BABCOCK & BROWN

More documents

Recommendations

Info

APPENDIX B – terms of issue (d) The Trustee and each Holder waives, to the fullest extent permitted by law, any right to prove in any liquidation following a Winding Up of the Issuer as a creditor ranking for payment equally with any Creditor in respect of any Priority Claim referred to in clause 12.3(c)(2). 12.4 Repayment Subject to clause 12.3, BBSN will be repayable only upon Repayment or upon Winding Up. 12.5 Further documents The Issuer may require the Trustee to execute, on behalf of all Holders, such documents as the Issuer considers necessary or desirable for the purpose of the subordination of BBSN to any Priority Claim (provided that the Trustee is indemnified to its satisfaction, acting reasonably, against any expense or liability which it may incur as a result of doing so). 12.6 Voting rights Holders may not attend or vote at meetings of members of the Issuer unless provided for by the ASX Listing Rules or the Corporations Act. 12.7 Quotation The Issuer must use all reasonable endeavours and furnish all such documents, information and undertakings as may be reasonably necessary in order to procure quotation of BBSN and any Ordinary Shares issued or delivered on Exchange on a stock market conducted by ASX. 12.8 Ranking of Ordinary Shares Each Ordinary Share issued or delivered on Exchange will, as from the Realisation Date, rank equally in all respects with Ordinary Shares, except that they will not be entitled to any dividend or any other distribution or entitlement that has been declared or determined but not paid as at the Realisation Date. 12.9 Participation in new issues BBSN confer no rights to subscribe for new securities in the Issuer, and Holders acknowledge and agree that the Issuer is free to issue further BBSN or other securities (and to buy back or otherwise acquire BBSN or other securities) without further reference to Holders. 12.10 Reporting requirements (a) In addition to any requirements of the Corporations Act and the ASX Listing Rules, each Holder (if requested by that Holder) will be provided with copies of all annual and half-yearly reports and financial statements provided to holders of Ordinary Shares. (b) If requested by a Holder, the Holder is entitled to the annual and half-yearly reports and financial statements at the same time as, or as soon as reasonably practicable after, these are sent to the holders of Ordinary Shares. 12.11 Delivery of Ordinary Shares and payments to Holders (a) Ordinary Shares which are to be issued or transferred to a Holder upon Exchange of BBSN are to be registered in the name of the relevant Holder and a holding notice in respect of those Ordinary Shares is to be sent to the Holder (at its registered address in respect of the relevant BBSN). (b) Any amount (including for the avoidance of doubt any amount payable on Redemption or Resale of BBSN) which is payable to Holders in respect of BBSN is to be paid in the manner provided in clause 2.11. 102 BABCOCK & BROWN SUBORDINATED NOTES
13 Amendments to these Terms of Issue 13.1 Alteration without consent Subject to complying with all applicable laws, providing the Trustee with a copy of the alteration and the alteration not altering or conflicting with any of the rights and obligations of the Trustee, the Issuer may, by an instrument in writing and without the authority, assent or approval of Holders, alter these Terms of Issue if such alteration is, in the opinion of an independent law firm appointed by the Issuer: (a) of a formal, minor or technical nature; (b) made to correct a manifest error; (c) made to comply with any law or the ASX Listing Rules; (d) made to comply with the listing or quotation requirements of any securities exchange on which the Issuer may propose to seek quotation of BBSN or is convenient for the purpose of obtaining or maintaining the listing or quotation of BBSN; or (e) is not likely (taken as a whole and in conjunction with all other alterations, if any, to be made contemporaneously with that alteration) to be prejudicial to the interests of the Holders. The Trustee shall not be required to approve or comment on any such alteration. 13.2 Alteration by Special Resolution Without limiting paragraph 13.1, the Issuer may by an instrument in writing alter these Terms of Issue if the alteration has been approved by Holders by a Special Resolution and provided the alteration does not alter or conflict with, without its consent, any of the rights and obligations of the Trustee. The Trustee shall not be required to approve or comment on any such alteration. 