important notice this prospectus may only be distributed to persons who are not us persons

488 Pages·2013·6.47 MB·English

IMPORTANT NOTICE
THIS PROSPECTUS MAY ONLY BE DISTRIBUTED TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED IN REGULATION S (‘‘REGULATION S’’) UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’)) AND ARE OUTSIDE
OF THE UNITED STATES.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the preliminary prospectus attached to this electronic transmission and you are therefore
advised to read this disclaimer carefully before reading, accessing or making any other use of the
attached preliminary prospectus (the ‘‘Prospectus’’). In accessing the Prospectus, 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 Sukuk Funding (No. 3) Limited (the ‘‘Trustee’’) or Aldar
Properties PJSC (‘‘Aldar’’) as a result of such access.
Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES OR IN ANY JURISDICTION WHERE
IT IS UNLAWFUL TO DO SO. THE SECURITIES TO BE ISSUED HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS
OF ANY STATE OF THE U.S. OR OTHER JURISDICTIONS AND MAY NOT BE OFFERED
OR SOLD WITHIN THE U.S. OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT
PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
OR LOCAL SECURITIES LAWS.
THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGERS (AS
DEFINED BELOW) AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER.
ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED
PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH
THIS DIRECTIVE OR ANY OTHER APPLICABLE RULES OR REGULATIONS MAY
RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES
LAWS OF OTHER JURISDICTIONS.
UNDER NO CIRCUMSTANCES SHALL THIS PROSPECTUS CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.
THIS PROSPECTUS IS NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON
TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. RATHER, THE
COMMUNICATION OF THIS PROSPECTUS 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, OR TO OTHER PERSONS TO WHOM THIS PROSPECTUS MAY OTHERWISE
BE DISTRIBUTED WITHOUT CONTRAVENTION OF SECTION 21 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, 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.
Confirmation of Your Representation: By accessing this Prospectus you confirm to Dubai Islamic Bank
PJSC, Goldman Sachs International, National Bank of Abu Dhabi PJSC, First Gulf Bank PJSC and
Standard Chartered Bank as joint lead managers (together the ‘‘Joint Lead Managers’’), Abu Dhabi
Islamic Bank PJSC and Union National Bank PJSC (the ‘‘Senior Co-Lead Managers’’ and, together
with the Joint Lead Managers, the ‘‘Managers’’) and the Trustee, as issuer of the Certificates (as
defined in the attached Prospectus), that: (i) you understand and agree to the terms set out herein; (ii)
you consent to delivery of the Prospectus and any amendments or supplements thereto by electronic
transmission; (iii) you will not transmit the attached Prospectus (or any copy of it or part thereof) or
disclose, whether orally or in writing, any of its contents to any other person except with the prior
written consent of the Managers; and (iv) you acknowledge that you will make your own assessment
regarding any credit, investment, legal, taxation or other economic considerations with respect to your
decision to subscribe or purchase any of the Certificates.
You are reminded that the attached Prospectus has been delivered to you on the basis that you are a
person into whose possession this Prospectus may be lawfully delivered in accordance with the laws
of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this
Prospectus, electronically or otherwise, to any other person. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other jurisdictions.
If you received this Prospectus by e-mail, you should not reply by e-mail to this announcement. Any
reply e-mail communications, including those you generate by using the ‘‘Reply’’ function on your
email software, will be ignored or rejected. If you receive this Prospectus by e-mail, your use of this
email is at your own risk and it is your responsibility to take precautions to ensure that it is free
from viruses and other items of a destructive nature.
The materials relating to the offering do not constitute, and may not be used in connection with, an
offer or solicitation in any place where such offers or solicitations are not permitted by law. No
action has been taken or will be taken in any jurisdiction by the Trustee, Aldar or the Managers that
would, or is intended to, permit a public offering of the securities, or possession or distribution of the
Prospectus or any other offering or publicity material relating to the securities, in any country or
jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be
made by a licensed broker or dealer and the Managers or any affiliate of the Managers is a licensed
broker or dealer in that jurisdiction the offering shall be deemed to be made by the Managers or
such affiliate on behalf of the Trustee in such jurisdiction.
Under no circumstances shall the Prospectus constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Recipients of the attached document 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 the final prospectus.
