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The Scheme Booklet

Important Notice

The document accessible on this website is the explanatory statement and notice of meetings (Scheme Booklet) prepared by Prime Infrastructure Group (Prime), which consists of Prime Infrastructure Holdings Limited (ACN 100 364 234 100 364 234 (PIH), Prime Infrastructure Trust (ARSN 100 375 479 100 375 479 (PIT) and Prime Infrastructure Trust 2 (ARSN 108 288 204 108 288 204 (PIT2), and Brookfield Infrastructure Partners Limited, as general partner of Brookfield Infrastructure Partners L.P. (BIP), in connection with the scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (Corporations Act) in relation to PIH (Company Scheme) and the trust schemes in relation to PIT and PIT2 (Trust Schemes and, together with the Company Scheme, the Schemes). The Schemes would effect BIP’s proposal to acquire the remaining 60.1% of the stapled securities in Prime (Prime Securities) not owned by BIP’s affiliate. Unless otherwise defined, capitalised terms used on this website have the meanings given to them in the Scheme Booklet.

If you have sold all of your Prime Securities, then please ignore the Scheme Booklet.

It is important that you read the Scheme Booklet in its entirety before making any investment decision and any decision as to whether or not to vote in favour of the Schemes. If you are in any doubt in relation to these matters, you should consult your financial, legal, taxation or other professional adviser. 


The Prospectus 

The Important Notices Section and Sections 5 to 7, 10, 11, 12.8 and 13 and Annexures B and C of the Scheme Booklet also comprise a prospectus (Prospectus) issued by BIP for the purposes of Chapter 6D of the Corporations Act. The Prospectus relates to an offer of BIP Interests made in connection with the Schemes. Before making a decision about whether to acquire BIP Interests, you should read the Prospectus and the remainder of the Scheme Booklet in full.


No investment advice 

The information on this website is provided for informational purposes only and subject to change without notice. Nothing contained on this website or in the documents on this page (including the Scheme Booklet) constitute financial product advice and has not been prepared with reference to your investment objectives, financial situation, taxation position and particular needs.


Foreign Securityholders 

The Scheme Booklet, the Prospectus and the Schemes are subject to Australian disclosure requirements which may be different from those applicable in other jurisdictions. The Scheme Booklet, the Prospectus and the Schemes do not in any way constitute an offer of securities in any place in which, or to any person to whom, it would not be lawful to make such an offer.

 
Restrictions in certain foreign countries may make it impractical or unlawful for BIP Interests to be offered or issued under the Schemes to Prime Securityholders in those countries, or for Prime Securityholders located in those countries to receive BIP Interests under the Schemes.

 
An “Ineligible Foreign Securityholder” for the purpose of the Schemes will be any Scheme Securityholder:

•whose address as shown in the Prime Registry at the Scheme Record Date is in any jurisdiction other than Australia and its external territories, New Zealand, Canada, the United States, United Kingdom or Hong Kong, unless BIP and PIHL determine otherwise in relation to the Scheme Securityholder; 
•whose address as shown in the Register as at the Scheme Record Date is in the United Kingdom (or who BIP and PIHL have reasonable grounds to believe is holding the Scheme Securities for the benefit of a person whose address as at the Scheme Record Date is in the United Kingdom) but is not, in BIP’s and PIHL’s opinion, a person (i) to whom securities could be offered in the United Kingdom without requiring the publication of a prospectus under the Prospectus Rules made by the UK Financial Services Authority; and (ii) falling within one of the exemptions set out in the United Kingdom’s Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 such that a financial promotion could be sent to the person without requiring it to be approved by an authorized person under section 21 of the United Kingdom’s Financial Services and Markets Act 2000; or
•whose address as shown in the Register as at the Scheme Record Date is in Hong Kong (or who BIP and PIHL have reasonable grounds to believe is holding the Scheme Securities for the benefit of a person whose address as at the Scheme Record Date is in Hong Kong) but is not, in BIP’s and PIHL’s opinion, a professional investor for the purposes of the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong), including under the Securities and Futures (Professional Investors) Rules.
 
