ACWA Power Management and Investments One Limited (the “Issuer”), a limited company incorporated under the laws of the Dubai International Financial Center (the “DIFC”), issued $814 million aggregate principal amount of 5.95% senior secured bonds due 2039 (the “Bonds”) under an indenture, dated as of May 15, 2017 (the “Indenture”), among, inter alios, the Issuer, Arabian Company for Water and Power Projects (“APP”), First National Operations & Maintenance Company Limited (“NOMAC”), Citibank, N.A., London Branch, as trustee (the “Bond Trustee”), Citibank, N.A., London Branch, as the off-shore security agent (the “Offshore Bond Security Agent”), Arab National Bank, as the onshore security agent (the “Onshore Bond Security Agent”), and the other parties thereto in a private transaction that is not subject to the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The terms of the Bonds include those set forth in the Indenture. The Indenture is not qualified under, or does not incorporate or include or is not subject to any of the provisions of the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Consequently, the Bondholders generally are not entitled to the protections provided under the Trust Indenture Act to the holder of bonds issued under a qualified indenture.
The Issuer is a wholly-owned subsidiary of International Company for Water and Power Projects (ACWA Power), a joint stock company established under the laws of the Kingdom of Saudi Arabia. ACWA Power, APP, NOMAC and each of their respective Subsidiaries, affiliates and joint ventures and the Project Companies are separate and distinct legal entities and have no obligations, contingent or otherwise, to pay any amount due pursuant to the Bonds, or to make any funds available thereof.
The information contained in these documents are for background purposes only and do not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in these documents or its accuracy, fairness or completeness.
These documents are not for publication or distribution, directly or indirectly, in or into the United States. The distribution of these documents may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
These documents do not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in any jurisdiction, including the United States, Saudi Arabia, Australia, Canada or Japan.
The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of any securities discussed herein is being made in the United States.