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Sadara Basic Services Company Sukuk Prospectus-English Part 1.Pdf SBSC PROSPECTUS PART 1 OF 2: THIS MUST BE READ IN CONJUNCTION WITH SBSC PROSPECTUS PART 2 (AVAILABLE ON THE WEBSITE OF THE CAPITAL MARKET AUTHORITY WWW.CMA.ORG.SA) Part 1 of 2 PROSPECTUS SADARA BASIC SERVICES COMPANY (a joint stock company incorporated under the laws of The Kingdom pursuant to Ministerial Resolution 29/Q dated 11 Safar 1434H, corresponding to 24 December 2012G) Commercial register number 2055018374 dated 3 Rabi' al-Awwal 1434H, corresponding to 15 January 2013G is Offering SAR 50,000 DENOMINATED CERTIFICATES DUE ON THE SCHEDULED TERMINATION DATE The SAR 50,000 denominated certificates, due on the Scheduled Termination Date (theCertificates ), are being issued at par, without discount or premium. The Certificates will be the subject of a declaration of agency (the Declaration of Agency) dated on or before the Closing Date between, among others, Sadara Basic Services Company (the Issuer), Sadara Chemical Company (Sadara), HSBC Saudi Arabia Limited (the Certificateholders' Agent) and Deutsche Bank Trust Company Americas (the Intercreditor Agent). Pursuant to the Declaration of Agency, the Issuer covenants, inter alia, to hold the Sukuk Assets as agent for the benefit of the holders of the Certificates (theCertificateholders ), pro rata according to the face amount of Certificates held by each Certificateholder, in accordance with the Declaration of Agency and the terms and conditions of the Certificates starting on page 63 of this Prospectus (theConditions ). The Certificateholders' Agent will hold the benefit of the covenants and undertakings given by the Issuer and Sadara under the Declaration of Agency as agent on behalf of the Certificateholders. Pursuant to the terms of the Finance Documents (as defined in the Conditions) to which each of them is a party, Sadara will pay certain amounts to the Issuer in consideration for the rental of certain assets (as more particularly described herein), and the Issuer will utilize such amounts to meet its obligations to pay the amounts due by it from time to time under the Certificates. The obligation of Sadara to make such payments to the Issuer is, prior to and excluding the Project Completion Date, guaranteed by the Completion Guarantors pursuant to the Completion Guarantees. On each Periodic Distribution Date in respect of a Return Accumulation Period, the Issuer will pay the Periodic Distribution Amounts to the Certificateholders calculated on the basis of SAIBOR plus a specified Sukuk Margin (as defined in this Prospectus), applied to the outstanding amount of the Certificates as at the commencement of that Return Accumulation Period. On each Periodic Distribution Date prior to the First Repayment Date, the Certificates may be partially redeemed pro rata at an aggregate amount equal to, if any, the Early Distribution Amounts (as defined in Condition 8.6 (Partial redemption)). On each Periodic Distribution Date falling after the First Repayment Date, the Issuer will partially redeem the Certificates pro rata in an aggregate amount equal to the sum of (a) the Fixed Distribution Amounts (as defined in Condition 8.6 (Partial redemption)), and (b) if any, the Early Distribution Amounts. Unless previously redeemed in full in accordance with Condition 8 (Capital Distributions), the Certificates will be redeemed on the Periodic Distribution Date immediately following the Final Distribution Date (being the earlier of 15 December 2028 and the 21st Payment Date falling after the First Repayment Date, subject to adjustment in accordance with the applicable business day convention) (such final Periodic Distribution Date, the Scheduled Termination Date) at the applicable Termination Distribution Amount (as defined in Condition 8.1 Scheduled( Termination)). The Certificates may be redeemed prior to the Scheduled Termination Date, in full at the applicable Termination Distribution Amount, in certain circumstances pursuant to Conditions 8.2 (Early Termination for Tax Reasons), 8.3 (Early Termination at the Option of the Issuer), and 8.4 (Termination Following an Intercreditor Event), and may become immediately due and payable in accordance with Conditions 8.5 (Termination Following a Termination Event) and 12 (Termination Event). The offering, sale and delivery of the Certificates is limited solely to natural persons who are nationals of The Kingdom or other legal persons with a permanent establishment in The Kingdom holding a current commercial registration number issued by the Ministry of Commerce and Industry, and