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FAQs

I received consideration option A, Default Consideration. What is the value of what I received?

If you received consideration option A, you would have received the following for each Alinta share:

$8.948 Cash

0.752 BBI Stapled Securities

0.669 BBP Stapled Securities

0.260 BBW Stapled Securities

1.599 BBI Exchangeable Preference Shares

0.301 APA Securities

Based on the volume weighted average market prices for the various securities in the week before the record date (Thursday 23 August 2007), and a value of $1 per BBI Exchangeable Preference Share, this was worth $15.13 per Alinta share (although the value will fluctuate from day to day with market values of the different components).

I received consideration option B, Maximum Cash. What is the value of what I received?

If you received consideration option B, you would have received the following for each Alinta share:

$13.88 Cash

0.076 BBI Exchangeable Preference Shares

0.301 APA Securities


I received consideration option B, Maximum Cash and asked for any unmarketable parcels to be sold. What is the value of what I received?

$13.88 Cash

0.076 BBI Exchangeable Preference Shares

0.301 APA Securities

Based on the on volume weighted average market prices for the various securities in the week before the record date (Thursday 23 August 2007), and a value of $1 per BBI Exchangeable Preference Share, this was worth $15.13 per Alinta share. However, unmarketable parcels of securities will be sold in the Cash Out Facility in the 5 Business Days after 31 August 2007, and the net amount realised will be determined and sent to you in due course, and this net amount may be different from those assumed values. Also, the value of any marketable parcels of securities retained will fluctuate from day to day with market values of the different components.

I received consideration option C, Maximum Securities. What is the value of what I received?

If you received consideration option C, you would have received the following for each Alinta share:

2.427 BBI Stapled Securities

2.159 BBP Stapled Securities

0.839 BBW Stapled Securities

2.962 BBI Exchangeable Preference Shares

0.301 APA Securities

I received consideration option D, Maximum Preference Shares. What is the value of what I received?

If you received consideration option D, you would have received the following for each Alinta share:

13.952 BBI Exchangeable Preference Shares

0.301 APA Securities

Based on a value of $1 per BBI Exchangeable Preference Share, this was worth $15.13 per Alinta share (although the value will fluctuate from day to day with market value of BBI Exchangeable Preference Shares).


I received consideration option E, Cash Out. What is the value of what I received?

If you received consideration option E, Cash Out, you would have been allocated the Default Option consideration, but the securities included in it will be sold for you in the Cash Out Facility. Based on the on volume weighted average market prices for the various securities in the week before the record date (Thursday 23 August 2007), and a value of $1 per BBI Exchangeable Preference Share, this was worth $15.13 per Alinta share. However, the securities included will be sold in the Cash Out Facility in the 5 Business Days after 31 August 2007, and the net amount realised will be determined and sent to you in due course, and this net amount may be different from those assumed values.

I chose consideration option E (Cash Out). What price were my securities sold at?

The bookbuild through which your securities will be sold is due to be completed by Monday 10 September 2007. The process may not take this long but the Scheme would allow until this date for the bookbuild.

If I elected to have unmarketable parcels of securities sold, what price are my securities being sold at?

The bookbuild through which your securities will be sold is due to be completed by Monday 10 September 2007. Until that date, we cannot say what price your securities will be sold at and therefore how much you will receive.


What if I ticked more than one alternative?

If your election form was unclear, incorrectly completed or invalid, you received the Default consideration.

What happens if I didn’t tick an option or forgot to send my form?

If your election form was unclear, incorrectly completed or invalid, or never received, you received the Default consideration.

I want to change my mind. The option I have is unsuitable for me.

Unfortunately there is no facility for you to change your election.

I don't want all these securities. How do I sell them?

To buy or sell securities you need to talk to a broker and ask them to do the buying or selling for you. The number of the ASX's Broker Referral Line which you can call is: 1300 300 279.

Why am I receiving more BBI EPS's under the Maximum Securities election? I understood that under this election I would receive less cash and less BBI EPS's than I would have under the Default election?

The Scheme Book (Part A page 5) states that under the Maximum Securities option you will receive a greater number of BNB Fund Securities compared to the Default Consideration and that this would be received in lieu of either cash and/or BBI EPS.  The allocation process was based on what all Alinta Shareholders elected to receive.  Under the allocation process those electing Maximum Preference shares were allocated first and the Default consideration was allocated second.  The cash left over at this stage was allocated to those electing the Max Cash consideration and all the remaining BNB Fund Securities were allocated to those electing the Max Securities.  Following this all the remaining BBI EPS's were then allocated amongst the Max Cash and Max Securities considerations to make sure each participant received the same overall value per share. 

The mechanisms of the allocation process are explained in section 13 of Part B of the Scheme Book.


Why did I get some EPS shares when I asked for Maximum Cash?

