Tabreed 06 Prospectus - London Stock Exchange

More documents

Recommendations

Info

United Kingdom Stamp Duty (‘‘Stamp Duty’’) and Stamp Duty Reserve Tax (‘‘SDRT’’) No Stamp Duty or SDRT is payable on the issue, transfer or redemption of a Certificate. Any instrument transferring a Certificate on the sale of the Certificate which is executed in the United Kingdom or which (if not executed in the United Kingdom) relates to any matter or thing done or to be done in the United Kingdom will be stampable at 0.5 per cent. of the sale consideration. EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income, which may include Periodic Distribution Amounts) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending as of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland) with effect from the same date. United Arab Emirates Taxation The following summary of the anticipated tax treatment in the UAE in relation to the payments on the Certificates is based on the taxation law and practice in force at the date of this document, and does not constitute legal or tax advice and prospective investors should be aware that the relevant fiscal rules and practice and their interpretation may change. Prospective investors should consult their own professional advisers on the implications of subscribing for, buying, holding, selling, redeeming or disposing of Certificates and the receipt of interest and distributions (whether or not on a winding-up) with respect to such Certificates under the laws of the jurisdictions in which they may be liable to taxation. There is currently in force in the Emirates of Abu Dhabi and Dubai legislation establishing a general corporate taxation regime (the Abu Dhabi Income Tax Decree 1965 (as amended) and the Dubai Income Tax Decree 1969 (as amended)). The regime is, however, not enforced save in respect of companies active in the hydrocarbon industry, some related service industries and branches of foreign banks operating in the United Arab Emirates. It is not known whether the legislation will or will not be enforced more generally or within other industry sectors in the future. Under current legislation, there is no requirement for withholding or deduction for or on account of UAE, Abu Dhabi or Dubai taxation in respect of payments of interest or principal on debt securities (including Periodic Distribution Amounts or the Dissolution Amounts in relation to the Certificates). The Constitution of the UAE specifically reserves to the federal government of the UAE the right to raise taxes on a federal basis for purposes of funding its budget. It is not known whether this right will be exercised in the future. The United Arab Emirates has entered into ‘‘Double Taxation Arrangements’’ with certain other countries, but these are not extensive in number. Cayman Islands Taxation There are no income, corporation, capital gains or other taxes in effect in the Cayman Islands on the basis of present legislation. The Issuer has applied for and expects to obtain an undertaking from the governor-in-cabinet of the Cayman Islands, pursuant to the Tax Concessions Law (revised) of the Cayman Islands, that for a period of 20 years from the date of grant of that undertaking no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciation shall apply to the Issuer or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations which is in the nature of estate duty or inheritance tax shall be payable on or in respect of the shares, debentures or other obligations (which includes the Certificates) of the Issuer or by way of the withholding in whole or part of any relevant payment. No capital or stamp duties are levied in the Cayman Islands on the issue, transfer or redemption of Certificates. An annual registration fee is payable by the Issuer to the Cayman Islands Registry of Companies which is calculated by reference to the nominal amount of its authorised capital. At current rates, this annual registration fee is approximately US$575. The foregoing is based on current law and practice in the Cayman Islands and this is subject to change therein. 70
THE UNITED ARAB EMIRATES The UAE is a federation of seven emirates made up of Abu Dhabi, Dubai, Sharjah, Ajman, Umm al-Qaywan, Fujairah and Ras Al-Khaima. Formerly known as the Trucial States, it was a British protectorate until they achieved independence in December 1971 and merged to form the United Arab Emirates. Each Emirate has a local government headed by the Ruler of the Emirate. There is a federal government which is headed by the President. Each emirate enjoys significant autonomy and has its own budget. The federal budget is principally funded by the two richest Emirates Abu Dhabi and Dubai. Location The UAE is situated along the south-eastern tip of the Arabian Peninsula bordered by Saudi Arabia to the west and south, and extends to the west coast of the Arabian Gulf from the base of the Qatar peninsula to Ras Al Khaimah in the north, and across the Musandam peninsula to the Gulf of Oman in the east, covering an area of 83,699 sq. km. The UAE, with over 700 kilometres of coastline, has seaports located in both the Arabian Gulf and the Gulf of Oman, which has helped to establish it as a leading trading hub. Political Overview The original constitution of the UAE was initially provisional and provided the legal framework for the Federation. The constitution was made permanent pursuant to a constitutional amendment in December 1996 (which also confirmed Abu Dhabi as the permanent capital of the UAE Federation). The major principle adopted by the Constitution was that jurisdiction for enacting substantive legislation was confined to the federal government, but the local governments of the seven Emirates were authorised to regulate those matters that were not the subject of legislation by the federal government. Consequently, the individual Emirates have exclusive jurisdiction in overall matters, including those relating to municipal work and natural resources. The Constitution provided for the establishment of the Supreme Council of the Rulers of all the Emirates as the foremost authority in the Federation and a Council of Ministers as the executive branch of the Federation. The Federation is governed by the Supreme Council of the Rulers. This is the highest federal governing body and consists of the rulers of the seven Emirates. The Supreme Council elects from its own membership the President and the Vice President (for renewable five-year terms). Decisions relating to substantive matters are decided by a majority vote of five Emirates, provided that the votes of both Dubai and Abu Dhabi are included in that majority, but matters that are purely procedural are decided by a simple majority vote. Policy decisions of the Supreme Council are implemented by the Federal Council of Ministers, sometimes referred to as the cabinet. Upon the approval of the Supreme Council, the President appoints the Prime Minister and the Federal Council of Ministers to assume the country’s executive authority. Based in Abu Dhabi, the Cabinet is headed by the Prime Minister and consists of the Deputy Prime Minister and a number of Ministers. These Ministers are normally selected (for no fixed term) by the approval of the Supreme Council on the recommendation of the Prime Minister. The Constitution defines the responsibilities of the Cabinet, which include the issuing of regulations, the preparation of draft laws and the drawing up of the annual federal budget. Although most of the federal government ministries are based in Abu Dhabi, many also maintain offices in Dubai. The federal government is entrusted with the task of enacting legislation regulating the principal and central aspects of the Federation such as foreign affairs, defence, security, the federal judicial system, federal finance and loans and civil aviation. Federal matters are regulated through a number of specially created federal ministries which include the Ministries of Foreign Affairs, Defence, Justice, Finance and Industry and Economy and Commerce. The responsibility for the armed forces in Dubai has, within the past three years, been transferred to the federal authorities. The Federal National Council is composed of 40 members of the national community who are recommended by the ruler of each Emirate. Each Emirate appoints members for a particular number of seats, with a large proportion of members coming from Abu Dhabi and Dubai (with eight members each). The members represent the UAE as a whole rather than their individual Emirates. Although the Federal National Council does not have any legislative powers, it is responsible for, among other things, considering and reviewing draft federal laws or bills before they are submitted to 71
Page 1 and 2:
TABREED 06 FINANCING CORPORATION (i
Page 3 and 4:
Table of Contents Page STRUCTURE DI
Page 5 and 6:
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 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 and 66: Marketing district cooling services
Page 67 and 68: TABREED 06 FINANCING CORPORATION In
Page 69: TAXATION The following is a general
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
Page 119 and 120: National Central Cooling Company PJ
Page 121 and 122:
NATIONAL CENTRAL COOLING COMPANY (P
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Page 141 and 142:
Registered/Head Office of the Issue
show all

Tabreed 06 Prospectus - London Stock Exchange

Create successful ePaper yourself

Delete template?

Save as template?