Tabreed 06 Prospectus - London Stock Exchange

Form and Delivery of the
Certificates
or misconduct of the Issuer) and the Istisna’a Agreement shall be
terminated thereafter. The Trustee will then redeem the Certificates
at the Dissolution Distribution Amount following receipt of the
Exercise Price and the Trust will thereafter be dissolved.
‘‘Total Loss Event’’ means (i) the total loss or destruction of, or
damage to the whole of, the Delivered Plants or any event or
occurrence that renders the whole of the Delivered Plants
permanently unfit for any economic use and the repair or
remedial work in respect thereof is uneconomical or (ii) the
compulsory acquisition, confiscation or expropriation of the whole
of the Delivered Plants.
The Certificates will be issued in registered form and will be
represented by interests in the Global Certificate.
Definitive certificates evidencing holdings of Certificates will only
be issued in exchange for interests in the Global Certificate in
certain limited circumstances. See ‘‘The Global Certificate’’.
Clearance and Settlement Interests in the Global Certificate will be held in book entry form
through Euroclear and Clearstream, Luxembourg. Transfers within
Euroclear and Clearstream, Luxembourg will be in accordance with
the usual rules and operating procedures of the relevant clearance
system.
Denominations The Certificates will be issued in minimum denominations of
US$100,000 and integral multiples of US$1,000 in excess thereof.
SUMMARY OF THE TRUST
The Trust and Trust Assets Pursuant to the Declaration of Trust, the Issuer will declare that it
will hold the Trust Assets upon trust absolutely for the holders of
the Certificates pro rata according to the face amount of the
Certificates held by each Certificateholder in accordance with the
Declaration of Trust and the Conditions.
The ‘‘Trust’’ means the trust declared by the Issuer under the
Declaration of Trust.
The ‘‘Trust Assets’’, comprise primarily (a) the investments in the
Plants to be manufactured and/or constructed under the Istisna’a
Agreement and any Plants or part thereof delivered from time to
time thereunder; (b) the Commodities, the Authorised Investments
and the Investment Amount; (c) all of the Issuer’s rights, title,
interest and benefit under the Transaction Documents; and (d) all
monies standing to the credit of the Transaction Account and the
Investment Account.
There is also provision for the possible substitution of items of
Plant from time to time by agreement between Tabreed and the
Issuer under the Lease Agreement and the Istisna’a Agreement (the
‘‘Substitution Provisions’’). Any items so substituted shall then
become Plants (or part thereof) for the purposes of the Conditions
and ascertaining the Trust Assets.
The Istisna’a Agreement On the Closing Date the Issuer and the Contractor shall enter into
an Istisna’a and Sale Agreement (the ‘‘Istisna’a Agreement’’) under
which the Issuer will pay to the Contractor, in consideration for the
construction, manufacturing and delivery of the Plants, a total
amount of US$200,000,000 (the ‘‘Istisna’a Amount’’). The Istisna’a
Amount shall be payable in instalments. The first instalment of
US$40,000,000 shall be payable to the Contractor on the Closing
Date and an amount of US$26,000,000 (the ‘‘Second Instalment’’)
shall be payable to the Contractor on the first Periodic Distribution
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