Tabreed06 Prospectus

8/10/2019 Tabreed06 Prospectus

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TABREED 06 FINANCING CORPORATION(incorporated in the Cayman Islands with limited liability)

US$200,000,000Trust Certificates due 2011

Issue Price 100.00 per cent.

The US$200,000,000 Trust Certificates due 2011 (the Certificates) will be issued by Tabreed 06 Financing Corporation(the Issuer), a special purpose company incorporated in the Cayman Islands, and will be constituted by a declarationof trust (Declaration of Trust) dated on or about 20 July 2006 (the Closing Date) entered into by, the Issuer, in itscapacity as trustee. Pursuant to the Declaration of Trust, the Issuer will declare that it will hold certain assets, primarilyconsisting of machinery, equipment, certain investments, and rights under certain agreements, upon trust absolutely forthe holders of the Certificates pro rata according to the face amount of Certificates held by each Certificateholder (asdefined herein) in accordance with the Declaration of Trust and the terms and conditions of the Certificates.

On the 20th day of each January and July, or if any such day is not a Business Day (as defined herein) the followingBusiness Day, unless it would thereby fall into the next calendar month, in which event such day should be theimmediately preceding Business Day, commencing on the periodic distribution date falling in January 2007 (each, aPeriodic Distribution Date), Certificateholders can expect to receive, from proceeds received from and in respect of theTrust Assets (as defined herein), a periodic distribution equal to 1.25 per cent. per annum (the Margin) plus LIBOR(as defined herein) calculated on the outstanding face amount of the Certificates as at the beginning of the relevantReturn Accumulation Period (as defined herein) on an actual/360 basis. Payments on the Certificates will be made inUS dollars without deduction for or on account of any Cayman Islands and/or United Arab Emirates (UAE and/orEmirates) withholding taxes and the Issuer will pay additional amounts if any such taxes are imposed as describedunder Terms and Conditions of the Certificates Taxation.

The Certificates mature on 20 July 2011 (the Scheduled Dissolution Date) but may be redeemed before then subject tocertain conditions. The Certificates are subject to redemption in whole, at their face amount, at the option of the Issuerin the event of certain changes relating to taxation. See Terms and Conditions of the Certificates Dissolution ofTrust.

The Certificates will constitute obligations of the Issuer. See Terms and Conditions of the Certificates Status LimitedRecourse.

Application has been made to the Financial Services Authority in its capacity as competent authority under theFinancial Services and Markets Act 2000 (the UK Listing Authority) for the Certificates to be admitted to the officiallist of the UK Listing Authority (the Official List) and to the London Stock Exchange plc (the London StockExchange) for such Certificates to be admitted to trading on the London Stock Exchanges Gilt Edged and FixedInterest Market (the Market). The Market is a regulated market for the purposes of the Investment Services Directive93/22/EEC.

Investors should have regard to the factors described under the section headed Risk Factors in this Prospectus.

The Certificates are rated BBB-(Stable) by Standard & Poors Ratings Services, a division of The McGraw HillCompanies, Inc. (Standard & Poors). A rating is not a recommendation to buy, sell or hold securities and may besubject to suspension, reduction or withdrawal at any time by the assigning rating agency.

The Certificates have not been, and will not be, registered under the U.S. Securities Act of 1933 (the Securities Act),

and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account orbenefit of, U.S. Persons (as defined in Regulation S under the Securities Act ( Regulation S)).

Delivery of the Certificates in book-entry form will be made on the Closing Date. The Certificates will be issued inregistered form in minimum denominations of US$100,000 and integral multiples of US$1,000 in excess thereof.Certificates will be represented at all times by interests in a global registered certificate (the Global Certificate),deposited on or about the Closing Date with HSBC Bank plc as common depositary (the Common Depositary) forEuroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, societe anonyme (Clearstream, Luxembourg).Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, recordsmaintained by Euroclear and Clearstream, Luxembourg. Definitive certificates evidencing holdings of interests in theCertificates will only be issued in exchange for interests in the Global Certificate in certain limited circumstancesdescribed herein.

Joint Bookrunners and Joint Lead Managers

CIMB Dresdner Kleinwort

HSBC

Co-Manager

ABC Islamic Bank (E.C.)

The date of this Prospectus is 18 July 2006


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This Prospectus comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the

Prospectus Directive) and for the purpose of giving information with regard to the Issuer, National

Central Cooling Company (Tabreed) PJSC (Tabreed), Tabreed and its subsidiaries and affiliates

taken as a whole (the Group) and the Certificates which is necessary to enable investors to make an

informed assessment of the assets and liabilities, financial position, profit and losses and prospects of

the Issuer, Tabreed and the Group. The Issuer and Tabreed accept responsibility for the information

contained in this document. To the best of their knowledge and belief (having taken all reasonable

care to ensure that such is the case), the information contained in this document is in accordancewith the facts and does not omit anything likely to affect the import of such information.

Neither the Issuer nor Tabreed has authorised the making or provision of any representation or

information regarding the Issuer and Tabreed or the Certificates other than as contained in this

Prospectus or as approved for such purpose by the Issuer and Tabreed. Any such representation or

information should not be relied upon as having been authorised by the Issuer and Tabreed or the

Managers (as defined under Subscription and Sale).

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Certificate shall in any

circumstances create any implication that there has been no adverse change, or any event reasonably

likely to involve any adverse change, in the condition (financial or otherwise) of Tabreed and the

Issuer since the date of this Prospectus.

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the

Managers to subscribe or purchase, any of the Certificates. The distribution of this Prospectus and

the offering of the Certificates in certain jurisdictions may be restricted by law. Persons into whose

possession this Prospectus comes are required by the Issuer and the Managers to inform themselves

about and to observe any such restrictions. For a description of further restrictions on offers and

sales of Certificates and distribution of this Prospectus see Subscription and Sale.

No person is authorised to give any information or to make any representation not contained in this

Prospectus and any information or representation not so contained must not be relied upon as having

been authorised by or on behalf of the Issuer or the Managers. The delivery of this Prospectus at any

time does not imply that the information contained in it is correct as at any time subsequent to its

date.

The Managers have not separately verified the information contained herein. Accordingly, no

representation, warranty or undertaking, express or implied, is made and no responsibility or liabilityis accepted by the Managers or any of them as to the accuracy or completeness of the information

contained in this Prospectus or of any other information provided by the Issuer or Tabreed in

connection with the Certificates.

In this Prospectus, unless otherwise specified, references to UAE Dirham and AED are to the

lawful currency, for the time being, of the UAE and references to US dollars, USD or US$

are to the currency of the United States of America. The UAE Dirham has been officially pegged to

the US dollar since February 2002. The mid point between the official buying and selling for the

UAE Dirham is at a fixed rate of AED3.6725 = US$1.00. References to billions are to thousands

of millions.

Certain amounts included in this Prospectus have been subject to rounding adjustments. Accordingly,

figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures

that preceded them.

Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly,

figures shown for the same category presented in different tables may vary slightly and figures shown

as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

In connection with the issue of the Certificates, HSBC Bank plc (the Stabilising Manager) or any

person acting on behalf of the Stabilising Manager may over-allot Certificates (provided that the

aggregate face amount of Certificates allotted does not exceed 105 per cent. of the aggregate face

amount of the Certificates) or effect transactions with a view to supporting the market price of the

Certificates at a level higher than that which might otherwise prevail. However, there is no assurance

that the Stabilising Manager(s) (or any persons acting on behalf of the Stabilising Manager) will

undertake stabilisation action. Any stabilisation action may begin on or after the date on which

adequate public disclosure of the terms of the offer of the Certificates is made and, if begun, may beended at any time, but it must end no later than the earlier of 30 days after the Closing Date and 60

days after the date of the allotment of the Certificates.

