Tabreed 06 Prospectus - London Stock Exchange

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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. 2
Table of Contents Page STRUCTURE DIAGRAM AND CASHFLOWS .....................................................................................4 FORWARD-LOOKING STATEMENTS..................................................................................................6 OVERVIEW OF THE OFFERING...........................................................................................................7 RISK FACTORS.......................................................................................................................................18 TERMS AND CONDITIONS OF THE CERTIFICATES ....................................................................23 THE GLOBAL CERTIFICATE...............................................................................................................40 THE TRUST ASSETS ..............................................................................................................................42 USE OF PROCEEDS ...............................................................................................................................47 NATIONAL CENTRAL COOLING COMPANY (TABREED) PJSC .................................................48 TABREED 06 FINANCING CORPORATION .....................................................................................67 TAXATION ..............................................................................................................................................69 THE UNITED ARAB EMIRATES .........................................................................................................71 SUBSCRIPTION AND SALE..................................................................................................................74 GENERAL INFORMATION ..................................................................................................................77 FINANCIAL INFORMATION ...............................................................................................................78 3
Page 1: TABREED 06 FINANCING CORPORATION (i
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 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
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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
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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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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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