Ann: Euroports - Co-investors take 29.7% interest, page-4

re: Ann: Euroports - Co-investors take 29.7% ... FYI...


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.