BABCOCK & BROWN

Topic Summary More information
Exchange
What happens if • If BBSN are repaid by the delivery of Ordinary Shares, the number of Appendix B
my BBSN are Ordinary Shares to which you are entitled for each BBSN is calculated clause 6
Exchanged?
as the Exchange Ratio:
Exchange Ratio = Repayment Amount
VWAP x (1 - ED)
Where:
– VWAP means, subject to any adjustments described in Appendix B,
the average of the daily volume weighted average sale prices
(rounded to the nearest full cent) of Ordinary Shares sold on ASX
during the 20 Business Days immediately before the Realisation Date.
– Repayment Amount means the Face Value plus any Outstanding
Interest as at the Realisation Date that will not be separately paid in
cash as interest on the Realisation Date.
– ED means the Exchange Discount of 2.5% (or as changed by
Babcock & Brown on a Reset Date).
When will I receive • If you provided an Exit Notice requesting Exchange following the Appendix B
my Ordinary Shares occurrence of a Trigger Event or a Change in Control Event, and clauses 6, 14.2
upon Exchange? Babcock & Brown has decided to Exchange your BBSN, you will
receive your Ordinary Shares on or around the date which is 60 days
from the date Babcock & Brown notified you of the occurrence
of that event.
• If you provided an Exit Notice prior to the Reset Date and Babcock
& Brown has decided to Exchange your BBSN, you will receive your
Ordinary Shares on or around the Reset Date immediately following
the receipt of the Exit Notice by Babcock & Brown.
Trigger Events
What is a Trigger • An occurrence of any of the following: Appendix B
Event? – Babcock & Brown resolves in general meeting to be Wound Up; clause 14.2
– a provisional liquidator is appointed to Babcock & Brown;
– a court makes an order to Wind Up Babcock & Brown;
– an administrator is appointed to Babcock & Brown;
– Babcock & Brown executes a deed of company arrangement;
– a receiver or receiver and manager is appointed over the assets
or the undertaking of Babcock & Brown;
– an Interest Payment is not paid for more than 20 Business Days other
than in accordance with the deferral provisions in the Terms; or
– a Delisting Event occurs.
Will I know if a • Yes, Babcock & Brown must give notice to Holders that a Trigger Appendix B
Trigger Event Event has occurred as soon as reasonably practicable after it becomes clause 4.2(a)
occurs?
aware of such an event.
BABCOCK & BROWN SUBORDINATED NOTES 21