IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR

237 Pages·2009·8.77 MB·English

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN
THE U.S.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached offering circular following this page or otherwise received as a result of such access and
you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of
the attached offering circular. In accessing the attached offering circular, you agree to be bound by the following
terms and conditions, including any modifications to them from time to time, each time you receive any
information from us as a result of such access.

Confirmation of Your Representation: By accessing this offering circular you have confirmed to Barclays Bank
PLC and Dubai Islamic Bank PJSC, (together, the Managers), Nakheel Development Limited, Dubai World and
each of Nakheel Holdings-1 LLC, Nakheel Holdings-2 LLC and Nakheel Holdings-3 LLC that (i) you have
understood and agree to the terms set out herein, (ii) you are not a U.S. person (within the meaning of Regulation
S of the U.S. Securities Act 1933, as amended (the Securities Act)) or acting on behalf of any U.S. person and
that the electronic mail address you have given to us is not located in the United States, its territories and
possessions, and (iii) you consent to delivery by electronic transmission.

This offering circular has been made available to you in electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and consequently
neither the Managers nor any of their respective affiliates accepts any liability or responsibility whatsoever in
respect of any difference between the offering circular distributed to you in electronic format and the hard copy
version.

You are reminded that the attached offering circular has been delivered to you on the basis that you are a person
into whose possession this offering circular may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not nor or are you authorized to deliver this offering circular,
electronically or otherwise, to any other person and in particular to any U.S. person or to any U.S. address.
Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO.

Under no circumstances shall this offering circular constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these certificates in any jurisdiction in which such offer, solicitation or sale would be
unlawful. Recipients of this offering circular who intend to subscribe for or purchase the certificates are reminded
that any subscription or purchase may only be made on the basis of the information contained in the final offering
circular.

Any certificates to be issued will not be registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered in the
United States or to U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless
registered under the Securities Act or pursuant to an exemption from such registration.

The certificates represent interests in a collective investment scheme (as defined in the Financial Services and
Markets Act 2000) which has not been authorised, recognised or otherwise approved by the U.K. Financial
Services Authority (FSA). Accordingly, the offering circular is not being distributed to, and must not be passed on
to, the general public in the U.K. Rather, the communication of the offering circular as a financial promotion is only
being made to those persons falling within Article 19(5) or Article 49 of the Financial Services and Markets Act
2000 (Financial Promotion Order 2005) and within Article 14(5) or Article 22 of the Financial Services and Markets
Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, or any person to whom it may
otherwise lawfully be made. This communication is being directed only at persons having professional experience
in matters relating to investments and any investment or investment activity to which this communication relates
will be engaged in only with such persons. No other person should rely on it.
Nakheel Development Limited
(incorporated inthe Jebel Ali Free Zone withlimited liabilityunder registration no. OF2684)
US$3,520,000,000Trust Certificates due 2009
The issue price of the US$3,520,000,000Trust Certificates (Sukuk al-Ijara)with subscription rights due 2009 (the Certificatesor
the Sukuk) of Nakheel Development Limited (the Issuer) is 100 per cent. of their principal amount.
The Certificates will be constituted by a declaration of trust (the Declaration of Trust) dated on or about14 December 2006(the
Closing Date) made by the Issuer, Nakheel Holdings-1 LLC (Nakheel Holdings 1), Nakheel Holdings-2 LLC (Nakheel Holdings 2)
and Nakheel Holdings-3 LLC (Nakheel Holdings 3) (together, the Co-Obligors). Pursuant to a guarantee (the Co-Obligor
Guarantee), the Co-Obligors have guaranteed all payment, delivery and other obligations of each other under the Transaction
Documents (as defined herein). In addition, Dubai World shall grant a guarantee (the Dubai World Guarantee) on or about the
Closing Date in favour of the Issuer under which Dubai World shall unconditionally and irrevocably guarantee the payment
obligations of the Co-Obligors under the Transaction Documents. Pursuant to the Declaration of Trust, the Issuer will declare that
it will hold certain assets, primarily consisting of the leasehold interest in certain land, building and other property at Dubai
Waterfront (as more particularly described in Sukuk Assetson page137) and rights under, inter alia, the Lease Agreement (as
defined herein), the purchase undertaking (the Purchase Undertaking) granted in favour of the Issuer on or about the Closing Date
by Nakheel Holdings2, (the Purchase UndertakingObligor) and the other Transaction Documents, upon trust absolutely for the
holders of Certificates (the Certificateholders) pro rata according to the principal amount of Certificates held by each
Certificateholder. The payment obligations of the Co-Obligors under the Transaction Documents shall be secured by two
mortgagesgranted on or about the Closing Date by Nakheel Holdings 1 over the Property (as defined herein) and a share pledge
granted by Nakheel Holdings 1within sixty (60) days of the Closing Date over certain ordinary shares in Nakheel PJSC.