This Prospectus has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission
and consequently none of the Managers, the Trustee, Aldar nor any person who controls or is a
director, officer, employee or agent of the Managers, the Trustee, Aldar nor any affiliate of any such
person accepts any liability or responsibility whatsoever in respect of any difference between the
Prospectus distributed to you in electronic format and the hard copy version available to you on
request from the Managers.
The distribution of the Prospectus in certain jurisdictions may be restricted by law. Persons into
whose possession the attached document comes are required by the Managers, the Trustee and Aldar
to inform themselves about, and to observe, any such restrictions.
31.1.72:5forP
PROSPECTUS DATED 27 NOVEMBER 2013
SUKUK FUNDING (NO. 3) LIMITED
(incorporated as an exempted company in the Cayman Islands with limited liability)
U.S.$750,000,000 Trust Certificates due 2018
The U.S.$750,000,000 Trust Certificates due 2018 (the ‘‘Certificates’’) of Sukuk Funding (No. 3) Limited (in its capacity as
issuer and as trustee, the ‘‘Trustee’’) will be constituted by a declaration of trust (the ‘‘Declaration of Trust’’) dated 3 December
2013 (the ‘‘Closing Date’’) entered into between the Trustee, Aldar Properties PJSC (‘‘Aldar’’) and Citibank N.A., London
Branch in its capacity as the delegate of the Trustee (the ‘‘Delegate’’). The Certificates confer on the holders of the Certificates
from time to time (the ‘‘Certificateholders’’) the right to receive certain payments (as more particularly described herein) arising
from a pro rata ownership interest in the assets of a trust declared by the Trustee pursuant to the Declaration of Trust (the
‘‘Trust’’) over the Trust Assets (as defined below) which will include, inter alia: (i) the Asset Portfolio (as defined herein); and
(ii) the rights of the Trustee under the Transaction Documents (as defined herein).
On 3 June and 3 December in each year commencing on 3 June 2014 (each, a ‘‘Periodic Distribution Date’’), the Trustee will
pay Periodic Distribution Amounts (as defined herein) to Certificateholders calculated at the rate of 4.348 per cent. per annum
on the outstanding face amount of the Certificates as at the beginning of the relevant Return Accumulation Period (as defined
herein) on the basis of a year of 12 30-day months divided by 360.
The Trustee will pay such Periodic Distribution Amounts solely from the proceeds received in respect of the Trust Assets which
include payments by Aldar in its capacity as lessee under the Lease Agreement (as defined herein). Unless previously redeemed
in the circumstances described in Condition 14 (Capital Distributions of the Trust) and Condition 15 (Dissolution Events), the
Certificates will be redeemed on 3 December 2018 (the ‘‘Scheduled Dissolution Date’’) at the Dissolution Amount (as defined
herein). The Trustee will pay Dissolution Amounts solely from the proceeds received in respect of the Trust Assets which
include payments by Aldar under the Purchase Undertaking, Sale Undertaking and the Service Agency Agreement (each as
defined herein). All payments in respect of the Certificates will be made in accordance with, and subject to the provisions of,
the terms and conditions of the Certificates (the ‘‘Conditions’’).
The Certificates will be limited recourse obligations of the Trustee. An investment in the Certificates involves certain risks. For a
discussion of these risks, see ‘‘Risk Factors’’.
This Prospectus has been approved by the Central Bank of Ireland (the ‘‘Central Bank’’) as competent authority under
Directive 2003/71/EC, as amended (the ‘‘Prospectus Directive’’). The Central Bank only approves this Prospectus as meeting the
requirements imposed under Irish and European Union (‘‘EU’’) law pursuant to the Prospectus Directive. Application has been
made to the Irish Stock Exchange for the Certificates to be admitted to its official list (the ‘‘Official List’’) and to be admitted
to trading on its regulated market (the ‘‘Main Securities Market’’). Such approval relates only to the Certificates which are to
be admitted to trading on the Main Securities Market or any other regulated markets for the purposes of Directive 2004/39/EC
(each such regulated market being a ‘‘MiFID Regulated Market’’) or which are to be offered to the public in any member state
of the European Economic Area (each a ‘‘Member State’’).
Upon issue, the Certificates are expected to be assigned a rating of BB by Standard & Poor’s Credit Market Services Europe
Limited (‘‘S&P’’) and Ba2 by Moody’s Investors Service Ltd. (‘‘Moody’s’’). Moodys has assigned the UAE a rating of Aa2 with
a stable outlook, see page 127. Each of Moody’s and S&P is established in the European Union and is registered under
Regulation (EC) No. 1060/2009 (as amended) (the ‘‘CRA Regulation’’). As such, each of Moody’s and S&P is included in the
list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with
such Regulation.
