Tabreed 06 Prospectus - London Stock Exchange

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‘‘Total Equity’’ means the share capital of the Tabreed Group for the time being issued and paid up or credited as paid up and the aggregate of the amounts standing to the credit of the consolidated capital and revenue reserves (including share premium account, statutory reserves and profit and loss account but excluding hedging reserves) of the Tabreed Group. 7 Periodic Distributions 7.1 Periodic Distribution Dates Subject as set out in Condition 4.2 (Application of Proceeds from Trust Assets) and Condition 9 (Dissolution of Trust), the Principal Paying Agent shall distribute to holders of the Certificates pro rata, out of amounts transferred to the Transaction Account, a distribution in relation to the Certificates on each Periodic Distribution Date equal to the applicable Periodic Distribution Amount. ‘‘LIBOR’’ means, for each Return Accumulation Period, the London inter-bank offered rate for six-month US dollar deposits determined in accordance with Condition 7.2 (LIBOR Determination). ‘‘Margin’’ means 1.25 per cent. per annum. ‘‘Periodic Distribution Amount’’ means for each Periodic Distribution Date, an amount equal to the product of (i) LIBOR for the Return Accumulation Period immediately preceding such Periodic Distribution Date plus the Margin, (ii) US$200,000,000 and (iii) the actual number of days in such Return Accumulation Period divided by 360. ‘‘Periodic Distribution Date’’ means the 20th day of January and July or if any such day is not a Business Day the following Business Day unless it would thereby fall into the next calendar month, in which event such day shall be the immediately preceding Business Day, commencing on the Periodic Distribution Date falling in January 2007 to and including the Periodic Distribution Date falling in July 2011. The period from and including the Closing Date but excluding the first Periodic Distribution Date and each successive period from and including a Periodic Distribution Date to but excluding the next succeeding Periodic Distribution Date is called a ‘‘Return Accumulation Period’’. In these Conditions, except where otherwise defined, ‘‘Business Day’’ means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in Dubai, London and New York. 7.2 LIBOR Determination LIBOR for each Return Accumulation Period shall be determined by or on behalf of the Issuer in accordance with the following provisions: (a) on each LIBOR Determination Date, the Calculation Agent, on behalf of the Issuer, will determine the Screen Rate at approximately 11.00 a.m. (London time) on such LIBOR Determination Date and such Screen Rate shall be the value of LIBOR for the (b) forthcoming Return Accumulation Period; if the Screen Rate is unavailable, the Calculation Agent shall request the principal London office of each Reference Bank to provide it with the rate at which deposits in US dollars are offered by it to prime banks in the London inter-bank market for a period of six months at approximately 11.00 a.m. (London time) on such LIBOR Determination Date and for a Representative Amount and, so long as at least two of the Reference Banks provide such rates, the arithmetic mean of such rates (rounded if necessary to the fifth decimal place, with 0.000005 rounded upwards) as calculated by the Calculation Agent shall be the value of LIBOR for the forthcoming Return Accumulation Period; (c) if fewer than two of the Reference Banks provide rates, the value of LIBOR for the forthcoming Return Accumulation Period shall be the arithmetic mean of the rates quoted by such major banks in London as may be selected by the Calculation Agent at approximately 11.00 a.m. (London time) on the first day of such Return Accumulation Period for loans in US dollars to leading European banks for a period of six months commencing on the first day of such Return Accumulation Period and for a Representative Amount; 30
(d) if LIBOR cannot be determined in accordance with the above provisions, the value of LIBOR for the forthcoming Return Accumulation Period shall be as determined on the preceding LIBOR Determination Date; and (e) the following terms used above have the meanings set forth below: ‘‘LIBOR Determination Date’’ means the second London Business Day preceding the first day of each Return Accumulation Period; ‘‘London Business Day’’ means a day (other than a Saturday or a Sunday) on which commercial banks in London are open for general business; ‘‘Reference Banks’’ means the principal London office of each of four major banks engaged in the London inter-bank market selected by or on behalf of the Issuer, provided that once a Reference Bank has first been selected by the Issuer or its duly appointed representative, such Reference Bank shall not be changed unless it ceases to be capable of acting as such; ‘‘Representative Amount’’ means US$200,000,000; and ‘‘Screen Rate’’ means the rate for six-month deposits in US dollars which appears on Telerate page 3750 (or such replacement page on that service or any successor service which displays the same information). 7.3 Notification of LIBOR and Periodic Distribution Amount Following determination of each of LIBOR and the Periodic Distribution Amount for the forthcoming Return Accumulation Period and the related Periodic Distribution Date by the Calculation Agent, the Calculation Agent shall notify, or shall procure the notification to, each stock exchange on which the Certificates are listed at the relevant time, as soon as practicable after the determination thereof but in no event later than the first day of the relevant Return Accumulation Period, details of such LIBOR and Periodic Distribution Amount. The Principal Paying Agent shall arrange for such LIBOR and Periodic Distribution Amount to be published in accordance with Condition 15 (Notices) as soon as practicable after their determination but in no event later than the fourth London Business Day thereafter. Each Periodic Distribution Amount and Periodic Distribution Date may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the related Return Accumulation Period. In the event of any such amendment, the Calculation Agent shall, as soon as practicable thereafter, notify each stock exchange on which the Certificates are listed at the relevant time of the amended Periodic Distribution Amount and Periodic Distribution Date. The Principal Paying Agent shall arrange for such amended Periodic Distribution Amount and Periodic Distribution Date to be published in accordance with Condition 15 (Notices) as soon as practicable after determination of such amendment but in no event later than the fourth London Business Day thereafter. 7.4 Cessation of Accrual No further amounts will be payable on any Certificate from and including its due date for redemption. 7.5 Calculation of Distribution in respect of Broken Periodic Distribution Amounts When a distribution is required to be calculated in respect of a period of less than a full Return Accumulation Period, it shall be calculated on the basis of the actual number of days elapsed in such period and an actual/360 basis. 8 Payment 8.1 Payments in Respect of Certificates Payment of the Dissolution Distribution Amount and any Periodic Distribution Amount will be made by the Principal Paying Agent by wire transfer in same day funds to the registered account of each Certificateholder or by US dollar cheque drawn on a bank that processes payments in US dollars mailed to the registered address of the Certificateholder if it does not have a registered account. Payments of the Dissolution Distribution Amount and any Periodic Distribution Amount due otherwise than on a Periodic Distribution Date will only be made against surrender of the relevant Certificate at the specified office of any of the Paying Agents. 31
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 and 28: 4.3 Late Payment Amounts Received I
Page 29: (i) the amount of any liability in
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
Page 79 and 80: 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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