Each Certificate entitles the holder to subscribe (on the terms more particularly described therein) for QPO Shares (as defined
herein) issued in any Qualifying Public Offering (as defined herein) at a price equal to ninety five per cent. (95%)of the QPO Share
Price (as defined herein). The rights of the Certificateholders to subscribe for QPO Shares issued in any Qualifying Public Offering
are limited (a) to an aggregate number of QPO Shares equal to thirty per cent. (30%)of the aggregate number of QPO Shares to
be issued in that Qualifying Public Offering, and (b) so that the aggregate Value of the Subscription Rights (as defined herein) in
all Qualifying Public Offerings launched after the Closing Date and prior to the Redemption Date (including the Value of the
Subscription Rights in that Qualifying Public Offering)does not exceed US$880,000,000(being twenty five per cent. (25%)of the
aggregate principal amount of the Certificates). Certificateholders may, depending on the circumstances, also be entitled to
subscribe for QPO Shares in the Look Back Period (as defined herein).
The return on the Certificates shall be calculated on the basis of a fixed return of6.345per cent. per annum (the QPO Yield). On
14 June and 14 December in each year (each a Periodic Distribution Date) commencing on 14 June 2007, the Issuer will pay
Periodic Distribution Amounts (as defined herein) to each Certificateholder calculated as the productof fifty per cent. (50%) of the
QPO Yieldand the principal amount of the Certificates on a 30/360 basis. In addition, on theRedemption Date (as defined herein)
the Issuer will pay to each Certificateholder (i) the Final Distribution Amount calculated as the productof fifty per cent. (50%) of
the QPO Yield and the principal amount of the Certificates on a 30/360 basis, and (ii) depending on the circumstances, the
Additional Distribution Amount (as defined herein). (See – Summary of the Certificates –Periodic Distribution Amounts, Final
Distribution Amount and Additional Distribution Amount).
The Certificates shall be redeemed on14 December2009 (the Scheduled Redemption Date). The Certificates constitute limited
recourse obligations of the Issuer.
Investing in the Certificates involves certain risks as more fully described in Risk Factors on page35.
Application will be made for the listing of the Certificates on the Dubai International Financial Exchange but there can be no
assurance that such listing will occur on or prior to the Closing Date or at all. The Dubai International Financial Exchange takes
no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly
disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this
document.
The Certificates have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be
offered, sold or delivered within the United States or to U.S. Persons (as defined in Regulation S) except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Certificates are being
offered, sold or delivered solely to non-U.S. Persons (as defined in Regulation S) outside the United States in reliance on Regulation
S under the Securities Act (Regulation S). Each purchaser of the Certificatesis hereby notified that the offer and sale of Certificates
to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S.
Delivery of the Certificates in book-entry form will be made on the Closing Date. The Certificates will be issued in registered 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 registered form global certificate (the Global Certificate), deposited on or about the Closing Date with a
common depositary for Euroclear Bank S.A/N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream,
Luxembourg). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records
maintained by Euroclear and Clearstream, Luxembourg. Definitive Certificates evidencing holdings of interests in the Certificate will
be issued in exchange for interests in the Global Certificate only in thelimited circumstances described herein.