Ineligible Foreign Securityholders will not be entitled to make any election for Scheme Consideration. BIP Interests will not be issued to them and their consideration will be dealt with under the Ineligible Foreign Securityholder Facility.

Further information regarding the Ineligible Foreign Securityholder Facility is set out in Section 8.10(b) of the Scheme Booklet and the detailed provisions governing the Ineligible Foreign Securityholder Facility are set out in clause 5.5 of the Company Scheme, clause 23.3 of the PIT Trust Scheme and clause 22.3 of the PIT2 Trust Scheme.

Subject to the foregoing, the Scheme Booklet and the Schemes do not, either individually or in combination, constitute any offer or invitation to issue or sell any securities in Prime or Brookfield Infrastructure to any person in any jurisdiction outside of Australia and its external territories.

Prime Securityholders in New Zealand, the United States or Hong Kong should refer to the important information below. Prime Securityholders who are not Australian resident taxpayers or who are liable for tax outside of Australia should seek specific tax advice in relation to the Australian and overseas tax consequences of the transactions contemplated by the Scheme Booklet.


Offering Restrictions 

Hong Kong 

The Scheme Booklet is not a prospectus within the meaning of the Companies Ordinance (Cap 32) (CO) nor is it an advertisement, invitation or document subject to section 103(1) of the Securities and Futures Ordinance (Cap 571) (SFO). None of the BIP Interests, the Scheme Booklet or its the contents have been authorised by the Hong Kong Securities and Futures Commission and no invitation, advertisement or other document, whether in Hong Kong or elsewhere, has been or will be issued, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong within the meaning of the SFO.

The Scheme Booklet will be given to designated recipients only and may not be provided, assigned or transferred, to any person. The contents of the Scheme Booklet have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Schemes. If you are in any doubt about any of the contents of the Scheme Booklet, you should obtain independent professional advice.

United States 

The Scheme Booklet is neither an offer to sell nor a solicitation of an offer to buy securities as such terms are defined under the U.S. Securities Act of 1933, as amended (Securities Act). The securities referred to in the Scheme Booklet, including the BIP Interests to be sold through the Liquidity Facility or the Ineligible Foreign Securityholder Facility, have not been and will not be registered under the Securities Act or under the securities laws of any jurisdiction of the United States, and therefore may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. The Scheme Booklet does not constitute an offer to issue or sell, or the solicitation of any offer to buy, any such securities in any jurisdiction where the offer or sale is not permitted.

Brookfield Infrastructure intends to rely on an exemption from the registration requirements of the Securities Act, provided by Section 3(a)(10) thereof in connection with the Schemes and the issue of the New BIP Interests.

The Scheme Booklet has been prepared in accordance with the disclosure requirements of Australia, which are different from those of the United States. For example, the financial statements included in the Scheme Booklet have been prepared in accordance with Australian Accounting Standards and Australian equivalents to IFRS, which may not be comparable to the financial statements of U.S. companies prepared in accordance with IFRS, as issued by the International Accounting Standards Board.

The Scheme Booklet has not been filed with or reviewed by the SEC or any state securities authority and none of them has passed upon or endorsed the merits of the Schemes or the accuracy, adequacy or completeness of the Scheme Booklet. Any representation to the contrary is a criminal offence.

New Zealand 

The Scheme Booklet is not a New Zealand prospectus or an investment statement and it has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand) or any other relevant law in New Zealand. The Scheme Booklet may not contain all of the information that a prospectus or an investment statement under New Zealand law is required to contain.  

BIP Interests are not being offered or sold to the public within New Zealand and no member of the public in New Zealand may accept the offers made under the Scheme Booklet, other than persons, being Prime Securityholders, to whom it is permissible for the offers under the Scheme Booklet to be made in reliance on the New Zealand Securities Act (Overseas Companies) Exemption Notice 2002.

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