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For Personal Use Only Use Personal for an Alinta Shareholders’ Consideration of the Scheme Proposal

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For Personal Use Only Use Personal for an Alinta Shareholders’ Consideration of the Scheme Proposal Alinta Scheme Booklet Scheme Alinta THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR LEGAL, TAXATION, FINANCIAL OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. Alinta Scheme Booklet Part B Part B Part For schemes of arrangement between Alinta Limited (ABN 11 119 985 590) and the holders of ordinary shares in Alinta Limited and the holders of options issued by Alinta Limited and an associated capital reduction in relation to the acquisition of Alinta Limited by ES&L Pty Ltd, a bidding vehicle of a Consortium formed by Babcock & Brown International Pty Ltd and Singapore Power International Pte Ltd. VOTE YES Your directors unanimously recommend that you vote in favour of the Scheme Proposal in the absence of a superior proposal and provided that the Independent Expert continues to conclude that the Scheme Proposal is in the best interests of Alinta Securityholders. For United Kingdom only: This Booklet is provided to Alinta Shareholders resident in the United Kingdom in accordance with an exemption to the restriction on financial promotions in section 21 of the Financial Services and Markets Act 2000 (UK), which permits communications relating to the sale of Alinta. For Hong Kong only: This Booklet is for the exclusive use of Alinta Shareholders in connection with the Scheme Proposal. Accordingly, this Booklet must not be distributed, published, reproduced or disclosed (in whole or in part) by Alinta Shareholders to any other person in Hong Kong other than in connection with For personal use only an Alinta Shareholders’ consideration of the Scheme Proposal. This Booklet does not constitute an offer or invitation for the subscription, sale or purchase of securities in Hong Kong and shall not form the basis of any contract. The contents of this Booklet have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to its contents. If you are in any doubt about any of the contents of the Booklet, you should obtain independent professional advice. Contents Corporate directory Important notice 01 Registered Office Auditor Babcock & Brown Wind Partners Important dates 07 Level 23 How to vote 08 Alinta Limited KPMG Chifley Tower How to make an election for Share Scheme Consideration 10 Level 11 Central Park 2 Chifley Square 1 Overview of the Scheme Proposal 11 12-14 The Esplanade 152-158 St Georges Terrace Sydney NSW 2000 2 Matters relevant to your vote on the Scheme Proposal 19 Perth WA 6000 Perth WA 6000 3 Overview of Alinta 25 Alinta Board of Directors 4 Overview of Bid Consortium 29 Legal Adviser Share Registry J H (John) Akehurst 5 Babcock & Brown Infrastructure 37 Blake Dawson Waldron Computershare Investor Services Chairman and Non-Executive Director 6 BBI Exchangeable Preference Shares 75 Level 39 Pty Ltd 7 Babcock & Brown Power 85 101 Collins Street Level 2 F E (Fiona) Harris 8 Babcock & Brown Wind Partners 123 Melbourne VIC 3000 45 St George’s Terrace Non-Executive Director 9 Babcock & Brown’s relationship with the B&B Funds 157 Perth WA 6000 10 APA Group 163 Level 32 T R (Tina) McMeckan 11 Alinta Financial Information 173 Exchange Plaza Babcock & Brown Non-Executive Director 12 Risks 185 2 The Esplanade Babcock & Brown Infrastructure 13 Implementation of the Scheme Proposal 197 Perth WA 6000 M J (Michael) Wilkins 14 Taxation Implications of the Schemes 209 Level 23 Chifley Tower Non-Executive Director 15 Additional information 235 Financial Advisers 16 Glossary and interpretation 253 2 Chifley Square Company Secretaries Annexure A – Schemes of Arrangement 267 Carnegie, Wylie & Company Pty Ltd Sydney NSW 2000 Level 33 Annexure B – Deed Poll 311 Y (Yasmin) Broughton Annexure C – Notice of Court Ordered Meeting of Members 323 101 Collins Street Babcock & Brown Power Company Secretary Annexure D – Notice of General Meeting 325 Melbourne VIC 3000 Level 23 Chifley Tower Annexure E – Notice of Court Ordered Meeting P (Patrick) McCole of Optionholders 327 JP Morgan Australia Limited 2 Chifley Square Company Secretary Annexure F – Investigating Accountant’s Reports 329 Level 31 Sydney NSW 2000 Annexure G – Independent Expert’s Report 347 101 Collins Street Annexure H – Terms of BBI EPS 559 Melbourne VIC 3000 Corporate directory IBC Investigating Accountant PricewaterhouseCoopers Securities Ltd Freshwater Place 2 Southbank Boulevard Southbank VIC 3006 Alinta Information Line For Australian callers: 1800 135 107 For international callers: +61 3 9415 4313 +61 2 8268 3641 Babcock & Brown Information Line BBI Securityholder line: 1800 883 072 BBP Securityholder line: 1800 260 668 For personal use only BBW Securityholder line: 1800 226 671 www.precinct.com.au ALINTA SCHEME BOOKLET 1 Important notice Purpose of this Booklet before making any investment decision in relation to the Schemes, Alinta Shares, Alinta Options, B&B Fund Securities, BBI EPS or This Booklet is the explanatory statement required to be sent to APA Securities. Alinta Securityholders under