Obligation Abu Dhabi National Energy Company 2.5% ( US00386SAK87 ) en USD

Société émettrice Abu Dhabi National Energy Company
Prix sur le marché 100 %  ⇌ 
Pays  Emirats Arabes Unis
Code ISIN  US00386SAK87 ( en USD )
Coupon 2.5% par an ( paiement semestriel )
Echéance 12/01/2018 - Obligation échue



Prospectus brochure de l'obligation Abu Dhabi National Energy Company US00386SAK87 en USD 2.5%, échue


Montant Minimal 200 000 USD
Montant de l'émission 750 000 000 USD
Cusip 00386SAK8
Description détaillée L'Obligation émise par Abu Dhabi National Energy Company ( Emirats Arabes Unis ) , en USD, avec le code ISIN US00386SAK87, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/01/2018







PROSPECTUS
Abu Dhabi National Energy Company PJSC
(incorporated with limited liability in the United Arab Emirates)
U.S.$750,000,000 2.5% Notes due 2018
Issue price: 99.483%
U.S.$1,250,000,000 3.625% Notes due 2023
Issue price: 99.404%
The U.S.$750,000,000 2.5% Notes due 2018 (the ``Series A Notes'') and the U.S.$1,250,000,000 3.625% Notes due
2023 (the ``Series B Notes'' and, together with the Series A Notes, the ``Notes'' and each a ``Series'') are issued by Abu
Dhabi National Energy Company PJSC (``TAQA'' or the ``Issuer''). The Notes are issued in registered form.
Except for the first payment, interest will be payable on the Notes semi-annually in arrear on 12 January and 12
July in each year. The first payment of interest on the Notes will be made in respect of the period from and including 12
December 2012 to but excluding 12 July 2013 and will be paid on 12 July 2013. Interest will accrue from and including 12
December 2012 to but excluding 12 January 2018 (in the case of the Series A Notes) and 12 January 2023 (in the case of
the Series B Notes). Interest will be paid at a rate of 2.5% per annum (in the case of the Series A Notes) and 3.625% per
annum (in the case of the Series B Notes), in each case as further described, and except as mentioned, in Condition 5. The
Issuer may, at its option, redeem all, but not some only, of the Notes of a Series at any time at their principal amount
plus accrued interest, in the event of certain tax changes as described in Condition 6. The Series A Notes mature and will
be repaid at their principal amount on 12 January 2018 and the Series B Notes mature and will be repaid at their principal
amount on 12 January 2023.
Application has been made to the Financial Services Authority in its capacity as competent authority under the
Financial Services and Markets Act 2000 (the ``UK Listing Authority'') for each Series of the Notes to be admitted to the
official list of the UK Listing Authority (the ``Official List'') and to the London Stock Exchange plc (the ``London Stock
Exchange'') for each Series of the Notes to be admitted to trading on the London Stock Exchange's regulated market.
References in this Prospectus to the Notes being ``listed'' (and all related references) shall mean that the Notes have been
admitted to trading on the London Stock Exchange's regulated market and have been admitted to the Official List. The
London Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in
Financial Instruments Directive).
Each Series of the Notes will initially be evidenced by registered certificates (each a ``Certificate''). The Certificates of
each Series will be evidenced on issue by (i) interests in a global unrestricted note certificate in registered form (the
``Regulation S Global Note Certificate'' for the relevant Series) in the case of Notes offered to non-US persons outside the
United States in reliance on Regulation S (``Regulation S'') under the United States Securities Act of 1933, as amended (the
``Securities Act'') and (ii) interests in one or more global restricted note certificates in registered form (each a ``Rule 144A
Global Note Certificate'' for the relevant Series and together with the Regulation S Global Note Certificate, the ``Global
Note Certificates'' for that Series) in the case of Notes offered within the United States only to qualified institutional buyers
(``QIBs'') in reliance on Rule 144A (``Rule 144A'') under the Securities Act. The Regulation S Global Note Certificates will
be deposited on 12 December 2012 (the ``Issue Date'') with, and registered in the name of a nominee of, a common
depositary (the ``Common Depositary'') on behalf of Euroclear Bank S.A./N.V. (``Euroclear'') and Clearstream Banking,
socie´te´ anonyme (``Clearstream, Luxembourg''). Each Rule 144A Global Note Certificate will be deposited on the relevant
issue date with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (``DTC'').
