This is a summary of the announcement made in Australia to the ASX. The
full version is available at this link: http://www.asx.com.au/asxpdf/20120713/pdf/427d4pdcjygbp6.pdf.
All-cash Offer price of $2.325 per HDF stapled security
Eligible HDF securityholders will also be entitled to receive the $0.025
HDF cash distribution for the quarter ended June 30, 2012
Offer unanimously recommended by the Independent Directors of HDF,
subject to there being no superior proposal and an independent expert concluding that the Offer is fair and
Westpac has agreed to accept the Offer for 8.1% of HDF stapled
Offer subject to certain conditions, including 70% minimum acceptance
MELBOURNE, Australia, July 13, 2012 /CNW Telbec/ - Pipeline Partners
Australia Pty Limited (PPA) announced today that it signed a Takeover Bid Implementation Deed (Implementation Deed) with Hastings Diversified Utilities Fund (HDF). The Implementation Deed was signed as a result of a unanimous
recommendation by HDF regarding the offer filed by PPA to acquire all
of the issued stapled securities of HDF (the Offer).
The Offer is at a price of $2.325 cash for each HDF stapled security. In
addition, as announced by HDF on June 20, 2012, HDF securityholders
registered as at June 29, 2012 will be entitled to receive a cash
distribution of $0.025 per HDF stapled security for the quarter ended
June 30, 2012 and it is expected that this distribution will be paid on
August 6, 2012.
This adds up to combined payments of $2.35 cash to eligible HDF
securityholders for each HDF stapled security.
All of the Independent Directors of HDF1 have unanimously recommended that HDF securityholders accept PPA's
Offer, subject to there being no superior proposal and to an
independent expert concluding (and continuing to conclude) that the
Offer is fair and reasonable to HDF securityholders.
Westpac Banking Corporation, the holder on a proprietary basis of around
8.1% of the HDF stapled securities, has entered into an agreement with
PPA to accept the Offer in respect of those securities.
PPA is an Australian company, owned by Australian and Canadian investors
who have solid experience in infrastructure. The major investors in
PPA are Caisse de dépôt et placement du Québec (Caisse) and Utilities of Australia Pty Ltd as the trustee of Utilities Trust
of Australia (UTA), among others.
Commenting on the Offer, the Chairman of UTA, Rob Jolly, said "We are
delighted to announce this all-cash offer and we believe it is highly
attractive to HDF securityholders, particularly in a volatile and
uncertain environment. HDF owns assets that fit well with UTA's
"The Caisse is a long-term investor, and the opportunity to invest in
these types of assets with an Australian partner that we know well is
fully aligned with our strategy," said Macky Tall, Senior
Vice-President, Investments, Infrastructure at the Caisse. "We are
pleased that the HDF board is unanimously recommending this offer to
PPA's Offer is subject to certain conditions, including a minimum
acceptance by 70% of the stapled securities outstanding of HDF and that
there be no material change of control rights. The conditions are set
out in full in PPA's announcement to the ASX. Waivers from HDF's
financiers will be sought under change-of-control clauses. PPA's Offer
does not require approval from the Australian Competition and Consumer
Commission (ACCC), and PPA has received the necessary approval from the
Australian Foreign Investment Review Board (FIRB).
PPA intends to file its Bidder's Statement containing details of the
terms of the Offer and other material information relevant for HDF
securityholders with ASIC, HDF and the ASX early next week, and intends
to dispatch the relevant documentation to HDF securityholders and open
the Offer as soon as possible.
About the Caisse de dépôt et placement du Québec
The Caisse de dépôt et placement du Québec is a financial institution
that manages funds primarily for public and private pension and
insurance plans. As at December 31, 2011, it held $159.0 billion in net
assets. As one of Canada's leading institutional fund managers, the
Caisse invests in major financial markets, private equity and real
estate. For more information: www.lacaisse.com
About Utilities Trust of Australia
UTA is an unlisted unit trust that seeks to consistently provide
investors with benchmark-plus returns by taking influential positions
in global infrastructure projects. UTA invests on behalf of
predominantly Australian institutional investors and corporate and
industry superannuation funds.
UTA currently has a portfolio of 17 infrastructure assets across
Australia, the United Kingdom, continental Europe and the United
States, including airports, toll roads, seaports and utilities, with a
net asset value of A$2.6 billion as at June 30, 2012.
Although UTA is a Hastings-managed fund, the trustee of UTA is
independent from Hastings, with six investor-nominated directors, a
Hastings representative director and an independent Chair. They have
been separately advised by an independent consultant. The trustees of
UTA and HDF have implemented strict information barriers and
established separate working teams to ensure that individuals from UTA
involved in formulating this Offer have regard only to the interests of
Further information in relation to Utilities Trust of Australia is
available on www.hfm.com.au/insto/equity/uta/.
1 The Independent Directors of HDF are Alan Cameron (Chairman), James
Evans (Non-executive Director), Stephen Gibbs (Non-executive Director)
and James McDonald (Non-executive Director).
SOURCE CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
For further information:
Cannings Corporate Communications
Tel: +61 2 8284 9990
Mob: +61 407 904 874