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Rivercity Motorway Rivercity Rivercity Motorway Product Disclosure Statement Disclosure Product RIVERCITY MOTORWAY RIVERCITY MOTORWAY PRODUCT DISCLOSURE STATEMENT PRODUCT DISCLOSURE STATEMENT FOR THE OFFER OF STAPLED UNITS IN RIVERCITY MOTORWAY INVESTMENT TRUST (ARSN 119 128 326) AND RIVERCITY MOTORWAY HOLDING TRUST (ARSN 119 128 193) THE ISSUER RIVERCITY MOTORWAY MANAGEMENT LIMITED (ABN 33 117 343 361 AFSL 297 867) LEAD MANAGER AND UNDERWRITER ABN AMRO ROTHSCHILD OFFER SUMMARY 2 CHAIRMAN’S LETTER 3 INVESTMENT HIGHLIGHTS 4 1. SUMMARY OF THE OFFER 17 2. DETAILS OF THE OFFER 25 3. IMPORTANCE OF THE TUNNEL 31 4. CONSTRUCTION AND OPERATION OF THE TUNNEL 37 5. CORPORATE STRUCTURE AND TAXATION 45 6. BOARD AND MANAGEMENT 53 7. FINANCIAL ANALYSIS AND INFORMATION (INCLUDING FEES AND COSTS) 59 8. RISK FACTORS 71 9. EXPERTS’ AND CONSULTANTS’ REPORTS 77 10. ADDITIONAL INFORMATION 115 11. GLOSSARY 139 12. APPLICATION FORMS 147 CORPORATE DIRECTORY IBC This period may be extended by ASIC by up to a further NO COOLING OFF RIGHTS If you do not provide the information requested in the seven days. The Exposure Period enables the PDS to be There is no statutory cooling off right for investors in Application Form, the Issuer and the Registry may examined by market participants prior to the raising trusts that are listed or are to be listed within three not be able to process or accept your Application or of funds. Applications received by the Issuer during the months of the date of the disclosure document. The administer your holding of Stapled Units appropriately. Exposure Period will not be processed until after the Issuer will apply no later than seven days after the date Access to your personal information may be provided expiry of that period. No preference will be conferred of issue of this PDS for the Trusts to be listed on ASX. to other companies within RiverCity Motorway Group on Applications received during the Exposure Period. Accordingly, there is no cooling off right for Investors and to the Issuer’s agents and service providers SELLING RESTRICTIONS APPLY in the Trusts. on the basis that they deal with such information in accordance with the Issuer’s privacy policy, a copy of The distribution of this PDS in jurisdictions outside UPDATED INFORMATION which can be accessed at www.rivercitymotorway.net. Australia may be restricted by law, and persons who Information relating to the Stapled Units that is not au. You can request access to personal information come into possession of it should seek advice on and materially adverse may change from time to time. collected in relation to your Application by telephoning observe any such restrictions. Any failure to comply This information may be updated and made available the RiverCity Motorway Group Offer Hotline on with such restrictions may constitute a violation of to you on our website at www.rivercitymotorway.net.au 1300 720 985 or writing to the Registry at: applicable securities laws. or by contacting the RiverCity Motorway Group Offer Link Market Services Limited The Offer to which this PDS relates is only available to Hotline on 1300 720 985. A paper copy of any updated Locked Bag A14 persons receiving the PDS (electronically or otherwise) information is available free on request. Applicants will SYDNEY SOUTH, NSW 1235 in Australia. This PDS does not constitute an offer in be advised if any supplementary PDS is prepared which any jurisdiction in which, or to any person to whom, will be provided to them free of charge. CAPITAL AND INVESTMENT RETURNS it would not be lawful to make such an offer outside ARE NOT GUARANTEED Australia where, or to any person to whom, it would PHOTOGRAPHS AND DIAGRAMS Investments in Stapled Units are not deposits be unlawful to make such an offer or invitation. The The assets depicted in photographs in this PDS are not with or liabilities of the Issuer, RiverCity Motorway Offer may also be made to investors in New Zealand assets of RiverCity Motorway Group unless otherwise Services or ABN AMRO Rothschild and are subject to under this PDS in reliance on an exemption from the stated. Diagrams appearing in this PDS are illustrative investment risk, including possible delays in repayment New Zealand Securities Act 1978 once all conditions only and may not be drawn to scale. and loss of income and capital invested. None of the to that exemption notice have been met. This PDS will PRIVACY NOTIFICATION Issuer, RiverCity Motorway Services nor ABN AMRO be applicable to any offer made to investors in New Rothschild guarantees any particular rate of return Zealand. No action has been taken to register or qualify By fi lling out the Application Form to apply for Stapled on the Stapled Units or the performance of RiverCity the Stapled Units of the Offer or otherwise to permit Units, you are providing information to the Issuer Motorway Group, nor do they guarantee the repayment a public offering of the Stapled Units in any jurisdiction and RiverCity Motorway