ALINTA SCHEME OF ARRANGEMENT RECEIVES FINAL COURT APPROVAL

Transcription

1 ASX Release 17 August 2007 ALINTA SCHEME OF ARRANGEMENT RECEIVES FINAL COURT APPROVAL International investment and advisory firm Babcock & Brown announced that the Federal Court had today approved the Babcock & Brown/Singapore Power International Consortium s (the Consortium) proposal to acquire 100% of Alinta Limited (Alinta) via a Scheme of Arrangement (the Scheme). Phil Green Chief Executive of Babcock & Brown said We are pleased to have secured the final approvals required in the Scheme process and look forward to completing the transaction on 31 August and commencing the task of integrating the assets Babcock & Brown Infrastructure (ASX: BBI) and Babcock & Brown Power (ASX: BBP) have acquired and delivering on the significant benefits we have identified through the process. We would like to thank our partners on this transaction, Singapore Power International Pte Ltd (SPI). We believe partnering with SPI has given us a unique capacity to deliver the maximum consideration to Alinta shareholders whilst still delivering value to our own stakeholders. We would also like to thank the Alinta Board and management team who have worked tirelessly to achieve the best outcome for Alinta shareholders. Peter Hofbauer Global Head of Infrastructure said The assets acquired by BBI and BBP are strategically important infrastructure assets which we believe will deliver long term value for security holders and significant expansion opportunities for both funds. Babcock & Brown Wind Partners (ASX: BBW) has announced that it will use the net proceeds attributable to its rights in relation to the Wattle Point wind farm to fund more attractive investment opportunities. We look forward to welcoming Alinta shareholders as investors in our family of infrastructure funds and will continue to focus on ensuring we deliver all security holders attractive and sustainable cash distributions as well as the benefits of long term capital growth.

2 Please see attached announcements released by BBI, BBW and BBP. Further Information: Kelly Hibbins Babcock & Brown About Babcock & Brown Babcock & Brown is a global investment and advisory firm with longstanding capabilities in structured finance and the creation, syndication and management of asset and cash flow-based investments. Babcock & Brown was founded in 1977 and is listed on the Australian Stock Exchange. Babcock & Brown operates from 29 offices across Australia, North America, Europe, Asia, United Arab Emirates and Africa and has in excess of 1000 employees worldwide. Babcock & Brown has five operating divisions including real estate, infrastructure and project finance, operating leasing, structured finance and corporate finance. The company has established a funds management platform across the operating divisions that has resulted in the creation of a number of focused investment vehicles in areas including real estate, renewable energy and infrastructure. For further information about Babcock & Brown please see our website:

3 ASX Release 17 August 2007 ALINTA UPDATE: SCHEME DOCUMENTS APPROVED BY COURT The Federal Court today granted approval of the Alinta Schemes of Arrangement relating to the Babcock & Brown / Singapore Power Consortium Proposal to acquire Alinta BBI component of the offer consideration is $2.92 per Alinta share or $2.566 billion 1 (Enterprise Value) pre transaction costs and provisions The five Alinta businesses being acquired by BBI will be value accretive to BBI and represent a unique opportunity to further expand BBI s Australian energy transmission and distribution footprint BBI will become a significant non-government owner of gas transmission in Western Australia and Tasmania Post completion, BBI s market capitalisation will increase, elevating BBI in the ASX All Ordinaries Index and will provide increased liquidity in BBI securities BBI reaffirms distribution guidance of 15 cents per security for FY08 and 16 cents per security for FY09 2 Babcock & Brown Infrastructure (ASX:BBI) is pleased to announce that today the Federal Court approved the Alinta Schemes of Arrangement, in relation to the proposal by the Babcock & Brown (ASX:BNB) and Singapore Power International Pte Ltd ( SPI ) consortium ( Consortium ), to acquire all of the shares in Alinta (ASX:AAN). As previously announced, BBI has agreed to acquire five businesses currently owned by Alinta 3. Under the Proposal, the purchase of these assets will be funded through the issue to Alinta shareholders of BBI stapled securities and up to 800 million BBI Exchangeable Preference Shares ( BBI EPS ) which have a 1 Based on the VWAP of the Consideration Securities over the five business days up to and including 27 June No adjustment has been made to the VWAP to take account of the B&B Fund Securities trading cum distribution for two Business Days during the five Business Day period as the VWAP reflects the actual VWAP over that period 2 The distribution guidance for the FY08 & FY09 periods is based on the following assumptions: Completion of the DBCT expansion in line with schedule and no material adverse change to key tax or regulatory environments 3 Refer to the attached Appendix A for details of the five businesses to be acquired if the Scheme is approved and implemented.

