4114 Cover Black Or Clean

Level: 6 – From: 6 – Wednesday, May 20, 2009 – 22:39 – Mac6 – 4114 Intro OFFERING CIRCULAR ATLANTIC FINANCE LIMITED A9.4.1.1 (incorporated in Jersey with limited liability) A9.4.1.2 A13.4.1 U.S.$1,250,000,000 8.75 per cent. Guaranteed Notes due 2014 A13.4.5 Unconditionally and irrevocably guaranteed by ALDAR PROPERTIES PJSC A6.1 (incorporated in Abu Dhabi with limited liability) A9.4.1.1 A9.4.1.2 A6.1 The issue price of the U.S.$1,250,000,000 8.75 per cent. Guaranteed Notes due 2014 (the Notes) of Atlantic Finance Limited A13.4.2 (the Issuer) is 100 per cent. of their principal amount. The Notes are unconditionally and irrevocably guaranteed by Aldar A13.4.5 Properties PJSC (Aldar or the Guarantor) pursuant to a deed of guarantee (the Guarantee). A13.4.8 Interest will be payable in arrear on 27 May and 27 November of each year (each an Interest Payment Date). Interest will accrue from and including 27 May 2009 to but excluding 27 May 2014 at a rate of 8.75 per cent. per annum as further described, and except as mentioned, in Condition 5. The Issuer may redeem the Notes at par at any time in the event of certain tax changes. The Notes mature on 27 May 2014. A13.4.9 Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial A13.5.1 Services and Markets Act 2000 (the UKLA) for the Notes to be admitted to the official list of the UKLA (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange. References in this Offering Circular to Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Regulated Market of the London Stock Exchange and have been admitted to the Official List. The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments. Investing in the Notes involves certain risks as more fully described in “Risk Factors”. The Notes and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as A9.3.1 amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States A13.2 and may not be offered, sold or delivered 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 Notes are being offered or sold (i) outside the United States to persons that are not U.S. persons in reliance on Regulation S (the Regulation S Notes) and (ii) within the United States in reliance on Rule 144A under the Securities Act (Rule 144A) only to persons who are both (a) “qualified institutional buyers” (each a QIB) within the meaning of Rule 144A and (b) “qualified purchasers” (each a QP) within the meaning of Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended (the Investment Company Act), and the rules and regulations thereunder, in each case acting for their own account or for the account of one or more QIBs who are also QPs (the Rule 144A Notes). Each purchaser of the Notes in making its purchase will be deemed to have made certain acknowledgements, representations and agreements. Prospective purchasers are hereby notified that sellers of the Rule 144A Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Notes are subject to other restrictions on transferability and resale, see “Subscription and Sale” and “Transfer Restrictions”. Delivery of the Notes in book entry form is expected to be on or about 27 May 2009 (the Closing Date). The Notes will be A13.4.13 issued in registered form in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. The Regulation S Notes will be represented at all times by interests in a registered form global note without coupons attached (the Regulation S Global Note), 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 Regulation S Global Note will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg. The Rule 144A Notes will be represented at all times by interests in a registered form global note A13.4.4 without coupons attached (the Rule 144A Global Note and, together with the Regulation S Global Note, the Global Notes) A13.4.13 deposited on or about the Closing Date with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (DTC). Interests in the Rule 144A Global Note will be shown on, and transfers thereof will be effected through, records maintained by DTC. Definitive Notes evidencing holdings of interests in the Global Notes will be issued in exchange for interests in the Global Notes only in certain limited circumstances described herein. A13.4.4 Joint Lead Managers and Joint Bookrunners Barclays Capital Goldman Sachs International National Bank of Abu Dhabi Joint Lead Manager Abu Dhabi Commercial Bank The date of this Offering Circular is 21 May 2009 Level: 6 – From: 6 – Wednesday, May 20, 2009620, Level: 6May –18:42 – From: 4 – Wednesday, –Mac Intro – 4114 2 Note: Not all of Aldar’s projects are depicted on this map. See “Description of Aldar – Projects” for a fuller description of Aldar’s completed and ongoing projects. Level: 6 – From: 6 – Wednesday, May 20, 2009 – 18:42 – Mac 4 – 4114 Intro This Offering Circular, with the exception of pages A-1 to A-17 inclusive, comprises a prospectus for the A9.1.1 purposes of Article 5.3 of Directive 2003/71/EC (the Prospectus Directive) and for the purpose of giving A9.1.2 information with regard to the Issuer, Aldar and the Notes which is necessary to enable investors to make an A13.1.1 informed assessment of the assets, liabilities, financial position, profit and losses and prospects of the Issuer, A13.1.2 Aldar and of the Notes. Each of the Issuer and Aldar has taken all reasonable care to ensure that such is the case, and confirms that the information contained in this Offering Circular is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Accordingly, each of the Issuer and Aldar accepts responsibility for the information contained in this Offering Circular. Certain information under the headings “Risk Factors”, “Management’s Discussion and Analysis of A9.13.2 Financial Condition and Results of Operations”, “Description of Aldar”“Overview of the UAE and Abu Dhabi”, “Relationship with the Government” and “Book-entry Clearance Systems” has been extracted from information provided by: • Colliers International, CB Richard Ellis, DTZ and the Organization of the Petroleum Exporting Countries (OPEC), in the case of “Risk Factors”; • Colliers International and CB Richard Ellis, in the case of “Management's Discussion and Analysis of Financial Condition and Results of Operations”; • the ADX and CB Richard Ellis, in the case of “Description of Aldar”; A13.7.4 • the International Monetary Fund, the Economist Intelligence Unit, Abu Dhabi National Oil Company, the UAE and Abu Dhabi governments, CB Richard Ellis, DTZ, Colliers International and Jones Lang LaSalle, in the case of “Overview of the UAE and Abu Dhabi”; • the Abu Dhabi government and the Abu Dhabi Executive Affairs Authority, in the case of “Relationship with the Government”; and • the clearing systems referred to therein, in the case of “Book-entry Clearance Systems”. Each of the Issuer and the Guarantor 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. The Notes have been rated A- by Standard & Poor’s Ratings Services, a division of The McGraw-Hill A13.7.5 Companies, Inc. (S&P) and A3 by Moody’s Investors Services Ltd. (Moody’s and, together with S&P, the Ratings Agencies). A rating is not a recommendation to buy, sell or hold securities, does not address the likelihood or timing of prepayment and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. A suspension, reduction or withdrawal of the rating assigned to the Notes may adversely affect the market price of the Notes. No person has been authorised to give any information or to make any representation regarding the Issuer, Aldar or the Notes other than as contained in this Offering Circular or as approved for such purpose by Aldar in connection with the offering of the Notes. Any such representation or information should not be relied upon as having been authorised by the Issuer, Aldar or any of the Managers named under “Subscription and Sale”. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or Aldar since the date of this Offering Circular.

Load more