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babcock & brown limited prospectus.pdf - Astrojapanproperty.com
babcock & brown limited prospectus.pdf - Astrojapanproperty.com
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SECTION 5<br />
FINANCIAL INFORMATION<br />
but after the:<br />
• Offer Proceeds net of IPO and capital raising costs of $523 million<br />
• Transaction costs associated with the Restructure that, for AGAAP accounting purposes, are required to be<br />
expensed rather than offset against the proceeds of the capital raising<br />
It is important to note that the actual results for Babcock & Brown for the year ending 31 December 2004 will<br />
be substantially different from the AGAAP pro-forma Forecast operating profit before tax but after outside equity<br />
interest referred to above.This is because, in addition to the limitation and uncertainties relating to the AGAAP<br />
pro-forma Forecasts noted below, the actual results of Babcock & Brown for the period ending 31 December<br />
2004:<br />
• Will only reflect the results of the restructured Group from the date of the Restructure to 31 December 2004<br />
• Will reflect actual tax expense for the period from the date of the Restructure to 31 December 2004<br />
• May be subject to adjustment given the basis on which the Directors have determined to apportion the<br />
final pro-forma earnings of the restructured Group for 2004 between pre- and post-IPO Shareholders.This<br />
basis of allocation is set out in Section 5.2.3.4<br />
The Directors believe that they have prepared the AGAAP pro-forma Forecasts with due care and attention and<br />
consider all best estimate assumptions, when taken as a whole, to be reasonable at the date of this Prospectus.<br />
However, this information is not fact and investors are cautioned not to place undue reliance on the AGAAP<br />
pro-forma Forecasts.<br />
The AGAAP pro-forma Forecast has been prepared on the basis of a number of estimates and assumptions<br />
regarding future events and actions as set out in Section 5.3.2.2. Such assumptions are subject to business,<br />
economic and competitive uncertainties and contingencies, many of which are beyond the control of the Group<br />
and the Directors. Babcock & Brown currently relies on transactions to generate the majority of its revenue<br />
across a range of Business Units in five separate Business Groups. In particular, the Forecast Net Revenue has<br />
been prepared on the basis of certain assumptions in relation to the:<br />
• Expected scale and transaction mix of the portfolios of various Business Units<br />
• Probability of a large number of potential future transactions occurring within the Forecast Period<br />
Approximately 80% of the Forecast Net Revenue for 2005 relates to potential transactions that have been<br />
specifically identified by Babcock & Brown as likely to generate this revenue. However, the nature of Babcock<br />
&Brown’s business, coupled with the application of AGAAP in relation to certain future events and actions,<br />
introduces additional uncertainties in relation to the AGAAP pro-forma Forecasts.The most material of these are:<br />
• The probability, Forecast Net Revenue and timing of completion of specifically identified potential<br />
transactions occurring is not always easy to assess as these transactions are in varying stages of development<br />
• Transactions not specifically identified will occur in the Forecast Period and the Net Revenue generated by<br />
those transactions may be greater or smaller than the approximate 20% of the Forecast Net Revenue not<br />
based on specifically identified potential transactions<br />
• Babcock & Brown’s future decisions to invest equity in transactions in which they are involved can result in<br />
those investments being equity accounted or consolidated for accounting purposes<br />
• The timing of Babcock & Brown’s future decisions to dispose of equity or related investments and the<br />
forecast profit or loss on those disposals<br />
• As a consequence of Babcock & Brown’s investment in entities that are equity accounted or consolidated,<br />
deferred income may arise – refer Section 5.3.2.2<br />
• The potential impact that changes in tax laws could have on certain aspects of the Group’s activities<br />
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