A rating is not a recommendation to buy, sell or hold the Certificates (or beneficial interests therein), does not address the
likelihood or timing of repayment and may be subject to revision, suspension or withdrawal at any time by the assigning rating
organisation. Please also refer to ‘‘Credit ratings may not reflect all risks’’ in the Risk Factors section of this Prospectus.
The Certificates may only be offered, sold or transferred in registered form in minimum face amounts of U.S.$200,000 and
integral multiples of U.S.$1,000 in excess thereof.
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 or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S
under the Securities Act (‘‘Regulation S’’)) except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Certificates may be offered
or sold solely to persons who are not U.S. persons outside the United States in reliance on Regulation S. Each purchaser of
the Certificates is 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 represented by
interests in a global certificate in registered form (the ‘‘Global Certificate’’) deposited on or about the Closing Date with, and
registered in the name of a nominee for, a common depositary (the ‘‘Common Depositary’’) for Euroclear Bank S.A/N.V.
(‘‘Euroclear’’) and Clearstream Banking, socie´te´ 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 Certificates will be issued in exchange for interests in the Global
Certificate only in certain limited circumstances described herein
The transaction structure relating to the Certificates (as described in this Prospectus) has been approved by the Fatwa and
Shari’a Supervision Board of Dubai Islamic Bank and Dar Al Sharia Legal and Financial Consultancy and the Shari’a
Supervisory Committee of Standard Chartered Bank. Prospective Certificateholders should not rely on such approvals in
deciding whether to make an investment in the Certificates and should consult their own Shari’a advisers as to whether the
proposed transaction described in such approvals referred to above is in compliance with Shari’a principles.
Global Coordinator and Joint Lead Manager
Standard Chartered Bank
Joint Lead Managers
Dubai Islamic Bank PJSC First Gulf Bank PJSC Goldman Sachs International
National Bank of Abu Dhabi PJSC
Senior Co-Lead Managers
Abu Dhabi Islamic Bank PJSC Union National Bank PJSC
The date of this Prospectus is 27 November 2013
IMPORTANT NOTICES
This Prospectus comprises a prospectus for the purposes of giving information with regard to the
Trustee, Aldar and the Certificates which, according to the particular nature of the Trustee, Aldar
and of the Certificates, is necessary to enable investors to make an informed assessment of the assets
and liabilities, financial position, profit and losses and prospects of the Trustee and Aldar.
The Trustee and Aldar accept responsibility for the information contained in this Prospectus and each
declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus is, to the best of the knowledge of each of the Trustee and Aldar, in
accordance with the facts and does not omit anything likely to affect the import of such information.
Certain information under the headings ‘‘Description of the Business’’ and ‘‘Overview of the UAE and
the Emirate of Abu Dhabi’’ has been extracted from information provided by or obtained from, the
International Monetary Fund, the UAE National Bureau of Statistics, Abu Dhabi Statistics Centre,
the Organisation of Petroleum Exporting Countries, the UAE Ministry of Economy, the UAE Central
Bank and the Abu Dhabi Department of Economic Development and, in each case, the relevant
source of such information is specified where it appears under those headings.
Neither the Trustee nor Aldar accepts responsibility for the factual correctness of any such
information, but each of the Trustee and Aldar 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.
None of the Managers, the Delegate or the Agents has independently verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is
made and no responsibility or liability is accepted by any of them as to the accuracy, adequacy,
reasonableness or completeness of the information contained or incorporated in this Prospectus or
any other information provided by the Trustee or Aldar in connection with the Certificates.
