BABCOCK & BROWN

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tABLe of CoNteNts Important notices inside front cover Key dates 3 Investment highlights 4 Chairman’s letter 6 How to apply for BBSN 7 1. Key terms of BBSN 9 2. Answers to key questions 15 3. Details of the Offer 27 4. Information about Babcock & Brown 33 5. Summary financial information 41 6. Risk factors 49 7. Tax Letter 59 . Additional information 65 Appendix A Glossary 83 Appendix B Terms 91 Appendix C Arranger’s Financial Services Guide 109 Application Forms 113 Corporate directory inside back cover 2 BABCOCK & BROWN SUBORDINATED NOTES
Key DAtes Key dates for the Offer Date Announcement of Offer and Prospectus lodged with ASIC 9 November 2005 Bookbuild 17–18 November 2005 Margin announced and Opening Date 21 November 2005 General Offer Closing Date 5.00pm 14 December 2005 Broker Firm Offer Closing Date 10.00am 19 December 2005 Settlement Date 20 December 2005 Issue Date 21 December 2005 BBSN begin trading on ASX (deferred settlement basis) 22 December 2005 Holding Statements despatched by 28 December 2005 BBSN begin trading on ASX (normal settlement basis) 29 December 2005 Key dates for BBSN Record Date for first Interest Payment 7.00pm on 8 May 2006 First Interest Payment Date 15 May 2006 First Reset Date 15 November 2010 Maturity Date 15 November 2015 Dates may change These dates (excluding the key dates for BBSN) are indicative only and are subject to change. Babcock & Brown has the right, subject to agreement with the Lead Manager & Bookrunner, to extend the Offer, close the Offer early without notice, or to withdraw the Offer at any time before BBSN are issued. Accordingly, if you wish to apply for BBSN, you are encouraged to submit your Application Form as soon as possible after the Opening Date. If the Offer is extended, the subsequent dates above (excluding the key dates for BBSN) will also be extended. Quotation of BBSN Babcock & Brown will apply to ASX within seven days after the date of this Prospectus for BBSN to be quoted on ASX. Quotation of BBSN is not guaranteed. If ASX does not grant permission for BBSN to be quoted within three months after the date of this Prospectus (or any longer period permitted by law), BBSN will not be issued and all Application payments will be refunded (without interest) as soon as practicable. Making an Application No Application for BBSN will be processed (and no BBSN will be issued) until after the expiry of the Exposure Period. Applications will only be accepted during the Offer Period. During the Offer Period, you can obtain a copy of this Prospectus and Application Form at www.babcockbrown.com or by arranging for a copy to be sent to you by calling the BBSN InfoLine on 100 1 562. For information on who is eligible to apply for BBSN under the Offer and how to make an Application, see Section 3. BABCOCK & BROWN SUBORDINATED NOTES 3
Page 1 and 2: BABCOCK & BROWN Sydney Melbourne Br
Page 3 and 4: Prospectus & supplementary prospect
Page 5: SUPPLEMENTARY PROSPECTUS Issuer Bab
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%
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Group. The interests of these Emplo
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terrorist attack, major plant break
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6.3 General economic factors that m
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7. Tax Letter BABCOCK & BROWN SUBOR
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9 November 2005 The Directors Babco
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To the extent that a capital loss w
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8. Additional information BABCOCK &
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• Subordination. A claim by the T
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may be invested or otherwise made u
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8.6.1 Classes of shares The A Class
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Agreement. Under the agreement, the
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This right is independent of Babcoc
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8.10 Summary of the Arrangement Dee
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Greenwoods & Freehills has acted as
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8.20 Foreign acquisitions and takeo
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APPENDIX A - Glossary BABCOCK & BRO
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BBEM BBGP BBI Babcock & Brown Elect
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Guarantee Guarantor the unsecured a
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Security Trust Deed means the deed
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APPENDIX B - Terms of Issue BABCOCK
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(c) For the purposes of clause 2.1(
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2.11 Method of payment Any amount w
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4.4 Exit Notices (a) Once given by
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(2) (in the case of an entitlement
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(b) it shall have been indemnified
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13 Amendments to these Terms of Iss
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Change in Control Event means each
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Issuer’s Group means the Issuer a
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APPENDIX C - arranger’s financial
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From time to time BBAH may act unde
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Pin cheque(s) here (do not staple)
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Pin cheque(s) here (do not staple)
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CORPORATE DIRECTORY Issuer Babcock
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BABCOCK & BROWN

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