Tabreed 06 Prospectus - London Stock Exchange

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Directors Name Joined Position Other Principal Activities Ahmed Ateeq Al Mazouei 1998 Board Member Board Member National Bank of Abu Dhabi, Executive Director of the Abu Dhabi Investment Authority Khalifa Mohamed Al Gobaisi 1998 Board Member General Manager of Abu Dhabi Petroleum Ports Operating Co. Obaid Ghanim Al Mutawei 1998 Board Member Chairman of Al Jadaf Ship Docking Yard, President of the Al Mutaiwie Group, Board Member of Sharjah Insurance Company, Umm Al Quwain Cement Company Abdul Raouf Al Bitar 2004 Board Member Managing Director of Al Manhal Water Factory, Board Member of SPPI Mubarak Rashed Al Mansouri 2005 Board Member Director General of Abu Dhabi Retirement Pensions and Benefits Fund, Board Member Arab International Bank, Egypt, Arab Banking Corporation, Bahrain, Abu Dhabi Holding Co., Abu Dhabi National Company for Building Materials Other senior management Directors Name Joined Position Dany Safi 1998* Chief Executive Officer Karl Marietta 1998 Chief Financial Officer James Matthew Kassim 2005 Operations & Maintenance Director Thani Al Rumaithi 2005 Human Resources & Administration Director Majed Fahmy 2001 Project Director Sandeep Arora 1998* Financial Controller Yaslam Omar Hassan 1999 Procurement Manager Jamal Al Jarwan 2001 Marketing Manager – Dubai & N. Emirates Fawaz Elhindi 2003 Marketing Manager – Abu Dhabi & Al Ain Issa Cattan 1999 IT Manager Note: *1995 with Gulf Energy Systems LLC The business address of each of the directors and senior management is PO Box 32444, Dubai, UAE. Directors * Mohamed Saif Al Mazrouie, Chairman, has a BA in Business Administration from Laverne University, California, USA. He is currently Chief Executive Officer of the UAE Offsets Group and is chairman and a board member of many financial, commercial and industrial organisations in the UAE. * Khalifa Mohammed Al Kindi, Vice Chairman, holds a Bachelor of Science (Economics) degree from the East Michigan University, USA. He is the Chairman of National Bank of Abu Dhabi (‘‘NBAD’’), the Deputy Managing Director of Abu Dhabi Investment Authority (‘‘ADIA’’), and has been on the Board of Directors of ADIA, ADIC, Abu Dhabi Aviation, International Petroleum Investment Company (all in Abu Dhabi) and Arab Banking Corporation in Bahrain. 62
* Dany Safi, Chief Executive Officer, has a BSc in Electrical Engineering and MSc in Mechanical Engineering. He has held senior management positions in leading air-conditioning companies in the Middle East. He is a member of several international industry associations and is also a Board Member of the International District Energy Association. * Mohamed Darwish Al Qamzi, Board Member, was previously a project manager in the UAE Offsets Group. He has also previously held managerial positions in leading companies in the UAE. He serves on the Boards of a number of Tabreed’s subsidiary and associate companies (e.g. Qatar Cool, Tabreed Bahrain, Tabreed Saudi, SLGC, EPPI). He has a BSc in Economics from Laverne University, California, USA. * Ahmed Ateeq Al Mazrouei, Board Member, has a BSc in Finance and an MBA from Indiana State University, USA. He is also a Chartered Financial Analyst. He is currently on the Board of NBAD and an Executive Director of ADIA. * Khalifa Mohamed Al Gobaisi, Board Member, has held managerial positions in the UAE Government and leading UAE companies. He has a BA in Political Sciences from St. Martin University, Washington, USA. He is currently General Manager of Abu Dhabi Petroleum Ports Operating Co. * Obaid Ghanim Al Mutawei, Board Member, has a degree in Electrical Engineering. He has held several senior positions in oil companies, engineering and consulting companies and the Dubai Government. He is currently the chairman of Al Jadaf Ship Docking Yard and is the founder and President of the Al Mutaiwie Group. * Abdul Raouf Al Bitar, Board Member, has a degree in Civil Engineering from Syracuse * University, USA. He is the Managing Director of the Al Manhal Water Factory, Riyadh, KSA, and is a Board Member of SPPI and several companies in KSA and Jordan. Mubarak Rashed Al Mansouri, Board Member, has a BSc in Finance and an MBA from University of West Florida, USA. He is Director General of Abu Dhabi Retirement Pensions and Benefits Fund, and serves on the Boards of Arab International Bank, Egypt, Arab Banking Corporation, Bahrain, Abu Dhabi Holding Co. Other Senior Management * Dany Safi, Chief Executive Officer (see ‘‘Directors’’ above). * Karl Marietta, Chief Financial Officer, has 34 years of experience in the district energy and electric utility industries. He is a member of the International District Energy Association. He has a BSc from Carnegie-Mellon University, USA and an MBA from Metropolitan University, Minnesota, USA. * James Matthew Kassim, Operations & Maintenance Director, has a BSc in Chemical Engineering from the University of Tulsa, Oklahoma, USA. He has over 20 years’ experience in a variety of industries, and is a member of the Chemical Engineering Society and Mechanical Engineering Society. * Thani Al Rumaithi, Human Resources & Administration Director, has a BA in Business * Management from Marylhurst University, Oregon, USA. He has 9 years’ previous experience in the HR and Administration departments of leading companies. He is a member of the Society of Human Resource Management and the American Society of Training and Development. Majed Fahmy, Projects Director, has a BSc in Mechanical Engineering, with 30 years’ experience in power plants, air liquefaction industries, and designing of commercial and industrial * mechanical and HVAC systems. He has experience with planning, cost control and management. Sandeep Arora, Financial Controller, holds a Bachelor of Commerce degree from St. Xavier’s College, University of Calcutta, India, and is a Chartered Accountant from the Institute of Chartered Accountants of India. He has held positions in international accounting and * consulting firms, and has experience with large contracting companies. Yaslam Omar Hassan, Procurement Manager, has a BSc in Mechanical Engineering from Nebier University, Scotland. He has extensive procurement experience and has held several managerial positions in leading companies. * Jamal Al Jarwan, Marketing Manager – Dubai & Northern Emirates, has a BSc in Management. He has extensive experience in marketing, business management and real estate, and has held several managerial positions in Government departments. 63
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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
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OVERVIEW OF THE OFFERING This follo
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‘‘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 and 58: Servicing Ian Banham and Associates
Page 59 and 60: Tabreed Bahrain is setting up its f
Page 61: Plants Expected Commissioning Date
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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