Beneficial interests in a Rule 144A Global Note Certificate will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its participants, see ``Clearing and Settlement''.
The Notes have been rated A3 by Moody's Investors Service Limited (``Moody's'') and A- by Standard & Poor's
Credit Market Services Europe Limited (``S&P''). For further information on credit rating agencies, see page ix of this
Prospectus. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed ``Risk Factors'' in this
Prospectus.
The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority
of any State or other jurisdiction of the United States. Subject to certain exceptions, the Notes may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S). The Notes are being
offered and sold outside the United States to non-U.S. persons in reliance on Regulation S and within the United States only
to QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain
further restrictions on offers, sales and transfers of notes and distribution of this Prospectus, see ``Subscription and Sale'' and
``Transfer Restrictions''.
Joint Lead Managers and Joint Bookrunners
BNP PARIBAS
Citi
HSBC
National Bank of Abu Dhabi P.J.S.C.
Standard Chartered Bank
Co-Lead Managers
BofA Merrill Lynch
Mitsubishi UFJ Securities
The Royal Bank of Scotland
Socie´te´ Ge´ne´rale Corporate & Investment Banking
6 December 2012
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This Prospectus comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC,
as amended, to the extent that such amendments have been implemented in the relevant Member
State of the European Economic Area (the ``Prospectus Directive'') and for the purpose of giving
information with regard to the Issuer and its subsidiaries (the ``Group'') and the Notes which,
according to the particular nature of the Issuer and of the Notes, 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.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of
the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the
case) the information contained in this Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Prospectus must be read in conjunction with all documents which are incorporated herein
by reference, see ``Documents Incorporated by Reference''. This Prospectus shall be read and construed
on the basis that such documents are incorporated into and form part of this Prospectus.
Certain
information
under
the
headings
``Risk
Factors'',
``Clearing
and
Settlement'',
``Management's Discussion and Analysis of Financial Condition and Results of Operations'' and
``Overview of the UAE and Abu Dhabi'' has been extracted from the sources identified in the
respective section. The Issuer confirms that such information has been accurately reproduced and
that, so far as it is aware, and is able to ascertain from information published by the relevant sources
referred to, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
This Prospectus has been prepared on the basis that any offer of the Notes in any Member
State of the European Economic Area which has implemented the Prospectus Directive (each, a
``Relevant Member State'') will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers
of the Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of the Notes may only do so in circumstances in which no obligation arises for the
Issuer or any Manager (as defined under ``Subscription and Sale'') to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Manager has
authorised, nor does any of them authorise, the making of any offer of the Notes in circumstances in
which an obligation arises for the Issuer or any Manager to publish or supplement a prospectus for
such offer.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Prospectus or any other information
supplied in connection with the Notes and, if given or made, such information or representation must
not be relied upon as having been authorised by the Issuer or any of the Managers. Neither the
delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer since the date hereof
or the date upon which this Prospectus has been most recently amended or supplemented or that
there has been no adverse change in the financial position of the Issuer since the date hereof or the
date upon which this Prospectus has been most recently amended or supplemented or that any other
information supplied in connection with the Notes is correct as of any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and the offer or sale of the Notes 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 restriction. None of the
Issuer or the Managers represent that this Prospectus may be lawfully distributed, or that the Notes
may be lawfully offered, in compliance with any applicable registration or other requirements in any
such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or
the Managers which is intended to permit a public offering of the Notes or distribution of this
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may
not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or
other offering material may be distributed or published in any jurisdiction, except under circumstances
that will result in compliance with any applicable laws and regulations. Persons into whose possession
this Prospectus or any Notes may come must inform themselves about, and observe, any such
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restrictions on the distribution of this Prospectus and the offering and sale of the Notes. For a
description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus,
see ``Subscription and Sale''.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or
the Managers to subscribe for, or purchase, any Notes. None of the Managers or the Issuer makes
any representation to any investor in the Notes regarding the legality of its investment under any
applicable laws. Any investor in the Notes should be able to bear the economic risk of an investment
in the Notes for an indefinite period of time.
