ELECTRONIC VERSIONS OF THE MATERIALS (THESE 'MATERIALS') YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ACWA POWER COMPANY (“THE COMPANY”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.
IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.
Overseas persons
Viewing the information in these Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view these Materials.
The materials are for information purposes only and do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such offers or sales are unlawful (the "Excluded Jurisdictions"). Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Jurisdictions. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Jurisdictions or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.
The materials are only addressed to and directed at Saudi persons, non-Saudi natural persons who reside in the Kingdom of Saudi Arabia and Gulf Cooperation Council (the “GCC”) persons.
Basis of access
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the Excluded Jurisdictions or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
General
The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.
Neither these Materials nor anything contained therein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors may only subscribe in the securities referred to in these materials on the basis of a duly approved prospectus to be issued and published in due course (the “Prospectus”). Copies of the Prospectus will, following publication, be available in the Company’s registered office and its website at acwapower.com, which will include a red herring prospectus approved by the Capital Market Authority of the Kingdom of Saudi Arabia to be published upon Publication, provided that the Company will announce the proposed details related to the number of new shares, offer price and the resulting share capital increase post market close on the extraordinary general assembly meeting day and before the extraordinary general assembly meeting, and present such details related to the number of new shares, offer price and the resulting share capital increase to the shareholders during the extraordinary general assembly meeting for approval. The subscription to the rights issue shares will be in accordance with the subscription terms and condition set out in the prospectus published by the Company. The Offering will be subject to the shareholders' approval through the extraordinary general assembly meeting, and the Company will then publish the final prospectus that includes the number of new shares, offer price and the resulting share capital increase, which will be made available post the extraordinary general assembly approval.
These Materials are not an offer document for the purposes of the Rules on the Offer of Securities and Continuing Obligations (OSCOs) and should not be construed as such. The Capital Market Authority of the Kingdom of Saudi Arabia and the Saudi Exchange (Tadawul) do not take any responsibility for the contents of these Materials, do not make any representations as to their accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of these Materials.
There is no guarantee that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering at this stage. These Materials do not constitute a recommendation concerning the Offering. Acquiring shares to which these Materials relate may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments.
Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guarantee of future performance of the Company or its securities.
Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
In the event of any discrepancy between these Materials and the Arabic language Prospectus, the Arabic language Prospectus will prevail.
These Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form.
You are responsible for protecting against viruses and other destructive items. Your receipt of these Materials via electronic transmission 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.
ELECTRONIC VERSIONS OF THE MATERIALS (THESE 'MATERIALS') YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ACWA POWER COMPANY (“THE COMPANY”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.
IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.
Overseas persons
Viewing the information in these Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view these Materials.
The materials are for information purposes only and do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such offers or sales are unlawful (the "Excluded Jurisdictions"). Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Jurisdictions. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Jurisdictions or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.
The materials are only addressed to and directed at Saudi persons, non-Saudi natural persons who reside in the Kingdom of Saudi Arabia and Gulf Cooperation Council (the “GCC”) persons.
Basis of access
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the Excluded Jurisdictions or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
General
The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.
Neither these Materials nor anything contained therein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors may only subscribe in the securities referred to in these materials on the basis of a duly approved prospectus to be issued and published in due course (the “Prospectus”). Copies of the Prospectus will, following publication, be available in the Company’s registered office and its website at acwapower.com, which will include a red herring prospectus approved by the Capital Market Authority of the Kingdom of Saudi Arabia to be published upon Publication, provided that the Company will announce the proposed details related to the number of new shares, offer price and the resulting share capital increase post market close on the extraordinary general assembly meeting day and before the extraordinary general assembly meeting, and present such details related to the number of new shares, offer price and the resulting share capital increase to the shareholders during the extraordinary general assembly meeting for approval. The subscription to the rights issue shares will be in accordance with the subscription terms and condition set out in the prospectus published by the Company. The Offering will be subject to the shareholders' approval through the extraordinary general assembly meeting, and the Company will then publish the final prospectus that includes the number of new shares, offer price and the resulting share capital increase, which will be made available post the extraordinary general assembly approval.
These Materials are not an offer document for the purposes of the Rules on the Offer of Securities and Continuing Obligations (OSCOs) and should not be construed as such. The Capital Market Authority of the Kingdom of Saudi Arabia and the Saudi Exchange (Tadawul) do not take any responsibility for the contents of these Materials, do not make any representations as to their accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of these Materials.
There is no guarantee that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering at this stage. These Materials do not constitute a recommendation concerning the Offering. Acquiring shares to which these Materials relate may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments.
Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guarantee of future performance of the Company or its securities.
Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
In the event of any discrepancy between these Materials and the Arabic language Prospectus, the Arabic language Prospectus will prevail.
These Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form.
You are responsible for protecting against viruses and other destructive items. Your receipt of these Materials via electronic transmission 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.
[Kindly refer to the Bonds Offering Memorandum for more information that is available under Fixed Income/Bond Data on the website.]
ACWA POWER MANAGEMENT AND INVESTMENTS ONE LIMITED
(incorporated under the laws of the Dubai International Financial Centre)
US$814,000,000 5.95% Senior Secured Bonds due 2039
We are offering US$814,000,000 5.95% Senior Secured Bonds due 2039 (the "Bonds," and such offering, the "Offering").Interest on the Bonds will accrue from the Issue Date (as defined herein) at a rate of 5.95% per annum and will be payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2017. Principal on the Bonds will be payable semiannually in installments, pursuant to an amortization schedule set forth herein, on June 15 and December 15 of each year, commencing on June 15, 2021. Unless previously redeemed or purchased and canceled, the Bonds will mature on December 15, 2039.