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Table of Contents

Page

STRUCTURE DIAGRAM AND CASHFLOWS .....................................................................................4

FORWARD-LOOKING STATEMENTS..................................................................................................6

OVERVIEW OF THE OFFERING...........................................................................................................7

RISK FACTORS.......................................................................................................................................18

TERMS AND CONDITIONS OF THE CERTIFICATES ....................................................................23

THE GLOBAL CERTIFICATE...............................................................................................................40

THE TRUST ASSETS ..............................................................................................................................42

USE OF PROCEEDS ...............................................................................................................................47

NATIONAL CENTRAL COOLING COMPANY (TABREED) PJSC .................................................48

TABREED 06 FINANCING CORPORATION .....................................................................................67

TAXATION ..............................................................................................................................................69

THE UNITED ARAB EMIRATES .........................................................................................................71

SUBSCRIPTION AND SALE..................................................................................................................74

GENERAL INFORMATION ..................................................................................................................77

FINANCIAL INFORMATION ...............................................................................................................78

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STRUCTURE DIAGRAM AND CASHFLOWS

Structure Diagram

Proceeds

Purchase price of

commodities

US$26,000,000

Commodities

Istisnaa

Amount

Security

Amount

Rental

Amount

Tabreed as

Contractor

Tabreed as

Lessee

Tabreed as

Seller

Tabreed 06

Financing

Corporation

Investors

Lease

Agreement

Istisnaa

Agreement

Declaration

of Trust

Undertaking to

Purchase

Commodities

Counterparty

Periodic

Distribution

Amounts

Cash Flows

Set out below is a simplified description of the principal cash flows underlying the transaction. Potential

investors are referred to the terms and conditions of the Certificates and the detailed descriptions of the

relevant Transaction Documents set out elsewhere in this document for a fuller description of certaincash flows and for an explanation of the meaning of certain capitalised terms used below:

Payments by the Certificateholders and the Issuer

On the Closing Date, the Certificateholders will pay the issue price in respect of the Certificates to the

Issuer and the Issuer will pay US$40,000,000 to Tabreed in respect of the sale and delivery of Plant

A to the Issuer by Tabreed and US$26,000,000 to Tabreed under a commodities purchase agreement

relating to the Commodities. The balance of the issue price will be invested on the Closing Date by

the Issuer, at the direction of Tabreed, in Authorised Investments.

On the first Periodic Distribution Date, the Issuer will sell the Commodities to the Counterparty and

pay the sale proceeds to Tabreed against delivery to the Issuer of Plant B.

The Issuer will fund subsequent instalments of the purchase price to be paid by it to Tabreed for

Plant C as and when due under the Istisnaa Agreement through the liquidation of AuthorisedInvestments.

Periodic Payments by Tabreed

On each Periodic Distribution Date, Tabreed will pay the Issuer (i) rental for the Plants leased to it

by the Issuer and (ii) for so long as it still has obligations to perform under the Istisnaa Agreement,

Security Amounts in respect of those obligations. Taken together, these amounts are intended to fund

the Periodic Distribution Amounts payable by the Issuer under the Certificates.

Dissolution Payments

On the Scheduled Dissolution Date, the Issuer will sell the Plants to Tabreed and the Exercise Price

paid by Tabreed is intended to fund the Dissolution Distribution Amount payable by the Issuer

under the Certificates.

The Trust may be dissolved prior to the Scheduled Dissolution Date for a range of reasons including

(i) default or the imposition of Taxes or (ii) the occurrence of a Total Loss Event. In the case of (i)

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above, the Dissolution Distribution Amount will be funded through (a) the sale of Commodities to

the Counterparty on the first Periodic Distribution Date (if the early dissolution occurs prior to the

first Periodic Distribution Date), (b) the liquidation of any Authorised Investments held by the Issuer

and (c) the sale of all Delivered Plants. In the case of (ii) above, the Dissolution Distribution Amount

will be funded through (a) the proceeds of Insurances and (b) if such proceeds are insufficient, a

default payment by the Service Agent under the Service Agency Agreement.

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FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements that are subject to risks and uncertainties.

Forward-looking statements give the current expectations and projections of the management of

Tabreed relating to Tabreeds financial condition, results of operations, plans, objectives, future

performance and business. Forward-looking statements can be identified by the fact that they do not

relate strictly to historical or current facts. These statements may include words such as anticipate,

estimate, expect, project, plan, intend, believe and other words and terms of similar

meaning in connection with any discussion of the timing or nature of future operating or financial

performance or other events.

These forward-looking statements are based on assumptions that the management of Tabreed have

made in light of their experience in the industry in which they operate, as well as their perceptions of

historical trends, current conditions, expected future developments and other facts which they believe

are appropriate under the circumstances. Potential investors should understand that these statements

are not guarantees of performance or results. They involve risks, uncertainties (some of which are

beyond the control of the management of Tabreed) and assumptions. Although the management of

Tabreed believe that these forward-looking statements are based on reasonable assumptions, potential

investors should be aware that many factors could affect Tabreeds actual financial condition or

results of operations and cause actual results to differ materially from those in the forward-looking

statements. These facts include, among other things, those discussed under the section headed Risk

Factors in this Prospectus.

Because of these factors, the management of Tabreed caution that potential investors should not

place undue reliance on any forward-looking statements. Further, any forward-looking statement

speaks only as of the date on which it is made. New risks and uncertainties arise from time to time,

and it is impossible to predict these events or how they may affect Tabreed. Except as required by

law, the management of Tabreed have no duty to, and do not intend to, update or revise the

forward-looking statements in this Prospectus after the date of this Prospectus.

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OVERVIEW OF THE OFFERING

This following is an overview of the principal features of the Certificates, including a description of the

Trust Assets and the Transaction Documents. This summary does not contain all of the information that

potential investors should consider before investing in the Certificates. Potential investors should read the

entire Prospectus carefully, especially the risks of investing in the Certificates discussed under Risk

Factors.

Reference to a Condition is to a numbered condition of the Terms and Conditions of theCertificates.

Certificateholders, by subscribing for or acquiring the Certificates, acknowledge that no recourse may be

had for the payment of any amount owing in respect of the Certificates against the Issuer in its capacity

as Trustee in any circumstances whatsoever or the Trust to the extent the Trust Assets have been

exhausted following which all obligations of the Issuer, as issuer and in its capacity as Trustee, and the

Trust shall be extinguished.

Certificateholders should note that through a combination of the Istisnaa Agreement, the Lease

Agreement and the Purchase Undertaking the ability of the Issuer to pay the amounts due in respect of

the Certificates will ultimately be dependent on Tabreed.

A description of Tabreed is included within this Prospectus under National Central Cooling Company

(Tabreed) PJSC below.

The Trust Assets, the Istisnaa Agreement, the Commodities Purchase Agreement, the Undertaking to

Purchase (Commodities), the Lease Agreement, the Service Agency Agreement, the Investment

Agreement, the Purchase Undertaking (each as detailed below) and the other Transaction Documents (as

detailed below) are described in more detail in the descriptions of the Parties and the Summary of the

Certificates below.

PARTIES

Issuer Tabreed 06 Financing Corporation (the Issuer), a special purpose

company incorporated in the Cayman Islands under The

Companies Law (2004 Revision), which was incorporated on 7

June 2006 to participate in the transactions contemplated by theTransaction Documents.

Ownership of the Issuer The authorised share capital of the Issuer is US$1,000, of which

1,000 ordinary shares of par value of US$1.00 have each been

issued. The Issuers ordinary shares are owned by Walkers SPV

Limited, a regulated trust company in the Cayman Islands, whose

registered office is at Walker House, PO Box 908GT, Mary Street,

George Town, Grand Cayman, Cayman Islands.

Administration of the Issuer The affairs of the Issuer are managed by Walkers SPV Limited (the

Issuer Administrator), who will provide, amongst other things,

certain administrative services for and on behalf of the Issuer

pursuant to the Corporate Services Agreement dated 20 July 2006

between, inter alia, the Issuer and the Issuer Administrator (theCorporate Services Agreement).

