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Share Offer Document QR National Limited (ACN 146 335 622) An iconic Australian business with over 145 years of history First railway line in Queensland, from Ipswich to Bigges 1865 Camp (now known as Grandchester), opened 1882-1889 Several railways extended to ports, mines and settlements 1924 Construction of North Coast Line from Brisbane to Cairns completed Moura Short Line railway between Moura and Gladstone opened – first 1968 major heavy haul rail line built in Queensland for coal 1971 Major coal railway from Goonyella to Hay Point opened 1985 Annual coal haulage exceeds 50 million tonnes 1987 Electric coal haulage in central Queensland commenced 1990s National expansion strategy commenced 1999 Annual coal haulage exceeds 100 million tonnes 2002 Interail, a New South Wales rail freight business, acquired 2004 Freight operations between Melbourne, Sydney and Brisbane commenced Coal haulage begins in the Hunter Valley region in New South Wales Annual coal haulage 2005 CRT, a specialist Victorian logistics business, acquired exceeds 150 million tonnes 2006 ARG, a Western Australian bulk freight haulier, acquired 2007 Melbourne-Perth Intermodal services commenced, creating a national freight network from Cairns to Perth Queensland Rail and QR National separated 2010 QR National Share Offer 2011 Annual coal haulage set to exceed 200 million tonnes This Offer Document contains information about the sale of shares in QR National by the State of Queensland Offer Document – at a glance Table of contents Important information . .2 Investment highlights . .3 Key Offer information . .4 Key Offer information Letters from the Treasurer of An attractive package of incentives for Retail Investors . .5 P4 P6 Queensland and the Chairman of QR National Letter from the Treasurer of Queensland . .6 Letter from the Chairman of QR National . .7 Business overview . .8 Investment highlights . 10 Summary of key risks . .21 P8 Business overview P10 Investment highlights 1 Answers to key questions . .22 2 Details of the Offer . .26 2 Details of the Offer 2.1 Description of the Offer 2.1.2 Offer size and ability to increase the 2.1.1 Components of the Offer Offer size QR National has 2,440m Shares on issue. The Offer comprises the Retail Offer and the Institutional Offer. The base size of the Offer is between 1,464.0m – 1,683.6m Shares The Retail Offer consists of the following three components: (Base Offer Size), or between 60% – 69% of Shares on issue 3 Industry overview . .38 • Broker Firm Offer — the invitation under this Offer Document as at the Offer Date. to apply for Shares made to an Australian resident client of a Co‑lead Manager, Co‑manager or Broker who are offered The State, after consultation with the JLMs, may over‑allocate a firm allocation of Shares (Broker Firm Applicant); up to 6% of Shares on issue to Institutional Investors under the • General Public Offer — the invitation under this Offer Institutional Offer. The State has granted to the JLMs an option Document to apply for Shares made to Retail Investors to purchase up to an additional 6% of the Shares on issue at the who are not Broker Firm Applicants; and Institutional Price to cover over‑allocations, if any (Over‑allocation • Employee Gift Offer — the invitation under this Offer Option). A full exercise of the Over‑allocation Option by the JLMs Document to Eligible Employees to apply for $1,000 would increase the size of the Offer by 146.4m Shares above the worth of Shares (rounded down to the nearest Share) for Base Offer Size, which would result in a total Offer size of between no monetary payment. Eligible Employees can also apply 1,610.4m – 1,830.0m Shares, or between 66% and 75% of the for additional Shares in the General Public Offer or, if they Shares on issue as at the Offer Date. are Broker Firm Applicants, the Broker Firm Offer. Following the completion of the Offer, it is expected the State 4 Overview of QR National . .49 Details of each component of the Retail Offer and the allocation will own between 25% – 40% of the Shares on issue, or between policy under the Retail Offer are described in Section 2.2 and 610.0m – 976.0m Shares, regardless of whether the Over‑allocation Section 2.4.1, respectively. Option is exercised. The Institutional Offer consists of an invitation to Institutional See Section 2.4.3 for details of the Over‑allocation Option. Investors in Australia to apply for Shares under this Offer 2.1.3 Purpose of the Offer and use of proceeds Document, and an invitation to Institutional Investors in a number of other jurisdictions to apply for Shares under the Institutional The purpose of the Offer is to provide: Offering Memorandum. Details of the Institutional Offer and • an opportunity for the State to sell down a portion of its current the allocation policy under the Institutional Offer are described shareholding in QR National; and Details of the Offer in Section 2.3 and Section 2.4.2, respectively. • QR National with commercial independence and access to capital markets, to give it additional management and 2 The Retail Offer and the Institutional Offer are conditional on financial flexibility for growth and development opportunities. each other. If one does not proceed, the other will not proceed. 