4 par value of $1. BBI will issue approximately 377 million stapled securities (assuming the BBI EPS are fully allotted). Jeff Kendrew, Acting CEO of BBI said Securing the Alinta assets represents a unique opportunity for BBI to further expand its Australian energy transmission and distribution footprint, further tap into the fast growing Western Australian energy market and is consistent with BBI s strategy of acquiring, managing and operating attractive, essential and reliable infrastructure assets in Australia that provide stable and predictable distributions. These assets will also provide potential for future capital growth. We look forward to quickly integrating the Alinta businesses into the BBI portfolio. TIMETABLE VWAP pricing period for allotment of securities August Commencement of trading in BBI securities on a deferred settlement basis 30 August Alinta businesses roll into BBI portfolio 1 September Despatch of holding statements to Alinta shareholders 7 September Allotment of BBI and BBI EPS securities 7 September Please also see the attached Babcock & Brown (ASX:BNB) announcement, also released today. ENDS Further Enquiries Jeff Kendrew Acting Chief Executive Officer Babcock & Brown Infrastructure Helen Liossis Investor Relations Manager Babcock & Brown Infrastructure

5 Appendix A: BBI is acquiring a major Transmission and Distribution business from Alinta ( BBI Alinta ) Overview of the business Geographical locations of the assets West O&M (100%) Provides full range of operational and maintenance services to a broad range of businesses such as AGN, DBNGP, Western Power and others Track record of strong operational performance Excluding the Parmelia Pipeline Alinta Network (AGN)(74.1%) 11,752km of gas distribution pipelines* Supplies gas to approximately 58% of Western Australian homes** Dampier to Bunbury Natural Pipeline (DBNGP)( up to 20%) 1,854km of gas transmission pipelines* Provides the backbone to Western Australia s energy infrastructure Tasmanian Pipeline (TGP)(100%) 734km of sub sea and onshore pipelines* Multinet Network (20.1%) 9,413km of gas distributions pipelines * 5 * Source: Alinta Website ** Source: DUET 2006 Annual Report, page 8 Appendix B: Babcock & Brown Infrastructure Babcock & Brown Infrastructure (ASX: BBI) is a specialist infrastructure entity which provides investors access to a diversified portfolio of quality infrastructure assets. BBI s investment strategy focuses on acquiring, managing and operating quality infrastructure assets in Australia and internationally. BBI s portfolio is diversified across two asset classes: Energy Transmission and Distribution Powerco - the second largest electricity and gas distribution business in New Zealand; IEG - a natural gas and LPG distribution and supply business in the United Kingdom, Channel Islands, Isle of Man and Portugal; and Cross Sound Cable - a HVDC transmission cable which links the electricity grids of Long Island and Connecticut in the United States; and Alinta Assets - BBI announced on 30 March 2007 that it had joined the Babcock & Brown (BNB) and Singapore Power International Limited (SPI) consortium whose revised Proposal on 11 May 2007 for the whole of the issued share capital of Alinta Limited (Alinta) has been conditionally recommended as the preferred Offer by the Alinta Board. If the Scheme is approved, BBI would be acquiring the following energy transmission and distribution assets and operations and maintenance (O&M) businesses: 3