Part 5.1 of the Corporations Act in relation to the Schemes. The purpose of this Booklet is to explain Forward looking statements the terms of the Schemes and the accompanying Capital Reduction and the manner in which they will be implemented (if approved) Certain statements in this Booklet relate to the future, including and to provide all information that is prescribed or otherwise forward looking statements relating to the B&B Fund Securities material to the decision of Alinta Shareholders whether or not and BBI EPS as set out in sections 5, 6, 7 and 8. Such statements to approve the Share Scheme and the Capital Reduction and the involve known and unknown risks, key considerations, decision of Alinta Optionholders whether or not to approve the uncertainties, assumptions and other important factors that Option Scheme. could cause the actual results, performance or achievements of the B&B Fund Securities, BBI EPS and the APA Securities to be Read entire Booklet materially different from expected future results, performance or achievements expressed or implied by such statements. This Booklet is comprised of a separate Part A which provides a These factors include, among other things, general economic summary overview of the Scheme Proposal and this Part B which conditions (including currency exchange rates and interest rates), contains more detailed information. the regulatory environment, changes in the industries to which the B&B Fund Securities and the APA Securities are exposed, Alinta Securityholders are encouraged to read both Part A and competitive pressures, selling prices and market demand. Unless Part B of this Booklet in their entirety before making a decision on otherwise stated, these statements refl ect only views held at the whether or not to vote in favour of the Share Scheme or the Option date of this Booklet. Scheme or, in the case of Alinta Shareholders, in favour of the Capital Reduction. None of Alinta, the Bidder or the Consortium Parties, any directors, offi cers, employees or advisers of those entities nor any other Status of Booklet person gives any representation, assurance or guarantee that the This Booklet is not a disclosure document required by Chapter 6D events expressed or implied in any forward looking statements in of the Corporations Act. Section 708(17) provides that Chapter 6D this Booklet will actually occur or that other events will not occur of the Corporations Act does not apply in relation to arrangements and you are cautioned not to place undue reliance on such forward under Part 5.1 of the Corporations Act approved at a meeting held looking statements. as a result of an order under section 411(1). Similarly, this Booklet is not a product disclosure statement required by Chapter 7.9 of the Subject to any continuing obligations under law or the Listing Corporations Act. ASIC Class Order 07/9 provides that Chapter 7.9 Rules (and except as noted in section 15.26), Alinta and the Alinta of the Corporations Act does not apply in relation to arrangements Directors disclaim any obligation or undertaking to disseminate under Part 5.1 of the Corporations Act approved at a meeting held after the date of this Booklet any updates or revisions to any as a result of an order under section 411(1). forward looking statements to refl ect any change in expectations in relation to those statements or any change in events, conditions Instead, shareholders asked to vote on an arrangement at such or circumstances on which any such statement is based other than a meeting must be provided with an explanatory statement as to comply with legal obligations or the Listing Rules. referred to above. Estimates Investment decisions All references to estimates and derivations of the same in this This Booklet is intended for all Alinta Securityholders collectively Booklet are references to estimates by the person responsible and does not take into account the investment objectives, fi nancial for the relevant statement, unless otherwise indicated. Unless situation and particular needs of each Alinta Securityholder or any otherwise indicated, these estimates are based on views at the date other particular person. This Booklet does not constitute fi nancial of this Booklet, and actual facts or outcomes may be materially For personal use only product advice and should not be relied upon as the sole basis different from those estimates. for any investment decision in relation to the Scheme Proposal, Alinta Shares, Alinta Options, B&B Fund Securities, BBI EPS or Financial information APA Securities. Before making any investment decision in relation Unless otherwise specifi ed, references in this Booklet to the to the Schemes, Alinta Shares, Alinta Options, B&B Fund Securities, fi nancial results or position of a B&B Fund are to the pro forma BBI EPS or APA Securities, you should consider, with or without and actual fi nancial results or position of that B&B Fund set out in the assistance of an adviser, whether that decision is appropriate sections 5, 7 or 8 as applicable, which have been prepared on the in the light of your particular investment needs, objectives and basis set out in those sections.
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