ACWA Power Management and Investments One Limited (the "Issuer," "we" or "us"), is a limited company incorporated under the laws of the Dubai International Financial Centre ("DIFC") as a wholly owned subsidiary of ACWA Power Company, A Saudi Listed Joint Stock Company ("ACWA Power").
The Bonds will be our senior obligations, will rank senior in right of payment to all existing and future debt that is expressly subordinated in right of payment to the Bonds and will rank pari passu in right of payment with all existing and future debt that is not so subordinated. None of ACWA Power, Arabian Company for Water and Power Projects ("APP") or First National Operations & Maintenance Company Limited ("NOMAC"), or any of their respective subsidiaries and affiliates, the Project Companies (as defined herein) or any other person will guarantee the Bonds.
On the Issue Date (as defined herein), our obligations under the Bonds will be secured by a security interest over the Issue Date Bond Collateral (as defined herein). As of the date of this offering memorandum (the "Offering Memorandum"), ACWA Power is in the process of restructuring NOMAC as described under "NOMAC Restructuring." As set out herein, upon the transfer of shares of NOMAC to NOMAC Holding Company (as defined herein), the obligations under the Bonds will be secured by a security interest over the Post-Closing Bond Collateral (as defined herein and, together with the Issue Date Bond Collateral, the "Bond Collateral"). To the extent permitted under the Indenture, ACWA Power Sukuk SPC Limited, a special purpose company incorporated in DIFC with limited liability (and owned by a trustee for the benefit of a charity) may issue senior secured Sukuk trust certificates (the "Trust Certificates") which will share in the Bond Collateral and have the benefit of the assigned cash flows, as described below. If such Trust Certificates are issued, then the holders of the Trust Certificates will have the benefit of a separate collateral package over largely the same assets as the Bond Collateral (excluding the security over certain of our accounts and the pledge over our shares which will be pledged solely to the Offshore Bond Security Agent (as defined herein) for the benefit of the Bondholders (as defined herein)) (the "Sukuk Collateral"). In this case, the collateral will secure the Bonds, any Additional Bonds permitted to be incurred under the Indenture and such Trust Certificates on a pro rata basis based on the aggregate principal amount of the Bonds and Additional Bonds (as defined in the "Description of the Bonds") issued and outstanding and the face amount of the Trust Certificates issued and outstanding. Pursuant to the terms of the Collateral Coordination Agreement (as defined in "Description of the Bonds"), any proceeds received upon any enforcement action over any Bond Collateral will be applied to repayment of all obligations under the Bonds and any Additional Bonds permitted to be incurred under the Indenture, and any proceeds received upon any enforcement action over any Sukuk Collateral will be applied in repayment of all obligations under the Trust Certificates. The Collateral Coordination Agreement will provide for equalization between the Bondholders and the holders of the Trust Certificates in the event that, following such application, the proceeds of enforcement are insufficient to discharge all of the liabilities in respect of both the Bonds and the Trust Certificates. The proceeds from the enforcement of the Bond Collateral may not be sufficient to satisfy the obligations owed to the Bondholders and certain of the Bond Collateral may be released or be subject to certain approvals upon enforcement. See "Risk Factors—Risks Related to the Bonds and the Bond Collateral—Risks Related to the Bond Collateral—The value of the Bond Collateral securing the Bonds may not be sufficient to satisfy our obligations under the Bonds and the Bond Collateral securing the Bonds may be reduced or diluted under certain circumstances." The validity and enforceability of the security interests will be subject to certain limitations. See "Risk Factors—Risks Related to the Bonds and the Bond Collateral" and "Certain Limitations on Validity and Enforceability of Civil Claims and Security Interests." The security interests may be released under certain circumstances.
We may redeem all or a portion of the Bonds at a redemption price equal to 100% of the principal amount of the Bonds redeemed plus accrued and unpaid interest and additional amounts, if any, to the redemption date and a "make whole" premium, if any, as set out in this Offering Memorandum. In addition, we may redeem all, but not less than all, of the
Bonds in the event of certain changes in tax law at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. Upon the occurrence of certain events constituting a change of control, we may be required to make an offer to repurchase all of the Bonds at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. We may also be required to redeem the Bonds under certain specified circumstances as more fully described in "Description of the Bonds—Mandatory Redemption."
The Offering Memorandum includes information relating to the terms of the Bonds, including redemption and repurchase prices, covenants and transfer restrictions. See "Description of the Bonds."
Investing in the Bonds involves a high degree of risk. See "Risk Factors' beginning on page 52 of the Offering Memorandum.
The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act'), or the laws of any other jurisdiction. The Bonds are being offered within the United States only to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A") and to persons outside the United States in reliance on Regulation S under the Securities Act ("Regulation S"). For a description of selling and transfer restrictions, and further details about eligible offerees, see "Notice to Investors," "Plan of Distribution—Selling Restrictions' and "Transfer Restrictions" in the Offering Memorandum. You are hereby notified that sellers of the Bonds may be relying on the exemption from Section 5 of the Securities Act provided by Rule 144A.
[Kindly refer to the Bonds Offering Memorandum for more information that is available under Fixed Income/Bond Data on the website.]
