Tabreed 06 Prospectus - London Stock Exchange

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Redemption following a Dissolution Event ‘‘Completion Date’’ means the date on which all Delivered Plants have been constructed and/or manufactured and delivered to the Issuer under the Istisna’a Agreement. ‘‘Dissolution Distribution Amount’’ means, as of any date, the aggregate face amount of the Certificates then outstanding plus accrued and unpaid Periodic Distribution Amounts as of such date. ‘‘Exercise Price’’ means the aggregate of (i) the Base Amount plus (ii) Expenses, plus (iii) any amounts accrued under the Istisna’a Agreement and/or the Lease Agreement prior to the Exercise Date, plus (iv) at any time prior to the Completion Date, an amount equivalent to any amounts that the Issuer has an obligation to reimburse to the Contractor pursuant to clauses 4.2 and 4.3 of the Istisna’a Agreement, plus (v) where payment of any amount cannot be made without withholding or deduction for or on account of any Taxes required by law, such additional amounts so that, upon payment by the Issuer to the holders of the Certificates (after any deduction or withholding by the Issuer on account of Taxes, if applicable), the net amount received by such holders will be the full amount due to such holders under the Conditions of the Certificates as if no such deduction or withholding had been made. ‘‘Expenses’’ means all outstanding expenses incurred by Tabreed (in such capacity, the ‘‘Service Agent’’) under the Service Agency Agreement dated 20 July 2006 entered into between the Issuer and the Service Agent (the ‘‘Service Agency Agreement’’) (including but not limited to plant ownership taxes) and required to be reimbursed to the Service Agent under the Service Agency Agreement. ‘‘Payment Date’’ means the date falling two Business Days prior to the relevant Periodic Distribution Date provided that the last Payment Date shall be the Periodic Distribution Date immediately preceding the date of the Completion Notice (as defined in the Istisna’a Agreement). ‘‘Payment Period’’ means the period from and including a Period Distribution Date to and excluding the immediately following Periodic Distribution Date. The first Payment Period shall commence on the Closing Date and end on but exclude the first Periodic Distribution Date. ‘‘Plant’’ means the construction works and/or equipment and/or machinery that are to be delivered under the Istisna’a Agreement, which are more fully described under ‘‘The Trust Assets’’ below. ‘‘Taxes’’ means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature imposed by or on behalf of the UAE, or any emirate therein, the Cayman Islands or any political subdivision or any authority thereof or therein having the power to tax, and all interest, penalties or similar liabilities with respect hereto. The ‘‘Dissolution Events’’ are set forth in Condition 12. If a Dissolution Event shall occur, the Trustee shall give notice of such Dissolution Event to the Certificateholders in accordance with Condition 15 with a request to such holders to indicate if they wish the Trust to be dissolved. If so requested in writing by the holders of at least 25 per cent. in aggregate face amount of the Certificates then outstanding, or if so directed by an Extraordinary Resolution (as defined in the Declaration of Trust) of the holders of Certificates, the Trustee shall (subject in each case to being indemnified to its satisfaction) or, if the Trustee so decides in its discretion, may give notice to all the holders of the Certificates in 10
Redemption for Tax Reasons accordance with Condition 15 that the Certificates are to be redeemed at the Dissolution Distribution Amount on the date specified in such notice. If as a result of a change in law after the Closing Date, (a) Tabreed would, on any subsequent Rental Payment Date (as defined under the Lease Agreement) or Payment Date (as defined under the Istisna’a Agreement), be required to pay additional amounts as described in Condition 10, and such requirement cannot be avoided by the use of reasonable measures available to Tabreed, or (b) the Issuer would on any subsequent Periodic Distribution Date be required to make a withholding or deduction in respect of amounts payable by it under the Certificates, Tabreed may (having given not less than 45 Business Days written notice prior to the next Rental Payment Date (as defined under the Lease Agreement) or Payment Date (as defined under the Istisna’a Agreement)) terminate the Lease Agreement and, if applicable, the Istisna’a Agreement whereupon, under the Purchase Undertaking, the Issuer may require Tabreed to buy the Assets pursuant to the terms of the Purchase Undertaking at the Exercise Price. In addition, and to the extent that there are Plants or parts thereof which have not been delivered under the Istisna’a Agreement, the Issuer shall be entitled to retain the Security Amount and the Istisna’a Agreement shall be terminated thereafter. The Trustee will then redeem the Certificates at the Dissolution Distribution Amount