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SECTION 1 SUMMARY OF KEY INFORMATION 1.3 BUSINESS STRATEGY Babcock & Brown has focused on the origination and distribution of financial products with the following differentiating characteristics: • Niche markets across its global platform • Sourced or developed through proprietary networks or structures • Based predominantly on asset classes in which the Group has a strong expertise or which generate predictable long-term cash flow streams • Employing sophisticated structured financing techniques to optimise returns while managing risk Babcock & Brown has a unique blend of skills and experience which allows it to originate attractive products across a number of sectors and jurisdictions: • Using its global platform and structuring skills to originate opportunities • Assessing and pricing risk • Dealing with structural complexity to mitigate legal and financial risk • Making and implementing investment decisions in a timely and focused manner Babcock & Brown will continue to seek and undertake advisory and arrangement assignments that provide: • Good margins at low capital risk • Transaction flow that maintains and enhances the Group’s expertise in its targeted areas • An introduction to new areas of opportunity • Additional leverage to principal and investment management activities The increased capital base following the Offer should allow Babcock & Brown to substantially expand its principal investment-related activities. Opportunities have been identified for capital deployment totalling $460 million (including corporate debt repayment) during the Forecast Period, to be funded from existing cash, the IPO proceeds and Group cash flows. The Forecasts assume that the Group will have excess cash of approximately $185 million as at 31 December 2005.This excess cash is not required to support the activities of the Group. Management currently anticipates that the excess cash will be fully deployed into new investments during 2006. Going forward the Group should be able to recycle capital from the sale of existing investments and to obtain additional capital from corporate debt facilities. The following chart sets out the assumed deployment of capital by Business Group, excluding corporate debt repayment, for the Forecast Period. Actual amounts of capital deployed in each Business Group and the timing of this deployment will vary depending on the availability of suitable investments and the Group’s use of external funding sources. 20
BABCOCK & BROWN PROSPECTUS NEW CAPITAL DEPLOYED BY BUSINESS SEGMENT TO 31 DECEMBER 2005 6% 8% 35% 11% 40% Structured Finance 8% Operating Leasing 11% Real Estate 40% Infrastructure and Project Finance 35% Corporate Principal Investment and Funds Management 6% 1.4 DESCRIPTION OF THE OFFER Babcock & Brown is seeking to raise $550 million of additional capital by way of the Offer which will comprise: • The Foundation Offer open to Foundation Investors, principally comprising parties who have previously co-invested with Babcock & Brown. Commitments have already been received for in excess of $200 million worth of Shares under the Foundation Offer and minimum firm allocations have been made • The Broker Firm Offer open to Eligible Retail Investors who have received a firm allocation from their Broker. Commitments have already been received for $100 million worth of Shares under the Broker Firm Offer • The Institutional Offer which consists of an invitation to bid for Shares made to Eligible Institutional Investors in Australia, New Zealand and a number of other overseas jurisdictions pursuant to this Prospectus There will be no general public or formal employee Offer. Employees may participate through the Foundation Offer or Broker Firm Offer. All Shares issued under the Offer will be issued at the same Offer Price. Offer Proceeds The net proceeds raised in the Offer of $523 million are after the payment of the anticipated Offer expenses of $27 million. The net proceeds of the Offer will be invested in the ongoing business and expansion of the Group, across all Business Groups as referred to in Section 3. Further detail on the sources and uses of proceeds are contained in Section 2.3. 21
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APPENDIX A PRO-FORMA CONSOLIDATED F
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BABCOCK & BROWN PROSPECTUS CORPORAT
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