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SECTION 2 DETAILS OF THE OFFER 2.4 WHAT IS BEING OFFERED The Offer comprises Shares in Babcock & Brown, which will be listed on ASX. As part of the restructuring to enable the IPO, all non-US Executive Stakeholders and HVB will acquire Shares in Babcock & Brown. However, US Executive Stakeholders will hold their interest in the Group through Babcock & Brown International Pty Limited (BBIPL), the holding company for the Group’s operations.The US Executive Stakeholders will hold their interest at the BBIPL level because direct ownership at the listed company level might have material adverse tax consequences for US Executive Stakeholders. Each Share held in Babcock & Brown and BBIPL will have materially equivalent economic rights. Executive Stakeholders holding BBIPL shares will be subject to the same escrow provisions as Executive Stakeholders holding Babcock & Brown Shares. BBIPL Shares may, however, be transferred to Babcock & Brown in return for Babcock & Brown Shares on, essentially, a one-for-one basis. Further, the one for one basis reduces after the earlier of 11 years or 60% of BBIPL Shares having been exchanged into Babcock & Brown Shares to encourage the exchange of BBPIL Shares for Babcock & Brown Shares. Post-IPO ownership structure Additional detail on these arrangements along with the pre-IPO restructuring, corporate structure, transitional arrangements between Babcock & Brown and BBIPL and rights associated with Shares held in both entities is contained in Section 8. LISTED ON ASX Pre-IPO Non US Stakeholders Employee Trust Pre-IPO US Executive Stakeholders 20.4% 3.8% 11.9% 33.9% 30.0% Babcock & Brown Limited 70.0% Redemption NOTE The split between the BBIPL and Babcock & Brown holdings of pre-IPO owners may be adjusted on or prior to the IPO as referred to in Section 4.7.8. 28
BABCOCK & BROWN PROSPECTUS 2.5 OWNERSHIP POST-IPO None of the Executive Stakeholders are selling any Shares into the Offer.There may, however, be adjustments between owners prior to Allotment. Subject to the internal share transfers described above, the estimated ownership of the Group at the completion of the Offer is outlined in the table below. Economic Interests 1 % Pre-IPO Non US Executive Stakeholders 3 66,296,416 20.4 Pre-IPO US Executive Stakeholders (BBIPL) 3 97,503,584 30.0 Employee Trusts 12,500,000 3.8 HVB 3 38,700,000 11.9 Public 110,000,000 33.9 Total 2 325,000,000 100.0 NOTES 1. Shares in Babcock & Brown and BBIPL have materially equivalent rights and hence are aggregated for the purposes of the table. 2. Excludes 23.5 million Options on issue at IPO further details of which are outlined in Section 4.7.7. 3. Indicative number due to possible adjustments between Executive Stakeholders and HVB as outlined in Section 2.4. On completion of the Offer, Babcock & Brown will have an equity capitalisation of $1,625 million, including BBIPL, and a market capitalisation of $1,136 million, excluding BBIPL.The Executive Stakeholders will have an Economic Interest in the Group of approximately 54.2%.The interests of the pre-IPO US Executive Stakeholders will be held through BBIPL.To comply with accounting regulations these interests will be treated as an outside equity interest of Babcock & Brown. 2.6 VOLUNTARY ESCROW AND OTHER EXECUTIVE RETENTION ARRANGEMENTS Pre-IPO Executive Stakeholders have entered into voluntary escrow arrangements progressively ending following release of the 2005-2007 annual results. Selected Executive Stakeholders have also entered into Executive Retention Arrangements for the same period, including appropriate non-compete provisions. Further details of the escrow and other executive retention arrangements are set out in Sections 4.7.8 and 4.7.9, respectively. Interests held by Executive Stakeholders include recent grants held by the Employee Trusts.These grants were made to ensure the future generation of Executives have a material stake in Babcock & Brown.The details of the Employee Trusts are set out in Section 4.7.7. 29
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SECTION 3 BUSINESS OVERVIEW Future
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SECTION 3 BUSINESS OVERVIEW CORPORA
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BABCOCK & BROWN PROSPECTUS Elizabet
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BABCOCK & BROWN PROSPECTUS 4.5.1 Au
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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 (d) Fina
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BABCOCK & BROWN PROSPECTUS INDEPEND
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APPENDIX A PRO-FORMA CONSOLIDATED F
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BABCOCK & BROWN PROSPECTUS CORPORAT
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