To the fullest extent permitted by law, none of the Managers accept any responsibility for the
contents of this Prospectus or any information incorporated by reference into this document or for
any other statement which is consistent with the contents of this Prospectus made, or purported to be
made, by a Manager or on its behalf in connection with the Issuer, or the issue and offering of the
Notes. Each Manager accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus.
Neither this Prospectus nor any other financial statements are intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by the Issuer or the
Managers that any recipient of this Prospectus or any other financial statements should purchase the
Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it
deems necessary. None of the Managers undertakes to review the financial condition or affairs of the
Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor
or potential investor in the Notes of any information coming to the attention of any of the
Managers.
Each potential investor in the Notes must determine the suitability of that investment in light of
its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes,
the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the Notes and the impact such
investment will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including where the currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability
to bear the applicable risks.
A potential investor should not invest in the Notes unless it has the expertise (either alone or
with the help of a financial adviser) to evaluate how the Notes will perform under changing
conditions, the resulting effects on the value of such Notes and the impact this investment will have
on the potential investor's overall investment portfolio.
In connection with the issue of the Notes, Standard Chartered Bank (the ``Stabilising Manager'')
(or persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions
with a view to supporting the market price of the relevant Series of Notes at a level higher than that
which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or
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 Notes is made and, if begun, may be ended at any time, but it must end no later
than the earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager (or persons acting on behalf of the Stabilising Manager) in accordance with all applicable
laws and rules.
This Prospectus has been prepared by the Issuer for use in connection with the offer and sale of
the Notes outside the United States, the resale of the Notes in the United States in reliance on Rule
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144A under the Securities Act and the listing of the Notes. The Issuer and the Managers reserve the
right to reject any offer to purchase the Notes, in whole or in part, for any reason. This Prospectus
does not constitute an offer to any person in the United States or to any U.S. person other than any
QIB and to whom an offer has been made directly by one of the Managers or its U.S. broker-dealer
affiliate. Distribution of this Prospectus by any non-U.S. person outside the United States or by any
QIB in the United States to any U.S. person or to any other person within the United States, other
than any QIB and those persons, if any, retained to advise such non-U.S. person or QIB with respect
thereto, is unauthorised and any disclosure without the prior written consent of the Issuer of any of
its contents to any such U.S. person or other person within the United States, other than any QIB
and those persons, if any, retained to advise such non-U.S. person or QIB, is prohibited.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Prospectus contains ``forward-looking statements'' that is, statements related to future, not
past, events. In this context, forward-looking statements often address TAQA's expected future
business and financial performance, and often contain words such as ``expects'', ``anticipates'',
``estimates'', ``intends'', ``plans'', ``aims'', ``believes'', ``seeks'', ``may'', ``should'', ``will'' and other
similar expressions. Forward-looking statements by their nature address matters that are, to different
degrees, uncertain. For TAQA, particular uncertainties arise from future integration of acquired
businesses, from unanticipated loss of power generation or water capacity and from numerous other
matters of national, regional and global scale, including those of a political, economic, business,
competitive or regulatory nature. These uncertainties may cause TAQA's actual future results to be
materially different from those expressed in TAQA's forward-looking statements. These forward-
looking statements speak only as of the date of this Prospectus. TAQA expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in TAQA's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is based.