Services (directly and/or via of capital from RiverCity Motorway Group. outside Australia and New Zealand. Residents of New the Registry, Link Market Services Limited) that may Zealand should refer to Section 2.9 of this PDS. constitute personal information for the purposes of DEFINITIONS AND ABBREVIATIONS the Privacy Act 1988 (the Privacy Act). The Issuer The Stapled Units have not been, and will not be, and RiverCity Motorway Services (and the Registry on Defi ned terms and abbreviations used in this PDS registered under the US Securities Act of 1933, as their behalf) collect, hold and use personal information are explained in the Glossary in Section 11 or in the amended (the Securities Act). Subject to certain in relation to your Application in order to assess your Summary of Material Contracts in Section 10. exceptions, the Stapled Units may not be offered, Application, service your needs as an Investor, provide A reference to time in this PDS is a reference to sold or delivered within the United States (US) or to, facilities and services that you request and administer Brisbane, Australia time. All references to $ are to or for the account or benefi t of, US persons (as defi ned your holding of Stapled Units. Australian dollars. in Regulation S under the Securities Act) except in a transaction exempt from the registration requirements of the Securities Act and applicable US state securities laws. PAGE 1 NORTH-SOUTH BYPASS TUNNEL BRISBANE OFFER SUMMARY RiverCity Motorway Group has been awarded the Concession to fi nance, design, construct and operate the North-South Bypass Tunnel (Tunnel) in Brisbane, Queensland. The purpose of the Offer is to raise funds to partly fi nance the Project. The balance of the funding required to construct the Tunnel has been committed.1 Following completion of construction, RiverCity Motorway Group will use the toll revenues from operating the Tunnel to pay its operating and fi nancing costs, with the balance being distributed to Investors. The Offer consists of up to 724 million Stapled Units in RiverCity Motorway Group at an Issue Price of $1.00 per Stapled Unit. RiverCity Motorway Group is issuing Stapled Units as this allows RiverCity Motorway Group to make Distributions immediately and in a tax effective manner. Each Stapled Unit comprises one unit in RiverCity Motorway Investment Trust and one unit in RiverCity Motorway Holding Trust, stapled together to form a single Stapled Unit. The Issue Price is payable in two instalments – an Initial Instalment of $0.50 per Stapled Unit which will be payable with your Application for Stapled Units and a Final Instalment of $0.50 per Stapled Unit which will be payable 12 months following the Allotment Date. The Issuer intends to apply to have the Stapled Units quoted on ASX. While the Stapled Units are quoted on ASX, units in RiverCity Motorway Investment Trust and units in RiverCity Motorway Holding Trust will be stapled and not able to be separately traded. The Offer is fully underwritten by the Underwriter. K E Y S TAT IS T ICS Initial Instalment per Stapled Unit $0.50 Final Instalment per Stapled Unit $0.50 Issue Price per Stapled Unit $1.00 Number of Stapled Units available under the Offer Up to 724 million Market Capitalisation of the Initial Instalment Up to $362 million Market Capitalisation at the Issue Price Up to $724 million IMPORTANT DATES Offer opens 27 June 2006 Offer closes 25 July 2006 Expected Date of Financial Close 2 August 2006 Stapled Units expected to commence trading on ASX (conditional and deferred settlement basis) 3 August 2006 Expected date of Allotment of Stapled Units 4 August 2006 Expected dispatch of transaction confi rmation statements 4 August 2006 Stapled Units expected to begin trading on a normal settlement basis 10 August 2006 Final Instalment Payment Date 12 months following Allotment Date These dates are indicative only. The Issuer, in consultation with the Underwriter, reserves the right to vary the dates and times of the Offer (whether the Public Offer, Broker Firm Offer or the Institutional Offer), which includes closing the Offer (whether the Public Offer, Broker Firm Offer or the Institutional Offer) at any time before the Closing Date or extending the Offer (whether the Public Offer, Broker Firm Offer or the Institutional Offer) without prior notice. Applicants are encouraged to submit their Applications as early as possible. OFFER SUMMARY No Application made pursuant to the Original PDS will be accepted by the Issuer until after the Exposure Period has expired and no preference will be conferred on Applications received during the Exposure Period. 1 Subject to satisfaction of conditions precedent to Financial Close. PAGE 2 CHAIRMAN’S LETTER Dear Investor, It is my pleasure to invite you to become an investor in RiverCity Motorway Group which has been awarded the 45 year Concession to fi nance, design, construct and operate Brisbane’s exciting new $2 billion North-South Bypass Tunnel (Tunnel).
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