5 Overview of access regulation . .72 The State will receive the proceeds of the Offer and pay the 2.1 Description of the Offer 27 majority of the costs and expenses of the Offer. None of the proceeds of the Offer will be received by QR National. 2.2 Retail Offer 28 2.3 Institutional Offer 34 2.4 Allocation policy 34 2.5 Announcement of pricing and basis of allocation 35 2.6 Listing and quotation 36 2.7 Dividend policy 36 2.8 Offer Management Deed 37 2.9 Discretion regarding the Offer 37 Application Instructions and two QR National Share Offer 27 General Application Forms . Centre Details of the Offer Overview of QR National P26 P49 6 Board, senior management and corporate governance . .76 7 Relationship between QR National and the State . 88 8 Financial information . .94 9 Key risks . .117 10 Additional information . .125 11 Glossary . .138 Centre P94 Financial information Application Instructions 12 Corporate directory . 148 Easy steps to apply for Shares Apply via your Broker OR Apply by mail OR Apply online Contact your Broker directly to Apply for Shares by completing the relevant Apply for Shares by visiting receive instructions on how to apply Application Form included with this qrnshareoffer c. om a. u and completing for Shares . Offer Document . the online Application Form . Follow the orange Application Instructions If you have pre-registered for an Offer set out in the centre of this Offer Document, you will need your Application Document and ensure you use the correct Reference Number to apply online . Application Form . Once you have completed your online Once you have completed your Application Application Form, you will be given a Bpay® Form, return it with your Application Biller Code . You can only pay for your Shares Payment . using Bpay if you have completed an online Application Form . ® Registered to Bpay Pty Ltd (ABN 69 079 137 518). QR National Share Offer 1 Important information Offer Photographs and diagrams restrictions may constitute a violation of applicable securities laws . This Offer Document may not The Offer contained in this Offer Document is an Photographs used in this Offer Document are for be distributed to, or relied upon by, persons in invitation by the State for you to apply for Shares . illustration only and should not be interpreted to the United States or who are U .S . Persons unless Although the State is making the Offer, this Offer mean that any person shown in them endorses this accompanied by the Institutional Offering Document has been prepared with the assistance Offer Document or its contents or (unless otherwise Memorandum as part of the Institutional Offer . of QR National . stated) that the assets shown in them are owned by the State or QR National . Diagrams used in this The Shares have not been, and will not be, The Offer in Australia is made through this Offer Offer Document are illustrative only and may not be registered under the U .S . Securities Act or the Document, which incorporates by reference the drawn to scale . securities laws of any state or other jurisdiction of Appendix and the Financial Statements . The the United States and may not be offered or sold, Offer to certain Institutional Investors in other Forward-looking statements directly or indirectly, in the United States unless jurisdictions is made through the Institutional This Offer Document contains forward-looking the securities have been registered under the U .S . Offering Memorandum . No document other than statements which are identified by words such as Securities Act or in a transaction exempt from, or those documents may be used in the various ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, not subject to, the registration requirements of jurisdictions to conduct the Offer . ‘intends’ and other similar words that involve risks the U .S . Securities Act and any other applicable Disclaimer and uncertainties . In addition, Forecast Financial securities laws . Information has been prepared and included in This Offer Document is dated 8 October 2010, Obtaining a copy of this Offer Document Section 8 and the Appendix . and was lodged with ASIC on that date . This date Persons may obtain a paper copy of this Such forward-looking statements and Forecast is referred to as the Offer Date . QR National will Offer Document (free of charge) by calling Financial Information are not guarantees of future apply, no later than seven days after the Offer Date, 1800 776 476 (within Australia) or +613 9938 4376 performance and involve known and unknown risks, to ASX for listing of QR National and quotation of (outside Australia) .
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