The risks and uncertainties referred to above include:
*
the Issuer's ability to receive dividends, distributions and other revenue flows from its
investments (including its subsidiaries);
*
the Issuer's ability to obtain and maintain sufficient capital to fund its current and future
investments and financial obligations, including the Issuer's ability to obtain external
financing;
*
the Issuer's ability to manage the growth of the Group successfully;
*
the occurrence of any one or more of a wide range of operational risks faced by the
Group or of any external catastrophic event over which the Group has no control;
*
actions taken by the Group's joint venture partners that may not be in accordance with
the Issuer's policies and/or objectives;
*
changes in international crude oil and natural gas prices;
*
changes in tax regulations applicable to Group companies;
*
changes in regulatory restrictions applicable to certain companies within the Group
pursuant to environmental and health and safety laws and potential liabilities arising
thereunder; and
*
changes in political, social, legal or economic conditions in the markets that affect the
Group and the value of the Group's investments internationally, as well as in the Middle
East and North Africa (``MENA'') region.
Additional factors that could cause actual results, performance or achievements to differ
materially include, but are not limited to, those discussed under ``Risk Factors''.
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NOTICE TO INVESTORS
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY
OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THE OFFERING OF NOTES OR THE ACCURACY OR THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT
AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE,
TO
ANY
PROSPECTIVE
PURCHASER,
CUSTOMER
OR
CLIENT
ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO BAHRAIN RESIDENTS
This Prospectus does not constitute an offer of securities in the Kingdom of Bahrain in terms of
Article (81) of the Central Bank and Financial Institutions Law 2006 (Decree Law No. 64 of 2006).
The offering documents have not been and will not be registered as a prospectus with the Central
Bank of Bahrain (the ``CBB''). Accordingly, the Notes may not be offered, sold or made the subject
of an invitation for subscription or purchase nor will this Prospectus or any other related document
or material be used in connection with any offer, sale or invitation to subscribe or purchase the
Notes, whether directly or indirectly, to persons in the Kingdom of Bahrain.
The CBB has not reviewed or approved the offering documents and it has not in any way
considered the merits of the Notes to be offered for investment, whether in or outside the Kingdom
of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and completeness of the
statements and information contained in this Prospectus and expressly disclaims any liability
whatsoever for any loss howsoever arising from reliance upon the whole or any part of the content of
this Prospectus.
NOTICE TO RESIDENTS OF THE STATE OF QATAR
This Prospectus does not and is not intended to constitute an offer, sale or delivery of the
Notes under the laws of the State of Qatar and has not been and will not be reviewed or approved
by or registered with the Qatar Financial Markets Authority or Qatar Central Bank. The Notes are
not and will not be traded on the Qatar Exchange.
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KINGDOM OF SAUDI ARABIA NOTICE
This Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons
as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority of
the Kingdom of Saudi Arabia (the ``Capital Market Authority'').
The Capital Market Authority does not make any representations as to the accuracy or
completeness of this Prospectus, and expressly disclaims any liability whatsoever for any loss arising
from, or incurred in reliance upon, any part of this Prospectus. Prospective purchasers of the Notes
should conduct their own due diligence on the accuracy of the information relating to the Notes. If a
prospective purchaser does not understand the contents of this Prospectus he or she should consult
an authorised financial adviser.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
The Issuer's financial information as at and for the nine months ended 30 September 2012 and
30 September 2011 and as at and for the years ended 31 December 2011, 2010 and 2009 has, subject
to rounding, been extracted from the Issuer's unaudited reviewed interim condensed consolidated
financial statements as at and for the nine months ended 30 September 2012 (together with the review
report thereon, the ``Interim Financial Statements'') and the Issuer's audited annual consolidated
financial statements as at and for the years ended 31 December 2011 (together with the audit report
thereon, the ``2011 Financial Statements'') and 31 December 2010 (together with the audit report
thereon, the ``2010 Financial Statements'' and, together with the 2011 Financial Statements, the
``Annual Financial Statements'' and, together with the Interim Financial Statements, the ``Financial
Statements''), in each case incorporated by reference in this Prospectus.