Contractor National Central Cooling Company (Tabreed) PJSC (the

Contractor), a public joint stock company incorporated in the

United Arab Emirates (trading under the commercial name of

Tabreed), will procure the construction, manufacturing and

delivery to the Issuer of the Plants (as defined below) pursuant to

the Istisnaa Agreement.

Lessee Tabreed will lease the Delivered Plants (as defined below) from the

Issuer on the terms set out in the Lease Agreement for a period

commencing on the date of delivery of each Plant or part thereof

under the Istisnaa Agreement and terminating on the ScheduledDissolution Date unless the Certificates are redeemed earlier and

the Trust (as defined below) is dissolved as described herein.

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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

Agreement (as defined below).

The Counterparty 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 HSBCBank 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

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.

Joint Lead Managers CIMB (L) Limited, Dresdner Bank AG London Branch and HSBCBank 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, theLondon inter-bank offered rate for six-month US dollar deposits

determined in accordance with Condition 7.2.

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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 Istisnaa Agreement, as applicable,

or (iii) the failure by the Issuer to make timely payment to the

Contractor under the Istisnaa 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 Istisnaa Agreement on such date, the Issuer shall beentitled to retain the aggregate Security Amounts paid to it under

the Istisnaa Agreement (otherwise than if the event of default

under the Istisnaa Agreement was due to the negligence, default or

misconduct of the Issuer) and the Istisnaa 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

Istisnaa 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 Plantsand (iii) at any time on or after the Completion Date,

US$200,000,000.

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Completion Date means the date on which all Delivered Plants

have been constructed and/or manufactured and delivered to the

Issuer under the Istisnaa Agreement.

Dissolution Distribution Amount means, as of any date, the

aggregate face amount of the Certificates then outstanding plus

accrued and unpaid Periodic Distribution Amounts as of such date.

Exercise Price means the aggregate of (i) the Base Amount plus

(ii) Expenses, plus (iii) any amounts accrued under the Istisnaa

Agreement and/or the Lease Agreement prior to the Exercise Date,

plus (iv) at any time prior to the Completion Date, an amount

equivalent to any amounts that the Issuer has an obligation to

reimburse to the Contractor pursuant to clauses 4.2 and 4.3 of the

Istisnaa Agreement, plus (v) where payment of any amount cannot

be made without withholding or deduction for or on account of any

Taxes required by law, such additional amounts so that, upon

payment by the Issuer to the holders of the Certificates (after any

deduction or withholding by the Issuer on account of Taxes, if

applicable), the net amount received by such holders will be the full

amount due to such holders under the Conditions of the

Certificates as if no such deduction or withholding had been made.

Expenses means all outstanding expenses incurred by Tabreed (in

such capacity, the Service Agent) under the Service Agency

Agreement dated 20 July 2006 entered into between the Issuer and

the Service Agent (the Service Agency Agreement) (including but

not limited to plant ownership taxes) and required to be reimbursed

to the Service Agent under the Service Agency Agreement.

Payment Date means the date falling two Business Days prior to

the relevant Periodic Distribution Date provided that the last

Payment Date shall be the Periodic Distribution Date immediately

preceding the date of the Completion Notice (as defined in the

Istisnaa Agreement).Payment Period means the period from and including a Period

Distribution Date to and excluding the immediately following

Periodic Distribution Date. The first Payment Period shall

commence on the Closing Date and end on but exclude the first

Periodic Distribution Date.

Plant means the construction works and/or equipment and/or

machinery that are to be delivered under the Istisnaa Agreement,

which are more fully described under The Trust Assets below.

Taxes means any taxes, levies, imposts, duties, fees, assessments

or other charges of whatever nature imposed by or on behalf of the

UAE, or any emirate therein, the Cayman Islands or any politicalsubdivision or any authority thereof or therein having the power to

tax, and all interest, penalties or similar liabilities with respect

hereto.

Redemption following a Dissolution

Event

The Dissolution Events are set forth in Condition 12. If a

Dissolution Event shall occur, the Trustee shall give notice of such

Dissolution Event to the Certificateholders in accordance with

Condition 15 with a request to such holders to indicate if they wish

the Trust to be dissolved. If so requested in writing by the holders

of at least 25 per cent. in aggregate face amount of the Certificates

then outstanding, or if so directed by an Extraordinary Resolution

(as defined in the Declaration of Trust) of the holders of

Certificates, the Trustee shall (subject in each case to beingindemnified to its satisfaction) or, if the Trustee so decides in its

discretion, may give notice to all the holders of the Certificates in

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accordance with Condition 15 that the Certificates are to be

redeemed at the Dissolution Distribution Amount on the date

specified in such notice.

Redemption for Tax Reasons If as a result of a change in law after the Closing Date, (a) Tabreed

would, on any subsequent Rental Payment Date (as defined under

the Lease Agreement) or Payment Date (as defined under the

Istisnaa Agreement), be required to pay additional amounts as

described in Condition 10, and such requirement cannot be avoidedby the use of reasonable measures available to Tabreed, or (b) the

Issuer would on any subsequent Periodic Distribution Date be

required to make a withholding or deduction in respect of amounts

payable by it under the Certificates, Tabreed may (having given not

less than 45 Business Days written notice prior to the next Rental

Payment Date (as defined under the Lease Agreement) or Payment

Date (as defined under the Istisnaa Agreement)) terminate the

Lease Agreement and, if applicable, the Istisnaa Agreement

whereupon, under the Purchase Undertaking, the Issuer may

require Tabreed to buy the Assets pursuant to the terms of the

Purchase Undertaking at the Exercise Price. In addition, and to the

extent that there are Plants or parts thereof which have not beendelivered under the Istisnaa Agreement, the Issuer shall be entitled

to retain the Security Amount and the Istisnaa Agreement shall be

terminated thereafter. The Trustee will then redeem the Certificates

at the Dissolution Distribution Amount on the Periodic

Distribution Date following receipt of the Exercise Price and the

Trust will thereafter be dissolved.

Security Amount means the amount of US$1,250,000 to be paid

on each Payment Date by Tabreed as security for its obligations

under the Istisnaa Agreement.

Redemption for Issuer Default In the event that the Issuer does not pay to the Contractor the

instalments on the dates and in the manner described in theIstisnaa Agreement, Tabreed may by notice to the Issuer at least 16

Business Days prior to the next Periodic Distribution Date request

termination of the Istisnaa Agreement whereupon the Istisnaa

Agreement and Lease Agreement shall terminate and the Issuer

may require Tabreed to buy the Assets pursuant to the terms of the

Purchase Undertaking at the Exercise Price. In addition, and to the

extent that there are Plants or parts thereof which have not been

delivered under the Istisnaa Agreement, the Issuer shall be entitled

to retain the Security Amount and the Istisnaa Agreement shall be


at the Dissolution Distribution Amount on the Periodic

Distribution Date following receipt of the Exercise Price and theTrust will thereafter be dissolved.

Redemption Following Total Loss

Event

Following the occurrence of a Total Loss Event, if the proceeds of

any Insurances (as defined in the Service Agency Agreement)

received in respect of such Total Loss Event are less than the

applicable Base Amount, such an event shall constitute evidence

that the Service Agent has failed to perform its obligations to insure

under the Service Agency Agreement and shall therefore be liable to

pay to the Lessor an amount equivalent to the shortfall between

any amounts received from the insurers and the Exercise Price

unless the Service Agent proves otherwise. In addition, and to the

extent that there are Plants or parts thereof which have not been

delivered under the Istisnaa Agreement, the Issuer shall be entitledto retain the aggregate Security Amounts paid to it under that

agreement (unless the termination is due to the default, negligence

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or misconduct of the Issuer) and the Istisnaa Agreement shall be


at the Dissolution Distribution Amount following receipt of the

Exercise Price and the Trust will thereafter be dissolved.

