BABCOCK & BROWN

8. Additional information
• to induce that person to become, or qualify as, a Director,
other than as set out in sections 4.6, 4.7, 8.5 and 8.10 of
the IPO Prospectus; or
• for services provided by that person in connection with
the formation or promotion of Babcock & Brown, other
than as set out in sections 4.6, 4.7, 8.5 and 8.10 of the
IPO Prospectus; or
• for services provided by that person in connection with
the Offer, other than as set out in this Prospectus.
8.17 Foreign selling restrictions
As at the date of this Prospectus, no action has been taken to
register or qualify BBSN or the Offer or otherwise to permit
a public offering of BBSN outside Australia.
The distribution of this Prospectus (including an electronic
copy) outside Australia may be restricted by law. If you come
into possession of this Prospectus outside Australia, then you
should seek advice on, and observe, any such restrictions. Any
failure to comply with such restrictions may violate securities
laws. This Prospectus does not constitute an offer or invitation
in any jurisdiction in which, or to any person to whom, it
would not be lawful to make such an offer or invitation.
In particular, BBSN have not been and will not be registered
under the US Securities Act or the securities laws of any
state of the United States, and may not be offered or sold in
the United States or to, or for the account or benefit of, a
US Person, except pursuant to an exemption from, or in a
transaction not subject to the registration requirements of, the
US Securities Act and applicable United States securities laws.
Any offer, sale or resale of BBSN in the United States by a
dealer (whether or not participating in the Offer) may violate
the registration requirements of the US Securities Act if made
within 40 days of the Issue Date.
A public offering of BBSN to New Zealand investors may
only be made pursuant to an investment statement which has
been lodged with the appropriate authority.
Notwithstanding the above, Babcock & Brown and the Lead
Manager & Bookrunner reserve the right to offer BBSN
under the Institutional Offer to any Institutional Investor
outside Australia, where to do so would not be in breach of
the securities law requirements of the relevant jurisdiction.
It is the intention and expectation of Babcock & Brown
that none of Babcock & Brown’s non-Australian associates
acquires BBSN as any such acquisition of BBSN by non-
Australian associates of Babcock & Brown could result in the
entire issue failing the “public offer test” under section 128F
of the Income Tax Assessment Act 1936 (Cth).
Each person submitting an Application Form or otherwise
acquiring BBSN will be deemed to have acknowledged that it
is aware of the restrictions referred to in this Section 8.17 and
to have represented and warranted that it is able to apply for
and acquire BBSN in compliance with those restrictions.
8.18 Privacy statement
If you apply for BBSN, you will be asked to provide personal
information to Babcock & Brown (and the Lead Manager &
Bookrunner or your Retail Broker, if you are a Broker Firm
Applicant) and the Registry, on Babcock & Brown’s behalf.
Babcock & Brown, the Registry and the Lead Manager &
Bookrunner (or your Retail Broker) will collect, hold and use
that personal information to assess your Application, service
your needs as a Holder, and provide facilities and services that
you request and carry out appropriate administration.
Company and tax law requires some of the information to
be collected. If you do not provide the information requested,
your Application may not be able to be processed efficiently,
if at all.
Under the Privacy Act 1988 (Cth), you may request access
to your personal information held by or on behalf of
Babcock & Brown. You can request access to your personal
information or obtain further information about Babcock &
Brown’s management practices by contacting the Registry or
Babcock & Brown. If the Registry’s record of your personal
information is incorrect or out of date, it is important that
you contact Babcock & Brown or the Registry so that your
records can be corrected.
8.19 ASX quotation
Babcock & Brown will apply for BBSN to be quoted on
ASX within seven days after the date of this Prospectus.
If ASX does not grant permission for BBSN to be quoted
within three months (or any longer period permitted by
law) after the date of this Prospectus, BBSN will not be
issued and all Application payments will be refunded
(without interest) to applicants as soon as practicable.
80 BABCOCK & BROWN SUBORDINATED NOTES