Tabreed 06 Prospectus - London Stock Exchange

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exist) any part of (i) its title to the Plants or any interest therein except pursuant to the Transaction Documents or (ii) its interests in any of the other Trust Assets except pursuant to the Transaction Documents; 6.1.3 at the end of each Reference Date the ratio of EBITDA for the 12 months ending on such Reference Date to Total Debt Service for the 12 months ending on such Reference Date shall not be less than 1:1; 6.1.4 the ratio of Total Debt to Total Equity shall not at any time exceed 2.76:1; and 6.1.5 it shall not, and will procure that its Subsidiaries will not, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any part of its assets. This Condition 6.1.5 does not apply to any sale, lease, transfer or other disposal: (a) at Fair Market Value; (b) undertaken by it or any such Subsidiary solely in connection with an Islamic compliant financing; (c) made with the prior written consent of the Delegate; (d) in the course of solvent reorganisations of the Tabreed Group, to other members of the Tabreed Group; or (e) for a book value which, if aggregated with the book value of assets disposed of (other than under (a), (b), (c) or (d) above) in any one financial year, does not exceed US$10,000,000. For the purposes of this Condition: ‘‘EBITDA’’ means in respect of the relevant period the net profits (after adding back Expenses and any amounts in respect of provision for or an amount of depreciation and/or amortisation for that period) of the Tabreed Group for that period. ‘‘Expenses’’ means in respect of the relevant period any interest (including fluctuating rental payments) and any other continuing, regular or periodic costs and expenses in the nature of interest incurred by the Tabreed Group for that period in effecting, servicing or maintaining any Financial Indebtedness. ‘‘Fair Market Value’’ means, with respect to any asset or property, the sale value that would be obtained in an arm’s length transaction between a willing seller and a willing buyer in a transaction not involving distress or necessity of either party, as determined in good faith by the board of directors of Tabreed or, as the case may be, the board of directors of the relevant Subsidiary. ‘‘Financial Indebtedness’’ means any indebtedness for or in respect of: (a) moneys borrowed: (b) any amount raised by acceptance under any acceptance credit facility; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with International Financial Reporting Standards (‘‘IFRS’’), be treated as a finance or capital lease; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; (g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account); (h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and 28
(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above. ‘‘Guarantee’’ means, in relation to any Indebtedness of any Person, any obligation of another Person to pay such Indebtedness including (without limitation): (a) any obligation to purchase such Indebtedness; (b) any obligation to lend money, to purchase or subscribe shares or other securities or to purchase assets or services in order to provide funds for the payment of such Indebtedness; (c) any indemnity against the consequences of a default in the payment of such (d) Indebtedness; and any other agreement to be responsible for such Indebtedness. ‘‘Indebtedness’’ means any indebtedness of any Person for money borrowed or raised including (without limitation) any indebtedness for or in respect of: (a) amounts raised by acceptance under any acceptance credit facility; (b) amounts raised under any note purchase facility; (c) the amount of any liability in respect of leases or hire purchase contracts which would, in accordance with applicable law and IFRS, be treated as finance or capital leases; (d) the amount of any liability in respect of any purchase price for assets or services the payment of which is deferred for a period in excess of 60 days; and (e) amounts raised under any other transaction (including, without limitation, any forward sale or purchase agreement) having the commercial effect of a borrowing. ‘‘Person’’ means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality. ‘‘Reference Date’’ means 31 December in each year. ‘‘Relevant Indebtedness’’ means any Indebtedness which is in the form of or represented by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over-the-counter market) but excluding, for the avoidance of doubt, any Indebtedness incurred by way of bank loan. ‘‘Security Interest’’ means any mortgage, charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction. ‘‘Subsidiary’’ means, in relation to any Person (the ‘‘first Person’’) at any particular time, any other Person (the ‘‘second Person’’); (a) whose affairs and policies the first Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Person or otherwise; or (b) whose financial statements are, in accordance with applicable law and IFRS, consolidated with those of the first Person. ‘‘Tabreed Group’’ means Tabreed and its Subsidiaries for the time being. ‘‘Total Debt’’ means Financial Indebtedness of the Tabreed Group (but for this purpose only excluding those items under paragraph (g) of the definition of Financial Indebtedness). ‘‘Total Debt Service’’ means, for the relevant period, the aggregate of: (a) interest expense paid during that period; (b) fluctuating rental payments and rental costs during that period; and (c) repayment instalments and fixed rental payments paid during that period (excluding prepayments and any bond redemptions), payable by the Tabreed Group. 29
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 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: 4.3 Late Payment Amounts Received I
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
Page 67 and 68: TABREED 06 FINANCING CORPORATION In
Page 69 and 70: TAXATION The following is a general
Page 71 and 72: THE UNITED ARAB EMIRATES The UAE is
Page 73 and 74: The growth of Dubai began in the ea
Page 75 and 76: Saudi Arabia Any investor in the Ki
Page 77 and 78: 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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