6 Tasmanian Pipeline (TGP) - 100% ownership; Alinta Networks (AGN) % ownership; Multinet (MGN) % ownership; Dampier to Bunbury Natural Pipeline (DBNGP) - up to 20% ownership; and Western Australian based O&M business (excluding the Parmelia O&M contract) which services DBNGP, AGN and other external contracts - 100% ownership. Transport Infrastructure Dalrymple Bay Coal Terminal - one of the worlds largest coal export facilities, located in Queensland, Australia; PD Ports - a major British ports operator and owner of the second largest port in the United Kingdom; WestNet Rail - a 51% equity interest in a rail infrastructure business based in Western Australia; A European ports portfolio which now includes: Water Container Transport - a 51% equity interest in a canal based container port in Belgium with an option to acquire the remaining 49% equity interest; and Tarragona Port Services - a 51% equity interest in a Spanish port terminal and maritime freight service to five dry bulk concessions, with an option to acquire the remaining 49% equity interest by 30 June Manuport - a majority equity interest in the leading specialty dry bulk port operator in Antwerp, with sister operations in Ghent and Le Havre. TRI - a majority equity interest in the leading bulk port operator in Italy, with operations in Genoa, Savona and Venice. BBI is managed by Babcock & Brown Infrastructure Management Pty Limited (BBIM), a subsidiary of Babcock & Brown Limited (ASX: BNB), a global investment and advisory firm with longstanding capabilities in structured finance and the creation, syndication and management of asset and cash flow-based investments, particularly infrastructure investments. BBI is listed on the Australian Stock Exchange and has a market capitalisation of approximately A$2.8 billion. For further information please visit our website: 4

7 ASX Release 17 August 2007 ALINTA SCHEME OF ARRANGEMENT RECEIVES FINAL COURT APPROVAL Babcock & Brown Wind Partners (ASX: BBW), a member of the Babcock & Brown (ASX: BNB) and Singapore Power International Pte Ltd consortium ( Consortium ) that is acquiring Alinta Limited (ASX: AAN), today announced that the Federal Court approved the Consortium s acquisition of Alinta Limited via a Scheme of Arrangement (the Scheme). Under the Scheme, BBW will issue approximately million securities and pay $9.5 million (net) in cash and, as Alinta Limited has sold the Wattle Point wind farm, BBW will receive $211 million attributable to the proceeds of that sale. This will provide BBW with enhanced capacity to pursue a range of identified accretive acquisition opportunities. Identified acquisition opportunities include at least 50% of a company that holds the Enersis operating wind farm assets in Portugal totalling 262MW 1, and 100% of Babcock & Brown s interests in the US07 Class B interests 2 totalling 375MW 1. These acquisitions would require preparation of an Independent Expert s Report, BBW Independent Director approval and security holder approval. Please also see the attached Babcock & Brown (ASX:BNB) announcement, also released today. Further information in relation to the Scheme can be found on BBW s web site ENDS 1 Represents BBW s proportional interest if the acquisition proceeds. 2 Babcock & Brown has the right to a majority (and not 100%) of the Class B interests in the wind farms in the US07 Portfolio.

8 Further Information: Rosalie Duff Investor Relations Manager Babcock & Brown Wind Partners Phone: Miles George Chief Executive Officer Babcock & Brown Wind Partners Phone: About Babcock & Brown Wind Partners Babcock & Brown Wind Partners (ASX: BBW) is a specialist investment fund focused on the wind energy sector. BBW listed on the Australian Stock Exchange on 28 October 2005 and has a market capitalisation of approximately A$1.3 billion. It is a stapled entity comprising Babcock & Brown Wind Partners Limited (ABN ), Babcock & Brown Wind Partners Trust (ARSN ) and Babcock & Brown Wind Partners (Bermuda) Limited (ARBN ). BBW s portfolio comprises an interest in 35 wind farms on three continents that have a total installed capacity of approximately 1,700MW and are diversified by geography, currency, equipment supplier, customer and regulatory regime. BBW is managed by Babcock & Brown Wind Partners Management Pty Limited, a wholly owned subsidiary of Babcock & Brown Limited (ASX: BNB), a global investment and advisory firm with longstanding capabilities in structured finance and the creation, syndication and management of asset and cash flow-based investments. Babcock & Brown has a long history of experience in the renewable energy field and extensive experience in the wind energy sector, having arranged financing for over 3000MW of wind energy projects and companies for nearly 20 years, with an estimated value over US$3 billion. Babcock & Brown's roles have included acting as an adviser/arranger of limited recourse project financing, arranging equity placements, lease adviser, project developer, principal equity investor and fund manager for wind energy projects situated in Europe, North America and Australia. Babcock & Brown has developed specialist local expertise and experience in the wind energy sector in each of these regions which it brings to its management and financial advisory roles of BBW. BBW's investment strategy is to grow security holder wealth through management of the initial portfolio and the acquisition of additional wind energy generation assets. For further information please visit our website :