13.3 Alteration In this paragraph ‘alter’ includes modify, cancel, amend or add to. 14 Interpretation 14.1 Interpretation (a) Unless the context otherwise requires, if there is any inconsistency between the Terms of Issue and the Trust Deed, then, to the maximum extent permitted by law, the Terms of Issue will prevail. (b) Unless otherwise specified, the Directors may exercise all powers of the Issuer under these Terms of Issue as are not, by the Corporations Act or by the constitution of the Issuer required to be exercised by the Issuer in general meeting. (c) Notices may be given by the Issuer to a Holder in the manner prescribed by the Trust Deed. (d) If a calculation is required under these Terms of Issue, unless the contrary intention is expressed, the calculation will be rounded to four decimal places. For the purposes of making any payment in respect of a Holder’s aggregate holding of BBSN, any fraction of a cent will be disregarded. For the purposes of issuing or transferring Ordinary Shares in respect of a Holder’s aggregate holding of BBSN, any fraction of an Ordinary Share will be disregarded. BABCOCK & BROWN SUBORDINATED NOTES 103
Page 1 and 2:
BABCOCK & BROWN Sydney Melbourne Br
Page 3 and 4:
Prospectus & supplementary prospect
Page 5 and 6:
SUPPLEMENTARY PROSPECTUS Issuer Bab
Page 7 and 8:
Key DAtes Key dates for the Offer D
Page 9 and 10:
Guarantee: BBSN have the benefit of
Page 11 and 12:
HoW to APPLy for BBsN Read Consider
Page 13 and 14:
1. Key terms of BBSN BABCOCK & BROW
Page 15 and 16:
Interest Payments (continued) Defer
Page 17 and 18:
Babcock & Brown’s transaction rig
Page 19 and 20:
2. answers to key questions BABCOCK
Page 21 and 22:
Topic Summary More information BBSN
Page 23 and 24:
Topic Summary More information Inte
Page 25 and 26:
Topic Summary More information Exch
Page 27 and 28:
Topic Summary More information Repa
Page 29 and 30:
Topic Summary More information Guar
Page 31 and 32:
3. Details of the Offer BABCOCK & B
Page 33 and 34:
3.2.1 Source of Interest Payments B
Page 35 and 36:
3.8 How do you complete Application
Page 37 and 38:
4. information about babcock & brow
Page 39 and 40:
4.2.1 Real Estate The Real Estate g
Page 41 and 42:
distribution, bulk terminal and pow
Page 43 and 44:
an economist with the Australian Tr
Page 45 and 46:
5. summary financial information BA
Page 47 and 48:
can be obtained free of charge by a
Page 49 and 50:
Consolidated balance sheet (continu
Page 51 and 52:
• performance fees earned from BJ
Page 53 and 54:
6. risk factors BABCOCK & BROWN SUB
Page 55 and 56: HISTORICAL BANK BILL SWAP RATE 8.0%
Page 57 and 58: Group. The interests of these Emplo
Page 59 and 60: terrorist attack, major plant break
Page 61 and 62: 6.3 General economic factors that m
Page 63 and 64: 7. Tax Letter BABCOCK & BROWN SUBOR
Page 65 and 66: 9 November 2005 The Directors Babco
Page 67 and 68: To the extent that a capital loss w
Page 69 and 70: 8. Additional information BABCOCK &
Page 71 and 72: • Subordination. A claim by the T
Page 73 and 74: may be invested or otherwise made u
Page 75 and 76: 8.6.1 Classes of shares The A Class
Page 77 and 78: Agreement. Under the agreement, the
Page 79 and 80: This right is independent of Babcoc
Page 81 and 82: 8.10 Summary of the Arrangement Dee
Page 83 and 84: Greenwoods & Freehills has acted as
Page 85 and 86: 8.20 Foreign acquisitions and takeo
Page 87 and 88: APPENDIX A - Glossary BABCOCK & BRO
Page 89 and 90: BBEM BBGP BBI Babcock & Brown Elect
Page 91 and 92: Guarantee Guarantor the unsecured a
Page 93 and 94: Security Trust Deed means the deed
Page 95 and 96: APPENDIX B - Terms of Issue BABCOCK
Page 97 and 98: (c) For the purposes of clause 2.1(
Page 99 and 100: 2.11 Method of payment Any amount w
Page 101 and 102: 4.4 Exit Notices (a) Once given by
Page 103 and 104: (2) (in the case of an entitlement
Page 105: (b) it shall have been indemnified
Page 109 and 110: Change in Control Event means each
Page 111 and 112: Issuer’s Group means the Issuer a
Page 113 and 114: APPENDIX C - arranger’s financial
Page 115 and 116: From time to time BBAH may act unde
Page 117 and 118: Pin cheque(s) here (do not staple)
Page 119 and 120: Pin cheque(s) here (do not staple)
Page 121 and 122: CORPORATE DIRECTORY Issuer Babcock
show all

BABCOCK & BROWN

Create successful ePaper yourself

Delete template?

Save as template?