No person is or has been authorised by the Trustee or Aldar to give any information or to make any
representation not contained in or not consistent with this Prospectus or any other document entered
into in relation to the Certificates and, if given or made, such information or representation should
not be relied upon as having been authorised by the Trustee, Aldar, the Delegate or any of the
Managers. None of the Managers, the Delegate or the Agents, or any of their respective affiliates
make any representation or warranty or accept any liability as to the accuracy or completeness of the
information contained in this Prospectus. Neither the delivery of this Prospectus nor the offering, sale
or delivery of the Certificates shall, in any circumstances, create any implication that the information
contained in this Prospectus is correct subsequent to 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, or any event reasonably likely to involve any adverse change, in the prospects or the financial
or trading position of the Trustee or Aldar since the date hereof or, if later, the date upon which this
Prospectus has been most recently amended or supplemented or that any other information supplied
in connection with the Certificates is correct at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
No comment is made, or advice given by, the Trustee, Aldar or the Managers in respect of taxation
matters relating to the Certificates or the legality of the purchase of the Certificates by an investor
under applicable or similar laws. Any investor in the Certificates should be able to bear the economic
risk of an investment in the Certificates for an indefinite period of time.
EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISER,
LEGAL ADVISER AND BUSINESS ADVISER AS TO TAX, LEGAL, BUSINESS AND
RELATED MATTERS CONCERNING THE PURCHASE OF CERTIFICATES.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy Certificates
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offering, sale and delivery of the Certificates
in certain jurisdictions may be restricted by law. None of the Trustee, Aldar, the Managers, the
Delegate or the Agents represents that this Prospectus may be lawfully distributed, or that Certificates
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 assumes any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Trustee,
Aldar, the Managers, the Delegate or the Agents which is intended to permit a public offering of the
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Certificates or distribution of this Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, the Certificates 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 comes are required by the Trustee,
Aldar and the Managers to inform themselves about and to observe any such restrictions. In
particular, there are restrictions on the distribution of this Prospectus and the offer or sale of the
Certificates in the United States, the United Kingdom, Japan, the United Arab Emirates (excluding
the Dubai International Financial Centre), the Dubai International Financial Centre, the Kingdom of
Saudi Arabia, the Kingdom of Bahrain, the State of Qatar (excluding the Qatar Financial Centre),
Singapore, Hong Kong, the Cayman Islands, Switzerland and Malaysia. For a description of the
restrictions on offers, sales and deliveries of Certificates and on the distribution of this Prospectus and
other offering material relating to the Certificates, see ‘‘Subscription and Sale’’.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase Certificates
and should not be considered as a recommendation by the Managers, Trustee, Aldar, the Delegate or
the Agents or any of them that any recipient of this Prospectus should subscribe for, or purchase,
Certificates. Each recipient of this Prospectus shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Trustee and Aldar. None of the Managers,
the Delegate or the Agents accepts any liability in relation to the information contained in this
Prospectus or any other information provided by the Trustee or Aldar in connection with the
Certificates.
The Certificates may not be a suitable investment for all investors. Each potential investor in
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, including where the currency of payment is different from the potential investor’s
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 for
economic and other factors that may affect its investment and its ability to bear the applicable
risks.
The Certificates are complex financial instruments. Sophisticated institutional investors generally do
not purchase complex financial instruments as stand-alone investments. They purchase complex
financial instruments as a way to reduce risk or enhance yield with an understood, measured,
appropriate addition of risk to their overall portfolios. A potential investor should not invest in the
Certificates unless it has the expertise (either alone or with a financial adviser) to evaluate how the
Certificates will perform under changing conditions, the resulting effects on the value of the
Certificates and the impact this investment will have on the potential investor’s overall investment
portfolio.
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent: (i) Certificates are legal investments for it; (ii) Certificates can
be used as collateral for various types of borrowing; and (iii) other restrictions apply to its purchase
or pledge of Certificates. Financial institutions should consult their legal advisers or the appropriate
regulators to determine the appropriate treatment of Certificates under any applicable risk-based
capital or similar rules.
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Stabilisation
In connection with the issue of the Certificates, Standard Chartered Bank (the ‘‘Stabilising Manager’’)
(or persons acting on behalf of the Stabilising Manager) may effect transactions with a view to
supporting the market price of the Certificates at a level higher than that which might otherwise
prevail, but in so doing, the Stabilising Manager shall act as principal and not as agent of the
Trustee or Aldar. 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 Closing Date and, if begun, may be ended 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. The Stabilising Manager (or persons acting on behalf of the Stabilising Manager) must
conduct such stabilisation in accordance with all applicable laws and rules. Any loss or profit
sustained as a consequence of any such stabilisation shall be proportioned in accordance with the
International Capital Market Association Standard Form Agreement Among Managers version 1.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some statements in this Prospectus may be deemed to be ‘‘forward-looking statements’’. When used
in this Prospectus, the words ‘‘anticipates’’, ‘‘estimates’’, ‘‘expects’’, ‘‘believes’’, ‘‘intends’’, ‘‘plans’’,
‘‘aims’’, ‘‘seeks’’, ‘‘may’’, ‘‘will’’, ‘‘should’’ and any similar expressions generally identify forward-
looking statements. All statements other than statements of historical fact included in this Prospectus,
including without limitation, those regarding Aldar’s financial position, business strategy, management
plans and objectives for future operations, are forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause
Aldar’s actual results, performance or achievements, or industry results, to be materially different
from those expressed or implied by these forward-looking statements. These forward-looking
statements are based on numerous assumptions regarding Aldar’s present and future business
strategies and the environment in which Aldar operates in the present and future.