9 ASX Release 17 August 2007 ALINTA UPDATE: SCHEME DOCUMENTS APPROVED BY COURT Babcock & Brown Power (ASX:BBP) is pleased to announce that today the Federal Court approved the Alinta Schemes of Arrangement, in relation to the proposal by the Babcock & Brown (ASX:BNB) and Singapore Power International Pte Ltd consortium ( Consortium ), to acquire all of the shares in Alinta Limited (ASX:AAN). As previously announced, BBP has agreed to acquire the Alinta power generation portfolio and 67% of the WA retail assets currently owned by Alinta. The purchase of these assets will be funded through the issue of 335 million BBP stapled securities at a fixed ratio of per Alinta share and a cash contribution of $25 million to be sourced through committed debt representing a combined incremental contribution of approximately $37.5 million to the Consortium s proposal and therefore Alinta shareholders. Peter Hofbauer, Chairman of BBP, said, The assets acquired by BBP are strategically important infrastructure assets which we believe will deliver long term value for securityholders and significant expansion opportunities for BBP. We will continue to focus on ensuring we deliver securityholders attractive and sustainable cash distributions as well as the benefits of long term capital growth. Based on the contribution of the Alinta assets acquired, BBP s June 2008 distribution guidance of 26 cents per security as set out in the Alinta Scheme Booklet remains unchanged. BBP reaffirms medium term expectations of 4% per annum growth in distributions. Further to BBP s announcement yesterday regarding its entry into various limited recourse debt facilities for Alinta and other corporate purposes, BBP s gearing will be within its targeted range of between 60-65%. BBP remains confident of achieving its previously announced financing strategy, further details of which will follow in our annual results presentation. Please also see the attached Babcock & Brown (ASX:BNB) announcement, also released today.

10 ENDS Further Information: Paul Simshauser Fiona Osler Chief Executive Officer Investor Relations Babcock & Brown Power Babcock & Brown Power Ph Ph About Babcock & Brown Power Babcock & Brown Power (ASX:BBP) is a power generation business, with assets diversified by geographic location, fuel source, customers, contract types and operating mode. Its aim is to grow returns to its securityholders through optimisation of its existing power generation business and the addition of further power assets via a combination of new construction and strategic acquisitions. The portfolio has interests in seven operating power stations and one power station under construction and due for completion in late The portfolio has a total electricity generation capacity of approximately 2,900 MW. 1 Babcock & Brown has been developing, operating and acquiring the generation portfolio over a period of 10 years. Four of the power stations have been co-developed by Babcock & Brown from green field development opportunities and four have been acquired from other operators. 1 Some assets have minority shareholders.

11 Portfolio Summary Power station Location Equity interest (1) Fuel Operations Start Date Capacity Operating Mode Offtake Operating power stations Braemar Queensland 85% September MW Intermediate Origin/Market Oakey Queensland 50% January MW Peak Enertrade Redbank NSW 100% Coal April MW Base load EnergyAustralia Ecogen (Jeeralang) Ecogen (Newport) Victoria Victoria 73% 73% MW 510MW Peak Peak TRUenergy Flinders (Playford) South Australia 100% Coal MW Intermediate Various/Market Flinders (Northern) South Australia 100% Coal MW Base load Various/Market Under construction NewGen Kwinana Western Australia 70% Late 2008 (projected) 320MW Base load Synergy Uranquinty NSW 70% late 2008 (projected) 640MW Peak Various/Market Total of operating and under construction 3,575MW Contracted power offtake Osborne contracts South Australia 100% / cogeneration 180MW Base load Various/Market (1) Direct and Indirect equity interest For further information please visit our website: