Tabreed 06 Prospectus - London Stock Exchange

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Certificateholder together with the other Certificateholders who propose to proceed directly against Tabreed) holds at least 25 per cent. of the aggregate face amount of the Certificates then outstanding. The foregoing paragraphs are subject to the following. After enforcing or realising such Trust Assets and distributing the net proceeds in accordance with Condition 4.2, the obligations of the Trustee in respect of the Certificates shall be satisfied and no holder of the Certificates may take any further steps against the Trustee to recover any further sums in respect of such Certificates and the right to receive any such sums unpaid shall be extinguished. Withholding Tax All payments under the Transaction Documents shall be made without withholding or deduction for, or on account of, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, imposed or levied by or on behalf of any Relevant Jurisdiction (as defined in Condition 10), and all interest, penalties or similar liabilities with respect thereto (‘‘Taxes’’), unless the withholding or deduction of the Taxes is required by law. In such event, (a) where Tabreed is required to make such a withholding or deduction, Tabreed will be required, pursuant to the relevant Transaction Document, to pay to the Issuer, and/or (b) where the Issuer is required to make such a withholding or deduction, the Issuer will be required to pay in respect of the Certificates, additional amounts (which amounts will be applied towards payments in respect of the Certificates) so that, subject to certain exceptions, the full amount which otherwise would have been due and payable under the Certificates is received by parties entitled thereto. See Condition 10. Use of Proceeds The proceeds of the issue of the Certificates will be used by the Issuer purchase and/or invest in Assets, Authorised Investments and Commodities all in accordance with the terms of the Transaction Documents. Listing Application has been made to the UK Listing Authority for the Prospectus to be approved as a prospectus for the purposes of the Prospectus Directive and for the Certificates to be admitted to the Official List and to the London Stock Exchange for such Certificates to be admitted to trading on the Market. Certificateholders’ Meetings A summary of the provisions for convening meetings of the Certificateholders to consider matters relating to their interests as such are set forth in Condition 16. Transaction Documents The ‘‘Transaction Documents’’ are the Certificate Purchase Agreement, the Agency Agreement, the Declaration of Trust, the Istisna’a Agreement, the Lease Agreement, the Purchase Undertaking, the Service Agency Agreement, the Commodities Purchase Agreement, the Undertaking to Purchase (Commodities), the Costs Undertaking, the Investment Agreement, the Corporate Services Agreement, the Certificates, and any other agreements and documents delivered or executed in connection therewith (each as defined in the Declaration of Trust). 16
Governing Law The Declaration of Trust, the Agency Agreement, the Certificate Purchase Agreement, the Commodities Purchase Agreement, the Undertaking to Purchase (Commodities), the Costs Undertaking, the Investment Agreement and the Certificates will be governed by English law. The Istisna’a Agreement, the Lease Agreement, the Purchase Undertaking and the Service Agency Agreement will be governed by the laws of the Emirate of Dubai and the federal law of the UAE as applied in Dubai. The Corporate Services Agreement will be governed by Cayman Islands law. 17
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 and 10: ‘‘Margin’’ means 1.25 per c
Page 11 and 12: Redemption for Tax Reasons accordan
Page 13 and 14: Lease Agreement Date. The balance s
Page 15: (d) fourth, only if such payment is
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
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
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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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