Tabreed 06 Prospectus - London Stock Exchange

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insurers are not awarded ratings as high as insurers located in other jurisdictions. There is, however, no restriction on reinsurance outside the UAE. Property Policies Tabreed has an insurance policy covering property with Abu Dhabi National Insurance Company (‘‘ADNIC’’). ADNIC is rated A (pi) on Standard & Poor’s Insurer Financial Strength Rating scale. The policy covers Property All Risks and Business Interruption cover for the specific plants, based on standard market forms, and adhere to generally accepted international standards. The policy contains a specific extension offering indemnity for damaged property on a replacement basis rather than a cash sum. War risks and cover for acts of terrorism are specifically excluded. Machinery policies Tabreed has an insurance policy in respect of machinery with ADNIC. The policy covers machinery breakdown and applies to the locations of all existing plants. The cover offered under this policy is standard market form and adheres to generally accepted international standards. The basis of indemnity offers reinstatement with no depreciation, but no betterment. Cover for acts of terrorism is, however, specifically excluded. The policy also covers loss of profit due to breakdown of machinery. The policy does not specifically list any locations within the UAE, but gives cover for any location within the geographical boundary of the UAE. The cover offered under this policy is standard market form and adheres to generally accepted international standards. Cover for acts of terrorism is, however, specifically excluded. Construction Policies All of the Company’s plants are construction are fully covered under the policy of the relevant contractor, until such time as the plant has been completely handed over to Tabreed. Workman’s Compensation Tabreed has an insurance policy in respect of workman’s compensation with Oman Insurance Company (‘‘OIC’’). OIC is rated BBB on Standard & Poor’s Insurer Financial Strength Rating scale. The policy covers Annual Workman’s Compensation for all staff working within the UAE in line with UAE market standards. Public Liability Cover Tabreed has one policy with ADNIC for all legal liabilities arising out of its operations in line with UAE market standards. This cover extends to liabilities of up to US$10 million and, to date, there have been no material claims made by Tabreed under its insurance policy. Hedging Most of the Company’s financings, other than a sukuk offering in 2004 which is fixed rate, are floating rate exposures. The total amount of floating rate exposure as on 31 December 2005 was AED 676 mn out of a financing total of AED 1,071 mn (i.e. 63%). The Company has entered into a range of interest rate hedging instruments for full or partial protection against adverse movements in interest rates on these exposures. The total notional amounts under the hedges add up to $289 mn or AED 1,062 mn (this appears to be more than the total amount of floating rate loans, because in some cases multiple hedges are linked to the same loan, offering protection at different interest rate bands). Regulation Whilst there are no industry specific regulatory bodies, Tabreed endeavours to comply with all relevant regulations set by the following: * Securities & Commodities Authority; * the Ministry of Economy & Planning; and * the Dubai Financial Market. 66
TABREED 06 FINANCING CORPORATION Introduction The Issuer was incorporated in the Cayman Islands on 7 June 2006 as an exempted limited company limited by shares under the Companies Law (2004 Revision) under the name Tabreed 06 Financing Corporation and its registered office address is Walker House, PO Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands, telephone number +1345 945 3727. Business of the Issuer The Issuer’s entire issued share capital is held by Walkers SPV Limited of Walker House, PO Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands under the terms of a charitable purpose trust dated 18 July 2006. The sole purpose of the issuer is to issue the Certificates and enter into the transactions contemplated by the Transaction Documents. As at the date of the Prospectus, the Issuer has not commenced business. Share Capital of the Issuer The Issuer has no subsidiaries. The Issuer is authorised to issue up to 1,000 shares of US$1.00 par value. As at the date of this Prospectus, the Issuer had issued 1,000 Shares at an agreed price of US$1.00 each. Corporate Administration Walkers SPV Limited of Walker House, PO Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands will act, or procure that a subsidiary acts, as the administrator of the Issuer pursuant to the terms of a corporate services agreement to be entered into between the Issuer and Walkers SPV Limited. In consideration of the foregoing, Walkers SPV Limited will be entitled to receive various fees payable by the Issuer at rates agreed upon from time to time, plus expenses. Management and Employees The Issuer has no employees other than those directors listed below in the section entitled ‘‘Directors’’. Directors The directors of the Issuer and their other principal activities at the date hereof are as follows: Name Other principal activities David Egglishaw Managing Director, Walkers SPV Limited John Cullinane Director, Walkers SPV Limited Derrie Boggess Director, Walkers SPV Limited The business address of the directors is Walker House, PO Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands. Directors’ Interests No director has any interest in the promotion of, or any property acquired or proposed to be acquired by, the Issuer and no director has any conflict of interest and/or any potential conflict of interest between any of its duties to the Issuer and its private interests and/or other duties. As a matter of Cayman Islands law, each director is under a duty to act honestly and in good faith with a view to the best interests of the Issuer, regardless of any other directorships he may hold. Financial Statements and Auditors’ Report The Issuer will prepare and publish audited financial statements on an annual basis. The Issuer does not intend to prepare interim financial statements. As at the date hereof, the Issuer has not yet prepared any financial statements. It is anticipated that the Issuer will have an accounting reference date of 31 December with the first fiscal year ending 31 December 2006. The auditors appointed in respect of the Issuer are Ernst & Young, public accountants, PO Box 510GT, Grand Cayman, Cayman Islands. 67
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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
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Redemption for Tax Reasons accordan
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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 and 62: Plants Expected Commissioning Date
Page 63 and 64: * Dany Safi, Chief Executive Office
Page 65: Marketing district cooling services
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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