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Update on Takeover Activity

Summary of recent events

On 15 March 2016 Asciano announced that it had entered into binding documentation with the “Brookfield Consortium” (Brookfield Infrastructure Partners L.P. (and certain of its affiliates) GIC Private Limited (and certain of its affiliates) and British Columbia Investment Management Corporation) and the “Qube Consortium” (Qube Holdings Limited, Canada Pension Plan Investment Board, Global Infrastructure Management, LLC (on behalf of itself and its managed funds and clients) and CIC Capital Corporation) in relation to the Joint Consortium Scheme including an implementation deed (Scheme Implementation Deed) and sale agreements in relation to Patrick’s container terminal business (Ports) and the Bulk & Automotive Port Services business (together BAPS).

Under the Scheme Implementation Deed, it is proposed that a vehicle (BidCo) owned directly or indirectly by CPPIB, GIP, CIC Capital, GIC and bcIMC (Rail Consortium), will acquire 100% of the issued capital of Asciano at $9.15 cash per Asciano share (reduced by the cash value of any permitted special dividend) (Scheme Consideration). The $9.15 Scheme Consideration represents the $9.28 per share announced on 23 February 2016, reduced by the amount of the interim dividend of $0.13 per share declared by Asciano on 24 February 2016 which is payable on 24 March 2016. The combined value of the $9.15 Scheme Consideration and the $0.13 interim dividend per Asciano share implies an enterprise value of approximately $12.0 billion.  

The Asciano Board has considered the Joint Consortium Scheme in the context of the previously announced Qube Consortium proposal and unanimously recommends that Asciano shareholders vote in favor of the Joint Consortium Scheme in respect of all of their Asciano shares, subject to:

  • Asciano not receiving a superior proposal; and
  • an independent expert opining that the Joint Consortium Scheme is in the best interests of Asciano shareholders.

It is anticipated that a Scheme Booklet in relation to the proposed Joint Consortium Scheme will be sent to Asciano shareholders on or about 2 May 2016.  Asciano shareholders are expected to meet to vote on the Scheme on 3 June 2016.

For further information please click through to the Takeover Proposal section of the website.

Key Dates Current Scheme of Arrangement

Date Event

10am Sydney time,

Wednesday, 1 June 2016

Proxy Deadline

7:00pm  Sydney time

Wednesday, 1 June 2016

Scheme Meeting Record Date for determining eligibility to vote at the Scheme Meeting

10am Sydney time

Friday, 3 June 2016

Scheme Meeting
Tuesday, 7 June 2016 If the Scheme is approved by the Requisite Majority of Eligible Asciano Shareholders - Announcement of Special Dividend (if any) to the ASX, conditional on the Scheme becoming Effective
Thursday, 9 June 2016 Second Court Date for approval of the Scheme
Friday, 10 June 2016 Effective Date

7:00pm Sydney time

Wednesday, 15 June 2016

Special Dividend Record Date

Record date for determining entitlement to Special Dividend

Thursday, 23 June 2016 Special Dividend Payment Date

7:00pm Sydney

Friday, 24 June 2016 7:00pm

Scheme Record Date
Record date for determining entitlement to Scheme Consideration
Wednesday, 29 June 2016 Completion of the Ports Sale Transaction and the BAPS Sale Transaction
Thursday, 30 June 2016 Implementation Date
Payment of Scheme Consideration (by either cheque or electronic funds transfer to the
nominated bank accounts used for dividend payments)
   

Note: all dates stated above or throughout the Scheme Booklet are indicative only and (among other things) are subject to all necessary approvals from the Court. Any changes to the above timetable (which may include an earlier or later date for the Second Court Date) will be announced through ASX and notified on this website.

 

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