Total Loss Event means (i) the total loss or destruction of, or

damage to the whole of, the Delivered Plants or any event or

occurrence that renders the whole of the Delivered Plants

permanently unfit for any economic use and the repair orremedial work in respect thereof is uneconomical or (ii) the

compulsory acquisition, confiscation or expropriation of the whole

of the Delivered Plants.

Form and Delivery of the

Certificates

The Certificates will be issued in registered form and will be

represented by interests in the Global Certificate.

Definitive certificates evidencing holdings of Certificates will only

be issued in exchange for interests in the Global Certificate in

certain limited circumstances. See The Global Certificate.

Clearance and Settlement Interests in the Global Certificate will be held in book entry form

through Euroclear and Clearstream, Luxembourg. Transfers within

Euroclear and Clearstream, Luxembourg will be in accordance withthe usual rules and operating procedures of the relevant clearance

system.

Denominations The Certificates will be issued in minimum denominations of

US$100,000 and integral multiples of US$1,000 in excess thereof.

SUMMARY OF THE TRUST

The Trust and Trust Assets Pursuant to the Declaration of Trust, the Issuer will declare that it

will hold the Trust Assets upon trust absolutely for the holders of

the Certificates pro rata according to the face amount of the

Certificates held by each Certificateholder in accordance with the

Declaration of Trust and the Conditions.The Trust means the trust declared by the Issuer under the

Declaration of Trust.

The Trust Assets, comprise primarily (a) the investments in the

Plants to be manufactured and/or constructed under the Istisnaa

Agreement and any Plants or part thereof delivered from time to

time thereunder; (b) the Commodities, the Authorised Investments

and the Investment Amount; (c) all of the Issuers rights, title,

interest and benefit under the Transaction Documents; and (d) all

monies standing to the credit of the Transaction Account and the

Investment Account.

There is also provision for the possible substitution of items ofPlant from time to time by agreement between Tabreed and the

Issuer under the Lease Agreement and the Istisnaa Agreement (the

Substitution Provisions). Any items so substituted shall then

become Plants (or part thereof) for the purposes of the Conditions

and ascertaining the Trust Assets.

The Istisnaa Agreement On the Closing Date the Issuer and the Contractor shall enter into

an Istisnaa and Sale Agreement (the Istisnaa Agreement) under

which the Issuer will pay to the Contractor, in consideration for the

construction, manufacturing and delivery of the Plants, a total

amount of US$200,000,000 (the Istisnaa Amount). The Istisnaa

Amount shall be payable in instalments. The first instalment of

US$40,000,000 shall be payable to the Contractor on the ClosingDate and an amount of US$26,000,000 (the Second Instalment)

shall be payable to the Contractor on the first Periodic Distribution

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Date. The balance shall be payable to the Contractor in further

instalments in relation to any Plant (or part thereof) delivered, as

more fully set out in the Istisnaa Agreement.

Lease Agreement Under the terms of a lease agreement to be entered into between the

Issuer as lessor (in such capacity as Lessor) and the Lessee (the

Lease Agreement) Tabreed undertakes to lease each Delivered

Plant under the Istisnaa Agreement from the date each such

Delivered Plant is delivered under the Istisnaa Agreement up to theScheduled Dissolution Date, unless the Lease Agreement is

terminated earlier.

Under the terms of the Lease Agreement, the Lessee agrees to use

the Delivered Plants at its own risk and to bear the entire risk of

loss of or damage to the Delivered Plants or any part thereof arising

from the negligent or improper usage or operation thereof by the

Lessee.

The Lessee shall, at its own cost and expense, be responsible for the

performance of all Ordinary Maintenance and Repair required by

the Delivered Plants. Ordinary Maintenance and Repair means all

repairs, replacements, acts and maintenance and upkeep works

required for the general usage and operation of the Delivered Plantsand to keep, repair, maintain and preserve the Delivered Plants in

good order and condition, and in compliance with such

maintenance, repair and upkeep standards and procedures

generally expected in the ordinary course of business.

The Lessor shall be responsible for the performance of all Major

Maintenance, and shall procure that the Service Agent, in

accordance with the terms and conditions set out in the Service

Agency Agreement, shall perform all Major Maintenance. Major

Maintenance means all repairs, replacements, acts and

maintenance required in respect of the Delivered Plant other than

Ordinary Maintenance and Repair.

The rental payments under the Lease Agreement (the Rentals)

will be an amount of:

(i) in respect of each Rental Payment Date falling in the period

from and including the Closing Date up to and excluding the

Completion Date, the Rental Amount less the Security

Amount;

(ii) in respect of the Rental Payment Date falling on the

Completion Date, the Rental Amount plus the aggregate of

all Security Amounts; and

(iii) in respect of all Rental Payment Dates falling in the period

from and excluding the Completion Date up to and including

the Scheduled Dissolution Date, the Rental Amount.

The Lessee will be obliged to pay Rentals to the Lessor on the

second Business Day before each Periodic Distribution Date.

Rental Amount means, in relation to each relevant Payment

Period, the amount calculated in accordance with the following

formula:

DA 6 (L + M) 6 where

360

A is US$200,000,000

L is LIBOR

M is 1.25 per cent. per annum

D is the actual number of days in each Payment Period

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Service Agency Agreement Under the terms of the Service Agency Agreement, the Service

Agent will, inter alia, be responsible on behalf of the Issuer for the

performance of all Major Maintenance in respect of the Delivered

Plants and the procuring of insurance cover for all Delivered Plants

under the Lease Agreement.

Investment Agreement Under the terms of the Investment Agreement, the Issuer will invest

the amount of US$134,000,000 from the proceeds of the

Certificates (the Investment Amount) (or any part thereof) inAuthorised Investments. The Trustee will liquidate Authorised

Investments from time to time to enable the Issuer to pay

instalments falling due under the Istisnaa Agreement.

Authorised Investments means Islamic capital protected deposits

with a bank or financial institution with a long-term issuer rating of

at least A- by Standard & Poors or the equivalent by any other

internationally recognised rating agency provided that the

maximum exposure to a single bank or financial institution shall

not exceed 80 per cent. of the total amount invested under the terms

of the Investment Agreement, all as further described in the

Investment Agreement.

Commodities Purchase Agreement Under the terms of the Commodities Purchase Agreement theIssuer shall pay US$26,000,000 from the proceeds of the issue of the

Certificates to Tabreed in consideration for the sale by Tabreed to

it of the Commodities.

Undertaking to Purchase

(Commodities)

Under the Undertaking to Purchase (Commodities), the

Counterparty undertakes to purchase the Commodities from the

Issuer on the first Periodic Distribution Date for an amount of

US$26,000,000 (the Purchase Price). Provided that a Dissolution

Event has not occurred, the Purchase Price received by the Issuer

will be used by the Issuer to pay Tabreed for additional Plants (or

any part thereof) delivered on such date pursuant to the terms of

Istisnaa Agreement.

Transaction Account HSBC Bank plc will maintain and operate the account (the

Transaction Account) on behalf of the Issuer. Monies deriving

from the Trust Assets (other than the Authorised Investments) will

be paid into the Transaction Account and payments to be made to

holders of the Certificates will be made from funds standing to the

credit of the Transaction Account.

Investment Account HSBC Bank plc will maintain and operate the Investment Account

on behalf of the Issuer. Monies deriving from the Authorised

Investments will be deposited into the Investment Account in

accordance with the terms of the Investment Agreement provided

that any such monies derived after the date on which a Dissolution

Event has occurred shall be deposited in the Transaction Account.