From 1 January 2010, the Group:
*
applied on a prospective basis IFRS 3 (Business Combinations (Revised)) in accounting for
business combinations. As a result, for acquisitions after 1 January 2010, the Group
measures goodwill at the acquisition date as (i) the fair value of the consideration
transferred, plus (ii) the recognised amount of any non-controlling interests in the acquiree,
plus (iii) if the business combination is achieved in stages, the fair value of the existing
equity interest in the acquiree less (iv) the net recognised amount (generally fair value) of
the identifiable assets and liabilities assumed; and
*
applied on a prospective basis IAS 27 (Consolidated and Separate Financial Statements
(2008)) in accounting for acquisitions of non-controlling interests. As a result, acquisitions
of non-controlling interests are accounted for as transactions with owners in their capacity
as owners and therefore no goodwill is recognised as a result of such transactions.
For further information on these changes in accounting policy, see note 2.3 to the 2010
Financial Statements.
From 1 January 2011, the Group:
*
adopted Improvements to IFRSs (May 2010) that resulted in changes to accounting
policies relating to IFRS 3 (Business Combinations). Only components of non-controlling
interest that constitute a present ownership interest that entitles their holder to a
proportionate share of the entity's net assets in the event of liquidation are measured at
either fair value or at the present ownership instruments' proportionate share of the
acquiree's identifiable net assets. All other components are measured at their acquisition
date fair value. For further information on this change in accounting policy, see note 2.3
to the 2011 Financial Statements;
*
reclassified its gas trading income from ``Revenue from oil and gas'' to ``Other operating
revenue'' reflecting the fact that this revenue became more significant in 2011; and
*
enhanced the disclosure within its statement of comprehensive income by presenting in a
separate line item ``Reclassification adjustments for losses included in the income
statement''. These reclassification losses had previously been presented as part of the line
item ``Change in fair values of derivative instruments in cash flow hedges''. The new line
item shows separately the finance cost on derivatives which previously had been deducted
from the mark to market movement recorded in equity.
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Corresponding reclassification adjustments have also been made to the Group's income
statement and statement of comprehensive income for each of 2010 and 2009.
From 1 January 2012, the Group:
*
reclassified interest paid previously shown under net cash from operating activities as net
cash used in financing activities to more closely align with management's view of the
transactions concerned. The amount reclassified in the nine months ended 30 September
2012 amounted to AED 2,835 million; and
*
reclassified staff costs relating to the Group's UAE Power and Water subsidiaries from
operating expenses to administrative and other expenses. The amount reclassified in the
nine months ended 30 September 2012 amounted to AED 47 million.
Corresponding reclassification adjustments have also been made to the Group's cash flow
statement and income statement for the nine month period ended 30 September 2011.
The Group's financial year ends on 31 December, and references in this Prospectus to any
specific year are to the 12-month period ended on 31 December of such year unless indicated
otherwise. The Financial Statements have been prepared in accordance with International Financial
Reporting Standards (``IFRS'') and the Interim Financial Statements have been prepared in
accordance with IAS 34 Interim Financial Reporting.
Where information is identified in a table as unaudited, this means that the information has
been extracted from information that has not been audited and does not imply that all other
information in the table has been separately audited.
Non-GAAP Financial Measures
This Prospectus includes EBITDA data. EBITDA is a non-IFRS financial measure that is used
by management as an additional measure of performance. EBITDA is not defined by IFRS or
recognised within IFRS as a measure of performance and should therefore not be considered as an
alternative to other IFRS measures, such as:
*
profit after tax (as determined in accordance with IFRS);
*
cash flow from operating, investing or financing activities (as determined in accordance
with IFRS); or
*
any other measures of performance under IFRS;
or as a measure of operating performance or the Group's ability to meet its cash needs. The
Group defines EBITDA as net income before finance costs, taxes, depreciation, depletion,
amortisation, foreign exchange (losses) gains, other income, interest income, gain on repurchase of
bonds, changes in fair value of derivatives, bargain purchase gain, gain on disposal of subsidiary and
equity accounted investees, gain on sale of assets and reversal/charge for impairment.
