Tabreed 06 Prospectus - London Stock Exchange

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Seller Tabreed shall on the Closing Date sell to the Issuer a certain quantity of palladium (the ‘‘Commodities’’) for a price of US$26,000,000 on the terms of the Commodities Purchase The Counterparty Agreement (as defined below). HSBC Bank plc (the ‘‘Counterparty’’) shall on the Closing Date enter into the Undertaking to Purchase (Commodities) under which it shall undertake to purchase the Commodities from the Issuer on the first Periodic Distribution Date (for a brief description of HSBC Bank plc see page 43). Trustee The Issuer will act as trustee (in such capacity, the ‘‘Trustee’’, which expression shall include the Delegate referred to below) in respect of the Trust Assets for the benefit of the Certificateholders in accordance with the Declaration of Trust. Pursuant to the Joint Lead Managers Declaration of Trust, the Trustee will hold the Trust Assets for and on behalf of the Certificateholders. Under the Declaration of Trust, the Trustee will unconditionally and irrevocably delegate authority to HSBC Trustee (C.I.) Limited (the ‘‘Delegate’’) to take all necessary actions on its behalf should a Redemption Event (as defined in the Declaration of Trust) occur. CIMB (L) Limited, Dresdner Bank AG London Branch and HSBC Bank plc. Co-Manager ABC Islamic Bank (E.C.) Principal Paying Agent, Payment Administrator, Calculation Agent and Replacement Agent HSBC Bank plc Registrar and Transfer Agent HSBC Bank plc SUMMARY OF THE CERTIFICATES Amount and title US$200,000,000 Trust Certificates due 2011. Closing Date 20 July 2006 or such other date as may be agreed by the Issuer, Tabreed and the Joint Lead Managers. Scheduled Dissolution Date The Periodic Distribution Date falling in July 2011 Issue Price 100 per cent. of the aggregate face amount of the Certificates. Status Each Certificate evidences an undivided beneficial ownership interest in the Trust Assets and will rank pari passu, without any preference, with the other Certificates. Periodic Distribution Dates The 20th day of each January and July (each a ‘‘Periodic Distribution Date’’), or if any such day is not a Business Day the following Business Day unless it would thereby fall into the next calendar month, in which event such day shall be the immediately preceding Business Day, commencing on the Periodic Distribution Date falling in January 2007. ‘‘Business Day’’ means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in Dubai, London and New York. Periodic Distributions On each Periodic Distribution Date, Certificateholders will receive from moneys received in respect of the Trust Assets, a periodic distribution in an amount equal to the product of (a) LIBOR for the related Return Accumulation Period (as defined below) plus the Margin, (b) US$200,000,000 and (c) the actual number of days in the related Return Accumulation Period divided by 360 (the ‘‘Periodic Distribution Amount’’). See Condition 7. ‘‘LIBOR’’ means, for each Return Accumulation Period, the London inter-bank offered rate for six-month US dollar deposits determined in accordance with Condition 7.2. 8
‘‘Margin’’ means 1.25 per cent. per annum. Return Accumulation Period The period from and including the Closing Date up to but excluding the first Periodic Distribution Date and each successive period from and including a Periodic Distribution Date up to but excluding the next succeeding Periodic Distribution Date is a ‘‘Return Accumulation Period’’. Redemption of Certificates and Dissolution of Trust Unless the Certificates are redeemed earlier (and the Trust is dissolved after such redemption) following (i) the occurrence of a Dissolution Event (as defined in Condition 12) or (ii) the imposition of any Taxes (as defined below) permitting Tabreed to terminate the Lease Agreement and/or the Istisna’a Agreement, as applicable, or (iii) the failure by the Issuer to make timely payment to the Contractor under the Istisna’a Agreement, or (iv) the occurrence of a Total Loss Event (as defined below), the Certificates will be redeemed on the Scheduled Dissolution Date at the Dissolution Distribution Amount (as defined below) and the Trust will thereafter be dissolved. On the Closing Date, Tabreed will execute a Purchase Undertaking (the ‘‘Purchase Undertaking’’), pursuant to which Tabreed (in such capacity, the ‘‘Purchaser’’) will undertake irrevocably to purchase from the Issuer the Assets (as defined below) at the Exercise Price (as defined below) on the first to occur of: (a) the date specified by the Trustee to the Certificateholders in accordance with Condition 12 for redemption of the Certificates following a Dissolution Event; (b) the second Business Day after the date of a Termination Notice given in accordance with Condition 9.5; or (c) the Scheduled Dissolution Date. To the extent that not all Plants have been delivered to the Issuer under the Istisna’a Agreement on such date, the Issuer shall be entitled to retain the aggregate Security Amounts paid to it under the Istisna’a Agreement (otherwise than if the event of default under the Istisna’a Agreement was due to the negligence, default or misconduct of the Issuer) and the Istisna’a Agreement shall terminate. Upon receipt of the Exercise Price from the Purchaser in accordance with the terms of the Purchase Undertaking, such amount, together with any other amounts received in respect of the Trust Assets, will be applied to redeem the Certificates in accordance with Condition 4.2 at the Dissolution Distribution Amount. To the extent that the Purchaser has not paid the Exercise Price by the fifth Business Day following the date on which it should have paid the Exercise Price, the Trustee shall be entitled, at its discretion, to sell the Assets to any third party. The Purchaser shall remain liable at all times to pay any shortfall between the proceeds of any such sale and the Exercise Price. ‘‘Assets’’ means each Plant delivered to the Issuer under the Istisna’a Agreement. ‘‘Base Amount’’ means (i) at any time prior to the first Periodic Distribution Date, US$40,000,000, (ii) on or any time after the first Periodic Distribution Date but before the Completion Date, the aggregate of all amounts paid by the Issuer for all Delivered Plants and (iii) at any time on or after the Completion Date, US$200,000,000. 9
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: OVERVIEW OF THE OFFERING This follo
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
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Tabreed Bahrain is setting up its f
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Plants Expected Commissioning Date
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* Dany Safi, Chief Executive Office
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Marketing district cooling services
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TABREED 06 FINANCING CORPORATION In
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TAXATION The following is a general
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THE UNITED ARAB EMIRATES The UAE is
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The growth of Dubai began in the ea
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Saudi Arabia Any investor in the Ki
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GENERAL INFORMATION 1. It is expect
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FINANCIAL INFORMATION AED Interim C
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ERNST &YOUNG P.O. Box 136 11th Floo
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NATIONAL CENTRAL COOLING COMPANY (P
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ERNST &YOUNG P.O. Box 136 11th Floo
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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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