Priority of Distributions On each Periodic Distribution Date, or on the date specified in

accordance with the Conditions for redemption of the Certificates,

(the Redemption Date), HSBC Bank plc (the Payment

Administrator) shall apply the monies standing to the credit of

the Transaction Account in the following order of priority:

(a) first, to the Delegate in respect of all amounts owing to it

under the Transaction Documents in its capacity as Delegate;

(b) second, to HSBC Bank plc (the Principal Paying Agent) for

application in or towards paymentpari passuand rateably of

all Periodic Distribution Amounts due and unpaid;

(c) third, only if such payment is made on the Redemption Date,to the Principal Paying Agent in or towards payment pari

passuand rateably of the Dissolution Distribution Amount;

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(d) fourth, only if such payment is made on the Redemption

Date, to the Service Agent in or towards payment of all

outstanding Expenses and an incentive fee in an amount

equivalent to the Available Funds; and

(e) fifth, only if such payment is made on the Redemption Date,

to the Issuer.

Available Funds means the amount (if any) remaining in the

Transaction Account after all holders of Certificates have been paidthe Dissolution Distribution Amount and provision is made for the

Issuer to be paid an amount of US$500.

Costs Undertaking Pursuant to the Costs Undertaking (the Costs Undertaking) to be

executed by Tabreed, Tabreed will agree to pay certain fees and

expenses arising in connection with the issue of the Certificates and

under the Transaction Documents.

Limited Recourse Each Certificate represents an undivided beneficial ownership

interest in the Trust Assets. Accordingly, the Certificateholders

will have no recourse to any assets of the Issuer, the Trustee, the

Agents or any affiliate of any of the foregoing entities in respect of

any shortfall in the expected amount from the Trust Assets.Tabreed is obliged to make payments under the Transaction

Documents to which it is a party directly to the Issuer, and the

Issuer, as trustee for the benefit of the Certificateholders, will have

direct recourse against Tabreed to recover payments due to the

Issuer from Tabreed pursuant to the Transaction Documents to

which Tabreed is a party. In addition, and to the extent that

Tabreed does not fulfil its payment obligations under the Purchase

Undertaking, the Trustee may, in accordance with the Conditions

and the Declaration of Trust, exercise its right to sell the Assets to

third parties and, to the extent relevant, liquidate the Authorised

Investments.

Enforcement Following the distribution of the proceeds of the Trust Assets inrespect of the Certificates to the Certificateholders in accordance

with the Conditions and the Declaration of Trust, the Trustee shall

not be liable for any further sums and, accordingly,

Certificateholders may not take any action against the Trustee to

recover any such sum or asset in respect of the Certificates or other

Trust Assets.

Under no circumstances shall the Trustee or any Certificateholder

have any right to cause the sale or other disposition of any of the

Trust Assets except pursuant to the Purchase Undertaking,

Undertaking to Purchase (Commodities) and the Declaration of

Trust and the sole right of the Trustee and the Certificateholders

against Tabreed shall be, if applicable, to enforce the obligation of

Tabreed to pay the Exercise Price thereunder. In addition, and to

the extent that Tabreed does not fulfil its payment obligations

under the Purchase Undertaking, the Trustee may, in accordance

with the Conditions and the Declaration of Trust, exercise its right

to sell the Assets to third parties and, to the extent relevant,

liquidate the Authorised Investments.

The Trustee shall not in any circumstances be obliged to take any

action against Tabreed under the Transaction Documents unless,

following the occurrence of a Dissolution Event, directed to do so

by the Certificateholders in accordance with the Conditions.

No Certificateholder shall be entitled to proceed directly against

Tabreed unless (i) the Trustee, having become bound so to proceed,fails to do so within 30 days of becoming so bound and such failure

is continuing and (ii) the relevant Certificateholder (or such

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Certificateholder together with the other Certificateholders who

propose to proceed directly against Tabreed) holds at least 25 per

cent. of the aggregate face amount of the Certificates then

outstanding.

The foregoing paragraphs are subject to the following. After

enforcing or realising such Trust Assets and distributing the net

proceeds in accordance with Condition 4.2, the obligations of the

Trustee in respect of the Certificates shall be satisfied and no holder

of the Certificates may take any further steps against the Trustee to

recover any further sums in respect of such Certificates and the

right to receive any such sums unpaid shall be extinguished.

Withholding Tax All payments under the Transaction Documents shall be made

without withholding or deduction for, or on account of, any taxes,

levies, imposts, duties, fees, assessments or other charges of

whatever nature, imposed or levied by or on behalf of any

Relevant Jurisdiction (as defined in Condition 10), and all interest,

penalties or similar liabilities with respect thereto (Taxes), unlessthe withholding or deduction of the Taxes is required by law. In

such event, (a) where Tabreed is required to make such a

withholding or deduction, Tabreed will be required, pursuant to

the relevant Transaction Document, to pay to the Issuer, and/or (b)

where the Issuer is required to make such a withholding or

deduction, the Issuer will be required to pay in respect of the

Certificates, additional amounts (which amounts will be applied

towards payments in respect of the Certificates) so that, subject to

certain exceptions, the full amount which otherwise would have

been due and payable under the Certificates is received by parties

entitled thereto. See Condition 10.

Use of Proceeds The proceeds of the issue of the Certificates will be used by the

Issuer purchase and/or invest in Assets, Authorised Investments

and Commodities all in accordance with the terms of the

Transaction Documents.

Listing Application has been made to the UK Listing Authority for the

Prospectus to be approved as a prospectus for the purposes of the

Prospectus Directive and for the Certificates to be admitted to the

Official List and to the London Stock Exchange for such

Certificates to be admitted to trading on the Market.

Certificateholders Meetings A summary of the provisions for convening meetings of the

Certificateholders to consider matters relating to their interests as

such are set forth in Condition 16.

Transaction Documents The Transaction Documents are the Certificate Purchase

Agreement, the Agency Agreement, the Declaration of Trust, the

Istisnaa Agreement, the Lease Agreement, the Purchase

Undertaking, the Service Agency Agreement, the Commodities

Purchase Agreement, the Undertaking to Purchase (Commodities),

the Costs Undertaking, the Investment Agreement, the Corporate

Services Agreement, the Certificates, and any other agreements anddocuments delivered or executed in connection therewith (each as

defined in the Declaration of Trust).

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Governing Law The Declaration of Trust, the Agency Agreement, the Certificate

Purchase Agreement, the Commodities Purchase Agreement, the

Undertaking to Purchase (Commodities), the Costs Undertaking,

the Investment Agreement and the Certificates will be governed by

English law.

The Istisnaa Agreement, the Lease Agreement, the Purchase

Undertaking and the Service Agency Agreement will be governed

by the laws of the Emirate of Dubai and the federal law of the UAEas applied in Dubai.

The Corporate Services Agreement will be governed by Cayman

Islands law.

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RISK FACTORS

Prospective investors should consider carefully the risks set forth below and the other information

contained in this Prospectus prior to making any investment decision with respect to the Certificates.

Each of the risks highlighted below could have a material adverse effect on the business, operations,

financial condition or prospects of the Issuer and Tabreed, which, in turn, could have a material adverse

effect on the amounts which investors will receive in respect of the Certificates. In addition, each of the

risks highlighted below could adversely affect the trading price of the Certificates or the rights of

investors under the Certificates and, as a result, investors could lose some or all of their investment.

Prospective investors should note that the risks described below are not the only risks that the Issuer

and/or Tabreed faces. The Issuer and Tabreed have described only those risks relating to their operations

that they consider to be material. There may be additional risks that they currently consider not to be

material or of which they are not currently aware, and any of these risks could have the effects set forth

above.

Risk Factors relating to Tabreed

Customer Concentration of Tabreed

Tabreeds customer base is concentrated in one major customer, the UAE armed forces, which

currently accounts for approximately 84.4 per cent. of Tabreeds district cooling revenues. Although

the UAE armed forces is an entity of the investment grade rated UAE government, Tabreed remainsexposed to the risk of any future change in government policy on the use of district cooling systems

in military installations. Tabreeds reliance on one major customer is expected to remain the same

over the medium term, as its future projects now under consideration are mainly for the UAE armed

forces.