Joint Lead Managers and Joint Bookrunners
Barclays Capital Dubai Islamic Bank PJSC
The date of this Offering Circular is13December 2006
Level: 13 – From: 0 – Tuesday, December 12, 2006 – 4:06 pm – mac5 – 3586 Intro : 3586 Intro
Dubai World, having made all reasonable enquiries, confirms that (i) this Offering Circular contains
all information with respect to Dubai World, its subsidiaries and the Issuer, the Certificates and the
other Transaction Documents that is material to the issuance and offering of the Certificates; (ii)
such information is true and accurate in every material respect and is not misleading in any material
respect; (iii) the opinions, assumptions and intentions expressed in this Offering Circular on the part
of Dubai World are honestly held or made and are not misleading in any material respect; (iv) this
Offering Circular does not contain any untrue statement of a material fact nor does it omit to state
a material fact necessary to make the statements herein, in light of the circumstances under which
they were made, not misleading; and (v) all reasonable enquiries have been made by Dubai World
to ascertain and verify the foregoing.
Each of the Co-Obligors, having made all reasonable enquiries, confirms that (i) this Offering
Circular contains all information with respect to the Co-Obligors, their subsidiaries and the Issuer,
the Certificates and the other Transaction Documents that is material to the issuance and offering
of the Certificates; (ii) such information is true and accurate in every material respect and is not
misleading in any material respect; (iii) the opinions, assumptions and intentions expressed in this
Offering Circular on the part of each Co-Obligor are honestly held or made and are not misleading
in any material respect; (iv) this Offering Circular does not contain any untrue statement of a
material fact nor does it omit to state a material fact necessary to make the statements herein, in
light of the circumstances under which they were made, not misleading; and (v) all reasonable
enquiries have been made by each Co-Obligor to ascertain and verify the foregoing.
The Issuer, having made all reasonable enquiries, confirms that (i) this Offering Circular contains all
information with respect to the Issuer, the Certificates and the other Transaction Documents that is
material to the issuance and offering of the Certificates; (ii) such information is true and accurate in
every material respect and is not misleading in any material respect; (iii) the opinions, assumptions
and intentions expressed in this Offering Circular on the part of the Issuer are honestly held or made
and are not misleading in any material respect; (iv) this Offering Circular does not contain any
untrue statement of a material fact nor does it omit to state a material fact necessary to make the
statements herein, in light of the circumstances under which they were made, not misleading; and
(v) all reasonable enquiries have been made by the Issuer to ascertain and verify the foregoing.
No person has been authorised to give any information or to make any representation regarding the
Issuer, Dubai World and each of the Co-Obligors respectively, or the Certificates, other than as
contained in this Offering Circular or as approved for such purpose by the Issuer, Dubai World and
each of the Co-Obligors in connection with the offering of the Certificates. Any such representation
or information should not be relied upon as having been authorised by the Issuer, Dubai World, each
of the Co-Obligors or the Managers (as defined in Subscription and Sale). Neither the delivery of this
Offering Circular nor the offering, sale or delivery of any Certificate shall in any circumstances create
any implication that there hasnotbeen anadverse change, or any event reasonably likely to involve
any adverse change, in the condition (economic, political, financial or otherwise) of the Issuer, Dubai
World and each of the Co-Obligors since the date of this Offering Circular.
The Managers have not verified the information contained herein. Accordingly, no representation
or warranty is made or implied by any Manager or any of its respective affiliates and neither any
Manager nor any of its respective affiliates makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Offering
Circular or any other information provided by the Issuer in connection with the Certificates, their
distribution or their future performance.
This Offering Circular does not constitute an offer of, or an invitation to subscribe for or purchase,
any Certificates. It is intended only to provide information to assist potential investors in deciding
whether or not to subscribe for or purchase Certificates in accordance with the terms and conditions
specified herein. The Certificates may not be offered or sold, directly or indirectly, and this Offering
Circular may not be circulated,in any jurisdiction except in accordance with the legal requirements
applicable to such jurisdiction.
