Dubai Holding Commercial Operations Group LLC (Incorporated with Limited Liability in Dubai)
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Level: 8 – From: 8 – Monday, January 22, 2007 – 7:01 am – g5mac4 – 3621 Intro : 3621 Intro Prospectus Dubai Holding Commercial Operations MTN Limited (incorporated with limited liability in the Cayman Islands) U.S.$5,000,000,000 Debt Issuance Programme unconditionally and irrevocably guaranteed as to payment of principal and interest by Dubai Holding Commercial Operations Group LLC (incorporated with limited liability in Dubai) This Prospectus has been prepared for the purpose of giving information with regard to the issue of notes (“Notes”) issued under a debt issuance programme (the “Programme”) of Dubai Holding Commercial Operations MTN Limited (the “Issuer”) described in this Prospectus during the period of 12 months after the date hereof. Application has been made for such Notes to be admitted during the period of 12 months after the date hereof to listing on the Dubai International Financial Exchange (“DIFX”). Notes which are admitted to trading or listed on an exchange may subsequently be de-listed, as described in “General Information”. Notes may also be issued under the Programme which are admitted to trading or listed on a stock exchange other than the DIFX. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange or quotation system. The DIFX 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. Notes may only be offered in minimum denominations of at least ¤50,000 (or its equivalent in another currency) and as such will qualify as Restricted Securities within the meaning of the Listing Rules of the DIFX. Any sale or transfer of Notes after the date of issuance of such Notes may only be made in minimum denominations of ¤50,000 (or its equivalent in another currency). Dubai Holding Commercial Operations Group LLC (the “Company” or the “Guarantor”) will unconditionally and irrevocably guarantee on an unsecured basis all of the Issuer’s obligations pursuant to the Notes issued under the Programme. The Programme has been rated A1 by Moody's Investors Service Limited (“Moody’s”), A+ by Standard & Poor’s Rating Services, a division of The McGraw - Hill Companies, Inc. (“S&P”) and AA- by Fitch Ratings Ltd. (“Fitch”). Tranches (as defined herein) of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, the rating(s) will not necessarily be the same as the relevant rating(s) assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes will be issued only in bearer form and Notes having a maturity of more than one year are subject to United States tax law requirements. The Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, subject to certain exceptions. Each Series (as defined herein) of Notes will initially be represented on issue by a temporary global note in bearer form (each a “Temporary Global Note”) or a permanent global note in bearer form (each a “Permanent Global Note” and together with the Temporary Global Note, the “Global Notes”). Global Notes may be deposited on the issue date with a common depositary on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive notes are described in “Summary of Provisions Relating to the Notes While in Global Form”. Investing in the Notes involves risk. See “Risk Factors” beginning on page 10 of this Prospectus. Arranger JPMorgan Dealers ABN AMRO Barclays Capital BNP PARIBAS Citigroup Dresdner Kleinwort Emirates Bank International HSBC JPMorgan Mashreqbank Standard Chartered Bank The Royal Bank of Scotland 23 January 2007 Level: 8 – From: 8 – Monday, January 22, 2007 – 7:01 am – g5mac4 – 3621 Intro : 3621 Intro In this Prospectus, the terms the “Company” and the “Guarantor” refer to Dubai Holding Commercial Operations Group LLC. References to the “Issuer” are to Dubai Holding Commercial Operations MTN Limited. The Guarantor accepts responsibility for the information contained in this Prospectus and 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 its knowledge, in accordance with the facts and contains no omission likely to affect its import. The Issuer and the Guarantor, having made all reasonable enquiries, have confirmed to the Dealers named under “Subscription and Sale” below that as of the date of this Prospectus, this Prospectus contains all information that is material in the context of the issue and offering of the Notes; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that all proper inquiries have been made to ascertain and to verify the foregoing; and that this Prospectus does not contain any untrue statement of a material fact or fail to state a material fact necessary in order to make the statements herein, in the light of the circumstances under which they are made, not misleading. Each Tranche of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as amended and/or supplemented by a document specific to such Tranche called final terms (the “Final Terms”). This Prospectus must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. No person has been authorised to give any information or make any representation regarding the Issuer, the Guarantor, the Programme or the Notes other than as contained in this Prospectus. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Guarantor, the Dealers, the Trustee (as defined herein) or any of the respective affiliates of the Issuer, the Guarantor, the Dealers or the Trustee. Neither the delivery of this Prospectus, nor the offering, sale or delivery of any Notes shall under any circumstances imply that there has been no change in the business, results of operations, financial condition or prospects of the Issuer or the Guarantor since the date of this Prospectus. Neither the Trustee nor any Dealer makes any representation or warranty, expressed or implied, and accepts no responsibility, as to the accuracy or completeness of the information contained in this Prospectus. Nothing contained in this Prospectus is, nor should prospective investors rely upon anything as, a promise or representation by the Dealers or the Trustee as to the past or the future. By accepting delivery of this Prospectus, prospective investors agree to the foregoing. The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions is restricted by law. Each of the Issuer, the Guarantor, the Dealers and the Trustee requires that any prospective investors and anyone who receives this Prospectus inform themselves about and observe such restrictions. This Prospectus does not constitute, and may not be used for or in connection with, any offer to, or solicitation by, anyone in any jurisdiction in which, or to or by any person whom, such offer or solicitation would be unlawful. The Notes will be subject to restrictions on resale and transfer as described under “Subscription and Sale”. In particular, Notes have not been and will not be registered under the Securities Act, and Notes having a maturity of more than one year are subject to United States tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer, the Guarantor, the Dealer, the Trustee or any of them that any recipient of this Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Prospectus or any Final 2 Level: 8 – From: 8 – Monday, January 22, 2007 – 7:01 am – g5mac4 – 3621 Intro : 3621 Intro Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Guarantor. The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the Programme will not exceed U.S.$5,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated into U.S.$ at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Programme Agreement as defined under “Subscription and Sale”)). The maximum aggregate principal amount of Notes which may be outstanding and guaranteed at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Programme Agreement.