EBITDA has limitations as an analytical tool and an investor should not consider this measure
in isolation, or as a substitute for other measures used in analysing the Group's results of operations.
Some limitations of EBITDA are that:
*
it does not reflect the Group's cash expenditures;
*
it does not reflect the Group's future requirements for capital expenditure or contractual
commitments;
*
it does not reflect the Group's cash requirements or changes in the Group's working
capital needs;
*
it does not reflect interest expense or the cash requirements necessary to service interest or
principal payments in respect of any borrowings;
*
although depreciation and amortisation are non-cash charges, the assets being depreciated
and amortised will often have to be replaced in the future and this measure does not
reflect any cash requirements for such replacements; and
*
other companies in the Group's industry may calculate this measure differently from how
the Group does, limiting its usefulness as a comparative measure.
EBITDA may not be indicative of the Group's historical operating results, and it is not meant
to be a projection or forecast of future results. In particular, EBITDA should not be considered as a
measure of discretionary cash available to the Group to invest in the growth of its business.
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The Group believes that EBITDA provides useful information to investors because it is used by
management in analysing the Group's core performance excluding the impact of certain non-operating
factors, as it removes the results of certain decisions that are outside the control of operating
management and can differ significantly from company to company depending on long term strategic
decisions
regarding
capital
structure,
the
stage
of
growth
development,
capital
expenditure
requirements and the jurisdictions in which certain of its companies operate and make capital
investments.
In addition, the Group believes that EBITDA is a measure commonly used by investors,
analysts and other interested parties in the Group's industry. EBITDA is not subject to audit or
review by any independent auditors.
Presentation of Other Information
In this document, unless otherwise specified or the context otherwise requires, references to:
*
``$'', ``U.S.$'' and ``U.S. dollars'' are to U.S. dollars;
*
``UAE dirham'' and ``AED'' are to UAE dirham;
*
``£'' and ``sterling'' are to the currency of the United Kingdom;
*
``rupees'' are to the currency of the Republic of India:
*
``MYR'' are to the currency of Malaysia;
*
``Canadian dollars'' and ``C$'' are to the currency of Canada; and
*
``euro'' and ``e'' are to the currency introduced at the start of the third stage of the
European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.
The Issuer publishes its financial statements in AED. This Prospectus contains a conversion of
certain AED amounts into U.S. dollars at specified rates solely for the convenience of the reader.
These conversions should not be construed as representations that the AED amounts actually
represent such U.S. dollar amounts or could actually be converted into U.S. dollars at the rate
indicated. The UAE dirham has been pegged to the U.S. dollar at a fixed exchange rate of AED
3.6725 = U.S.$1.00 since 22 November 1980 and, unless otherwise indicated, U.S. dollar amounts in
this Prospectus have been converted from AED at this exchange rate.
Certain figures and percentages included in this Prospectus have been subject to rounding
adjustments. Accordingly, figures shown in 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 that precede them.
See ``Glossary and Certain Defined Terms'' for the meaning of certain technical terms and
abbreviations used in this Prospectus. References to a ``billion'' are to a thousand million.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the Financial Statements (as
defined on page vi), which have been previously published or are published simultaneously with this
Prospectus and which have been filed with the Financial Services Authority. Such documents shall be
deemed to be incorporated in, and form part of, this Prospectus, save that any statement contained in
a document which is incorporated by reference herein shall be modified or superseded for the purpose
of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise). Any statement so modified or superseded
shall not, except as so modified or superseded, constitute a part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained (without
charge) from the Issuer's website (www.taqa.ae). Save for the documents specifically incorporated by
reference in this Prospectus, the information contained on the Issuer's website is not incorporated by
reference into, or otherwise included in, this Prospectus.