Contracts with the UAE Armed Forces

As mentioned above, much of Tabreeds district cooling revenue is derived from a master contract

with the UAE armed forces. If the UAE armed forces were to be in breach of this master contract or

were to take possession of a cooling plant sited on its land, it may in practice prove very difficult for

Tabreed to gain full compensation for its losses before the UAE courts, especially in light of the

sovereign status of the UAE armed forces and the factors described below relating to title to a

cooling plant which is or becomes affixed to land in the UAE.

Furthermore, Tabreeds master contract with the UAE armed forces provides for (i) the right for the

UAE armed forces to acquire the applicable plant at any time during the life of the master contract,

and (ii) for the contract to be terminable by the UAE armed forces at any time when it is considered

in the public interest to do so in the sole opinion of the UAE armed forces. It is unclear in such

circumstances whether the amount payable to Tabreed would amount to full or adequate

compensation for the loss of the master contract and, to the extent applicable, the plant itself.

Tabreeds master contract with the UAE armed forces also contains a provision which purports to

require Tabreed to take responsibility for all damage to the property of the UAE armed forces, or

any third party which takes place at the site of the plant, irrespective of whether the damage is

occasioned by or in relation to the operation of the plant. It is uncertain whether or not a UAE

court would interpret this as imposing strict liability on Tabreed for such incidents.

No Fixed Contracts with Utilities Suppliers

Tabreed does not have, nor will it be entering into for the foreseeable future, any fixed contract with

utilities suppliers except gas suppliers. As a result, changes in regulations and operations of the

utilities suppliers could all have a significant impact on profitability given the scale of consumption by

Tabreed of such utilities.

Corporate Disclosure and Accounting Standards

The reporting, accounting and financial practices applicable to UAE companies differ in certain

material respects from those applicable to similar companies in the United States and the United

Kingdom. There is less publicly available information regarding securities of listed UAE companies,

such as Tabreed, than is regularly published by public companies in the United States, the UnitedKingdom and certain other more developed markets. However, Tabreed follows IFRS accounting

standards.

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Legionnaires Disease

Tabreed is a user of wet cooling towers. In the past, such cooling towers have been a source of

legionnella bacteria which can cause Legionnaires disease. Whilst Tabreed mitigates this risk through

rigorous chemical control of the cooling water and insurance cover, an outbreak of Legionnaires

disease would impact the operations of the relevant plant which in turn would have an adverse effect

on cash flows relating to that plant. Whilst Legionnaires disease has been encountered at other

cooling plants in other parts of the world such as North America, no plants operated by Tabreed

have been affected to date.

Interest Rate Risk

Most of Tabreeds financings are floating rate exposures with the total amount of floating rate

exposure as at 31 December 2005 being AED676,000,000 out of a total exposure of

AED1,071,000,000. Whilst Tabreed has entered into a range of hedging instruments to mitigate this

risk, significant fluctuations in interest rates could adversely impact Tabreeds ability to service its

obligations under its financings.

Risk Factors relating to the Issuer

Dependancy on Tabreed

The Issuer is a newly established exempted limited company incorporated on 7 June 2006 and has nooperating history. The Issuer will not engage in any business activity other than the issuance of the

Certificates, the acquisition of the Trust Assets as described herein, acting in the capacity as Trustee

and other activities incidental or related to the foregoing as required under the Transaction

Documents.

The Issuers only material assets, which will be held on trust for the Certificateholders, are currently

the Trust Assets, including the obligation of Tabreed to make rental payments under the Lease

Agreement and to make other payments under the Purchase Undertaking and the Istisnaa

Agreement, to the Issuer in its capacity as Trustee. Therefore, the Issuer is subject to all the risks to

which Tabreed is subject, to the extent that such risks could limit Tabreeds ability to satisfy in full

and on a timely basis its obligations under the Lease Agreement, the Purchase Undertaking and the

Istisnaa Agreement. See Risk Factors relating to Tabreed above for a further description of certain

of these risks.

The ability of the Issuer to pay amounts due on the Certificates will primarily be dependent upon

receipt by the Issuer from Tabreed of all amounts due under the Istisnaa Agreement, the Lease

Agreement and the Purchase Undertaking and, to the extent that a Dissolution Event occurs prior to

the first Periodic Dissolution Date, the receipt of the Purchase Price from the Counterparty on the

first Periodic Distribution Date (which in aggregate may not be sufficient to meet all claims under the

Certificates and the Transaction Documents).

In the event that the Issuer is unable, on any Periodic Distribution Date, to pay the relevant Periodic

Distribution Amount in full, or following a Dissolution Event, to pay the Dissolution Distribution

Amount in full for failure of Tabreed to pay the Exercise Price, the Issuer shall be entitled to sell the

Assets to third parties, liquidate the Authorised Investments and to the extent that the Dissolution

Event occurs prior to the first Periodic Distribution Date, sell the Commodities to the Counterpartyon the first Periodic Distribution Date. The resulting amount may still not be sufficient to pay to the

Certificateholders the full Dissolution Distribution Amount. The Issuer will not have any other funds

available to meet its obligations under the Certificates. In particular, where the Dissolution Event

occurs prior to the first Periodic Distribution Date, the Purchase Price under the Undertaking to

Purchase (Commodities) will only be received by the Issuer on the first Periodic Distribution Date

and, therefore, Certificateholders may experience a delay in receiving any amounts in connection

therewith.

Limited Recourse Obligations

The Certificates will represent entitlement solely to the Trust Assets. Accordingly, recourse in respect

of the Certificates is limited to the Trust Assets and the proceeds of the Trust Assets are the sole

source of payments on the Certificates. The Certificateholders will have no recourse to any assets ofthe Issuer, the Trustee, the Agents, the Managers or any of their affiliates in respect of any shortfall

in the expected amounts from the Trust Assets.

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Enforcement of Liabilities

Ultimately the payments under the Certificates are dependent upon Tabreed making payments to the

Issuer under the Lease Agreement, the Purchase Undertaking and the Istisnaa Agreement. If Tabreed

fails to do so, it may be necessary to bring an action against Tabreed to enforce its obligations

before the UAE courts which may be costly and time consuming.

Investment Agreement

Under the Investment Agreement the Issuer shall invest the Investment Amount in AuthorisedInvestments. There is a risk that the banks and financial institutions with whom the Investment

Amount (or part thereof) is deposited may fail to pay the Investment Amount (or part thereof) and

yields on it to the Issuer on a timely basis in order for the Issuer to meet its obligations to pay

Tabreed under the Istisnaa Agreement. This enables Tabreed to trigger an Istisnaa Event of Default

which will result in the Certificates being redeemed earlier in accordance with Condition 9.

Additional Risks

Suitability of Investment

The Certificates may not be a suitable investment for all investors.

Each potential investor in the Certificates must determine the suitability of that investment in light of

its own circumstances. In particular, each potential investor should:

(a) have sufficient knowledge and experience to make a meaningful evaluation of the Certificates,

the merits and risks of investing in the Certificates and the information contained in this

Prospectus;

(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its

particular financial situation, an investment in the Certificates and the impact the Certificates

will have on its overall investment portfolio;

(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the

Certificates or where the currency for principal is different from the potential investors

currency;

(d) understand thoroughly the terms of the Certificates and be familiar with the behaviour of any

relevant indices and financial markets; and

(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios foreconomic and other factors that may affect its investment and its ability to bear the applicable

risks.

Emerging Markets

Investors in emerging markets should be aware that these markets are subject to greater risks than

more developed markets, including in some cases significant legal, economic and political risks.

Accordingly, investors should exercise particular care in evaluating the risks involved and must decide

for themselves whether, in the light of those risks, their investment is appropriate. Generally,

investment in emerging markets is only suitable for sophisticated investors who fully appreciate the

significance of the risk involved.

Change of Law

The structure of the issue of the Certificates is based on English law, UAE law and administrative

practice in effect as at the date of this Prospectus. No assurance can be given as to the impact of any

possible change to English law, UAE law or administrative practice after the date of this Prospectus,

nor can any assurance be given as to whether any such change could adversely affect the ability of

the Issuer to make payments under the Certificates.

