ASCIANO LTD 8 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 second supplementary target's statement in relation to the off-market takeover offer by the Brookfield Bidder ("Second Supplementary Target's Statement"). The Second Supplementary Target's Statement has been sent to the Brookfield Bidder and lodged with the Australian Securities and Investment Commission today.
As required by section 647(3)(b) of the Corporations Act 2001 (Cth), a copy of the Second Supplementary Target's Statement is enclosed.
Lyn all Stoyles
Group General Counsel & Company Secretary
MELBOURNE
level 4, 476 St K Ida Road, Melbourne VIC 3004 Australia Telephone:+61 3 9248 7000
Facs,mtle· +61 3 9699 2869
SYDNEY
level 6115 Blue Street,
North Sydney NSW 2060 Australia Telephone· +61 2 8484 8000
Facsimile +61 2 8484 8154
Ema, info@asciano.com.au
www.asciano.com
t!N 26 23 652 86
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 second supplementary target's statement ("Second 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 Second 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 Second Supplementary Target's Statement. This Second Supplementary Target's Statement prevails to the extent of any inconsistency with the Target's Statement.
A copy of this Second Supplementary Target's Statement was lodged with ASIC on 8 February 2016. Neither ASIC nor any of its officers take any responsibility for the contents of this Second Supplementary Target's Statement.
MELBOURNE
Level 4. 476 St Kilda Road, Melbourne VIC 3004 Australia Telephone : +61 3 9248 7000
Facsimile: +61 3 9699 2869
SYDNEY
Level 6115 Blue Street,
North Sydney NSW 2060 Australia Telephone: +61 2 8484 8000
Facsimile +61 2 8484 8154
Ema,!. 1nfo@asciano.com au www.asciano.com
AdN 26 123 652 862
Qube Consortium Proposal
On 28 January 2016, Asciano received a proposal from Qube Holdings Limited (Qube), Global Infrastructure Partners (GIP), Canada Pension Plan Investment Board (CPPIB) and CIC Capital Corporation (CIC Capital) (together, the Qube Consortium) to acquire 100% of the issued capital of Asc iano (Qube Consortium Proposal).
Following detailed consideration, the Asciano Board has determined that the Qube Consortium Proposal is a superior proposal for the purposes of the Brookfield Bid Implementation Deed as amended on 9 November 2015 (Brookfield BID) and has issued a notice to Brookfield Infrastructure Partners Limited (Brookfield Infrastructure) required by the matching right regime under the Brookfield BID.
Details of the Qube Consortium Proposal are contained in Asciano's ASX announcement dated 8 February 2016, which is attached as Annexu re 1.
Authorisation
This Second 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:
Group General Counsel & Company Secretary
Asciano Limited
MELBOURNE
Level 4, 476 St Kilda Road, Melbourne VIC 3004 Australia Telephone: +61 3 9248 7000
Facsimile +61 3 9699 2869
SYDNEY
Level 6/15 Blue Street,
North Sydney NSW 2060 Australia Telephone: +61 2 8484 8000
Facsimile +61 2 8484 8154
Email in o@asciano.com au
www.asciano .com
BN lb 13 65l 81
MELBOURNE
Level 4, 476 St Klida Road, Melbourne VIC 3004 Australia Telephone :+61 3 9248 7000
facsimile; +61 3 9699 2869
SYDNEY
Level 6/15 Blue Street,
North Sydney NSW 2060 Australia Telephone: +61 2 8484 8000
Facsimile. +61 2 8484 8154
Email 1nfolii:·asciano.com.au
www.asciano.com
ABN: 26 23 652 862
Asciano Ltd. issued this content on 08 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 08 February 2016 05:03:09 UTC
Original Document: http://phx.corporate-ir.net/external.file?t=2&item=o8hHt16027g9XhJTr8+weNRYaV9bFc2rMd0Q/AXw4zsf2pu2w8J1CX6DT5N40+ENjQ4O1apWGPQw+Pp4xyL4TikuVlzu1OYxiZ5XGVR0OjV/WUKij5noiQMlXLUf7xIb7ghRB3Tv/WPbit3PXxGufw==&cb=635905042127740966