on the Periodic Distribution Date following receipt of the Exercise Price and the Trust will thereafter be dissolved. ‘‘Security Amount’’ means the amount of US$1,250,000 to be paid on each Payment Date by Tabreed as security for its obligations under the Istisna’a Agreement. Redemption for Issuer Default In the event that the Issuer does not pay to the Contractor the instalments on the dates and in the manner described in the Istisna’a Agreement, Tabreed may by notice to the Issuer at least 16 Business Days prior to the next Periodic Distribution Date request termination of the Istisna’a Agreement whereupon the Istisna’a Agreement and Lease Agreement shall terminate and the Issuer may require Tabreed to buy the Assets pursuant to the terms of the Purchase Undertaking at the Exercise Price. In addition, and to the extent that there are Plants or parts thereof which have not been delivered under the Istisna’a Agreement, the Issuer shall be entitled to retain the Security Amount and the Istisna’a Agreement shall be terminated thereafter. The Trustee will then redeem the Certificates at the Dissolution Distribution Amount on the Periodic Distribution Date following receipt of the Exercise Price and the Trust will thereafter be dissolved. Redemption Following Total Loss Event Following the occurrence of a Total Loss Event, if the proceeds of any Insurances (as defined in the Service Agency Agreement) received in respect of such Total Loss Event are less than the applicable Base Amount, such an event shall constitute evidence that the Service Agent has failed to perform its obligations to insure under the Service Agency Agreement and shall therefore be liable to pay to the Lessor an amount equivalent to the shortfall between any amounts received from the insurers and the Exercise Price unless the Service Agent proves otherwise. In addition, and to the extent that there are Plants or parts thereof which have not been delivered under the Istisna’a Agreement, the Issuer shall be entitled to retain the aggregate Security Amounts paid to it under that agreement (unless the termination is due to the default, negligence 11
Page 1 and 2: TABREED 06 FINANCING CORPORATION (i
Page 3 and 4: Table of Contents Page STRUCTURE DI
Page 5 and 6: above, the Dissolution Distribution
Page 7 and 8: OVERVIEW OF THE OFFERING This follo
Page 9: ‘‘Margin’’ means 1.25 per c
Page 13 and 14: Lease Agreement Date. The balance s
Page 15 and 16: (d) fourth, only if such payment is
Page 17 and 18: Governing Law The Declaration of Tr
Page 19 and 20: Legionnaire’s Disease Tabreed is
Page 21 and 22: Enforcement of Liabilities Ultimate
Page 23 and 24: TERMS AND CONDITIONS OF THE CERTIFI
Page 25 and 26: 3 Status - Limited Recourse 3.1 Sta
Page 27 and 28: 4.3 Late Payment Amounts Received I
Page 29 and 30: (i) the amount of any liability in
Page 31 and 32: (d) if LIBOR cannot be determined i
Page 33 and 34: 8.6 Agents act solely as agents of
Page 35 and 36: ‘‘Total Loss Event’’ means
Page 37 and 38: 13.2 The Trustee shall not be bound
Page 39 and 40: 19 Governing Law and Submission to
Page 41 and 42: transferred into the names of holde
Page 43 and 44: Issuer. Unless otherwise agreed, th
Page 45 and 46: Under the Lease Agreement, if Tabre
Page 47 and 48: USE OF PROCEEDS The proceeds of the
Page 49 and 50: * Manufacturing: Tabreed, in conjun
Page 51 and 52: * High barriers to entry. District
Page 53 and 54: Detailed customer profile of plants
Page 55 and 56: Contractual Overview Contracts for
Page 57 and 58: Servicing Ian Banham and Associates
Page 59 and 60: Tabreed Bahrain is setting up its f
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Plants Expected Commissioning Date
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* Dany Safi, Chief Executive Office
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Marketing district cooling services
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TABREED 06 FINANCING CORPORATION In
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TAXATION The following is a general
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THE UNITED ARAB EMIRATES The UAE is
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The growth of Dubai began in the ea
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Saudi Arabia Any investor in the Ki
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GENERAL INFORMATION 1. It is expect
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FINANCIAL INFORMATION AED Interim C
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ERNST &YOUNG P.O. Box 136 11th Floo
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NATIONAL CENTRAL COOLING COMPANY (P
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ERNST &YOUNG P.O. Box 136 11th Floo
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National Central Cooling Company PJ
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Registered/Head Office of the Issue
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Tabreed 06 Prospectus - London Stock Exchange

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