TIDM69WK

RNS Number : 0831E

Tabreed 08 Financing Corporation

31 March 2011

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, THE CAYMAN ISLANDS OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

1 April 2011

National Central Cooling Company PJSC announces the satisfaction of the Completion Condition and implementation of the Extraordinary Resolution for the Offer and Proposal made to the holders of the outstanding

AED1,700,000,000 Trust Certificates due 2011 (ISIN: XS0359799136) of

Tabreed 08 Financing Corporation

National Central Cooling Company PJSC (Tabreed) announced on 2 March 2011 an invitation to holders of the AED1,700,000,000 Trust Certificates due 2011 (ISIN: XS0359799136) (the Certificates) of Tabreed 08 Financing Corporation (the Certificateholders and the Issuer, respectively) to tender their Certificates for purchase by Tabreed (the Offer). The Offer expired on 16 March 2011.

Tabreed and the Issuer separately invited Certificateholders to approve, among other things, certain modifications to the terms and conditions of the Certificates (the Conditions and such invitation, the Proposal). The Extraordinary Resolution for the implementation of the Proposal was passed at the meeting of the Certificateholders held on 28 March 2011.

Tabreed announces and gives notice to Certificateholders that the Recapitalisation Programme has, as of 1 April 2011, been completed and this remaining condition to the settlement of the Offer and the Proposal and implementation of the Extraordinary Resolution has been satisfied.

Settlement of the Offer is expected to take place on 21 April 2011 and the modifications to the Conditions referred to in the Extraordinary Resolution will be implemented with effect on and from 1 April 2011.

Pursuant to the above modifications to the Conditions, each Certificate remaining following settlement of the Offer will, subject as provided in the new Condition 6.1 (Mandatory Redemption), be mandatorily redeemed on 19 May 2011 (the Maturity Date) at a redemption price equal to a cash amount of AED2,346.42 per AED10,000 in face amount of Certificates, which amount may at the option of Tabreed be settled by delivery of Shares by way of Physical Settlement at a price per Share of AED1.1259.

In order for Shares to be delivered following the Maturity Date, a Certificateholder must deliver a duly completed Exercise Notice to the Issuer and the Principal Paying and Exchange Agent by no later than the Maturity Date in accordance with Condition 6.8 or as otherwise specified in the new Condition 6.1 (Mandatory Redemption). Subject as provided in the new Condition 6.1 (Mandatory Redemption), where such Exercise Notice is duly delivered by the Maturity Date the relevant Shares will be delivered on or as soon as practicable after the 32nd Trading Day following the Maturity Date. The Issuer will have no obligations in respect of any Certificateholder who fails to complete an Exercise Notice within the relevant periods prescribed by the new Condition 6.1 (Mandatory Redemption).

The Offer and Proposal were made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 2 March 2011 (the Tender Offer Memorandum) and this announcement should be read in conjunction with the Tender Offer Memorandum and the announcements by Tabreed dated 2, 16 and 28 March 2011. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum and the Conditions.

Morgan Stanley & Co. International plc is acting as Dealer Manager. Lucid Issuer Services Limited is acting as Tender Agent. For detailed terms of the Offer and the Proposal please refer to the Tender Offer Memorandum, copies of which can be obtained from the Tender Agent referred to below.

Dealer Manager

 
 Morgan Stanley & Co. International plc 
             25 Cabot Square 
              Canary Wharf 
             London E14 4QA 
             United Kingdom 
       Telephone: +971 4 363 4829 
         Attention: Yavar Moini 
   Email: tandem_ecm@morganstanley.com

Tender Agent:

 
        Lucid Issuer Services Limited 
                 Leroy House 
                436 Essex Road 
                London N1 3QP 
                United Kingdom 
         Telephone: +44 20 7704 0880 
            Fax: +44 20 7067 9098 
  Attention: Sunjeeve Patel / Thomas Choquet 
         Email: tabreed@lucid-is.com

DISCLAIMER

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Certificates. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of Tabreed, the Issuer, the Dealer Manager and the Tender Agent to inform themselves about and to observe any such restrictions.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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