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IMPORTANT INFORMATION THIS PROSPECTUS The Offer contained in this Prospectus is an invitation to apply for Shares in Babcock & Brown Limited.This Prospectus is a replacement prospectus dated 20 September 2004 and was lodged with the Australian Securities & Investments Commission (ASIC) on that date. It replaces the prospectus dated and lodged with ASIC on 9 September 2004 (Prospectus Date). ASIC and Australian Stock Exchange Limited (ASX) take no responsibility for the contents of this Prospectus. No person is authorised to provide any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information or representation not in this Prospectus may not be relied on as having been authorised by the Issuer in connection with the Offer. No Shares will be sold or issued on the basis of this Prospectus later than 13 months after the Prospectus Date. Babcock & Brown will apply to ASX for listing and quotation of the Shares on ASX within seven days after the Prospectus Date. THIS IS NOT INVESTMENT ADVICE – YOU SHOULD SEEK YOUR OWN FINANCIAL ADVICE The Offer does not take into account the investment objectives, financial situation and particular needs of any investor. It is important that you read the entire Prospectus before making any decision to invest in the Shares. In particular, in considering the prospects of Babcock & Brown, it is important that you consider the risk factors that could affect the financial performance of the Group.You should carefully consider these factors in light of your particular investment objectives, financial circumstances and investment needs (including financial and taxation issues) and seek professional advice from your accountant, financial advisor, stockbroker, lawyer or other professional advisor before deciding whether to invest. Some of the risk factors that should be considered by prospective investors are set out in Section 7. ELECTRONIC PROSPECTUS This Prospectus will, at some stage during the Exposure Period, be available in electronic form at www.babcockbrown.com.The Offer constituted by this Prospectus in electronic form is available only to residents in Australia. Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus. A hard copy of this Prospectus is available free of charge to any person in Australia by telephoning the Babcock & Brown Share Offer Information Line on 1800 883 072 during the period of the Offer. The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to a hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus. FOREIGN JURISDICTIONS The distribution of this Prospectus (including an electronic copy) in jurisdictions outside Australia may be restricted by law. Persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify this Prospectus or to otherwise permit a public offering of Shares outside Australia. In particular, this Prospectus has not been registered under the United States Securities Act of 1933 (Securities Act), and Shares may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S of the Securities Act). Shares may be offered in a jurisdiction outside Australia where such an offer is made in accordance with the laws in that jurisdiction. If you are located in jurisdictions outside Australia you should refer to Section 2.16. FINANCIAL INFORMATION All financial amounts contained in this Prospectus are expressed in Australian currency unless otherwise stated. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding. PRIVACY The Application Form accompanying this Prospectus requires you to provide information that may be personal information for the purposes of the Privacy Act 1988 (Cth) (as amended).The Issuer (and the Registry on its behalf) may collect, hold and use that personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and to carry out appropriate administration.Tax and company law also requires some of the information to be collected in connection with your Application. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all. The information may also be disclosed to members of the Group and to their agents and service providers on the basis that they deal with such information in accordance with Babcock & Brown’s privacy policy. If you become a Shareholder, your information may also be used or disclosed from time to time to inform you about the Group’s products or services that the Group thinks may be of interest to you. If you do not want your personal information to be used for this purpose, you should contact: the Babcock & Brown Group by telephoning +61 2 8280 7183 or writing to the Group through ASX Perpetual Registrars Limited at: Locked Bag A14, Sydney South NSW 1235. Under the Privacy Act 1988 (Cth), you may request access to your personal information held by (or on behalf of) the Group or the Share Registrar.You can request access to your personal information by telephoning +61 2 8280 7183 or writing to the Group through ASX Perpetual Registrars Limited at: Locked Bag A14, Sydney South NSW 1235. You can obtain a copy of the Group’s privacy policy electronically at www.babcockbrown.com. EXPOSURE PERIOD The Corporations Act prohibits the Group from processing Applications during the Exposure Period.The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Any Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period. This Prospectus will be made available at some stage during the Exposure Period at www.babcockbrown.com.
