aet&d notes - ex-beppa holders

For what it is worth, here is an email reply I received from Paul Sim, Deputy General Counsel, Prime Infrastructure. I was asking for confirmation that I was a holder of AET&D options, but it seems there is no way to confirm a holding (no holding statements were issued). You don't hold options directly(?), instead you are entitled to a percentage of any AET&D proceeds, based on the percentage of BEPPA shares you originally held. Also, if you sell your PIH shares you will still retain your AET&D interest.

Quote (highlights by me):

Dear Sir

In response to your query, I am writing to you to confirm that on 16 November 2009 there were in total 778,656,840 Exchangeable Preference Shares in Prime AET&D Holdings No 1 Limited ACN 125 830 631 (formerly known as BBI EPS Limited) (EPS) on issue.

Under clause 3.1 of the AET&D Option deed poll dated 12 November 2009, RMG Promisor Pty Limited (ACN 140 257 969) has undertaken, subject to the terms and conditions set out therein, to pay each 'EPS holder' its portion of any 'AET&D Net Proceeds', being a payment which will be calculated by reference to the number of EPS recorded in the register held by that 'EPS Holder' as at the 'Record Time' (being 16 November 2009). In order to calculate your interest you will need to divide the number of EPS that were beneficially held by you on 16 November 2009 by 778,656,840 (Your Percentage Holding).

No holding statement or such like statement has been provided given the nature of the interest.

To the extent there is a payment of any 'AET&D Net Proceeds', you as beneficial holder of EPS on 16 November 2009, would be prima facie entitled to Your Percentage Holding of AET&D Net Proceeds.

Please note that 'EPS Holder' is defined in the AET&D Option deed poll dated 12 November 2009 by reference to those persons recorded in the register as at the Record Time. Accordingly RMG Promisor Pty Limited will distribute AET&D Net Proceeds (if any), only to registered holders in their relevant proportion. Consequently if your EPS were held indirectly, such as by a nominee or custodian on your behalf, then you would need to make its own arrangements with the direct holder to recover its relevant portion of any AET&D Net Proceeds that may have been paid to the direct holder.

The sale of your PIH securities would not affect your interest under the AET&D Option arrangements.

Regards


Paul Sim
Deputy General Counsel
Prime Infrastructure