The Scheme Book (Part A page 5) states that under the Maximum Cash you will receive a greater amount of cash compared to the Default Consideration in lieu of BNB Fund Securities and/or BBI EPS.  This effectively means that you will receive more cash than the Default consideration and less Securities and BBI EPS's than the Default Consideration but it did NOT mean that you would receive no Securities or BBI EPS's. Under this alternative you could also have elected to have securityholdings of less than $500 in any BNB Fund, BBI EPS or APA sold on your behalf for cash free of brokerage.

How the allocation process worked is that those electing Maximum Preference shares were allocated first and the Default consideration was allocated second. The cash left over at this stage was allocated to those electing the Max Cash consideration and all the remaining BNB Fund Securities were allocated to those electing the Max Securities. Following this all the remaining BBI EPS's were then allocated amongst the Max Cash and Max Share considerations to make sure each participant received the same overall value per share.

The mechanisms of the allocation process are explained in section 13 of Part B of the Scheme Book.


When will I receive my holding statements and cheques?

Holding statements for the new holdings of Babcock & Brown fund securities and APA Group securities you are receiving will be mailed by 7 September. Cheques for the cash consideration will be mailed by the same date. Cheques for the APA fractional amount will be mailed on 7 September 2007

Further information relating to the Scheme can be found on the Alinta offer website


Who provided the $0.40 franking credit?

The franking credit is provided by Alinta Limited.


What do I do with the franking credit?

Assuming you are able to receive the benefit of the franking credit, you can use it when you come to complete your annual Tax Return to offset against tax that you owe. Section 14 of the Scheme Booklet sets out some general information in relation to ability to receive the benefit of franking credits, and you will need to talk to your accountant or financial advisor for more information.

Why am I getting APA shares as well as securities in Babcock & Brown funds?

Alinta’s holding of APA securities is being distributed that way because it delivers the greatest value for Alinta shareholders. Neither Babcock & Brown nor Singapore Power intended to hold the APA securities.

What did I receive for my Alinta Options?

If you are an Alinta Optionholder, your Alinta Options were cancelled and you will receive cash equal to:

·            The value of the Base Consideration received by Alinta Shareholders at the Record Date
PLUS

·            The value of the APA Distribution at the Record Date (excluding franking credits) 
LESS

The exercise price of each Alinta Option.

What happened if I did nothing?

If you did nothing, you received the Default Consideration for your shares.

Where are my franking credits coming from?

The APA Distribution was a distribution by Alinta Limited made up of a dividend (expected to be 93 cents per share and paid by distribution of APA securities) and a capital return. With the dividend at 93 cents, the franking credits would be 40 cents per share.

Sections 10 and 14 of Part B of the Scheme Booklet provide further information in respect of the APA Dividend.


Can I reinvest the cash I received? If so, how?

Yes you can. To buy or sell securities you need to talk to a broker and ask them to do the buying or selling for you. Do you have a broker? [If NO] Here's the number of the ASX's Broker Referral Line which you can call: 1300 300 279.

Why wasn't it possible for me to get shares in just one of the securities?

It would have complicated the Scheme of Arrangement and been confusing for many Alinta shareholders to have offered even more choice than was already being offered. You are free to sell those holdings you don’t want and top up the ones you would prefer to hold.

What are BBI EPS?

Prior to conversion, BBI EPS do not participate in any increases or decreases in the BBI Stapled Security price.  BBI EPS are expected to provide Alinta Shareholders with CGT rollover relief in respect of the portion of your Alinta Shares for which you receive BBI EPS, until such time that they are sold, redeemed or converted into BBI Stapled Securities.

Further information on BBI EPS can be found in the Part A and Part B of the Scheme Booklet.

As an Alinta Shareholder why will I not receive CGT rollover relief on any B&B Fund Securities and APA Securities I receive?

Alinta Shareholders are not eligible to receive CGT rollover relief on any B&B Fund Securities received as the B&B  Funds are not part of the same 100% owned group as the Bidder, ES&L Pty Limited.   Alinta Shareholders are only eligible to receive CGT rollover relief to the extent they receive BBI EPS, as BBI EPS Limited (the issuer of BBI EPS) owns 100% of the Bidder.

Alinta Shareholders can maximise the availability of CGT rollover relief if they elect for the Maximum Preference Shares Alternative. (This alternative is not available to ineligible overseas Shareholders or NZ Shareholders.)

The distribution of the APA Securities is an in-specie distribution and is in addition to (and not part of) the Share Scheme Consideration to be provided to Alinta Shareholders. The APA Distribution is a dividend (expected to be $0.93 per share) and capital return. Alinta Shareholders will not receive CGT rollover relief for the APA Distribution.

Further details on the tax implications of participating in the Share Scheme and the APA Distribution is provided in section 14 of Part B of the Scheme Booklet.