Political, Economic and Related Considerations

The UAE has seen significant economic growth and relative political stability. There can be no

assurance that such growth or stability will continue. Moreover, while the UAEs federal government

policies have generally resulted in improved economic performance, there can be no assurance that

such level of performance can be sustained. Tabreed may also be adversely affected generally by

political and economic developments in or affecting the UAE.No assurance can be given that the UAE government will not implement regulations or fiscal or

monetary policies, including policies or new regulations or new legal interpretations of existing rates

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or exchange controls, or otherwise take actions which could have a material adverse effect on the

Tabreeds business, financial condition, results of operations or prospects or which could adversely

affect the market price and liquidity of the Certificates.

The Issuer and/or Tabreed may be affected if there are regional, political or economic events that

prevent the Issuer and/or Tabreed from delivering their services. It is not possible to predict the

occurrence of such events or circumstances or the impact of such occurrences and no assurance can

be given that the Issuer and/or Tabreed would be able to fulfil their respective obligations if such

events or circumstances were to occur. A general UAE downturn or instability in certain sectors ofthe UAE or regional economy could have an adverse effect on Tabreeds business, financial condition,

results of operations or prospects.

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TERMS AND CONDITIONS OF THE CERTIFICATES

The following is the text of the Terms and Conditions of the Certificates which (subject to modification)

will be endorsed on each Certificate in definitive form (if issued):

Each of the US$200,000,000 Trust Certificates due 2011 (the Certificates) represents an undivided

beneficial ownership of the Trust Assets (defined in Condition 4.1 (The Trust Assets)) held on trust

(the Trust) for the holders of such Certificates pursuant to a declaration of trust (the Declaration

of Trust) dated 20 July 2006 made by Tabreed 06 Financing Corporation (the Issuer) in itscapacity as trustee (the Trustee), which expression shall include HSBC Trustee (C.I.) Limited as its

delegate (the Delegate).

Payments relating to the Certificates will be made pursuant to a Agency Agreement dated 20 July

2006 (the Agency Agreement) made among the Issuer, HSBC Bank plc as principal paying agent (in

such capacity, the Principal Paying Agent and, together with any further or other paying agents

appointed from time to time in respect of the Certificates, the Paying Agents), HSBC Bank plc as

calculation agent (in such capacity as the Calculation Agent), HSBC Bank plc as payment

administrator (in such capacity, the Payment Administrator), HSBC Bank plc as transfer agent (in

such capacity, the Transfer Agent and, together with any further or other transfer agents appointed

from time to time in respect of the Certificates, the Transfer Agents), HSBC Bank plc as

replacement agent (in such capacity, the Replacement Agent and, together with any further or other

replacement agents appointed from time to time in respect of the Certificates, the ReplacementAgents) and HSBC Bank plc as registrar (in such capacity, the Registrar).

The statements in these Conditions include summaries of, and are subject to, the detailed provisions

of the Transaction Documents (as defined in Condition 4.1 (The Trust Assets)). In these Conditions,

words and expressions defined and rules of construction and interpretation set out in the Declaration

of Trust shall, unless the context otherwise requires, have the same meanings herein. Copies of the

Transaction Documents are available for inspection by Certificateholders during normal business

hours at the principal office for the time being of the specified offices of the Principal Paying Agent.

The Certificateholders are entitled to the benefit of, are bound by, and are deemed to have notice of,

all the provisions of the Declaration of Trust and the Agency Agreement applicable to them.

Each initial Certificateholder, by its acquisition and holding of its interest in a Certificate, shall be

deemed to authorise and direct Tabreed 06 Financing Corporation to apply the sums paid to it inrespect of its Certificates to acquire the Assets (as defined in Condition 9.2) (Summary of Dissolution),

and to enter into each Transaction Document to which it is a party (whether in its capacity as Issuer

or Trustee), subject to the terms and conditions of the Declaration of Trust and these Conditions.

1 Form, Denomination and Title

1.1 Form and Denomination

The Certificates are issued in registered form in minimum denominations of US$100,000

and integral multiples of US$1,000 in excess thereof. A Certificate will be issued to each

Certificateholder in respect of its registered holding of Certificates. Each Certificate will be

numbered serially with an identifying number which will be recorded on the relevant Certificate

and in the Register (as defined in Condition 1.2 (Register).

1.2 Register

The Registrar will maintain a register (the Register) in respect of the Certificates in

accordance with the provisions of the Agency Agreement. In these Conditions,

Certificateholder and, in relation to a Certificate, holder means the person in whose name

such Certificate is from time to time registered in the Register (or, in the case of a joint holding,

the first named thereof).

1.3 Title

Title to the Certificates passes only by registration in the Register. The registered holder of any

Certificate will (except as otherwise required by law) be treated as its absolute owner for all

purposes (whether or not any payment thereon is overdue and regardless of any notice ofownership, trust or any interest or any writing on, or the theft or loss of, the Certificate issued

in respect of it) and no person will be liable for so treating the Certificateholder. The holder of

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a Certificate will be recognised by the Issuer as entitled to his Certificate free from any equity,

set-off or counterclaim on the part of the Issuer against the original or any intermediate holder

of such Certificate.

2 Transfers of Certificates and issue of certificates

2.1 Transfers

Subject to Conditions 2.4 (Closed Periods) and 2.5 (Regulations), a Certificate may be transferred

by depositing the Certificate, with the form of transfer on the back duly completed and signed,

at the specified office of any Transfer Agent.

2.2 Delivery of New Certificates

Each new Certificate to be issued upon transfer of Certificates will, within five business days of

receipt by the relevant Transfer Agent of the duly completed form of transfer endorsed on the

relevant Certificate, be mailed by uninsured mail at the risk of the holder entitled to the

Certificate to the address specified in the form of transfer. For the purposes of this Condition,

business day shall mean a day (other than a Saturday or Sunday) on which banks are open

for business in the city in which the specified office of the Transfer Agent with whom a

Certificate is deposited in connection with a transfer is located.

Where some but not all of the Certificates in respect of which a Certificate is issued are to betransferred a new Certificate in respect of the Certificates not so transferred will, within five

business days of receipt by the relevant Transfer Agent of the original Certificate, be mailed by

uninsured mail at the risk of the holder of the Certificates not so transferred to the address of

such holder appearing on the register of Certificateholders or as specified in the form of

transfer.

2.3 Formalities Free of Charge

Registration of transfer of Certificates will be effected without charge by or on behalf of the

Issuer or any Transfer Agent but upon payment (or the giving of such indemnity as the Issuer

or any Transfer Agent may reasonably require) by the transferee in respect of any stamp duty,

tax or other governmental charges which may be imposed in relation to such transfer.

2.4 Closed Periods

No Certificateholder may require the transfer of a Certificate to be registered during the period

of seven days ending on the due date for any payment of the Dissolution Distribution Amount

(as defined in Condition 9.2 (Summary of Dissolution)) or any Periodic Distribution Amount (as

defined in Condition 7.1 (Periodic Distribution Dates)) on that Certificate.

2.5 Regulations

All transfers of Certificates and entries on the register of Certificateholders will be made subject

to the detailed regulations concerning transfer of Certificates scheduled to the Declaration of

Trust. A copy of the current regulations will be mailed (free of charge) by the Registrar to any

Certificateholder who requests one.Among other things, such regulations require the following: The Issuer shall ensure that the

Registrar maintains the Register showing the amount of the outstanding Certificates (with each

Certificate bearing an identifying serial number), the issue dates and the names and addresses of

the holders of the Certificates. The Trustee and the holders of Certificates may inspect the

Register. The Certificates are transferable (in whole or in part) and the Certificates to be

transferred must be delivered for registration to the specified office of any Transfer Agent with

the form of transfer, which may be obtained from any Transfer Agent, endorsed and

accompanied by such other evidence as the Issuer may require to prove the title of the

transferor or his right to transfer the Certificates. The holder of Certificates shall be entitled to

receive in accordance with Condition 2.2 (Delivery of New Certificates) only one Certificate in

respect of his entire holding of such Certificates. In the case of a transfer of a portion of the

face amount of a Certificate, a new Certificate in respect of the balance of the Certificates nottransferred will be issued to the transferor in accordance with Condition 2.2 (Delivery of New

Certificates).

