6dde3b2e-adb1-4061-b1c7-224f34d03e69.pdf



28 January 2016


ASX Announcement


Media and Analysts conference call alert


Qube Consortium submits binding proposal to acquire Asciano


All Participants will be asked to provide the Conference ID, their name and organisation when joining the Call.


10.00am-10.30am - AEDT (NSW, VIC, TAS, ACT) - Media Conference Call


Media Conference call with Qube Managing Director Maurice James Dial-in details

Australia Toll Free: 1 800 558 698 OR 1 800 809 971


Australia Local: 02 9007 3187


International: +61 2 9007 3187


Conference ID No: 511582


  1. am-11.30am - AEDT (NSW, VIC, TAS, ACT) - Analyst Briefing Conference Call


    Analyst call with Qube Managing Director Maurice James and CFO Paul Lewis Dial-in details

    Australia Toll Free: 1 800 558 698 OR 1 800 809 971


    Australia Local: 02 9007 3187


    International: +61 2 9007 3187


    Conference ID No: 827338


    Media are invited to join on a listen-only basis.


    Further Enquiries:


    Media Paul Lewis

    Paul White Chief Financial Officer / Company Secretary

    +61 417 224 920 +61 2 9080 1903

    Tim Duncan

    +61 408 441 122


    Qube Holdings Limited Consortium submits binding proposal to acquire Asciano


    28 January 2016

    Disclaimer


    This presentation is provided for information purposes only. The information in this presentation is in a summary form, does not purport to be complete and is not intended to be relied upon as advice to investors or other persons. The information contained in this presentation was prepared as of its date, and remains subject to change without notice. This presentation has been provided to you solely for the purpose of giving you background information about Qube Holdings Limited (Qube)

    This presentation is intended only for those persons to whom it is delivered personally by or on behalf of Qube. By attending this presentation, you represent and warrant that (i) if you are in Australia, you are a person to whom an offer of securities may be made without a disclosure document (as defined in the Corporations Act 2001 (Cth) "Corporations Act")) on the basis that you are exempt from the disclosure requirements of Part 6D.2 in accordance with Section 708(8) or 708(11) of the Corporations Act; (ii) if you are outside Australia, you are a person to whom an offer and issue of securities can be made outside Australia without registration, lodgement or approval of a formal disclosure document or other filing in accordance with the laws of that foreign jurisdiction. If you are not such a person, you are not entitled to attend this presentation. Please return this document and any copies and do not provide this document to any other person.

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    The provision of this presentation is not a representation to you or any other person that an offer of securities will be made. Any prospective transaction would be undertaken solely on the basis of disclosure documentation prepared in accordance with applicable securities laws and regulations. The information presented in this presentation may differ materially in both content and presentation from that presented in any disclosure document prepared in connection with any prospective transaction. Qube reserves the right to alter the information contained in this presentation in any disclosure document prepared in respect of any prospective transaction from the form of this presentation accordingly.

    This presentation is not, and does not constitute, an offer to sell or the solicitation, invitation or recommendation to purchase any securities in Qube and neither this presentation nor any of the information contained herein shall form the basis of any contract or commitment. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States.

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    1

    Transaction summary


    • Qube, GIP, CPPIB and CIC Capital (the "Consortium") has submitted a binding proposal to acquire all the issued share capital in Asciano that it does not already own


    • Offer of A$6.97 cash plus 1 Qube share for every Asciano share held for an implied value of:

      • A$9.17 per Asciano share based on Qube's 30 day1 VWAP of A$2.20; and


      • A$9.08 based on Qube's last closing price on 25 January 2016 of A$2.11, the trading day prior to the date of submission of the proposal


      • Asciano able to pay fully-franked permitted dividends of up to a maximum of A$0.90 per share, in aggregate, to enable franking benefits of up to A$0.386 per share to be distributed to shareholders (with the cash component of the consideration to be reduced by an equivalent amount)


    • The Proposed Transaction represents superior value to Brookfield Infrastructure Partners' ("Brookfield") uncertain, conditional scheme of arrangement and conditional takeover offer, which has a value of A$8.77 per share as at 25 January 20162

      • relative to Brookfield's proposed offering of CDIs, provides Asciano shareholders with a better legal and governance framework and no external management fees will be payable


      • provides Asciano shareholders with participation in future upside of the combination of Qube with Asciano's Ports businesses and direct exposure to benefits of Qube strategy and management


    • Clear, achievable regulatory path to completion


Note:

  1. 30 trading days to 25 January 2016.

  2. Based on Brookfield's last closing price of US$32.82 on 25 January 2016, and exchange rate of 0.6956 US dollars per Australian dollar. 2

Qube Holdings Limited issued this content on 28 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 January 2016 22:43:31 UTC

Original Document: http://qube.com.au/downloads/announcements/Qube_Proposal_to_Asciano_-_Presentation_and_Conference_Call.pdf