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babcock & brown limited prospectus.pdf - Astrojapanproperty.com

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SECTION 5<br />

FINANCIAL INFORMATION<br />

6. The forecast bonus expense in 2004 and 2005 includes forecast amounts payable in connection with forecast ringfenced revenue as discussed in Section 4.7.3.<br />

7. Restructure costs – business closure relates to redundancy costs and related expenditure in connection with the effective closure in 2004 of the Group’s US cross<br />

border leasing activities due to changes in the US tax laws and to provisions associated with assignment of the lease on the Group’s existing New York office<br />

space and moving to smaller premises.<br />

8. Total transaction costs of the IPO and Restructure amount to $28.5 million as set out in Section 8.11. Of this amount, $27 million is directly attributable to<br />

the capital raising and has been netted off against the Offer Proceeds consistent with Australian IFRS.The remainder, amounting to $1.5 million will be<br />

expensed during 2004.<br />

9. For statutory purposes Babcock & Brown will only own approximately 70% of BBIPL. In Babcock & Brown’s consolidated financial statements under<br />

Australian IFRS the approximately 30% interest in BBIPL held by the pre-IPO US Executive Stakeholders will be treated as an outside equity interest.This<br />

amount for 2005 is $40.8 million.The final interest may be subject to adjustment as referred to in Section 4.7.8.<br />

10.At 31 December 2003 and at the date of this Prospectus, Babcock & Brown held an effective 19.9% interest in Primelife Corporation Ltd which is reflected in<br />

the pro-forma statement of financial position at 31 December 2003 and in the forecasts as an equity accounted investment. In August 2004, Primelife<br />

announced an expected loss for the year ended 30 June 2004 of $78 million.The equity accounted portion of this loss has been offset by a gain on the<br />

settlement of a financing liability for this investment.<br />

As noted in Section 5.4.1, the Australian IFRS pro-forma Forecast has been prepared before the accounting<br />

implications of the Restructure. Having regard to the potential adjustments under Australian IFRS:<br />

• No adjustment is required to restate the profit on investments sold (see footnote 2, Section 5.3.2.1) as in the<br />

context of the Restructure, Australian IFRS does not require all assets and liabilities to be carried at fair<br />

value (see (a) in Section 5.4.4)<br />

• The foreign exchange adjustment relating to the closed hedges in relation to the Group’s Australian<br />

operations and earnings and other foreign exchange differences (see footnote 11, Section 5.3.2.1),<br />

amounting to approximately $3.8 million is required under Australian IFRS<br />

• No goodwill is expected to arise on the Restructure and, in any event, Australian IFRS does not require<br />

amortisation of goodwill<br />

• Australian IFRS will also recognise an outside equity interest in respect of pre-IPO US Executive<br />

Stakeholders’ holdings in BBIPL<br />

Key Australian IFRS assumptions<br />

Other than as noted below, the key assumptions set out in Section 5.3.2.2 in respect of the AGAAP pro-forma<br />

summary of forecast financial performance apply equally to the Australian IFRS pro-forma forecast financial<br />

performance set out above.<br />

Net Revenue<br />

Forecast Net Revenue under Australian IFRS for the year ending 31 December 2004 incorporates an estimated<br />

$5 million value increment for investment properties.<br />

Bonus expense<br />

Under Australian IFRS, the value of the Bonus Deferral Rights to be issued at partial payment of the bonus pool<br />

for the year ending 31 December 2005 are amortised over the period to the vesting date of the rights.This results<br />

in an increase to the forecast bonus expense for the year ending 31 December 2005 of $4.7 million.<br />

Under Australian IFRS, the value of Shares and Options allocated to the Employee Trusts immediately prior to the<br />

Restructure (see Section 4.7.7) are recognised on a pro rata basis from the grant date to the vesting date<br />

(approximately four years).The forecast bonus expense under Australian IFRS includes $5.5 million and $21.9 million<br />

for the years ending 31 December 2004 and 31 December 2005 respectively relating to these Shares and Options.<br />

This expense will be subject to revision at the IPO date.<br />

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