2
Level: 13 – From: 0 – Tuesday, December 12, 2006 – 4:06 pm – mac5 – 3586 Intro : 3586 Intro
The distribution of this Offering Circular and the offering, sale and delivery of Certificates may be
restricted by law in certain jurisdictions. Persons into whose possession this Offering Circular comes
are required by the Issuer, Dubai World, each of the Co-Obligors and the Managers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on
offers, sales and deliveries of Certificates and on distribution of this Offering Circular and other
offering material relating to the Certificates, see the section entitled Subscription and Sale
beginning on page158of this Offering Circular.
Neither this Offering Circular nor any other information supplied in connection with the Certificates
is intended to provide the basis of any credit or other evaluation or should be considered as a
recommendation by the Issuer, Dubai World, each of the Co-Obligors or the Managers that any
recipient of this Offering Circular should purchase any of the Certificates. Each investor
contemplating purchasing any Certificates should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer, Dubai
World and each of the Co-Obligors.
Prospective investors should rely only on the information contained in this document or to which
reference is made herein. Neither the Issuer, Dubai World nor any of the Co-Obligors has
authorised anyone to provide prospective investors with information that is different. This
document may only be used where it is legal to sell these securities. The information in this
document may only be accurate on the date of this document.
Notice to UK residents
The Certificates represent interests in a collective investment scheme (as defined in the Financial
Services and Markets Act 2000 (FSMA)) which has not been authorised, recognised or otherwise
approved by the U.K. Financial Services Authority (FSA). Each Certificate also represents an option
(as defined in the FSMA (Regulated Activities) Order 2001). Accordingly, this Offering Circular is not
being distributed to, and must not be passed on to, the general public in the United Kingdom. The
distribution in the United Kingdom of this Offering Circular and any other marketing materials
relating to the Certificates (A) if effected by a person who is not an authorised person under FSMA
or, in relation to the options, by an authorised person, is being addressed to, or directed at, only the
following persons: (i) persons who are Investment Professionals as defined in Article 19(5) of the
FSMA (Financial Promotion) Order 2005 (the Financial Promotion Order) and (ii) persons falling
within any of the categories of persons described in Article 49 (High net worth companies,
unincorporated associations, etc) of the Financial Promotion Order and (B) if effected by a person
who is an authorised person under FSMA, is being addressed to, or directed at, only the following
persons: (i) persons falling within one of the categories of Investment Professional as defined in
Article 14(5) of the FSMA (Promotion of Collective Investment Schemes) (Exemptions) Order 2001
(the Promotion of CISs Order), (ii) persons falling within any of the categories of person described
in Article 22 (High net worth companies, unincorporated associations, etc.)of the Promotion of CISs
Order and (iii) any other person to whom it may otherwise lawfully be made in accordance with the
Promotion of CISs Order. Persons of any other description in the United Kingdom may not receive
and should not act or rely on this Offering Circular or any other marketing materials in relation to
the Certificates.
Potential investors in the United Kingdom are advised that all, or most, of the protections afforded
by the United Kingdom regulatory system will not apply to an investment in the Certificates and that
compensation will not be available under the United Kingdom Financial Services Compensation
Scheme.
The contents of this Offering Circular as amended or supplemented from time to time have not been
approved by an authorised person in accordance with the rules of the FSA.
3
Level: 13 – From: 0 – Tuesday, December 12, 2006 – 4:06 pm – mac5 – 3586 Intro : 3586 Intro
Individuals intending to invest in any investment described in this Offering Circular should consult
theirprofessional advisersand ensure theyfully understandall the risks associated with making such
an investment and havesufficient financial resources to sustain any loss that may arise from it.
Certain Defined Terms and Conventions
References to Dubaiherein are to the Emirate of Dubai; and references to the UAEherein are to the
United Arab Emirates.
Totals in certain tables contained in the financial data under the heading Dubai World – Business
Description and Co-Obligor Group – Business Description of this Offering Circular may differ from
the sum of the individual items in such tables due to rounding.
All references in this document to US dollars and US$ refer to United States dollars being the legal
currency for the time being of the United States of America and all references to dirham and AED
refer to United Arab Emirates dirham being the legal currency for the time being of the United Arab
Emirates.
References to a billion are to a thousand million.
Forward looking Statements
Some statements in this Offering Circular may be deemed to be “forward-looking statements”.
