Tabreed 06 Prospectus - London Stock Exchange

This Prospectus comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the
‘‘Prospectus Directive’’) and for the purpose of giving information with regard to the Issuer, National
Central Cooling Company (Tabreed) PJSC (‘‘Tabreed’’), Tabreed and its subsidiaries and affiliates
taken as a whole (the ‘‘Group’’) and the Certificates which is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of
the Issuer, Tabreed and the Group. The Issuer and Tabreed accept responsibility for the information
contained in this document. To the best of their knowledge and belief (having taken all reasonable
care to ensure that such is the case), the information contained in this document is in accordance
with the facts and does not omit anything likely to affect the import of such information.
Neither the Issuer nor Tabreed has authorised the making or provision of any representation or
information regarding the Issuer and Tabreed or the Certificates other than as contained in this
Prospectus or as approved for such purpose by the Issuer and Tabreed. Any such representation or
information should not be relied upon as having been authorised by the Issuer and Tabreed or the
Managers (as defined under ‘‘Subscription and Sale’’).
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Certificate shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the condition (financial or otherwise) of Tabreed and the
Issuer since the date of this Prospectus.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers to subscribe or purchase, any of the Certificates. The distribution of this Prospectus and
the offering of the Certificates in certain jurisdictions may be restricted by law. Persons into whose
possession this Prospectus comes are required by the Issuer and the Managers to inform themselves
about and to observe any such restrictions. For a description of further restrictions on offers and
sales of Certificates and distribution of this Prospectus see ‘‘Subscription and Sale’’.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having
been authorised by or on behalf of the Issuer or the Managers. The delivery of this Prospectus at any
time does not imply that the information contained in it is correct as at any time subsequent to its
date.
The Managers have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by the Managers or any of them as to the accuracy or completeness of the information
contained in this Prospectus or of any other information provided by the Issuer or Tabreed in
connection with the Certificates.
In this Prospectus, unless otherwise specified, references to ‘‘UAE Dirham’’ and ‘‘AED’’ are to the
lawful currency, for the time being, of the UAE and references to ‘‘US dollars’’, ‘‘USD’’ or ‘‘US$’’
are to the currency of the United States of America. The UAE Dirham has been officially pegged to
the US dollar since February 2002. The mid point between the official buying and selling for the
UAE Dirham is at a fixed rate of AED3.6725 = US$1.00. References to ‘‘billions’’ are to thousands
of millions.
Certain amounts included in this Prospectus have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures
that preceded them.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown
as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
In connection with the issue of the Certificates, HSBC Bank plc (the ‘‘Stabilising Manager’’) or any
person acting on behalf of the Stabilising Manager may over-allot Certificates (provided that the
aggregate face amount of Certificates allotted does not exceed 105 per cent. of the aggregate face
amount of the Certificates) or effect transactions with a view to supporting the market price of the
Certificates at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager(s) (or any persons acting on behalf of the Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Certificates is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the Closing Date and 60
days after the date of the allotment of the Certificates.
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