Is there an alternative under which Alinta Shareholders can receive 100% CGT rollover relief?

BBI EPS are expected to provide CGT rollover relief. Alinta Shareholders can maximise the number of BBI EPS they receive by electing the Maximum Preference Shares Alternative (not available to ineligible overseas Shareholders or NZ Shareholders).  If there are sufficient BBI EPS available, Alinta Shareholders will receive CGT rollover relief on all of the Share Scheme Consideration.

Alinta Shareholders will not receive CGT rollover relief on the APA Distribution or the B&B Fund Securities.  The Australian Tax Office class ruling is currently in process.

BBI EPS are fixed income securities that do not participate in any increases or decreases in the price of BBI Stapled Securities.

Upon sale, redemption or conversion into BBI Stapled Securities, the tax deferral from the previously claimed CGT rollover relief will cease to apply.

When will Alinta Shareholders receive the Consideration?

If the Scheme Proposal is Implemented, the Share Scheme Consideration and the APA Distribution and the Option Scheme Consideration will be distributed on the Implementation Date, Friday 31 August 2007.

Ineligible Overseas Shareholders and others participating in the Cash Out Facility should refer to section 13.2(k) of Part B of the Scheme Booklet.

Alinta Shareholders may be able to commence trading in B&B Fund Securities and BBI EPS on a deferred settlement basis on 30 August 2007.

Will Alinta Shareholders be required to pay broker fees or stamp duty?

No. Alinta Shareholders will not have to pay any brokerage or stamp duty on the transfer of your holding of Alinta Shares or the cancellation of their Alinta Options (as the case may be) upon Implementation of the Schemes.

Ineligible Overseas Shareholders (except for Small Alinta Shareholders) will have some brokerage deducted from the proceeds of sale of their Consideration Securities (see section 13.2(j) of Part B of the Scheme Booklet).

When will Alinta  Shareholders receive their BBI EPS, B&B Fund Securities and APA Securities?

If the Share Scheme proceeds, it is expected that Alinta Shareholders will be registered as the holder of BBI EPS and B&B Fund Securities and APA Securities on the Implementation Date, Friday 31 August 2007 and holding statements will be dispatched as soon as practicable after that, but no later than 7 September 2007 (although this may change).

What distributions are Alinta Shareholders entitled to receive from the B&B Fund Securities?

Alinta Shareholders who receive B&B Fund Securities issued under the Scheme Proposal will not be able to participate in distributions payable by the B&B Funds respectively for the accounting period ending 30 June 2007 which are expected to be paid in or around September 2007. They will participate in any distributions paid thereafter while they retain the relevant securities. In addition, if the Scheme proceeds Alinta will not pay a dividend in respect of the second half of the 2007 financial year.

For further information, please refer to sections 5 to 8 of Part B of the Scheme Booklet.

What if I am a foreign shareholder?

Alinta Shareholders whose Registered Address is in any jurisdiction other than Australia and its external territories, or New Zealand, the United Kingdom or Hong Kong, or that are US Shareholders, cannot make an election and will not receive the Consideration Securities which would otherwise be included in the Default Consideration and the APA Distribution. Instead, the Consideration Securities will be issued to a Nominee who will sell the Consideration Securities and return the proceeds of the sale less brokerage and the transaction costs of the sale in cash to those Ineligible Overseas Shareholders. Brokerage will be deducted from any Ineligible Overseas Shareholder who is not a Small Alinta Shareholder. Ineligible Overseas Shareholders should refer to section 13.2(j) of Part B of the Scheme Booklet.

What are the tax implications of the Scheme Proposal?

The tax implications of the Scheme Proposal will depend on the specific circumstances of each Alinta Shareholder. In general:

  • Alinta Shareholders will be taxed on the dividend component of the APA Distribution;
  • theAlinta Shareholders may be able to use the franking credits attached to the dividend to reduce the tax paid on the dividend;
  • the capital return component of the APA Distribution should reduce the cost base of Alinta Shares. A capital gain will arise if the capital return is more than your cost base; and
  • Alinta Shareholders will only be eligible for CGT rollover relief under the Share Scheme to the extent they receive BBI EPS as consideration. Alinta Shareholders will otherwise be subject to CGT on the sale of their Alinta Shares to the Bidder.

Please refer to section 14 of Part B of the Scheme Booklet for further detail on the tax implications of the Scheme Proposal.

What are the key benefits for Babcock & Brown Funds?

The Alinta transaction is an attractive opportunity for Babcock & Brown’s managed funds, delivering long term strategic value for all Securityholders. The Alinta portfolio of assets is high quality, strategically important and complementary to existing asset portfolios. As such it delivers significant scale, synergies and organic and step-change growth opportunities. The cash generative nature of the assets will allow our managed Funds to continue to focus on a strong cash distribution profile.