANCING CORPORATION In
Page 69 and 70: TAXATION The following is a general
Page 71 and 72: THE UNITED ARAB EMIRATES The UAE is
Page 73 and 74: The growth of Dubai began in the ea
Page 75 and 76: Saudi Arabia Any investor in the Ki
Page 77 and 78: GENERAL INFORMATION 1. It is expect
Page 79 and 80: FINANCIAL INFORMATION AED Interim C
Page 81 and 82: ERNST &YOUNG P.O. Box 136 11th Floo
Page 83 and 84: NATIONAL CENTRAL COOLING COMPANY (P
Page 91 and 92: ERNST &YOUNG P.O. Box 136 11th Floo
Page 107: NATIONAL CENTRAL COOLING COMPANY (P
Page 119 and 120: National Central Cooling Company PJ
Page 141 and 142: Registered/Head Office of the Issue
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Tabreed 06 Prospectus - London Stock Exchange

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