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134762 Hannibal Bond Final Prospectus Pt1.Qxp

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134762 Hannibal Bond Final Prospectus Pt1.Qxp IMPORTANT NOTICE THIS PROSPECTUS IS AVAILABLE ONLY TO (1) QUALIFIED INSTITUTIONAL BUYERS WHO ARE ALSO QUALIFIED PURCHASERS (EACH DEFINED BELOW) OR (2) CERTAIN PERSONS OUTSIDE OF THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this notice (the “Prospectus”), and you are therefore advised to read this notice carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Issuer, the Guarantor or the Joint Lead Managers (each as defined in the Prospectus) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. NEITHER THE SECURITIES NOR THE GUARANTEES DESCRIBED IN THE PROSPECTUS HAVE BEEN, OR WILL BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (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., 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 ISSUER IS NOT, AND WILL NOT BE, REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS PROSPECTUS MAY ONLY BE COMMUNICATED TO PERSONS IN THE UNITED KINGDOM IN CIRCUMSTANCES WHERE SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 DOES NOT APPLY. THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of your Representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the securities, investors must be either (1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) who are also Qualified Purchasers (“QPs”) (within the meaning of the Investment Company Act), or (2) non-U.S. persons within the meaning of Regulation S under the Securities Act outside the U.S. The Prospectus is being sent at your request and by accepting this e-mail and accessing the Prospectus, you shall be deemed to have represented to the Issuer, the Guarantor and the Joint Lead Managers that (1) you and any customers you represent are either (a) QIBs who are also QPs or (b) non-U.S. persons within the meaning of Regulation S under the Securities Act outside the U.S., (2) unless you are a QIB who is also a QP, the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S., (3) you are a person who is permitted under applicable law and regulation to receive the Prospectus and (4) you consent to delivery of the Prospectus by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The Prospectus does not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that an offering of securities described herein be made by a licensed broker or dealer and the Joint Lead Managers or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Joint Lead Managers or such affiliate on behalf of the Issuer in such jurisdiction. The 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 Issuer, the Guarantor, the Joint Lead Managers nor any person who controls them nor any director, officer, employee nor agent of them or 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 Issuer, the Guarantor and the Joint Lead Managers. Please ensure that your copy is complete. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail 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. PROSPECTUS WAHA AEROSPACE B.V. (incorporated with limited liability in the Netherlands, having its corporate seat in Amsterdam) U.S.$1,500,000,000 3.925 per cent. Guaranteed Bonds due 2020 unconditionally and irrevocably guaranteed by Emirate of Abu Dhabi Issue Price: 100 per cent. The U.S.$1,500,000,000 3.925 per cent. Guaranteed Bonds due 2020 (the “Bonds”) are being offered (i) inside the United States to persons who are both “qualified institutional buyers” in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” within the meaning of Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations thereunder (such Bonds, the “Rule 144A Bonds”) and (ii) outside the United States to non-U.S. persons, within the meaning of, and in reliance on Regulation S under the Securities Act (such Bonds, the “Regulation S Bonds”). Waha Aerospace B.V. (the “Issuer”) will pay interest on the Bonds semi-annually in arrear on 28 January and 28 July in each year (each an “Interest Payment Date”). The first such payment will be made on 28 January 2011. The Issue Price set forth above does not include accrued interest, if any. Interest on the outstanding principal amount of the outstanding Bonds will accrue from and including 28 July 2010 (the “Issue Date”). Except as set forth herein, payments in respect of the Bonds will be made without any deduction or withholding for or on account of taxes of the United Arab Emirates (“UAE”), the Emirate of Abu Dhabi or The Netherlands or any political subdivision thereof or any authority therein or thereof having power to tax. The Bonds will be redeemed in instalments on each Interest Payment Date commencing on the Interest Payment Date falling on 28 January 2011. The instalment amounts are set out in Condition 6(b). In addition, the Issuer may, at its option, redeem all, but not some only of the outstanding Bonds at any time at their outstanding principal amount, plus any accrued interest, in the event of certain tax changes as described in Condition 6(c). Unless previously redeemed or purchased and cancelled, the outstanding Bonds will be redeemed at their then outstanding principal amount on 28 July 2020. See “Terms and Conditions of the Bonds”. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the Bonds to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Bonds to be admitted to trading on the London Stock Exchange’s regulated market. References in this Prospectus to Bonds being “listed” (and all related references) shall mean that the Bonds have been admitted to the Official List and have been admitted to trading on the London Stock Exchange’s regulated market. The London Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). Prospective investors should review the factors described under the section headed “Risk Factors” in this Prospectus. Neither the Bonds nor the guarantees of the Bonds (the “Guarantees”) have been or will be registered under the Securities Act or any U.S. state securities laws and the Bonds may not be offered or sold in the United States unless an exemption from the registration requirements of the Securities Act is available and the offer or sale is made in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. The Bonds are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”) and within the United States only to persons who are both “qualified institutional buyers” (“QIBs”) in reliance on Rule 144A under the Securities Act (“Rule 144A”) and “qualified purchasers” (“QPs”) within the meaning of Section 2(a)(51)(A) of the Investment Company Act and the rules and regulations thereunder. The Issuer has not registered and does not intend to register as an investment company under the Investment Company Act.
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