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AVAILABLE INFORMATION
The Issuer has agreed that, for so long as any Notes are ``restricted securities'' as defined in
Rule 144(a)(3) under the Securities Act, it will during any period that it is neither subject to section
13 or 15(d) of the United States Securities and Exchange Act of 1934 (the ``Exchange Act'') nor
exempt from reporting pursuant to Rule 12g3-2(b) thereunder furnish, upon request, to any holder or
beneficial owner of Notes or any prospective purchaser designated by any such holder or beneficial
owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
The Notes are governed by English law and disputes in respect of them may be settled under
the Arbitration Rules of the London Court of International Arbitration (the ``LCIA Rules'') in
London, England. In addition, actions in respect of the Notes may be brought in the English courts
and in any other court of competent jurisdiction.
The majority of the directors of the Issuer are resident outside the United States and the United
Kingdom, and a substantial portion of the assets of such persons and the Issuer are located outside
the United States and the United Kingdom. As a result, it may not be possible for investors to effect
service of process within the United States and/or the United Kingdom upon the Issuer or such
persons or to enforce against any of them in the United States courts or courts located in the United
Kingdom judgments obtained in United States courts or courts located in the United Kingdom,
respectively, including judgments predicated upon the civil liability provisions of the securities laws of
the United States or any state or territory within the United States.
A substantial part of the Issuer's assets are located in the UAE. In the absence of any bilateral
treaty for the reciprocal enforcement of foreign judgments, the Emirate of Abu Dhabi's courts are
unlikely to enforce a United States or English court judgment without re-examining the merits of the
claim and may not observe the choice by the parties of English law as the governing law of the
Notes. Investors may have difficulties in enforcing any English court judgments or arbitral awards
against the Issuer in the courts of the Emirate of Abu Dhabi. In addition, even if English law is
accepted as the governing law, this will only be applied to the extent that it is compatible with the
Emirate of Abu Dhabi law and public policy. Moreover, judicial precedent in the UAE has no
binding effect on subsequent decisions and there is no formal system of reporting court decisions in
the UAE. These factors create greater judicial uncertainty than would be expected in certain other
jurisdictions.
CREDIT RATING AGENCIES
The Issuer has been assigned ratings of A3 (stable outlook) by Moody's and A (stable outlook)
by S&P. Moody's and S&P are established in the European Union and were registered by the
European Securities and Markets Authority under Regulation (EC) No 1060/2009 (the CRA
Regulation) on 31 October 2011.
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TABLE OF CONTENTS
Page
RISK FACTORS ...........................................................................................................................
1
OVERVIEW...................................................................................................................................
22
TERMS AND CONDITIONS OF THE SERIES A NOTES......................................................
28
TERMS AND CONDITIONS OF THE SERIES B NOTES ......................................................
42
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
43
USE OF PROCEEDS ....................................................................................................................
47
CAPITALISATION.......................................................................................................................
48
SELECTED FINANCIAL AND OTHER INFORMATION .....................................................
49
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS .................................................................................................
55
DESCRIPTION OF THE GROUP ..............................................................................................
98
MANAGEMENT ..........................................................................................................................
121
REGULATION .............................................................................................................................
125
RELATIONSHIPS AND TRANSACTIONS WITH RELATED PARTIES..............................
132
SUMMARY OF MATERIAL AGREEMENTS..........................................................................
133
OVERVIEW OF THE UAE AND ABU DHABI........................................................................
143
TAXATION ...................................................................................................................................
153
CLEARING AND SETTLEMENT..............................................................................................
156
SUBSCRIPTION AND SALE ......................................................................................................
160
TRANSFER RESTRICTIONS .....................................................................................................
164
GENERAL INFORMATION.......................................................................................................
166
GLOSSARY AND CERTAIN DEFINED TERMS ....................................................................
168
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Document Outline