Important factors that could cause Aldar’s business, actual results of operations, financial condition
or cash flows to differ materially from Aldar’s current expectations, include, but are not limited to:
* economic and financial markets conditions in the UAE generally and in Abu Dhabi in
particular;
* the performance of the property market in Abu Dhabi and the wider region;
* Aldar’s relationship with the Government generally, including its ability to obtain land from the
Government and to obtain requisite governmental or regulatory approvals and permits to
undertake planned or proposed development projects;
* Aldar’s ability to achieve and manage the growth of its business;
* Aldar’s ability to realise the benefits it expects from existing and future investments in its
existing operations and pending real estate projects;
* development and construction risks;
* Aldar’s ability to obtain external financing or maintain sufficient capital to fund its existing and
future operations;
* changes in political, social, legal or economic conditions in the markets in which Aldar and its
customers operate;
* changes in the competitive environment in which Aldar operates;
* failure to comply with regulations applicable to Aldar’s business;
* removal or adjustment of the peg between the U.S. dollar and the dirham;
* actions taken by Aldar’s joint venture partners that may not be in accordance with its policies
and objectives;
* changes in political, social, legal or economic conditions in Abu Dhabi, the UAE or the Middle
East; and
* the additional risks and uncertainties listed under the section entitled ‘‘Risk Factors’’.
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to, those discussed under ‘‘Risk Factors’’. Forward-looking statements
speak only as at the date of this Prospectus. Without prejudice to any requirements under applicable
laws and regulations, the Trustee and Aldar expressly disclaim any obligation or undertaking to
disseminate 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
forward-looking statement is based after the date of this Prospectus. Given the uncertainties of
forward-looking statements, the Trustee and Aldar cannot assure investors that projected results or
events will be achieved and the Trustee and Aldar caution investors not to place undue reliance on
these.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
PRESENTATION OF FINANCIAL INFORMATION
This Prospectus includes the following financial information:
* for Aldar, the consolidated annual financial statements as at and for the year ended 31 December
2012 (the ‘‘Aldar 2012 Financial Statements’’) and as at and for the year ended 31 December
2011 (the ‘‘Aldar 2011 Financial Statements’’ and, together, the ‘‘Aldar Annual Financial
Statements’’);
* for Sorouh Real Estate Company PJSC (‘‘Sorouh’’), the consolidated annual financial statements
as at and for the year ended 31 December 2012 (the ‘‘Sorouh 2012 Financial Statements’’) and as
at and for the year ended 31 December 2011 (the ‘‘Sorouh 2011 Financial Statements’’ and,
together, the ‘‘Sorouh Annual Financial Statements’’); and
* for the Group, the unaudited condensed consolidated interim financial statements as at and for
the nine months ended 30 September 2013 (the ‘‘2013 Interim Financial Statements’’).
The Aldar Annual Financial Statements and the Sorouh Annual Financial Statements (together, the
‘‘Annual Financial Statements’’) were prepared in accordance with International Financial Reporting
Standards (‘‘IFRS’’) and have been audited without qualification by Deloitte & Touche (M.E.).
The 2013 Interim Financial Statements were prepared in accordance with International Accounting
Standard 34 ‘‘Interim Financial Reporting (IAS 34)’’ and have been reviewed without qualification by
Deloitte & Touche (M.E.).
