Ann: Euroports - Co-investors take 29.7% interest, page-3

re: Ann: Euroports - Co-investors take 29.7% ... ASX RELEASE
24 December 2008
Co-investors take 29.7% interest in BBI Europe Holdings (Lux) S.À
R.L. (“Euroports”)
Babcock & Brown Infrastructure (ASX: BBI) announces today that it has signed a
Subscription Agreement pursuant to which a consortium of investors consisting of
Antin Infrastructure Partners SAS (acting in its capacity as manager of Antin
Infrastructure Partners FCPR) (“Antin IP”) and Babcock & Brown European
Infrastructure Fund (“BBEIF”) have agreed to subscribe for new shares in
Euroports, representing 19.9% and 9.8% of the Company respectively.
Antin IP and BBEIF will subscribe €121.5 million for the 29.7% interest in
Euroports, implying an equity value of €409.1 million and an EV of €718 million to
BBI's interest in Euroports prior to this transaction (implying an EV of €1.015
billion for the 100% consolidated interest in Euroports, or 12.0x FY08 EBITDA
and 10.9x FY09 EBITDA). In addition, an earn-out of €4.1 million is payable to
BBI contingent upon the business meeting certain performance milestones..
Under the terms of the transaction, after funding of BBI's share of growth capex
and the acquisition of remaining minority positions within the Euroports portfolio,
BBI will receive €35 million upon close, which it will use for repayment of a shortterm
facility.
Under the terms of the transaction, Antin IP and BBEIF have the right within 18
months to increase their aggregate interest in Euroports to approximately 49%.
Discussions are continuing with further parties to take additional stake(s) in
Euroports, with BBI looking ultimately to sell down to a residual holding of
between 25% and 50%. This is consistent with BBI’s intention of introducing coinvestors
to the overall Euroports group in order to preserve both the value and
promote the existing Euroports growth strategy, rather than selling individual port
assets within the Euroports group.
BBI Managing Director, Jeff Kendrew said "We have previously indicated an
emphasis on a co-investment and partnering strategy to strengthen our balance
sheet and provision for non-discretionary growth capex within our portfolio. It is
particularly pleasing to follow up the Powerco partnership announcement with a
Euroports co-investment in what is a difficult market to transact in. We look
forward to working closely with Antin IP and BBEIF as future partners to support
the growth of Euroports as a vibrant and growing business with strong market
fundamentals."

Antin IP’s Managing Partner, Mark Crosbie said “This investment fits well with
Antin IP's continental European focus and provides an excellent opportunity to
acquire a material stake in a unique and well diversified port portfolio across our
targeted geographic footprint.”
The transaction is subject to a number of conditions precedent including approval
from the European Commission and financial close is targeted for late Q1 or early
Q2 CY09.
Euroports
Euroports is one of the largest port operators in Europe and owns a portfolio of
port concession businesses in over twenty strategic locations throughout Europe.
The portfolio operates in an unregulated economic environment, with long term
concession agreements and with a mixture of long-term and short term customer
contracts, derives strong and stable cash flows which present good potential for
ongoing growth.
Euroports handles circa 65 million tonnes per annum of widely diversified port
traffic with a focus on the bulk product sector. It has in excess of 2700
employees, 31km of quays, and 485 hectares of freehold/leased port land.
EBITDA (economic ownership level) for the 12 months ending 30 June 2008 was
€59.6 million, with this anticipated to increase significantly in 2008/09 as recently
acquired ports make a full year contribution.
Antin Infrastructure Partners (Antin IP)
Antin Infrastructure Partners is the infrastructure fund sponsored by BNP Paribas
with a focus on investing in infrastructure assets substantially in Continental
Europe. BNP Paribas committed €300 million of investment in the fund which is
targeted to raise €1 billion. The fund is managed by a Management Company
that maintains independent governance and that is owned as to 60% by its
partners and 40% by BNP Paribas. The investment team brings together
expertise from infrastructure strategics, mergers and acquisitions, banking and
private equity.
Babcock & Brown European Infrastructure Fund (BBEIF)
BBEIF is a Babcock & Brown managed wholesale infrastructure fund focusing on
European based infrastructure investment opportunities.
BBEIF closed in November 2007 with €2.2 billion of commitments.
ENDS
Further Enquiries
Russell Smith
Chief Operating Officer
(Transport Infrastructure)
Babcock & Brown Infrastructure
+61 2 9229 1800
Helen Liossis
Investor Relations Manager
Babcock & Brown Infrastructure
+61 2 9229 1800