which, in either case, maintains a bank account in The Kingdom. The distribution of this Prospectus and the offering, sale and delivery of the Certificates in any jurisdictions other than The Kingdom may be restricted by law. Any person who comes into possession of this Prospectus is required by the Issuer, Sadara and the Joint Lead Managers and Joint Bookrunners to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Certificates and on distribution of this Prospectus and other offering material relating to the Certificates, see the section of this Prospectus entitled Subscription" And Sale". The Certificates are subject to restrictions on transferability and resale and may not be transferred or resold, except as permitted underApplicable Law. This Prospectus is not for distribution in the United Kingdom. No offer or sale or solicitation of any offer or sale is being made to any person in the United Kingdom. The shareholders of the Issuer are Sadara Sukuk Wahid B.V., Sadara Sukuk Ithnayn B.V., Sadara Sukuk Thalatha B.V., Sadara Sukuk Arba'a B.V. and Sadara Sukuk Khamsa B.V. Each of these entities is wholly owned by Sadara. For information in relation to the substantial shareholders of the Issuer, see the sections of this Prospectus entitled "Description of the Issuer" and "Description of Sadara". For information in relation to the terms and conditions of the Certificates, see the section of this Prospectus entitled Terms" and Conditions of the Certificates". For information in relation to the target participants, see the section of this Prospectus entitled "Subscription And Sale". Neither the Issuer nor Sadara have any listed shares or debt instruments prior to the offer by the Issuer hereunder. The application has been made, and all requirements have been met, for the Certificates to be admitted to listing on the Saudi Stock Exchange. The authorized share capital of the Issuer is SAR2 million divided into 200,000 authorized ordinary shares of equal value of SAR10 each all of which have been issued and are fully paid up. 20% of the Issuer's issued share capital is held by Sadara Sukuk Wahid B.V., 20% of the Issuer's issued share capital is held by Sadara Sukuk Ithnayn B.V., 20% of the Issuer's issued share capital is held by Sadara Sukuk Thalatha B.V., 20% of the Issuer's issued share capital is held by Sadara Sukuk Arba'a B.V. and 20% of the Issuer's issued share capital is held by Sadara Sukuk Khamsa B.V., as described in the section of this Prospectus entitled "Description of the Issuer", subsection "General". Capitalized terms used but not otherwise defined in the body of this Prospectus have the meaning given to them in the section of this Prospectus entitled "Glossary of Certain Defined Terms". Investing in the Certificates involves risks that are described in the section of this Prospectus entitled "Risk Factors". The purpose and nature of the information contained in this Prospectus is set out in the section of this Prospectus entitled "Important Notice". Joint Lead Managers and Joint Bookrunners Joint Lead Managers and Joint Bookrunners www.sadara.com Albilad Investment Company Alinma Investment Company Deutsche Securities Saudi Arabia Riyad Capital www.sadara.com Albilad Investment Company Alinma Investment Company Deutsche Securities Saudi Arabia Riyad Capital This Prospectus includes information given in compliance with the Listing Rules issued by the Authority. The directors of the Issuer and Sadara, whose names appear in the sections of this Prospectus entitled "Description of the Issuer" and "Description of Sadara" respectively, collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The Authority and The Saudi Stock Exchange Company (Tadawul) do not take any responsibility for the contents of this Prospectus, do not make any representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Prospectus. This unofficial English translation of the official Arabic Prospectus is provided for information purposes only. The Arabic prospectus published on the Authority›s website (www.cma.org.sa) remains the only official, legally binding version and shall prevail in the event of any conflict between the two texts. This Prospectus is dated 13/3/2013G (expected to correspond to 1/5/1434H) Sadara Basic Services Company The Certificates will be issued in registered form in denominations of SAR50,000 and integral multiples of SAR50,000 in excess thereof, subject to a minimum subscription amount of SAR1 million. Transfers of Certificates shall be permitted as further set out in the Conditionsprovided that, from and
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