Babcock & Brown / Singapore Power
Recommended Proposal
On 30 March 2007 Babcock & Brown, in a consortium with Singapore Power and three of Babcock & Brown's managed infrastructure funds, Babcock & Brown Infrastructure ("BBI"), Babcock & Brown Power ("BBP") and Babcock & Brown Wind Partners ("BBW"), announced that the Board of Alinta Limited (Alinta) had agreed to recommend to shareholders a Scheme of Arrangement to acquire 100% of energy transmission company Alinta.
Composition of Consideration Election Alternatives
The final composition of each of the 5 consideration alternatives under the Scheme Proposal is as follows (subject to adjustments under the share scheme for certain foreign shareholders as described in the Scheme Booklet dated 2 July 2007):
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Default Consideration
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$8.948 Cash
0.752 BBI Stapled Securities
0.669 BBP Stapled Securities
0.260 BBW Stapled Securities
1.599 BBI Exchangeable Preference Shares
Distribution of 0.301 APA Securities
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Maximum Preference Shares
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Nil Cash
Nil BBI Stapled Securities
Nil BBP Stapled Securities
Nil BBW Stapled Securities
13.95 BBI Exchangeable Preference Shares
Distribution of 0.301 APA Securities
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Maximum Cash
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$13.88 Cash
Nil BBI Stapled Securities
Nil BBP Stapled Securities
Nil BBW Stapled Securities
0.076 BBI Exchangeable Preference Shares
Distribution of 0.301 APA Securities
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Maximum Securities
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Nil Cash
2.427 BBI Stapled Securities
2.159 BBP Stapled Securities
0.839 BBW Stapled Securities
2.962 BBI Exchangeable Preference Shares
Distribution of 0.301 APA Securities
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Cash Out
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Securities were sold by the Nominee on behalf of Small Shareholders through a bookbuild process. The cash consideration received is $14.167 per Alinta share based on the bookbuild price.
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The Australian Tax Office has confirmed capital gains tax rollover relief for participants of BBI Exchangeable Preference Shares, please click here for more information.
A personalised tax statement will be sent to you in time for you to complete your June 2008 tax return.
Securityholders can call the share registry, Link Market Services on 1800 774 356 within Australia or +61 2 8280 7716 outside Australia (Monday to Friday, 8.30am to 5.30pm AEST) to be advised of their allocations. Securityholders may also access their allocations through the “Access My Holdings” facility at www.linkmarketservices.com.au. They will be required to select Alinta Limited and to enter the following personal details in order to log in: their existing Alinta SRN or HIN, surname or company name and postcode.
Securities attributable to shareholders who were an Ineligible Overseas Shareholder or chose the “Cash Out” or “Sell Unmarketable Parcels” elections, were sold within 5 Business Days of the Implementation Date (31 August 2007) as described in the Scheme Booklet dated 2 July 2007. These securities will represent a small portion of the total securities on issue for each of the listed entities. Cheques for the proceeds of sale representing the balance of the cash consideration not already paid to these shareholders will be sent to them by 26 September 2007.
Disposal value of Alinta shares (for tax purposes)
The value for tax purposes is not directly tied to the prices used for establishing the values of consideration alternatives. The prices used for establishing the values of the consideration alternatives were the prices in the period 16-22 August. The relevant values for tax purposes are the market value of the securities received at the time they were received. These market values are used for calculating the capital gain on disposal of the Alinta shares and the cost base of the securities received. The securities were issued on 31 August 2007, so the opening values of the tradeable securities (APA, BBI, BBP and BBW) on that date are relevant. The market value of the BBI EPS is considered at the instant that it was issued ie $1.00.
Each Alinta shareholder received a distribution which was paid by way of 0.301 APA securities per Alinta share:
Ratio price $ per share
APA 0.301 3.7654 1.133
That distribution was made up of: $ per share
franked dividend 0.930
with franking credits of 0.399
capital reduction 0.203
1.133
Shareholders should deduct the amount of the capital reduction from the cost base of their Alinta shares before calculating their capital gain. Their capital gain will be the amount left when the cost base of their Alinta shares is deducted from the value received when they disposed of their shares. The value received by Alinta shareholders for disposing of their Alinta shares depends on which election they made:
Default
ratio price $ per share
cash 8.948 8.948
BBI 0.752 1.695 1.275
BBIEPS 1.599 1.000 1.599
BBP 0.669 2.870 1.920
BBW 0.260 1.635 0.425
14.167
Maximum preference shares
ratio price $ per share
cash –
BBI 1.695 –
BBIEPS 13.952 1.000 13.952
BBP 2.870 –
BBW 1.635 –
13.952
Maximum cash
ratio price $ per share
cash 13.876 13.876
BBI 1.695 –
BBIEPS 0.076 1.000 0.076
BBP 2.870 –
BBW 1.635 –
13.952
Maximum securities
ratio price $ per share
cash –
BBI 2.427 1.695 4.114
BBIEPS 2.962 1.000 2.962
BBP 2.159 2.870 6.197
BBW 0.839 1.635 1.372
14.646
Cash out (received default, followed with bookbuild sale)
ratio price $ per share
cash 8.948 8.948
BBI 0.752 1.695 1.275
BBIEPS 1.599 1.000 1.599
BBP 0.669 2.870 1.920
BBW 0.260 1.635 0.425
14.167
These calculations have been done on a per share basis. The ratios shown above have been rounded to 3 decimal places but the actual allocations were calculated to 15 decimal places. In the allocation process some shareholders had their entitlement rounded up or down. Your exact holding may differ slightly from the ratios shown above due to rounding .
A personalised tax statement will be sent to you in time for you to complete your June 2008 tax return.
Sale of securities in the "Cash Out" and "Sell Unmarketable Parcels" facilities
Alinta shareholders who elected "Cash Out" or "Sell Unmarketable Parcels" facilities have realised profits and/or losses as a result of those elections because the prices at which their securities were sold for them were different to the prices which they acquired those securities. In the cases of B&B Power and B&B Wind the sale prices were higher than the acquisition prices so they realised profits on the sale. In the cases of B&B Infrastructure, BBI preference shares and APA the sale prices were lower than the acquisition prices so they realised losses on the sale.
Cash out shareholders received
Ratio Acquisition $ per
price Alinta share
BBI 0.752 1.695 1.275
BBIEPS 1.599 1.000 1.599
BBP 0.669 2.870 1.920
BBW 0.260 1.635 0.425
APA 0.301 3.7654 1.133
… and sold those securities in the bookbuild sales
Sale price $ per Gain (loss)
Alinta share per Alinta share
BBI 1.650 1.241 (0.034)
BBI EPS 0.904 1.445 (0.154)
BBP 2.920 1.953 0.033
BBW 1.650 0.429 0.004
APA 3.750 1.129 (0.005)
Shareholders who chose Maximum Cash and "sell unmarketable parcels" received
Ratio Price $ per
Alinta share
BBIEPS 0.076 1.000 0.076
APA 0.301 3.7654 1.133
… and sold those securities in the bookbuild sales
Sale price $ per Gain (loss)
Alinta share per Alinta share
BBIEPS 0.904 0.069 (0.007)
APA 3.750 1.129 (0.005)
These calculations have been done on a per share basis. The ratios shown above have been rounded to 3 decimal places but the actual allocations were calculated to 15 decimal places. In the allocation process some shareholders had their entitlement rounded up or down. Your exact holding may differ slightly from the ratios shown above due to rounding.
A personalised tax statement will be sent to you in time for you to complete your June 2008 tax return.
The information on this website is not financial product advice. If you are unsure as to what to do you should seek advice from your tax advisor or accountant.