BABCOCK & BROWN

3.8 How do you complete Application Forms?
There is a guide on how to complete the Application Forms in
the back of this Prospectus.
3.8.1 Provision of Tax File Number and/or Australian
Business Number
If you are an Australian tax resident Holder, the Registry will
provide you with a form when your Holding Statement is
despatched to you that will request your Tax File Number
(TFN) and/or Australian Business Number (ABN). You do
not have to provide your TFN or ABN. However, Babcock &
Brown may be required to withhold Australian tax at the
maximum highest marginal tax rate (currently 48.5% including
the Medicare Levy) on the amount of any Interest Payments
unless one of the following is provided:
• TFN;
• TFN exemption details (if applicable); or
• ABN (if BBSN are held in the course of an enterprise
carried on by a Holder).
3.8.2 Acknowledgment and privacy statement
By returning an Application Form, you acknowledge that you
have received and read this Prospectus in its entirety.
The information about you included on an Application Form
is used for the purposes of processing the Application and, if it
is successful, to administer your BBSN holding (and Ordinary
Shares if they are issued on Exchange). For information about
the acknowledgments and privacy statement in relation to
personal information that you provide by completing an
Application Form, see Section 8.18.
3.9 Where do you send completed
Application Forms?
If you are a General Applicant, your completed Application
Form and Application payment should be:
• mailed to:
BBSN Offer
Link Market Services Limited
Locked Bay A14
Sydney South NSW 1235
• or hand delivered to:
BBSN Offer
Link Market Services Limited
Level 8, 580 George Street
Sydney NSW 2000
Broker Firm Applicants should return their completed
Application Forms and Application payments in accordance
with arrangements made between them and their Retail Broker.
3.10 Allocation policy
Babcock & Brown intends to issue up to 2.5 million BBSN
to raise up to $250 million. If there is sufficient demand,
Babcock & Brown, in consultation with the Lead Manager &
Bookrunner, will consider accepting oversubscriptions for up
to 0.5 million BBSN to raise up to an additional $50 million.
The Allocation policy for Retail Brokers will be determined
under the Bookbuild, see Section 3.10.1. Babcock & Brown
and the Lead Manager & Bookrunner have the right to
nominate the persons to whom BBSN will be Allocated,
including in respect of firm Allocations to Retail Brokers
and Institutional Investors.
The arrangements between Babcock & Brown and the Lead
Manager & Bookrunner in relation to how the Offer is to be
managed are set out in the Offer Management Agreement
which is summarised in Section 8.7.
3.10.1 Bookbuild
The Bookbuild is a process conducted by the Lead Manager
& Bookrunner after this Prospectus is lodged with ASIC
and prior to the Opening Date. In this process, Institutional
Investors, Senior Co-Managers, Co-Managers and other
brokers, are invited to lodge bids for BBSN with an indicative
Margin range of 2.00% to 2.30% per annum.
On the basis of those bids, Babcock & Brown and the Lead
Manager & Bookrunner will determine the Margin until the
first Reset Date and firm Allocations to Retail Brokers and
Institutional Investors.
The Bookbuild will be conducted under the terms and
conditions agreed by Babcock & Brown and the Lead Manager
& Bookrunner under the Offer Management Agreement. Firm
Allocations under the Bookbuild will be issued to successful
Applicants under the terms and conditions of this Prospectus.
3.10.2 Settlement underwriting
On, and subject to, the successful completion of the Bookbuild,
the Lead Manager & Bookrunner has agreed in the Offer
Management Agreement to settlement underwrite the number
of BBSN Allocated to Institutional Investors and Retail Brokers
through the Bookbuild. Under the Offer Management
Agreement, as part of this settlement underwriting, the Lead
Manager & Bookrunner will pay to Babcock & Brown, or
BABCOCK & BROWN SUBORDINATED NOTES 31