Tabreed 06 Prospectus - London Stock Exchange

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FORWARD-LOOKING STATEMENTS This Prospectus contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give the current expectations and projections of the management of Tabreed relating to Tabreed’s financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements may include words such as ‘‘anticipate’’, ‘‘estimate’’, ‘‘expect’’, ‘‘project’’, ‘‘plan’’, ‘‘intend’’, ‘‘believe’’ and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are based on assumptions that the management of Tabreed have made in light of their experience in the industry in which they operate, as well as their perceptions of historical trends, current conditions, expected future developments and other facts which they believe are appropriate under the circumstances. Potential investors should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the control of the management of Tabreed) and assumptions. Although the management of Tabreed believe that these forward-looking statements are based on reasonable assumptions, potential investors should be aware that many factors could affect Tabreed’s actual financial condition or results of operations and cause actual results to differ materially from those in the forward-looking statements. These facts include, among other things, those discussed under the section headed ‘‘Risk Factors’’ in this Prospectus. Because of these factors, the management of Tabreed caution that potential investors should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise from time to time, and it is impossible to predict these events or how they may affect Tabreed. Except as required by law, the management of Tabreed have no duty to, and do not intend to, update or revise the forward-looking statements in this Prospectus after the date of this Prospectus. 6
OVERVIEW OF THE OFFERING This following is an overview of the principal features of the Certificates, including a description of the Trust Assets and the Transaction Documents. This summary does not contain all of the information that potential investors should consider before investing in the Certificates. Potential investors should read the entire Prospectus carefully, especially the risks of investing in the Certificates discussed under ‘‘Risk Factors’’. Reference to a ‘‘Condition’’ is to a numbered condition of the ‘‘Terms and Conditions of the Certificates’’. Certificateholders, by subscribing for or acquiring the Certificates, acknowledge that no recourse may be had for the payment of any amount owing in respect of the Certificates against the Issuer in its capacity as Trustee in any circumstances whatsoever or the Trust to the extent the Trust Assets have been exhausted following which all obligations of the Issuer, as issuer and in its capacity as Trustee, and the Trust shall be extinguished. Certificateholders should note that through a combination of the Istisna’a Agreement, the Lease Agreement and the Purchase Undertaking the ability of the Issuer to pay the amounts due in respect of the Certificates will ultimately be dependent on Tabreed. A description of Tabreed is included within this Prospectus under ‘‘National Central Cooling Company (Tabreed) PJSC’’ below. The Trust Assets, the Istisna’a Agreement, the Commodities Purchase Agreement, the Undertaking to Purchase (Commodities), the Lease Agreement, the Service Agency Agreement, the Investment Agreement, the Purchase Undertaking (each as detailed below) and the other Transaction Documents (as detailed below) are described in more detail in the descriptions of the Parties and the Summary of the Certificates below. PARTIES Issuer Tabreed 06 Financing Corporation (the ‘‘Issuer’’), a special purpose company incorporated in the Cayman Islands under The Companies Law (2004 Revision), which was incorporated on 7 June 2006 to participate in the transactions contemplated by the Transaction Documents. Ownership of the Issuer The authorised share capital of the Issuer is US$1,000, of which 1,000 ordinary shares of par value of US$1.00 have each been issued. The Issuer’s ordinary shares are owned by Walkers SPV Limited, a regulated trust company in the Cayman Islands, whose registered office is at Walker House, PO Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands. Administration of the Issuer The affairs of the Issuer are managed by Walkers SPV Limited (the ‘‘Issuer Administrator’’), who will provide, amongst other things, certain administrative services for and on behalf of the Issuer pursuant to the Corporate Services Agreement dated 20 July 2006 between, inter alia, the Issuer and the Issuer Administrator (the ‘‘Corporate Services Agreement’’). Contractor National Central Cooling Company (Tabreed) PJSC (the ‘‘Contractor’’), a public joint stock company incorporated in the United Arab Emirates (trading under the commercial name of ‘‘Tabreed’’), will procure the construction, manufacturing and delivery to the Issuer of the Plants (as defined below) pursuant to the Istisna’a Agreement. Lessee Tabreed will lease the Delivered Plants (as defined below) from the Issuer on the terms set out in the Lease Agreement for a period commencing on the date of delivery of each Plant or part thereof under the Istisna’a Agreement and terminating on the Scheduled Dissolution Date unless the Certificates are redeemed earlier and the Trust (as defined below) is dissolved as described herein. 7
Page 1 and 2: TABREED 06 FINANCING CORPORATION (i
Page 3 and 4: Table of Contents Page STRUCTURE DI
Page 5: above, the Dissolution Distribution
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 41 and 42: transferred into the names of holde
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Page 47 and 48: USE OF PROCEEDS The proceeds of the
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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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