MERGER
On 27 June 2013, the UAE Ministry of Economy declared the merger between Aldar and Sorouh to
be effective, the assets and liabilities of Sorouh were assumed by Aldar in consideration for the issue
of 3,381,000,000 new Aldar shares to Sorouh shareholders, and Sorouh was subsequently dissolved
pursuant to the provisions of Article 280 of UAE Federal Law No. 8 of 1984 relating to Commercial
Companies (as amended) (together, the ‘‘Merger’’). Aldar was nominated as the acquirer and as such
the 2013 Interim Financial Statements reflect the acquisition of Sorouh by Aldar. In accordance with
IFRS, the Group’s management determined the Merger to be effective for accounting purposes from
15 May 2013.
As a result of the Merger:
* the 2013 Interim Financial Statements present the condensed consolidated statement of financial
position of Aldar as at 30 September 2013 reflecting the acquisition of Sorouh from 15 May
2013, whilst the comparative financial information included in the 2013 Interim Financial
Statements (the ‘‘2012 comparative information’’) presents the condensed statement of financial
position of Aldar only as at 31 December 2012; and
* the condensed consolidated income statement, statement of comprehensive income and statement
of cash flows for the nine months ended 30 September 2013 in the 2013 Interim Financial
Statements includes Aldar’s results of operations and cash flows for the whole period including
the acquisition of Sorouh from 15 May 2013 (the effective date of the Merger for IFRS
purposes), whilst the 2012 comparative information includes only Aldar’s results of operations
and cash flows for the nine months ended 30 September 2012.
Note 21 to the 2013 Interim Financial Statements provides further details of the Merger, including
the Sorouh subsidiaries and non-controlling interests acquired, the Sorouh assets and liabilities
recognised at the date of acquisition and the AED 2.6 billion gain arising on the Merger. Under
IFRS acquisition accounting rules, all of Sorouh’s assets and liabilities were required to be fair valued
at 15 May 2013. Potential investors should note that these and other fair valuation calculations
carried out as part of the Merger process had only been provisionally determined based on
management’s best estimate of the likely values by 30 September 2013 and are subject to adjustment.
Any such adjustments may also impact the recognised fair values of other assets acquired through the
Merger.
The revenue for the nine months ended 30 September 2013 attributable to Sorouh that was included
in the 2013 Interim Financial Statements was AED 678.9 million. Had the effective date of the
Merger been 1 January 2013, the revenue of the Group would have been AED 1,126 million higher
(at AED 5,181 million) and its profit would have been unchanged at AED 1,819.5 million.
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PRESENTATION OF STATISTICAL INFORMATION
The statistical information in the section entitled ‘‘Overview of the UAE and Abu Dhabi’’ has been
derived from a number of different identified sources. All statistical information provided in that
section may differ from that produced by other sources for a variety of reasons, including the use of
different definitions and cut-off times. The data set out in that section relating to Abu Dhabi’s gross
domestic product (‘‘GDP’’) for 2012 is preliminary and subject to change. In addition, GDP data for
certain earlier years may also be subject to revision in future periods and certain other historical data
set out in that section may be subject to future adjustment.
DEFINED TERMS RELATING TO THE GROUP’S LAND BANK AND PROJECTS
The Group has significant holdings of both freehold and long-leasehold land, almost all of which has
been granted to it by the Government. All land held by the Group, apart from certain land held by
it as lessee on short-term leases and certain land which has been sold to joint ventures, is referred to
in this Offering Circular as the Group’s ‘‘land bank’’. The Group’s land bank includes land which has
been developed and retained by the Group, land which is under development by the Group and land
which is currently not in any stage of development. This last category is referred to as the Group’s
‘‘undeveloped land bank’’.
The Group has completed, or is in the process of undertaking, development projects on a significant
part of the land comprised in the land bank as well on certain land held on short-term leases that
has been excluded from the land bank.
The Group’s land bank comprises land which may be held by it for capital appreciation and/or
income generation purposes (for example, through the leasing of developments constructed or
proposed to be constructed on the land). This land is accounted for in the Financial Statements as
investment property and is referred to in this Prospectus as ‘‘investment property’’.
Investment properties include land on which no development work has been undertaken, land on
which development work is being undertaken and land on which a development has been completed.
In this last case, all or parts of the completed development are intended to be leased by the Group
(as ‘‘lessor’’) or to generate revenue for it in some other way. This last category of investment
property is also referred to in this Prospectus as ‘‘income-generating properties’’. Income-generating
properties are spread across all major asset classes, including residential properties at a number of its
developments, office towers in separate developments, retail malls and hotels and hotel apartments.