Forward-looking statements include statements concerning the Issuer’s, Dubai World’s and the Co-
Obligors’ and each of the Co-Obligor’s direct and indirect Subsidiaries (as defined herein) (the Co-
Obligors, Nakheel PJSC and each of their respective direct and indirect Subsidiaries being referred
to as the Co-Obligor Group) plans, objectives, goals, strategies and future operations and
performance and the assumptions underlying these forward-looking statements. When used in this
document, the words “anticipates”, “estimates”, “expects”, “believes”, “intends”, “plans”, “aims”,
“seeks”, “may”, “will”, “should” and any similar expressions generally identify forward-looking
statements. These forward-looking statements are contained in Summary of the Offering, Risk
Factors, Dubai World – Business Description and Co-Obligor Group – Business Description and
other sections of this document. The Issuer, Dubai World and each Co-Obligor have based these
forward-looking statements on the current viewsof the Issuer’s, Dubai World’s or, as the case may
be, the Co-Obligor Group’s management with respect to future events and financial performance.
Although the Issuer, Dubai World and eachCo-Obligorbelieve that the expectations, estimates and
projections reflected in the Issuer’s, Dubai World’s or, as the case may be, each Co-Obligor’s
forward-looking statements are reasonable, if one or more of the risks or uncertainties materialise,
including those which the Issuer, Dubai World or each Co-Obligor has identified in this Offering
Circular, or if any of the Issuer’s, Dubai World’s or, as the case may be, eachCo-Obligor’s underlying
assumptions prove to be incomplete or inaccurate, the Issuer’s, Dubai World’s or, as the case may
be, the Co-Obligor Group’s actual results of operation may vary from those expected, estimated or
predicted.
These forward-looking statements speak only as at the date of this Offering Circular. Without
prejudice to any requirements under applicable laws and regulations, each of Dubai World, the Co-
Obligors and the Issuer expressly disclaims any obligation or undertaking to disseminate after the
date of this Offering Circular any updates or revisions to any forward-looking statements contained
herein to reflect any change in expectations thereof or any change in events, conditions or
circumstances on which any such forward-looking statement is based.
Certain Publicly Available Information
Certain statistical data and other information appearing in the Summary of the Offering and
Clearance and Settlement sections in this Offering Circular have been extracted from public
sources. None of the Managers, the Issuer, Dubai World or any of the Co-Obligors accept
responsibility for the factual correctness of any such statistics or information but each of the Issuer,
4
Level: 13 – From: 0 – Tuesday, December 12, 2006 – 4:06 pm – mac5 – 3586 Intro : 3586 Intro
Dubai World and the Co-Obligors accepts responsibility for accurately extracting and transcribing
such statistics and information and believe, after due inquiry, that such statistics and information
represent the most current publicly available statistics and information from such sources at the
dates and for the periods with respect to which they have been presented.
Presentation of Financial Information
Unless otherwise indicated, the financial information set out herein has been derived from the:
• Consolidated unaudited financial statements of NakheelCo LLC(Nakheel)for the six months
ended 30 June 2006; and
• Consolidated audited financial statements of Nakheelfor the years ended 31 December 2003,
31 December 2004 and 31 December 2005,
(together, the Financial Statements) and are set out on pages F-1 to F-60of this Offering Circular.
The Financial Statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) issued by the International Accounting Standards Board.
The first financial year of the Issuer will end on 31 December 2007. Dubai World and the Co-
Obligors are not required to, and do not, prepare or publish financial statements under UAE law.
