Apa Group · ASX:APA
Apa — Australian Pipeline Trust — Merger or Acquisition (June 2006)
32 slides from Apa's merger presentation, Jun 19, 2006
Slide 1: Takeover Offer for GasNet
Australian QB tecariceioe Pipeline trust Takeover Offer for GasNet 19 June 2006
Slide 2: Important notice and disclaimer
Important notice and disclaimer The purpose of this Presentation is fo provide general information about tne proposed acquisition of GasNet Australia Group (GasNet}. it is not a recommendation that any person makes any invesiment decision in relation fo Babcock & Brown Infrastructure Group (BBI), Ba
Slide 3: Contents
Contents Sections 1 Overview of the Offer and strategic rationale 3 2 Reasons fo accept the Offer 6 3 APA and BBI Joint Venture 16 4 Benefits to BBI securityhoiders 18 5 Benefits to APA securityholders 20 6 Details of the Offer 22 7 Next steps 24 8 In summary 26 Appendices A Background information o
Slide 4: 1. Overview of the Offer and strategic rationale
1. Overview of the Offer and strategic rationale
Slide 5: The Offer
The Offer BBI, in association with APA, announces a scrip Takeover Offer for GasNet a APA and BBI', the two largest securityholders in GasNet, who together control 14.2% of GasNet, have joined to acquire GasNet a The Offer provides GasNet securityholders with the opportunity to participate in BBI wh
Slide 6: GasNet assets
GasNet assets 2 FNERESSOS STG Source: GasNet website ‘Australian Qiwww =, ReelnerTst
Slide 7: 2. Reasons to accept the Offer
2. Reasons to accept the Offer
Slide 8: Reasons to accept the Offer
Reasons to accept the Offer a BBthas a superior track record of total securityholder returns a BBI's distributions have historically shown strong growth a Access to an entity that has historically paid 100% fully tax deferred distributions a Attractive premium a BBI provides greater asset class, geo
Slide 9: BBI has a superior track record of total returns
BBI has a superior track record of total returns a BBI has a proven track record of providing total securityholder returns in excess of GasNet! Total Securityholder Returns’ from 24 June 2002° to 16 June 2006* 208% 180% 160% 140% 120% 100% 80% 178% Totai Retums 81% 60% 40% 20% 0% @BBI @ GasNet Past
Slide 10: BBI's distributions have historically shown strong growth
BBI’s distributions have historically shown strong growth a Whilst GasNet’s distributions have fallen (9.1% reduction over the last three years‘), BB| has a history of strong growth in distributions (29.3% over the same period?) * Three Year Distribution Growth 35% 5 30% + 25% ~ 20% + 18% ~ 10% + B%
Slide 11: Access to an entity that has historically paid 100% fully tax deferred distributions
Access to an entity that has historically paid 100% fully tax deferred distributions a GasNet has historically paid out less than 60%! of its total distributions in a tax deferred form a Since listing, BBI has paid 100% of its distributions in a tax deferred form! #5 a For the majority of investors,
Slide 12: Attractive premium to GAS security price (cum BBI distribution)
Attractive premium to GAS security price (cum BBI distribution) a Compelling Offer with an attractive premium to GasNet security price and average broker valuations Offer Price Premium 2.60 2.50 2.40 2.30 2.20 2.40 2.00 Closing Price (4) ‘4-month VWAP (2) Average Broker Valuation (3) @ GasNet Securi
Slide 13: Attractive premium to GAS security price (ex BBI distribution)
Attractive premium to GAS security price (ex BBI distribution‘) a Compelling Offer with an attractive premium to GasNet security price and average broker valuations Offer Price Premium 2.50 2.40 2.30 2.20 2.40 2.00 Closing Price (4} 4-month VWAP (2) Average Broker Valuation (3) v GasNet Security Pri
Slide 14: Greater asset class, geographical and regulatory diversity
Greater asset class, geographical and regulatory diversity ® BBI provides access to a diverse range of asset classes with different regulatory regimes, across different geographies. GasNet provides exposure fo predominantly one type of asset ~ gas transmission in one ory environment GasNet EBITDA’ (
Slide 15: Access to a more liquid security with greater market capitalisation
