NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 03 : 3776 Section 03GENERAL DESCRIPTION OF THE PROGRAMMEThe following is an overview of the principal features of the Programme. This overview does notcontain all of the information that an investor should consider before investing in Trust Certificatesand is qualified in its entirety by the remainder of this Base Prospectus and the applicable FinalTerms. Each investor should read the entire Base Prospectus and the applicable Final Termscarefully, especially the risks of investing in the Trust Certificates issued under the Programmediscussed under “Risk Factors.”Words and expressions defined in “Form of the Trust Certificates” and “Terms and Conditions ofthe Trust Certificates” shall have the same meanings in this general description. In particular, theexpressions “Trust Deed” and “Mudarabah Agreement” mean, in relation to each Series, theMaster Trust Deed when read together with the relevant Supplemental Trust Deed and the MasterMudarabah Agreement when read together with the relevant Supplemental MudarabahAgreement, respectively.The Programme provides a facility for the issuance of Trust Certificates in Series. The terms andconditions governing each Series of Trust Certificates will be the “Terms and Conditions of theTrust Certificates” as described herein, as modified or supplemented by the applicable Final Terms.The following is an overview of the principal features of the Trust Certificates.On the occasion of each issuance of Trust Certificates, the Issuer will receive contributions fromthe Certificateholders representing the proceeds of the Trust Certificates in the amount specifiedin the relevant Supplemental Trust Deed.The Issuer (acting in its capacity as Trustee) has agreed, on each occasion on which TrustCertificates of a Series are issued, to pay an equivalent amount to the proceeds of such issue, tothe Mudarib, pursuant to the Mudarabah Agreement. Under the Mudarabah Agreement, theMudarib will apply such proceeds as capital of the mudarabah (the Mudarabah). The relevantMudarabah will commence on the Issue Date of the relevant Series of Trust Certificates and willend on (a) the later of the Maturity Date and the date on which the relevant Series of TrustCertificates is redeemed in full or (b) in the event that the relevant Series of the Trust Certificatesis redeemed in full prior to its Maturity Date, on the day immediately following such redemption.The capital of each Mudarabah will be invested by the Mudarib in accordance with an investmentplan prepared by the Mudarib and scheduled to the relevant Supplemental Mudarabah Agreement(the Investment Plan). The relevant Investment Plan will permit certain investments to be madein NIG’s general business activities and will specify the anticipated net return on the capitalinvested.The relevant Investment Plan and the terms of the relevant Mudarabah Agreement willcontemplate that the Mudarabah will generate distributable profit which shall be distributed by theMudarib on each Periodic Distribution Date in the relevant pre-agreed proportions. In theMudarabah Agreement, the Mudarib will acknowledge that the Trustee is entering into theMudarabah Agreement on the basis of the projected return set out in the relevant Investment Planand will confirm that, in its view, the relevant projected return is attainable, although it will not inany way guarantee such projected return.In relation to each Series, (i) if the distributable profit payable to the Trustee is greater than therelevant Periodic Distribution Amount, the Mudarib shall be entitled to such excess distributableprofit for its own account by way of incentive fees for acting as the Mudarib and (ii) if suchdistributable profit is less than the relevant Periodic Distribution Amount, the Mudarib shall, as aseparate and independent obligation, undertake to provide Sharia compliant funding to ensure thatsuch payments may be made. The Mudarib will be repaid such Sharia compliant funding from anyfunds that may be available on the next succeeding Periodic Distribution Date for the same Series,in accordance with the priority of payments in Condition 5.2.18