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National Central Cooling Company Pjsc NATIONAL CENTRAL COOLING COMPANY PJSC (a public joint stock company incorporated in the United Arab Emirates) U.S.$500,000,000 2.500 per cent. Notes due 2027 Issue Price: 98.864 per cent. Application has been made to the United Kingdom Financial Conduct Authority (the “FCA”) in its capacity as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) for the U.S.$500,000,000 2.500 per cent. Notes due 2027 (the “Notes”) of National Central Cooling Company PJSC (the “Issuer” and “Tabreed”) to be admitted to the official list of the FCA (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s regulated market (the “Market”). References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”). This Prospectus has been approved as a prospectus by the FCA, as competent authority under the Prospectus Regulation. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Interest on the Notes is payable semi-annually in arrear on 21 April and 21 October in each year, except that the first payment will be made on 21 April 2021. Payments on the Notes will be made without deduction for or on account of taxes of a Relevant Jurisdiction as described in Condition 10 (Taxation) (see “Terms and Conditions of the Notes” below). The Notes mature on 21 October 2027 but may be redeemed before then: (i) at the option of the Issuer in whole but not in part following the occurrence of a Tax Event or following any exercise by the Issuer of the Clean Up Call Option; and (ii) at the option of the Noteholders in whole or in part following the occurrence of a Change of Control Event and in whole following the occurrence of an Event of Default, in each case, at their principal amount together with accrued interest (each as described under Condition 9 (Redemption and Purchase). The Notes will be offered and sold in offshore transactions outside the United States in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). THE NOTES HAVE NOT BEEN NOR WILL BE REGISTERED UNDER THE U.S. SECURITIES ACT, OR ANY STATE SECURITIES LAW, AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. The Notes will be issued in registered form in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be represented by a global registered certificate (the “Global Certificate”) which will be registered in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited as nominee for and deposited with a common depositary for Euroclear Bank SA/NV (“Euroclear”), and Clearstream Banking, S.A. (“Clearstream, Luxembourg”) on or around 21 October 2020 (the “Closing Date”). Definitive certificates (the “Definitive Certificates”) evidencing holdings of Notes will be available only in certain limited circumstances. See “Summary of Provisions Relating to the Notes in Global Form”. The Notes are expected to be rated Baa3 by Moody’s Investors Service, Inc. (“Moody’s”) and BBB by Fitch Ratings Limited (“Fitch”). The Issuer’s current long-term rating by Moody’s is Baa3 (outlook stable) and by Fitch is BBB (outlook negative). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Moody’s is established in the United Kingdom (the “UK”). Fitch is established in the European Union (the “EU”) and domiciled in the UK. Each of Moody’s and Fitch is included in the list of credit rating agencies registered in accordance with Regulation (EC) No. 1060/2009 on Credit Rating Agencies as amended by Regulation (EU) No. 513/2011 (the “CRA Regulation”). This list is available on the European Securities and Markets Authority (“ESMA”) website (http://www.esma.europa.eu/page/list-registered-and-certified-CRAs). Investing in the Notes involves a certain risks. See “Risk Factors” below. Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers HSBC J.P. Morgan Joint Lead Manager Commercial Bank of Dubai P.S.C. The date of this Prospectus is 20 October 2020 IMPORTANT NOTICES This Prospectus constitutes a prospectus for the purpose of Article 6 of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and for the purpose of giving information with regard to the Issuer and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and the Group (as defined herein), the rights attaching to the Notes and the reasons for the issuance and its impact on the Issuer. The Issuer, having taken all reasonable care to ensure that such is the case, accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import. Third-party information contained in the sections entitled “Risk Factors”, “The District Cooling Industry”, “Overview of the UAE and the Emirate of Abu Dhabi” has been extracted from information published by the Organization of the Petroleum Exporting Countries, Dubai Regulatory and Supervisory Bureau for Electricity and Water, the International Monetary Fund, the UAE Federal Competitiveness and Statistics Authority, Statistics Centre – Abu Dhabi and Dubai Statistics Center, as the case may be. The Issuer 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 Organization of the Petroleum Exporting Countries, Dubai Regulatory and Supervisory Bureau for Electricity and Water, the International Monetary Fund, the UAE Federal Competitiveness and Statistics Authority, Statistics Centre – Abu Dhabi and Dubai Statistics Center, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Prospectus is to be read in conjunction with all the documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below). Save for the Issuer, no other party (including the Joint Lead Managers (as defined under “Subscription and Sale”) and any of their directors, affiliates, advisers or agents) has made an independent verification of the information contained in this Prospectus in connection with the issue or offering of the Notes and no representation or warranty, express or implied, is made by the Joint Lead Managers or any of their directors, affiliates, advisers or agents with respect to the accuracy or completeness of such information. No responsibility is accepted by the Joint Lead Managers or any of their directors, affiliates, advisers or agents for any act or omission of the Issuer or any other person (other than the relevant Joint Lead Manager) in connection with the issue and offering of the Notes. Nothing contained in this Prospectus is, is to be construed as, or shall be relied upon as, a promise, warranty or representation, whether to the past or the future, by the Joint Lead Managers or any of their respective directors, affiliates, advisers or agents in any respect. The contents of this Prospectus are not, are not to be construed as, and should not be relied on as, legal, business or tax advice and each prospective investor should consult its own legal and other advisers for any such advice relevant to it. No person is authorised to give any information or make any representation not contained in this Prospectus in connection with the issue and offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any of the Issuer or the Joint Lead Managers or any of their directors, affiliates, advisers or agents. The delivery of this Prospectus does not imply that there has been no change in the business and affairs of the Issuer since the date hereof or that the information herein is correct as of any time subsequent to its date. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Notes by any person in any jurisdiction where it is unlawful to make such an offer or solicitation. The distribution of this Prospectus and the offer or sale of the Notes in certain jurisdictions is restricted by law. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorised or is unlawful. In particular, this Prospectus does not constitute an offer of securities to the public in the United Kingdom.
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