Tabreed 06 Prospectus - London Stock Exchange

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