small pih holders can stop the scheme , page-7

Blues

Maybe Bronte are still the best bet for some additional info on this

I don't know at what part of the recap process when Lowys sold, but I believed they were just one of the large holders of BEPPA before the recap, not just Lowys and Bronte but also Hastings (who had around 7% of BEPPA) and they were all part of the main agitators during the recap process and were pressuring BBI for a better deal for their BEPPA to get the 75% support BBI needed to get the motion across the line, and as a result a part of the recap deal the AETD assets were included as an additional carrot to appease the larger holders


Ann from BBI 30 October 2009
Changed arrangements relating to AET&D Option

Dear Securityholder,
I am writing to you to advise you of a development in relation to the Recapitalisation which BBI announced to the market on 8 October 2009. As announced on 29 October 2009, in response to concerns raised by some EPS1 holders regarding the proposed AET&D Option (defined below), the Cornerstone Investor has agreed to an amendment under which it will relinquish all the benefit of the proposed AET&D Option in favour of the EPS holders. Under the amendment, EPS holders would receive the value (if any) generated from the exercise of the proposed AET&D Option, in addition to the value outlined in the Notice of Meeting that would be received by them under a successful Recapitalisation. This amendment is subject to consent from BBIs corporate lenders. These arrangements are described in Annexure A and primarily affect EPS holders.
SECURITYHOLDERS LARGELY UNAFFECTED
These changed arrangements do not impact the value that Securityholders will receive under the Recapitalisation namely the Capital Distribution of $0.04 per Security and the opportunity (for Eligible Securityholders) to participate in the SPP.
INDEPENDENT EXPERTS SUPPLEMENTARY OPINION
The Independent Expert has considered the effect of these changed arrangements, and has confirmed that the Recapitalisation as a whole is fair and reasonable to Securityholders and EPS holders.
Please see Annexure B for a copy of the Independent Experts updating opinion on the effect of the arrangements detailed in this letter.
RECOMMENDATION
The BBI Directors have carefully considered the expected advantages, disadvantages and risks of the Recapitalisation and strongly believe the Recapitalisation represents the best overall outcome for Securityholders. The BBI EPS Limited directors have also reiterated their strong recommendation of the Recapitalisation for EPS holders. The BBI Directors continue to strongly recommend that
Securityholders vote in favour of the Recapitalisation. The BBI Directors remain of the view that the Recapitalisation generates value for all securityholders and maximises value for EPS holders and if the Recapitalisation does not go ahead, it is likely that Securityholders will receive no value for their Securities.


Jamie Freed, 3 November 2009

Babcock and Brown Infrastructure has been finding that some of its EPS hybrid holders are hard to please.
The company and its proposed cornerstone investor, Brookfield Asset Management, last week revised the terms of the payment to EPS holders under the $1.8 billion recapitalisation deal to allow them to receive potential upside available from the sale of the old Alinta assets.
EPS holders previously had been set to lose any remaining security over BBIs Australian Energy Transmission &
Distribution division in return for a 43-cents-a-unit payout.
BBI and independent expert Grant Samuel (and Brookfield, for that matter), seem to think there is very little value
remaining in AET&D beyond the amount of debt held in the business.
In that context, it last week agreed for the new manager of the assets, Brookfield, to distribute any upside from the sale to EPS holders on top of the proposed 43-cents-a-unit payout.
The previously unhappy EPS holders, led by Bronte Capital, think the amended proposal in theory is a step in the right
direction.
However, they add the devil is in the detail, and told Insider they still have the following complaints:
1. The sale process of the AET&D assets is still in the hands of BBI & Brookfield.
2. The BBI EPS holders will not control the assets that is, BBI & Brookfield will simply sell the assets there is no capacity to recapitalise them for example.
3. There appears to be no one with fiduciary duties to ensure that the sale process is undertaken for the benefit of the BBI EPS holders one suspects that the assets could simply be sold as quickly as possible by BBI/Brookfield.
4. The fees proposed to be paid to Brookfield are excessive.
But even though these EPS holders are unhappy with some of the terms, it could be irrational for them to vote down the
deal given that even they recognise returns from an administrator could be less than the 43 cents on offer.