Tabreed 06 Prospectus - London Stock Exchange

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NATIONAL CENTRAL COOLING COMPANY (PJSC) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 December 2004 21 ISLAMIC FINANCING ARRANGEMENTS continued Muqawala loans: The Company has entered into two Islamic Muqawala loan arrangements as follows: * The first Muqawala loan amounting to AED 29 million (31 December 2003: AED 31.4 million) is in respect of the procurement and manufacturing of certain items for use in the construction of plants under an Islamic loan facility agreement dated 31 July 2002. The facility is repayable in 14 semi-annual instalments commencing from 29 January 2003. A fluctuating profit charge is paid under the Islamic financing agreement which is based on market rates. * The second Muqawala loan amounting to AED 101 million (31 December 2003: AED 15 million) is in respect of the construction of a project under an Islamic loan facility dated 25 March 2003. The facility is repayable in 16 semi-annual rental instalments commencing on 1 May 2006. A variable element is payable with each instalment which is based on market rates plus a mark up. At 31 December 2004, unutilised Islamic funding available to the Company amounted to AED 18.7 million (31 December 2003: AED 110 million). As the Islamic loan arrangements except for facility 3 attract a fluctuating profit charge which varies with market interest rate movements, the fair value of such Islamic loans approximates their carrying value. Information on facility 3’s principal characteristics is presented above. 22 EMPLOYEES’ END OF SERVICE BENEFITS The Company and its subsidiaries provide for employees’ end of service benefits in accordance with the employees’ contracts of employment. The movements in the provision recognised in the balance sheet are as follows: 2004 AED 2003 AED Balance at 1 January..................................................................................... 3,451,744 2,068,608 Net movement during the year ..................................................................... 2,151,846 1,383,136 Balance at 31 December................................................................................ 5,603,590 3,451,744 23 ACCOUNTS PAYABLE AND ACCRUALS 2004 AED 2003 AED Amounts due in less than one year Accounts payable .......................................................................................... 70,544,856 81,023,813 Retentions payable ........................................................................................ 17,798,140 12,174,210 Negative fair value of derivatives.................................................................. 1,247,563 2,386,142 Other payables............................................................................................... 54,017,175 14,720,055 Payable to former shareholders..................................................................... 13,006,071 23,910,180 Accrued expenses........................................................................................... 14,964,830 17,947,762 171,578,635 152,162,162 Amounts due in more than one year Accounts payable .......................................................................................... — 38,933,434 Retentions payable ........................................................................................ 1,194,280 5,822,418 F-59 1,194,280 44,755,852
NATIONAL CENTRAL COOLING COMPANY (PJSC) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 December 2004 24 RELATED PARTY TRANSACTIONS These represent transactions with related parties ie. shareholders, senior management of the Company and companies of which they are principal owners. Pricing policies and terms of these transactions are made on a commercial basis and approved by senior management. Included in additions to capital work in progress is AED 354,525 (2003: AED 1,750,000) in respect of transactions with related parties. Included in trade and other receivables is AED 218,603 (2003: AED 635,536) representing expenses which have been incurred on behalf of a related party. 25 CONTINGENT LIABILITIES The Company and its subsidiaries’ bankers have issued guarantees on their behalf as follows: 2004 AED 2003 AED Performance guarantees ................................................................................ 18,755,781 13,050,000 Advance payment guarantees........................................................................ 1,525,342 3,916,730 Retention release guarantees ......................................................................... 4,506,505 5,234,250 Financial guarantees...................................................................................... 13,204,200 13,921,600 37,991,828 36,122,580 26 FINANCIAL INSTRUMENTS Fair values The fair values of the financial assets and liabilities of the Company and its subsidiaries are not materially different from their carrying values at the balance sheet date. 27 CAPITAL COMMITMENTS The Board of Directors have authorised future capital expenditure amounting to AED 1,179.3 million (2003: AED 762.3 million). Included in this amount is AED 778.8 million (2003: AED 390 million) which is expected to be incurred within one year from the balance sheet date. 28 SUBSIDIARIES Country of incorporation Percentage of holding Gulf Energy Systems LLC................................................................................. U.A.E. 100 National Central Cooling Company Ras Al Khaimah LLC ............................ U.A.E. 100 Emirates Preinsulated Pipes Industries LLC ..................................................... U.A.E. 60 Installation Integrity 2000 LLC......................................................................... U.A.E. 60 BAC Balticare Gulf LLC .................................................................................. U.A.E. 100 Summit District Cooling Company................................................................... U.A.E. 51 Bahrain District Cooling Company................................................................... Bahrain 55 Ian Banham and Associates .............................................................................. U.A.E. 70 Gulf Energy Systems LLC was registered on 15 April 1995 and commenced its commercial activities thereafter. National Central Cooling Company Ras Al Khaimah LLC was registered on 22 November 1999 and commenced its commercial activities thereafter. Effective 1 July 2004, the Company became a wholly owned subsidiary. Prior to that date it was a 60% owned subsidiary. Emirates Preinsulated Pipes Industries LLC was registered on 13 December 2000 and commenced its commercial activities in May 2002. Installation Integrity 2000 LLC, which was acquired in 2002, was registered on 15 May 2000 and commenced its commercial activities thereafter. BAC Balticare Gulf LLC was registered on 7 April 2003 and commenced its commercial activities thereafter. F-60
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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
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Servicing Ian Banham and Associates
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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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NATIONAL CENTRAL COOLING COMPANY (P
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Page 91 and 92: ERNST &YOUNG P.O. Box 136 11th Floo
Page 119 and 120: National Central Cooling Company PJ
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Page 141 and 142: Registered/Head Office of the Issue
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Tabreed 06 Prospectus - London Stock Exchange

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