5
Level: 13 – From: 0 – Tuesday, December 12, 2006 – 4:06 pm – mac5 – 3586 Intro : 3586 Intro
TABLE OF CONTENTS
TRANSACTION OVERVIEW................................................................................................................ 7
SUMMARY OF THE OFFERING.......................................................................................................... 8
PRONOUNCEMENT.............................................................................................................................. 34
RISK FACTORS...................................................................................................................................... 35
USE OF PROCEEDS .............................................................................................................................. 52
THE ISSUER............................................................................................................................................ 53
TERMS AND CONDITIONS OF THE CERTIFICATES .................................................................... 54
GLOBAL CERTIFICATE........................................................................................................................ 91
DUBAI WORLD – BUSINESS DESCRIPTION.................................................................................... 93
CO-OBLIGOR GROUP – BUSINESS DESCRIPTION........................................................................ 100
OVERVIEW OF THE UNITED ARAB EMIRATES ............................................................................ 133
SUKUK ASSETS...................................................................................................................................... 137
THE TRUST ASSETS ............................................................................................................................ 138
TAXATION ............................................................................................................................................ 153
CLEARANCE AND SETTLEMENT...................................................................................................... 156
SUBSCRIPTION AND SALE ................................................................................................................ 158
GENERAL INFORMATION.................................................................................................................. 162
APPENDIX1–FINANCIAL STATEMENTS OF NAKHEEL COLLC ............................................ 164
APPENDIX 2 – VALUATION REPORT.............................................................................................. 165
6
Level: 13 – From: 0 – Tuesday, December 12, 2006 – 4:07 pm – mac5 – 3586 Section 01 : 3586 Section 01
TRANSACTION OVERVIEW
The following is an overview of the structure and cashflows relating to the Certificates. This overview
does not purport to be complete and is qualified in its entirety by reference to, and must be read in
conjunction with, the detailed information appearing elsewhere in this Offering Circular and related
documents referred to herein. Potential investors should read the entire Offering Circular, especially
the risks in relation to investing in the Certificates discussed underRisk Factors.
Nakheel Holdings 1
(as Seller)
Nakheel Holdings 2 Nakheel Holdings 2
(as QPO Obligor) Sale of long (as Purchase
leasehold Proceeds Undertaking Obligor)
QPO Subscripton
moneys
Sale of long leasehold
QPO Shares
Relevant Exercise
Subscription Rights Price Purchase
Sale Undertaking Undertaking Dubai
World 1
Dubai World Guarantee
Rental
Nakheel Holdings 2 Nakheel Development
Co-Obligor Guarantee
(as Lessee) Limited Nakheel Holdings
(as Issuer) 1, Nakheel
Lease
Holdings 2,
Nakheel Holdings 3 2
Declaration of Trust Share Pledge
and Mortgages
Nakheel
Sukuk Holdings 13
QPO Proceeds Periodic Distribution Amounts,
Shares
Final Distribution Amount,
Additional Distribution Amounts,
QPO
Sukuk Issue Amount
Subscription
Moneys
Investors
1 The Dubai WorldGuaranteeguaranteesall of the Co-Obligors' payment obligations under the Transaction Documents.
2 The Co-Obligor Guarantee guarantees the obligations of each Co-Obligor under the Transaction Documents.
3 Mortgagesgranted by Nakheel Holdings 1 over the Property and Share Pledge granted by Nakheel Holdings 1over shares
to securethe payment obligationsof the Co-Obligorsunder the Transaction Documents.
7
Level: 13 – From: 0 – Tuesday, December 12, 2006 – 4:08 pm – mac5 – 3586 Section 02 : 3586 Section 02
SUMMARY OF THE OFFERING
The following summary does not purport to be complete and is qualified in its entirety by reference
to, and must be read in conjunction with, the detailed information appearing elsewhere in this
Offering Circular and the related documents referred to herein. Potential investors should read the
entire Offering Circular, especially the risks investing in the Certificates discussed underRisk Factors.
Unless the context requires otherwise, reference to a Condition is to a numbered condition of the
Terms and Conditions of the Certificates.
Certificateholders should note that through a combination of the Lease Agreement, the Purchase
Undertaking, the Mortgages, the Share Pledge, the Co-Obligor Guarantee and the Dubai World
Guarantee, the ability of the Issuer to pay the amounts due in respect of the Certificates will
ultimately be dependent on the Co-Obligors and Dubai World and through a combination of the
Subscription Rights Sale Undertaking and the Co-Obligor Guarantee, the ability of the Issuer to
deliver QPO Shares will ultimately be dependent on the Co-Obligors.