The Group may also hold land which it intends to sell. This land can be categorised into two types.
The first type comprises undeveloped plots within existing proposed developments in respect of which
a master plan may have been prepared by the Group and certain infrastructure work (such as the
building of roads, bridges, canals and tunnels) may have been carried out by the Group. These plots,
which the Group expects to sell to third party developers for development by them in accordance
with the Group’s master plan, are referred to in this Prospectus as ‘‘development land’’. For
accounting purposes, they were classified as ‘‘land held for resale’’ by Sorouh and are classified as
‘‘development work in progress’’ by Aldar and are also classified as ‘‘land held for resale’’ by the
Group. The second type comprises land on which developments have been completed or are in the
process of being completed. This land is referred to in this Prospectus as ‘‘completed properties’’.
Completed properties will typically comprise residential units and can be pre-sold during the course of
their construction. For accounting purposes, these properties are classified as ‘‘development work in
progress’’ if still under construction and as ‘‘inventory’’ once completed.
CERTAIN OTHER DEFINED TERMS AND CONVENTIONS
Capitalised terms which are used but not defined in any section of this Prospectus will have the
meaning attributed thereto in the Conditions or any other section of this Prospectus. In addition, the
following terms as used in this Prospectus have the meanings defined below:
* references to ‘‘Aldar’’ as at any period after 27 June 2013 are references to the combined
business following the Merger;
* references to ‘‘Aldar’’ and the ‘‘Group’’ herein include references to ‘‘Aldar’s’’ consolidated
subsidiaries, associated companies and joint ventures unless the context does not permit;
* references to ‘‘Abu Dhabi’’ and the ‘‘Emirate’’ herein are to the Emirate of Abu Dhabi;
* references to the ‘‘UAE’’ herein are to the United Arab Emirates;
* references to the ‘‘Government’’ herein are to the government of Abu Dhabi;
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* references to the ‘‘GCC’’ are to the Gulf Cooperation Council (comprising Bahrain, Kuwait,
Oman, Qatar, Saudi Arabia and the UAE);
* references to the ‘‘MENA region’’ are to the region comprising the Middle East and North
Africa; and
* references to ‘‘2010’’, ‘‘2011’’ and ‘‘2012’’ are to the year ended 31 December in each such year.
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 which precede them.
All references in this Prospectus to ‘‘U.S. dollars’’, ‘‘U.S.$ ‘‘ and ‘‘$’’ 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 UAE dirham, being the legal currency for the time being of the UAE.
The dirham has been pegged to the U.S. dollar since 22 November 1980. The mid-point between the
official buying and selling rates for the dirham is at a fixed rate of AED 3.6725 = U.S.$1.00.
References to a ‘‘billion’’ are to a thousand million.
Foreign Language
The language of the Prospectus is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them
under applicable law.
NOTICE TO UK RESIDENTS
The Certificates constitute ‘‘alternative finance investment bonds’’ within the meaning of Article 77A
of the Financial Services and Markets Act 2000 (‘‘FSMA’’) as amended by the Financial Services and
Markets Act 2000 (Regulated Activities) (Amendment) Order 2010.
Potential investors in the United Kingdom in the Certificates 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.
Any individual intending to invest in the Certificates should consult his professional adviser and ensure
that he fully understands all the risks associated with making such an investment and that he has
sufficient financial resources to sustain any loss that may arise from such investment.
CAYMAN ISLANDS NOTICE
No invitation whether directly or indirectly may be made to any member of the public of the
Cayman Islands to subscribe for the Certificates and this Prospectus shall not be construed as an
invitation to any member of the public of the Cayman Islands to subscribe for the Certificates.
NOTICE TO KINGDOM OF BAHRAIN RESIDENTS
In relation to investors in the Kingdom of Bahrain, the Certificates and related offering documents
may only be offered in registered form to existing account holders and accredited investors as defined
by the Central Bank of Bahrain (the ‘‘CBB’’) in the Kingdom of Bahrain where such investors make
a minimum investment of at least U.S.$100,000 or any equivalent amount in other currency or such
other amount as the CBB may determine.
This offer 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). This
Prospectus and related offering documents have not been and will not be registered as a prospectus
with the CBB. Accordingly, no securities may 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 securities, whether
directly or indirectly, to persons in the Kingdom of Bahrain, other than to accredited investors for an
offer outside Bahrain.
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