Access to a more liquid security in an entity with greater market capitalisation a Greater access to capital markets due to greater liquidity and increased financial scale a On 16 June 2006 GasNet was deleted from the S&P / ASX200 Index, whereas BBI is now one of the top 100 listed companies in Aust
Slide 16: Access to an entity that has delivered consistent growth in asset base
Access to an entity that has delivered consistent growth in asset base a BBI has significantly grown its asset base both organically and through acquisition* a This growth has been achieved in conjunction with delivering a total securityholder return of 175%! a By comparison, GasNet has tried and be
Slide 17: 3. APA and BBI Joint Venture
3. APA and BBI Joint Venture
Slide 18: APA and BBI Joint Venture
APA and BBI Joint Venture APA and BBI will, following completion of the Offer, jointly own GasNet a APA and BBI have come together to: ~ Form a Joint Venture of two feading Australian businesses, each of which are committed to delivering superior returns to investors through organic and acquisitive
Slide 19: 4. Benefits to BBI securityholders
4. Benefits to BBI securityholders
Slide 20: Benefits to BBI securityholders
Benefits to BBI securityholders # GasNet is a complementary business to BBI’s existing asset portfolio @ The acquisition is consistent with BBI’s investment criteria # Participation in the consolidation of the Australian energy and utility sector # Broadens BBI's presence in the Australian market #
Slide 21: 5. Benefits to APA securityholders
5. Benefits to APA securityholders
Slide 22: Benefits to APA securityholders
Benefits to APA securityholders # GasNet is a complementary business to APA’s existing asset portfolio a Meets APA’s investment criteria and enhances ability to grow securityholder distributions # Reinforces APA’s position as a leading owner and operator of energy transmission assets in Australia #
Slide 23: 6. Details of the Offer
6. Details of the Offer
Slide 24: Details of the Offer
Details of the Offer = Offer to be made by BBI GP (Aust) Pty Ltd (a wholly owned subsidiary of BBI) for all of the GasNet stapled securities in the ratio of 1.545 BBI stapled securities for each GasNet stapled security # This Offer values GasNet’s equity at approximately $371.7 million’ (cum estimat
Slide 25: 7. Next steps
7. Next steps
Slide 26: Next steps
Next steps Announcement of Offer 19 June 2006 Bidders Statement lodged Late June 2006 Bidder's Statement dispatched and Offer opens Mid July 2006 Expected Offer close (unless extended) Mid August 2006 ‘Australian SBwsew , fipeisetun
Slide 27: 8. In summary
8. In summary
Slide 28: In summary
In summary = Compelling Offer for a quality infrastructure asset « By the two largest securityholders in GasNet who together control 14.2% # Consistent with APA and BBI strategies # BBI has superior historical total securityholder returns # Exposure to a more diversified business portfolio # Leverag
Slide 29: Appendices
Appendices
Slide 30: A. Background information on BBI
A. Background information on BBI A diversified investment vehicle, consisting of domestic and international infrastructure assets ® Diversified infrastructure investment vehicle fisted on the ASX with gross assets increasing to A$9.6 billion post NorthWestern Energy Corporation* (NWEC)) (excluding G
Slide 31: B. Background information on APA
B. Background information on APA A leading owner and operator of energy transmission businesses in Australia w Major energy transmission business in Australia with interests in more than 8,000km of natural gas Pipeline infrastructure, a coalseam gas processing plant, gas storage facilities and a hig
Slide 32: C. Background information on GasNet
C. Background information on GasNet A Victorian-focused high-pressure transmission pipeline network & Public listed company based in Victoria sa Owns and maintains 1,930 km of high pressure ga: transmission pipeline networks, which serve a total consumption base of approximately 14 million residenti
Australian Pipeline Trust — Merger or Acquisition (June 2006) on 6ix