Tabreed 06 Prospectus - London Stock Exchange

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THE TRUST ASSETS Pursuant to the Declaration of Trust, the Issuer will declare that it will hold the Trust Assets upon trust absolutely for the holders of the Certificates pro rata according to the face amount of the Certificates held by each Certificateholder in accordance with the Declaration of Trust and the Conditions. Istisna’a Agreement On the Closing Date the Issuer and the Contractor shall enter into an Istisna’a Agreement under which the Issuer will pay, in consideration for the construction, manufacturing and delivery of the Plants, a total amount of US$200,000,000 (the ‘‘Istisna’a Amount’’). The Istisna’a Amount shall be payable in instalments. The first instalment of US$40,000,000 shall be payable to the Contractor on the Closing Date in connection with the handover of Plant A (as detailed below) and US$26,000,000 (the ‘‘Second Instalment’’) shall be payable on the first Periodic Distribution Date in connection with the handover of Plant B (as defined below). The balance shall be payable to the Contractor in one or more further instalments in connection with delivery of appropriate certificates relating to the whole or any part of Plant C (as detailed below). On the Closing Date the Contractor shall deliver to the Issuer the construction works and/or equipment and/or machinery forming part of each of the following Plants (‘‘Plant A’’) pursuant to the Istisna’a Agreement: Expected Commissioning Date Installed Capacity (tons) Notes Zayed Sports City Expansion .............. Jun-06 7,500 partial completion Phoenix 1 & 2 Expansion .................... Jun-06 6,400 partial completion Ajman-01 ............................................. Khalifa City-Abu Dhabi University Sep-06 22,500 partial completion (phase 1) .......................................... Mar-07 10,000 partial completion Ajman-02 (phase 1).............................. Jan-07 12,000 partial completion On the first Periodic Distribution Date the Contractor shall deliver to the Issuer the construction works and/or equipment and/or machinery forming part of each of the following Plants (‘‘Plant B’’) pursuant to the Istisna’a Agreement: Expected Commissioning Date Installed Capacity (tons) Notes Zayed Sports City Expansion ..... Jun-06 7,500 completion Phoenix 1 & 2 Expansion ........... Jun-06 6,400 completion Ajman-01..................................... Khalifa City-Abu Dhabi Sep-06 22,500 completion University (phase 1)................ Mar-07 10,000 additional completion Ajman-02 (phase 1)..................... Jan-07 12,000 additional completion Thereafter, the Contractor shall from time to time deliver to the Issuer the whole or any part of the construction works and/or equipment and/or machinery forming part of any of the following Plants (‘‘Plant C’’) pursuant to the Istisna’a Agreement: Expected Commissioning Date Installed Capacity (tons) Ajman-02 (phase 1) ................................................................. Jan-07 12,000 Khalifa City-Abu Dhabi University (phase 1)........................ Mar-07 10,000 Aldar – 10 towers (phase 1) .................................................... Aug-06 10,000 Aldar – New Souk (phase 1)................................................... Jan-07 10,000 Sheikh Zayed Road Plant 2 .................................................... Mar-07 12,000 Dubai Metro (phase 1)............................................................ Jul-07 20,000 As security for its obligations under the Istisna’a Agreement, the Contractor shall pay, on each Payment Date during the Payment Period, an amount equivalent to the Security Amount to the 42
Issuer. Unless otherwise agreed, the aggregate amount payable to the Issuer under the Istisna’a Agreement shall be repaid to the Contractor on the date on which all Plants have been delivered under the Istisna’a Agreement. On the Closing Date, the Contractor’s payment obligations under the Istisna’a Agreement will rank at least pari passu with the Contractor’s other unsecured, unsubordinated and general obligations. Commodities Purchase Agreement Under the terms of the Commodities Purchase Agreement the Issuer shall purchase Commodities from Tabreed on the Closing Date for an amount of US$26,000,000. Undertaking to Purchase (Commodities) Under the Undertaking to Purchase (Commodities), the Counterparty, being HSBC Bank plc, undertakes to purchase the Commodities from the Issuer on the first Periodic Distribution Date. HSBC Bank plc and its subsidiaries form a UK-based group providing a comprehensive range of banking and related financial services. HSBC Bank plc (formerly Midland Bank plc) was formed in England in 1836 and subsequently incorporated as a limited company in 1880. In 1923, the company adopted the name of Midland Bank Limited which it held until 1982 when it re-registered and changed its name to Midland Bank plc. During the year ended 31 December 1992, Midland Bank plc became a wholly owned subsidiary undertaking of HSBC Holdings plc, whose Group Head Office is at 8 Canada Square, London E14 5HQ. HSBC Bank plc adopted its current name, changing from Midland Bank plc, in the year ended 31 December 1999. The HSBC Group is one of the largest banking and financial services organisations in the world, with around 9,500 offices in 76 countries and territories in five geographical regions: Europe; Hong Kong the rest of Asia-Pacific, including the Middle East and Africa; North America and South America. Its total assets at 31 December 2005 were £873 billion. HSBC Bank plc is the HSBC Group’s principal operating subsidiary undertaking in Europe. The short-term unsecured obligations of HSBC Bank plc are currently rated P-1 by Moody’s Investors Service Limited, A-1+ by Standard & Poor’s and F1+ by Fitch Ratings Limited and the long-term obligations of HSBC Bank plc are currently rated Aa2 by Moody’s Investors Service Limited, AA- by Standard & Poor’s and AA by Fitch Ratings Limited. HSBC Bank plc’s principal place of business in the United Kingdom is 8 Canada Square, London E14 5HQ. Lease Agreement Under the terms of a Lease Agreement, between the Issuer as lessor and Tabreed as lessee, the Issuer agrees to lease each Plant delivered (the ‘‘Delivered Plants’’) to Tabreed for a term commencing from the date on which each Delivered Plant is so delivered under the Istisna’a Agreement and extending to the Scheduled Dissolution Date. Under the terms of the Lease Agreement, Tabreed agrees to use the Delivered Plants at its own risk and to bear the entire risk of loss of or damage to the Delivered Plants or any part thereof arising from the negligent or improper usage or operation thereof by Tabreed. On the Closing Date, the Lessee’s payment obligations under the Lease Agreement will rank at least pari passu with Lessee’s other unsecured, unsubordinated and general obligations. Under the terms of the Lease Agreement, Tabreed shall, at its own cost and expense, be responsible for the performance of all Ordinary Maintenance and Repair required of the Delivered Plants. ‘‘Ordinary Maintenance and Repair’’ means all repairs, replacements, acts, and maintenance and upkeep works required for the general usage and operation of the Delivered Plants and to keep, repair, maintain and preserve the Delivered Plants in good order and condition, and in compliance with such maintenance, repair and upkeep standards and procedures generally expected in the ordinary course of business. Under the terms of the Lease Agreement, the Issuer will be responsible for the performance of all Major Maintenance, and shall procure that the Service Agent, in accordance with the terms and conditions set out in the Service Agency Agreement, shall perform all Major Maintenance in respect of the Delivered Plants. ‘‘Major Maintenance’’ means all repairs, replacements, acts and maintenance required in respect of the Delivered Plants other than Ordinary Maintenance and Repair. 43
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 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: transferred into the names of holde
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
Page 81 and 82: ERNST &YOUNG P.O. Box 136 11th Floo
Page 83 and 84: NATIONAL CENTRAL COOLING COMPANY (P
Page 91 and 92: ERNST &YOUNG P.O. Box 136 11th Floo
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NATIONAL CENTRAL COOLING COMPANY (P
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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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