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Tabreed 06 Prospectus - London Stock Exchange

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GENERAL INFORMATION<br />

1. It is expected that listing of the Certificates on the Official List and admission of the Certificates<br />

to trading on the Market will be granted on or before 20 July 20<strong>06</strong>, subject only to the issue of<br />

the Global Certificate. Prior to official listing and admission to trading, however, dealings will<br />

be permitted by the <strong>London</strong> <strong>Stock</strong> <strong>Exchange</strong> in accordance with its rules. Transactions will<br />

normally be effected for settlement in U.S. dollars and for delivery on the third working day<br />

after the day of the transaction. The Certificates will be governed by English law and, under the<br />

Declaration of Trust, the Issuer will submit to the non-exclusive jurisdiction of the courts of<br />

England.<br />

2. The Issuer has obtained all necessary consents, approvals and authorisations in the Cayman<br />

Islands in connection with the issue and performance of the Certificates. The issue of the<br />

Certificates was authorised by the directors of the Issuer passed on 13 July 20<strong>06</strong>. The entry into<br />

the Transaction Documents to which it is a party was authorised by the directors of <strong>Tabreed</strong> on<br />

8 July 20<strong>06</strong>.<br />

3. There has been no significant change in the financial or trading position of the Issuer since its<br />

date of incorporation and no material adverse change in the financial position or prospects of<br />

the Issuer since the date of its incorporation.<br />

4. There has been no significant change in the financial or trading position of <strong>Tabreed</strong> since 31<br />

March 20<strong>06</strong> and no material adverse change in the financial position or prospects of <strong>Tabreed</strong><br />

since 31 December 2005.<br />

5. The Issuer is not or has not been involved in any governmental, legal or arbitration proceedings<br />

(including any such proceedings which are pending or threatened of which the Issuer is aware)<br />

during the 12 months preceding the date of this <strong>Prospectus</strong> which may have or have had in the<br />

recent past significant effects on the financial position or profitability of the Issuer.<br />

6. <strong>Tabreed</strong> is not or has not been involved in any governmental, legal or arbitration proceedings<br />

(including any such proceedings which are pending or threatened of which <strong>Tabreed</strong> is aware)<br />

during the 12 months preceding the date of this <strong>Prospectus</strong> which may have or have had in the<br />

recent past significant effects on the financial position or profitability of <strong>Tabreed</strong>.<br />

7. The Certificates have been accepted for clearance through the Euroclear and Clearstream,<br />

Luxembourg systems (which are the entities in charge of keeping the records) with a Common<br />

Code of 025840496. The International Securities Identification Number (ISIN) for the<br />

8.<br />

Certificates is XS0258404960.<br />

The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the<br />

address of Clearstream, Luxembourg is 42 Avenue JF Kennedy L-1855 Luxembourg.<br />

Where information in this <strong>Prospectus</strong> has been sourced from third parties this information has<br />

been accurately reproduced and as far as the Issuer is aware and is able to ascertain from the<br />

information published by such third parties no facts have been omitted which would render the<br />

reproduced information inaccurate or misleading. The source of third party information is<br />

identified where used.<br />

9. For so long as any Certificates remain outstanding, copies (and English translations where the<br />

documents in question are not in English) of the following documents will be available, during<br />

usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at<br />

the offices of <strong>Tabreed</strong> and the Paying Agent in <strong>London</strong>:<br />

(a) the Transaction Documents (other than the Certificate Purchase Agreement);<br />

(b) the Memorandum and Articles of Association of the Issuer;<br />

(c) the published annual report and audited accounts of <strong>Tabreed</strong> for the two financial years<br />

ended 31 December 2005; and<br />

(d) the <strong>Prospectus</strong>.<br />

10.<br />

The <strong>Prospectus</strong> will be published on the website of the Regulatory News Service operated by the<br />

<strong>London</strong> <strong>Stock</strong> <strong>Exchange</strong> at www.londonstockexchange.com/en-gb/pricesnews/marketnews/.<br />

Ernst & Young of PO Box 136, Abu Dhabi, UAE Chartered Accountants, have rendered<br />

unqualified audit reports on the accounts of <strong>Tabreed</strong> for the two years ended 31 December 2004<br />

and 31 December 2005.<br />

77

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