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3 Status Limited Recourse

3.1 Status

Each Certificate evidences an undivided beneficial ownership of the Trust Assets and will rank

pari passu, without any preference, with the other Certificates.

3.2 Limited Recourse

Proceeds of the Trust Assets are the sole source of payments on the Certificates. Accordingly,the Certificateholders will have no recourse to any assets of the Issuer, the Trustee or any of

their affiliates in respect of any shortfall in the expected amounts from the Trust Assets.

Tabreed is obliged to make the payments under the relevant Transaction Documents directly to

the Issuer, and the Issuer, as trustee for the benefit of the Certificateholders, will have direct

recourse against Tabreed to recover payments due to the Issuer from Tabreed pursuant to such

Transaction Documents, subject to the Issuers rights to sell all or part of the Assets to third

parties and to sell the Commodities to the Counterparty, in each case, in certain circumstances

as prescribed by these Conditions.

If, following distribution of the proceeds of the Trust Assets there remains a shortfall in

payments due under the Certificates, subject to Condition 13 (Enforcement and Exercise of

Rights), no Certificateholder will have any claim against the Issuer or its assets in respect of

such shortfall. In particular, no holder of Certificates will be able to petition for, or join anyother person in instituting proceedings for, the bankruptcy, liquidation, winding up or

receivership of the Issuer as a consequence of such shortfall or otherwise.

3.3 Agreement

It is a condition of the Certificates that:

3.3.1 Notwithstanding anything to the contrary contained herein or in any other Transaction

Document, no payment of any amount whatsoever shall be made by any of the Issuer, the

Trustee or the Trust or any of their respective agents on their behalf except to the extent

funds are available therefor from the Trust Assets and further agrees that no recourse shall

be had by any Certificateholder for the payment of any amount owing hereunder or under

any other Transaction Document, whether for the payment of any fee or other amount

hereunder or any other obligation or claim arising out of or based upon the Declaration

of Trust or any other Transaction Document, against any of the Issuer, the Trustee or the

Trust to the extent the Trust Assets have been exhausted following which all obligations of

the Issuer, the Trustee and the Trust shall be extinguished.

3.3.2 Notwithstanding anything to the contrary contained herein or in any Transaction

Document, prior to the date which is one year and one day after the date on which all

amounts owing by the Issuer under the Transaction Documents to which it is a party have

been paid in full, no Certificateholder may institute against, or join with any other person

in instituting against the Issuer, the Trustee or the Trust, any bankruptcy, liquidation,

winding up or receivership proceedings or other proceedings under any bankruptcy or

similar law.

4 Trust

4.1 The Trust Assets

Under an Istisnaa Agreement (the Istisnaa Agreement) dated 20 July 2006 between the Issuer

and National Central Cooling Company (Tabreed) PJSC (the Contractor), the Issuer shall

employ the Contractor to deliver certain construction works and/or equipment and/or machinery

(the Plants).

Under the Istisnaa Agreement, payments due to the Contractor shall be paid in instalments and

the amount due in respect of all instalments other than the first instalment and the amount to

be paid pursuant to the Commodities Purchase Agreement (defined below) is referred to as the

Investment Amount.

The Contractor shall, as security for its obligations under the Istisnaa Agreement, pay certaincash amounts as determined under the Istisnaa Agreement (the Security Amount) on specified

dates into an account in the Issuers name (the Transaction Account).

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Pursuant to a commodities purchase agreement (the Commodities Purchase Agreement) dated

20 July 2006 between the Issuer and National Central Cooling Company (Tabreed) PJSC

(Tabreed), the Issuer shall use part of the proceeds of the issue to purchase from the

Contractor certain commodities (the Commodities) for an amount equivalent to

US$26,000,000. On the first Periodic Distribution Date (as defined in Condition 7.1 (Periodic

Distribution Dates)), the Issuer shall sell the Commodities to HSBC Bank plc (the

Counterparty) pursuant to an undertaking to purchase (commodities) (the Undertaking to

Purchase (Commodities)) dated 20 July 2006 executed by the Counterparty.In accordance with the terms of an investment agreement (the Investment Agreement) dated

20 July 2006 between, inter alia, the Issuer and Tabreed, the Investment Amount shall be

invested in certain investments (the Authorised Investments) pending the payment by the Issuer

of further instalments to Tabreed under the Istisnaa Agreement.

The Issuer, in its capacity as lessor (the Lessor), shall lease each item of Plant to Tabreed, in

its capacity as the lessee (the Lessee), upon completion of its construction and handover to

the Issuer pursuant to the terms of a lease agreement (the Lease Agreement) dated 20 July

2006 between the Lessor and the Lessee in return for which the Lessee will make periodic rental

payments to the Lessor. On or prior to the expiry of the lease of the Plants, Tabreed will

purchase the Plants from the Issuer in accordance with a purchase undertaking (the Purchase

Undertaking) dated 20 July 2006 executed by Tabreed.

Pursuant to the Declaration of Trust, the Issuer will declare that it will hold assets (the TrustAssets) primarily consisting of (a) the investments in the Plants to be manufactured and/or

constructed under the Istisnaa Agreement and any Plants or part thereof delivered from time to

time thereunder; (b) any Authorised Investments, the Commodities and the Investment Amount;

(c) all of the Issuers rights, title, interest and benefit under the Transaction Documents; and (d)

all monies standing to the credit of the Transaction Account and the Investment Account, upon

trust absolutely for the holders of the Certificates pro rata according to the face amount of

Certificates held by each holder in accordance with the Declaration of Trust and these

Certificates.

The Istisnaa Agreement, the Agency Agreement, the Declaration of Trust, the Lease Agreement,

the Service Agency Agreement, the Purchase Undertaking, the Investment Agreement, the

Commodities Purchase Agreement, the Undertaking to Purchase (Commodities), the Corporate

Services Agreement, the Costs Undertaking, the Certificates and any other agreements anddocuments delivered or execution in connection therewith are collectively referred to as the

Transaction Documents.

4.2 Application of Proceeds from Trust Assets

Pursuant to the Declaration of Trust, the Trustee holds the Trust Assets for and on behalf of

the holders of the Certificates. On each Periodic Distribution Date, or on any date specified by

the Trustee in accordance with Condition 9 (Dissolution of Trust) for redemption of the

Certificates (the Redemption Date), the Payment Administrator, notwithstanding any

instructions to the contrary from the Trustee, will apply the monies standing to the credit of the

Transaction Account in the following order of priority:

4.2.1 first, to the Delegate in respect of all amounts owing to it under the Transaction

Documents in its capacity as Delegate;

4.2.2 second, to the Principal Paying Agent for application in or towards payment pari passu

and rateably of all Periodic Distribution Amounts due and unpaid;

4.2.3 third, only if such payment is made on the Redemption Date, to the Principal Paying

Agent in or towards payment pari passu and rateably of the Dissolution Distribution

Amount;

4.2.4 fourth, only if such payment is made on the Redemption Date, to the Service Agent in or

towards payment of all outstanding Expenses (as defined in Condition 9.2 (Summary of

Dissolution)) and an incentive fee in an amount equivalent to the Available Funds; and

4.2.5 fifth, only if such payment is made on the Redemption Date, to the Issuer.

Available Funds means the amount (if any) remaining in the Transaction Account after allholders of Certificates have been paid the Dissolution Distribution Amount and provision is

made for the Issuer to be paid an amount of US$500.

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4.3 Late Payment Amounts Received

If the Issuer receives any amounts as lat

Tabreed06 Prospectus

Documents

Transcript of Tabreed06 Prospectus