BABCOCK & BROWN

8.20 Foreign acquisitions and takeovers
The Babcock & Brown Group may require approval under
the Foreign Acquisitions and Takeovers Act 1975 (Cth) in
respect of certain kinds of Corporate Finance and Real Estate
transactions which it may wish to enter into in the future.
For a description of the types of transactions undertaken by
the Group in this regard, see Section 4.2.
8.21 Incorporation by reference
The following important material has been lodged with
ASIC and is incorporated by reference into this Prospectus:
• pages 22 to 58 of the Half-Year Financial Statements
(see Section 5.2);
• the Trust Deed (see Section 8.4); and
• sections 4.6, 4.7, 8.5, 8.10, 8.12 and Notes 2, 3 and 4
of Appendix A of the IPO Prospectus (see Section 5.3
and 8.14).
Copies of any or all of this material can be obtained free of
charge by any person who requests it during the Offer Period,
by contacting the BBSN InfoLine on 1800 818 562.
8.22 ASX relief
ASX has given its in principle agreement to grant the
following waivers in relation to the Listing Rules as they
apply to BBSN:
• in relation to the listing rules 10.1 and 10.11 to the extent
necessary to permit Babcock & Brown to issue Ordinary
Shares to related parties of Babcock & Brown on Exchange
of BBSN and otherwise to facilitate the Exchange of
BBSN without the approval of Shareholders; and
• in relation to listing rule 10.11 to permit Directors and
their related parties to participate in the Offer without
shareholder approval, on condition that Directors and their
related parties in aggregate are not issued more than 0.2%
of the total number of BBSN which may be issued under
the Offer and their participation is on the same terms and
conditions as those for any other applicant.
• in calculating the number of BBSN that may be issued
in accordance with listing rule 7.1, Babcock & Brown
may notionally convert BBSN at the closing market price
of Ordinary Shares on ASX on the day prior to the
announcement of the Offer.
8.23 ASIC relief
The Arranger has received ASIC relief to enable its Financial
Services Guide to be included as a separate part of this
Prospectus in Appendix C.
8.24 Expiry Date
No BBSN will be offered on the basis of this Prospectus
after the Expiry Date.
8.25 Governing law
This Prospectus and the contracts that arise from the
acceptance of the Applications are governed by the law
applicable in New South Wales and each applicant submits to
the exclusive jurisdiction of the courts of New South Wales.
8.26 Directors’ consents to lodgement
Each Director has given and has not withdrawn their
consent to the issue of this Prospectus, and to its lodgement
with ASIC.
Signed for and on behalf of Babcock & Brown by:
Phillip Green
Director
In addition, ASX has confirmed that:
• a change to the Interest Rate, the Market Rate or the
Margin or to the frequency or timing of Interest Payment
Dates contemplated by the Terms is not a change to
Holder’s rights to receive Interest for the purpose of listing
rule 6.10; and
BABCOCK & BROWN SUBORDINATED NOTES 81