Tabreed 06 Prospectus - London Stock Exchange

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Organisational Structure 44% 55% 25% 100% Qatar Central Cooling Company (Qatar Cool) United Development Company 51% Others 5% Bahrain District Cooling Company Esterad Inv Co 40% AA Bin Hindi Group 5% Tabreed District Cooling Company ACWA Power 60% Rusd Co. of Jeddah 15% Tabreed LLC Oman Controlling Interest Minority Interest 51% 20% 100% Tabreed SummitDistrictCoolingCompany (SDCC) 49% Sumitomo Industrial City Cooling Company (ICCC) ADIC & Oasis Leasing 80% National Central Cooling Company Ras Al Khaimah (Tabreed RAK) 99.9% 60% 70% 51% 10% 80% Gulf Energy Systems (GES) Mohamed Saif Al Mazorouie 0.1% Emirates Pre-insulated Pipes Industries LLC Saudi Preinsulated Pipes 40% Ian Banham & Associates Management 30% SNC Lavalin Gulf Contractors (SLGC) SNC Lavalin 49% BAC Balticare Gulf LLC Gulf Energy Systems 90% Installation Integrity 2000 LLC (i2i) Management 20% District Cooling subsidiaries/associates Tabreed has formed a number of subsidiary/associate companies to enter other GCC markets. There are also some instances of project-specific subsidiaries/associates within the UAE. These are described below. GCC companies Tabreed has set up the following companies in Qatar, Bahrain and Saudi Arabia. In each case, Tabreed has a management contract with the company to provide management services: * Qatar Central Cooling Company (‘‘Qatar Cool’’) Tabreed direct shareholding 44% Tabreed and United Development Company (‘‘UDC’’) formed Qatar Cool in 2003. UDC was incorporated in 1999 as a private sector Qatari company. As at 31 December 2005, it had an authorised and issued share capital of Qatari riyal 825 million (US$227 million), is listed on Doha Stock Exchange and widely held. It is involved in the development and implementation of medium to large-scale projects across a number of sectors. Apart from district cooling, UDC is setting up ‘‘Pearl Qatar’’ (a US$2.5 billion island development project), has equity investments in a dredging company and a couple of hydrocarbon businesses. Qatar Cool is implementing its first cooling plant in the West Bay Lagoon. The capacity (in two phases) is 67,000 tons. It is considering a second project, the capacity of which is 110,000 tons. * Bahrain District Cooling Company (‘‘Tabreed Bahrain’’) Tabreed direct shareholding 55% Tabreed, Esterad Investment Co. (‘‘Esterad’’) (40%) and the A.A. Bin Hindi Group (5%) formed Tabreed Bahrain in 2004. Esterad was established in 1973 and was previously known as the National Imports and Exports Co. Its largest shareholders are Bahrain’s Pension Funds Commission and the National Bank of Bahrain. Esterad previously held a monopoly on the trade of cement in Bahrain, around which it built up a successful trading business and a sizeable investible surplus. Since 2002, Esterad has been transformed from a trading house to an investment company. Esterad invests in securities and managed funds within the GCC and elsewhere, and has exposures to a number of highly valued listed companies. 58 90%
Tabreed Bahrain is setting up its first project (22,000 tons) in the Diplomatic Enclave of Bahrain, with the upcoming Bahrain World Trade Centre and the Bahrain Financial Harbour as its anchor customers. It is considering other projects of total potential capacity of over 100,000 tons. * Tabreed District Cooling Company (‘‘Tabreed Saudi’’) Tabreed direct shareholding 25% Tabreed’s partners in Saudi Arabia are ACWA Power (Arabian Company for Water and Power Development), owned by the A. Abunayyan group (holding 60%), and the Rusd Company of Jeddah (holding 15%). Both groups are well-established business houses in the country. Tabreed Saudi was set up in 2005 and is currently exploring initial project opportunities. Apart from these three companies, Tabreed has set up Tabreed Holdings WLL (in Bahrain) and Tabreed LLC Oman, both as wholly owned subsidiaries. Both the companies are in early stages of development, with no significant commercial activities to date. UAE companies * Summit District Cooling Company (‘‘SDCC’’) Tabreed direct shareholding 51% SDCC is a subsidiary company set up in equity partnership with Sumitomo in 2004 to implement and operate an 11,000 ton project for the UAF GHQ. * Industrial City Cooling Company (‘‘ICCC’’) Tabreed direct shareholding 20% ICCC was formed in 2004 by Tabreed and the Abu Dhabi Investment Company (‘‘ADIC’’) (holding 20% and 80% of the equity, respectively) to own and operate two plants of 9,700 tons that were originally set up by Tabreed for the General Industrial City, Abu Dhabi. In 2005, Oasis International Leasing Company purchased a portion of ADIC’s shareholding. * National Central Cooling Company Ras Al Khaimah (‘‘Tabreed RAK’’) Tabreed shareholding 100% (40% through Gulf Energy Systems) Tabreed RAK is a wholly-owned subsidiary of Tabreed that owns and operates a 2,500 ton plant in Ras Al Khaimah. Other subsidiaries / joint venture SNC Lavalin Gulf Contractors (‘‘SLGC’’) SLGC was set up in 2004 as a joint venture between Tabreed and SNC Lavalin. Despite the shareholding of Tabreed in SLGC, SLGC is an independent EPC contractor and Tabreed does not have management control over it. SLGC provides design and construction services to Tabreed for its district cooling projects. SLGC is managed by SNC Lavalin International. The terms on which Tabreed and SLGC contract are negotiated on a project-by-project basis, thereby maintaining an arms length relationship between the parties. SLGC are usually contracted to build the plants for the cooling projects but do not provide or install the distribution systems. Major Shareholders Tabreed’s current authorised and issued share capital is AED 1 billion. Tabreed is listed on the DFM and has a wide shareholder base, with the largest single shareholding being 7.38% as at 31 May 2006. Its shareholders include government bodies and investment institutions, private offices of high net worth individuals, overseas investors and the public. 59
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TABREED 06 FINANCING CORPORATION (i
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Table of Contents Page STRUCTURE DI
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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 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: Servicing Ian Banham and Associates
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
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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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