BABCOCK & BROWN PROSPECTUS TABLE OF CONTENTS SECTION 1 Summary of key information 17 SECTION 2 Details of the Offer 25 SECTION 3 Business Overview 35 SECTION 4 Board, management and corporate governance 89 SECTION 5 Financial information 103 SECTION 6 Independent Accountants’ Reports 131 SECTION 7 Risk factors 139 SECTION 8 Additional information 147 SECTION 9 Definitions and glossary 165 APPENDIX A Pro-forma consolidated financial statements 171 1
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SECTION 3 BUSINESS OVERVIEW Acceler
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SECTION 3 BUSINESS OVERVIEW • New
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SECTION 3 BUSINESS OVERVIEW In 1996
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SECTION 3 BUSINESS OVERVIEW Case st
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SECTION 3 BUSINESS OVERVIEW Power t
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SECTION 3 BUSINESS OVERVIEW Selecte
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SECTION 3 BUSINESS OVERVIEW Future
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SECTION 3 BUSINESS OVERVIEW Forecas
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SECTION 3 BUSINESS OVERVIEW Backgro
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SECTION 3 BUSINESS OVERVIEW The com
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SECTION 3 BUSINESS OVERVIEW Railcar
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SECTION 3 BUSINESS OVERVIEW The sem
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SECTION 3 BUSINESS OVERVIEW Financi
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SECTION 3 BUSINESS OVERVIEW STRUCTU
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SECTION 3 BUSINESS OVERVIEW Key dri
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SECTION 3 BUSINESS OVERVIEW Other O
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SECTION 3 BUSINESS OVERVIEW Future
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SECTION 3 BUSINESS OVERVIEW CORPORA
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SECTION 3 BUSINESS OVERVIEW Case st
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SECTION 3 BUSINESS OVERVIEW Financi
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BABCOCK & BROWN PROSPECTUS Elizabet
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BABCOCK & BROWN PROSPECTUS Steven Z
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BABCOCK & BROWN PROSPECTUS 4.5.1 Au
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BABCOCK & BROWN PROSPECTUS As these
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BABCOCK & BROWN PROSPECTUS • Empl
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BABCOCK & BROWN PROSPECTUS In analy
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103
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BABCOCK & BROWN PROSPECTUS The AGAA
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BABCOCK & BROWN PROSPECTUS 5.2.2 Su
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BABCOCK & BROWN PROSPECTUS As at 31
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BABCOCK & BROWN PROSPECTUS PRO-FORM
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BABCOCK & BROWN PROSPECTUS Year end
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BABCOCK & BROWN PROSPECTUS As at 31
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BABCOCK & BROWN PROSPECTUS It shoul
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BABCOCK & BROWN PROSPECTUS 5.3.2.2
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BABCOCK & BROWN PROSPECTUS Net corp
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BABCOCK & BROWN PROSPECTUS 5.3.2.4
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BABCOCK & BROWN PROSPECTUS 5.4.2 Pr
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BABCOCK & BROWN PROSPECTUS 5.4.3 Pr
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BABCOCK & BROWN PROSPECTUS (d) Fina
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BABCOCK & BROWN PROSPECTUS INDEPEND
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BABCOCK & BROWN PROSPECTUS read in
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BABCOCK & BROWN PROSPECTUS The Erns
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BABCOCK & BROWN PROSPECTUS Our revi
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BABCOCK & BROWN PROSPECTUS 7.1.5 Re
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BABCOCK & BROWN PROSPECTUS • a pr
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BABCOCK & BROWN PROSPECTUS 7.1.25 A
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BABCOCK & BROWN PROSPECTUS 8.2.4 Is
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BABCOCK & BROWN PROSPECTUS Collecti
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BABCOCK & BROWN PROSPECTUS Specific
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BABCOCK & BROWN PROSPECTUS Similarl
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BABCOCK & BROWN PROSPECTUS Another
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BABCOCK & BROWN PROSPECTUS • * Af
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BABCOCK & BROWN PROSPECTUS In the e
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BABCOCK & BROWN PROSPECTUS • Erns
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165
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BABCOCK & BROWN PROSPECTUS Term Def
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BABCOCK & BROWN PROSPECTUS Term GST
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APPENDIX A PRO-FORMA CONSOLIDATED F
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BABCOCK & BROWN PROSPECTUS AGAAP CO
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BABCOCK & BROWN PROSPECTUS AUSTRALI
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BABCOCK & BROWN PROSPECTUS 1. SUMMA
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BABCOCK & BROWN PROSPECTUS Deprecia
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BABCOCK & BROWN PROSPECTUS Any leas
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BABCOCK & BROWN PROSPECTUS 2. CONSO
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BABCOCK & BROWN PROSPECTUS 3. PRO-F
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BABCOCK & BROWN PROSPECTUS AGAAP re
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BABCOCK & BROWN PROSPECTUS 6. RECON
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BABCOCK & BROWN PROSPECTUS 7. REVEN
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BABCOCK & BROWN PROSPECTUS 9. GAINS
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BABCOCK & BROWN PROSPECTUS 14. INVE
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BABCOCK & BROWN PROSPECTUS For enti
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BABCOCK & BROWN PROSPECTUS 19. PROP
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BABCOCK & BROWN PROSPECTUS 25. DEPO
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BABCOCK & BROWN PROSPECTUS Margin L
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BABCOCK & BROWN PROSPECTUS 33. RELA
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BABCOCK & BROWN PROSPECTUS 36. INVE
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BABCOCK & BROWN PROSPECTUS Country
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BABCOCK & BROWN PROSPECTUS 38. SEGM
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BABCOCK & BROWN PROSPECTUS Other Se
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BABCOCK & BROWN PROSPECTUS 39. FINA
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BABCOCK & BROWN PROSPECTUS CORPORAT
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