b86045d6-d052-48bb-95ae-894457f9a6f3.pdf


asc,•a


5 February 2016 The Manager

Company Announcements Office ASX Limited

20 Bridge Street

Sydney NSW 2000


Dear Sir or Madam


Asciano Limited (ASX: AIO) - takeover bid by Nitro Corporation Pty Ltd (ABN 56 607 605 701) ("Brookfield Bidder")


Asciano Limited (ABN 26 123 652 862) ("Asciano") today lodged its first supplementary target's statement in relation to the off-market takeover offer by the Brookfield Bidder ("First Supplementary Target's Statement"). The First Supplementary Target's Statement has been sent to the Brookfield Bidder and lodged with the Austral ian Securities and Investment Commission today.


As required by section 647(3)(b) of the Corporations Act 2001 (Cth), a copy of the First Supplementary Target's Statement is enclosed.


Yours faithfully



Lyndall Stoyles

Group General Counsel & Company Secretary


MELBOURNE

Lev" 4 476 St r,ida R"ad. Me ..1ouro1e • IC.004 A.iHr al Telept,one t-b 1 3 !i.!48 7000

f ats,m le +61 3 9699 286"

SYDNEY

level 61l blue Street.

Nu, r S,Jr ty riSW 2060 Australia

Telepho,e +6' 2 8484 8000

f acs·m e +61 2 8484 8154


lrr a info ,c,ano. r au

www.asciano.com

FIRST SUPPLEMENTARY TARGET'S STATEMENT


In response to the off-market takeover offer made by a consortium led by Brookfield Infrastructure Partners Limited, as general partner of Brookfield Infrastructure Partners L.P. ("Brookfield Offer").


This document is the first supplementary target's statement ("First Supplementary Target's Statement") to the target's statement dated 11 December 2015 ("Target's Statement") issued by Asciano Limited (ABN 26 123 652 862) and lodged with the Australian Securities and Investments Commission ("ASIC") on 11 December 2015, in relation to the offer by the Brookfield Bidder to acquire all of the shares in Asciano.


This First Supplementary Target's Statement supplements, and is to be read together with, the Target's Statement.


Unless the context requires otherwise, defined terms in the Target's Statement have the same meaning in this First Supplementary Target's Statement. This First Supplementary Target's Statement prevails to the extent of any inconsistency with the Target's Statement.


A copy of this First Supplementary Target's Statement was lodged with ASIC on 5 February 2016. Neither ASIC nor any of its officers take any responsibility for the contents of this First Supplementary Target's Statement.

  1. Qube Consortium Proposal


    Asciano received a formal proposal from Qube Holdings Limited, Global Infrastructure Partners, Canada Pension Plan Investment Board and CIC Capital Corporation (together, the Qube Consortium) to acquire 100% of the issued capital of Asciano (Qube Consortium Proposal) on 28 January 2016.


    The receipt of the Qube Consortium Proposal follows earlier receipt from the Qube Consortium of a non-binding, indicative proposal announced to the market on 1O November 2015 and a subsequent due diligence process undertaken by the Qube Consortium.


    Details of the Qube Consortium Proposal are contained in Asciano's ASX announcement dated 28 January 2016, which is attached as Annexure 1.


  2. Update with respect to Qube Consortium Proposal


The Asciano Board has met to consider the Qube Consortium Proposal and has determined that there are a number of elements to the Qube Consortium Proposal that Asciano will need further time to clarify and fully assess.


Asciano and its advisers are currently in discussions with the Qube Consortium regarding these matters. The Board will provide a further update on its consideration of this matter in due course.


3 Brookfield distribution


On 3 February 2016, Asciano had agreed to allow Brookfield to pay (and to foreshadow the intention to pay) quarterly distributions for quarters subsequent to 03 and 04 2015 in an amount per quarter no greater than US$0.575 per BIP Interest on common LP units and regular quarterly dividends on the Cumulative Class A Preferred Limited Partnership Units issued by BIP without such action constituting a Brookfield Prescribed Occurrence under the Implementation Deed. This request was made by Brookfield having regard to the extended timeframe for the Asciano transaction.


4 Authorisation


This First Supplementary Target's Statement has been approved by a resolution passed by the directors of Asciano. All Asciano directors present and entitled to vote, voted in favour of that resolution.


Signed for and on behalf of Asciano following resolution of its directors:


Lyndall Stoyles

Group General Counsel & Company Secretary

Asciano Limited

ANNEXURE 1

Asciano Ltd. issued this content on 05 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 04 February 2016 23:36:13 UTC

Original Document: http://phx.corporate-ir.net/external.file?t=2&item=o8hHt16027g9XhJTr8+weNRYaV9bFc2rMd0Q/AXw4ztOog2jEF4D+DaiR1NZEYAv2zSII8cdynSwrmzCwVLJtDc7Rmxfmxf1VxEaTUEmkJXkZ35vtwir48r720wgtAIixCu2hi7hfGVGlt6fsGwbHA==&cb=635902252253838504