Parties
Issuer Nakheel Development Limited is a free zone company
incorporated on 9 November 2006 in accordance with
the Jebel Ali Free Zone Offshore Companies Regulations
2003 issued in accordance with Dubai Laws Nos. 1 and
4 of 2001.
Ownership of the Issuer The authorised share capital of the Issuer is 1 AED
consisting of 1 share with a nominal value of 1 AED. The
share is held on trust by Maples Finance Limited (the
Share Trustee) on the terms of a declaration of trust
(the Share Declaration of Trust) under which the Share
Trustee holds the share on trust for charity. It is not
anticipated that any distributions from the trust will be
made prior to the end of the Look Back Period (as
defined herein). The Share Trustee may not dispose of
the share prior to the end of the Look Back Period.
After the end of the Look Back Period, it is anticipated
that the Issuer shall be liquidated and any remaining
assets of the Issuer after payment of all outstanding
creditors of the Issuer shall be distributed to the Share
Trustee. After deduction of the Share Trustee’s fees and
expenses, any remaining funds shall be distributed to
charity pursuant to the terms of the Share Declaration
of Trust.
The Share Trustee is a company incorporated in the
Cayman Islands and regulated as a trust company
pursuant to the Bank and Trust Companies Act of the
Cayman Islands.
See The Issuerfor further information.
Seller Nakheel Holdings 1 (in such capacity, the Seller) shall
pursuant to a purchase agreement dated the Closing
Date (the Purchase Agreement) sell to the Issuer the
Sukuk Assets (as defined below).
8
Level: 13 – From: 0 – Tuesday, December 12, 2006 – 4:08 pm – mac5 – 3586 Section 02 : 3586 Section 02
Lessee Nakheel Holdings 2 (in such capacity, the Lessee) will
enter into a lease of the property comprising the Sukuk
Assets with the Issuer (in such capacity, the Lessor),
pursuant to a Lease Agreement (as defined below) for a
period of 3 years commencing on the Closing Date and
terminating on the Scheduled Redemption Date. The
lease is subject to early termination following an Event
of Default which is continuing (within the meaning of
the Lease Agreement) or Total Loss (as defined below).
Purchase Undertaking Obligor Nakheel Holdings 2 (in such capacity, the Purchase
Undertaking Obligor) shall execute the Purchase
Undertaking (as defined below) in favour of the Issuer,
pursuant to which the Purchase Undertaking Obligor
will undertake to, in certain circumstances, purchaseall
of the Issuer’s interest inthe Sukuk Assets from the Issuer.
Co-Obligors Each of Nakheel Holdings 1, Nakheel Holdings 2 and
Nakheel Holdings 3 (together, the Co-Obligors) shall
enter into the Co-Obligor Guarantee.
Servicing Agent Under the terms of the Servicing Agency Agreement(as
defined below), Nakheel Holdings 2 (in this capacity, the
Servicing Agent) will, amongst other things, be
responsible on behalf of theLessorfor the performance
of and/or payment in relation to, Major Maintenance
and Structural Repair, Proprietorship Taxes and
Insurances (each as defined herein) in respect of the
Sukuk Assets (the Services) and as provided in the
Servicing Agency Agreement.
Security Agent Dubai Islamic Bank PJSC.
Guarantor Dubai World, a public corporation established under
Dubai Law No.3 of 2006.
Trustee and Agent The Issuer will act as trustee(the Trustee)in respect of
the Trust Assets (as defined below) for the benefit of
Certificateholders in accordance with the Declaration of
Trust and the Conditions.
Pursuant to an Agency Declaration dated the Closing
Date made by the Issuer (the Agency Declaration), the
Issuer will also act as agent for and on behalf of
Certificateholders with respect to the Trust Assets.
Transaction Administrator Deutsche Bank AG, London Branch (the Transaction
Administrator) shall be appointed by the Trustee as
agent and representative of the Certificateholders. The
Issuer will act on the instructions of the Transaction
Administrator in respect of certain matters specified in
the Transaction Administration Deed (as defined
below).
Principal Paying and Exchange Agent, Deutsche Bank AG, London Branch.
Transfer Agent, Replacement Agent and
Calculation Agent
Registrar Deutsche Bank Luxembourg S.A.
9