eb891b59-c52c-44dc-9a94-329e9fff53be.pdf


asc,•a


16 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 third supplementary target's statement in relation to the off-market takeover offer by the Brookfield Bidder ("Third Supplementary Target's Statement"). The Third 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 Third Supplementary Target's Statement is enclosed.


Yours faithfully


Lyndall Stoyles

Group General Counsel & Company Secretary


MELBOURNE

Level 4, 476 St Kilda Road, Melbourne VIC 3004 Australia Telephone. +61 3 9248 7000

Farnmile +61 3 9699 2869

SYDNEY

Level 6/15 Blue Street.

Nor,h Sydney NSW 2060 Austr,1l1a Telephone +61 2 8484 8000

Facs1mlle +&1 2 8484 8154


Ema1i 1nfoau

www.asciano .com

A6N 26 23 652 862


THIRD 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").


The Asciano Directors unanimously recommend that you REJECT the Brookfield Offer.


This document is the third supplementary target's statement ("Third 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 Third 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 Third Supplementary Target's Statement. This Third Supplementary Target's Statement prevails to the extent of any inconsistency with the Target's Statement.


A copy of this Third Supplementary Target's Statement was lodged with ASIC on 16 February 2016. Neither ASIC nor any of its officers take any responsibility for the contents of this Third Supplementary Target's Statement.


  1. 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 Asciano (Qube Consortium Proposal).


    Following detailed consideration, the Asciano Board 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 issued a notice to Brookfield Infrastructure Partners Limited (Brookfield Infrastructure) required by the matching right regime under the Brookfield BID. The matching right period concluded at the end of Monday, 15 February 2016 and no matching or superior proposal was received from Brookfield Infrastructure.


    As no matching or superior proposal has been received from Brookfield Infrastructure, the Asciano Board has changed its recommendation and now unanimously recommends that you REJECT the Brookfield Offer.


    Details of the Qube Consortium Proposal and Asciano Board's change of recommendation are contained in Asciano's ASX announcement dated 16 February 2016, which is attached as Annexure 1.


  2. Authorisation


This Third 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 16 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 February 2016 00:36:22 UTC

Original Document: http://phx.corporate-ir.net/external.file?t=2&item=o8hHt16027g9XhJTr8+weNRYaV9bFc2rMd0Q/AXw4zsw6aiYVrQ6iwTSjiGlQFXRw9mckh+SoO5DhTyYVD4ZKnV1G8z03TrNz0vy9Hw4CCWybqJ9dcb0sDh/epXWNQ2+VUL2ei4iih6WbfBcUw8q4w==&cb=635911792847802500