Macquarie files registration statement for potential US-based infrastructure company

08 June 2004

Macquarie Bank advises that a registration statement has been filed with the United States Securities and Exchange Commission regarding a proposed initial public offering (IPO) of equity securities in Macquarie Infrastructure Assets Trust. Subject to market conditions remaining favourable, it is proposed that the shares in the Trust will be listed on the New York Stock Exchange or quoted on the Nasdaq National Market.

In doing so, Macquarie Bank has taken a preliminary step towards the establishment of a US-based infrastructure company that will own, operate and invest in a diversified group of infrastructure businesses in the United States and other developed countries ⁽¹⁾. This company consists of the Trust and its wholly-owned subsidiary Macquarie Infrastructure Assets LLC (collectively MIAT).

The proceeds of the proposed IPO would be used to acquire MIAT's initial businesses and investments for cash from the Macquarie Group and from infrastructure investment vehicles managed by the Macquarie Group.

Mr John Roberts, Head of Infrastructure and Specialised Funds for Macquarie Bank said, "Macquarie has had a presence in North America since 1995 and over that time has developed a deep understanding of the infrastructure, equity and debt markets in the region.

"The establishment of a US-based infrastructure company that would own, operate and invest in diversified infrastructure businesses is a logical progression in the development of Macquarie's infrastructure business in North America and internationally," Mr Roberts said.

The offering will be made through an underwriting syndicate led by Merrill Lynch, Pierce, Fenner & Smith, Incorporated.

Subject to the IPO financing and other customary closing conditions, MIAT or its subsidiaries have entered into purchase agreements to acquire the following initial businesses and investments:

Vendor	Asset	Location	Holding
Macquarie Bank	Atlantic Aviation	US	100%
Macquarie Bank	South East Water	UK	17.5%
Macquarie Bank	MCG(2) stapled securities	ASX listed	approx. 17%(3)
Macquarie European Infrastructure plc(4)	Yorkshire Link	UK	50%
Macquarie Global Infrastructure Fund(5)	Parking Company of America Airports	US	43.1%

If the IPO proceeds, Macquarie Bank's subsidiary Macquarie Infrastructure Management (USA) Inc (MIMUSA) has agreed to purchase 10% or up to US$35 million in value of the Trust shares. The share purchase will take place simultaneous with and conditional on the proposed IPO and at a price equal to the IPO price per share.

The Macquarie Group transactions and the investment in MIAT will not have a significant impact on Macquarie's capital position.

Transaction details

Macquarie Bank has entered into stock purchase agreement with a subsidiary of MIAT to sell its equity interest in the Atlantic airport services business for an estimated US$120 million. This price is based on Macquarie Bank's estimated transaction fees and expenses and assumes Macquarie Bank completing the acquisition of Atlantic on 31 July 2004 and the MIAT closing occurring on 30 September 2004. Macquarie expects to recover its total equity financing of the Atlantic business plus advisory fees, holding costs and transaction costs. The balance of the Bank's acquisition price for Atlantic will be financed by external debt.

In addition, Macquarie Bank has entered into a series of agreements which transfers to MIAT a 17.5% interest in South East Water for a cash consideration of £20.4 million (US$37.5 million), assuming the closing occurs on 30 September 2004. Macquarie expects to recover its purchase price plus advisory fees, holding costs and transaction costs.

Macquarie Bank has also entered into a stock purchase agreement with MIAT to sell up to US$70.0 million or approximately 17% of the stapled securities issued by Macquarie Communications Infrastructure Group (MCG) in an at-the-market transaction. Subject to the amount of capital raised for MIAT and the MCG share price at the time of MIAT's listing, MIAT may elect to decrease this amount or decline to proceed with the purchase of any MCG securities.

The remaining transactions related to the establishment of MIAT include:

• Macquarie European Infrastructure plc has entered into a share purchase agreement with MIAT to sell its 50% equity interest in Yorkshire Link Limited, which owns a 30 year concession to operate the Yorkshire Link shadow toll road in England (YLL). The agreed sale price is a cash consideration of £43.3 million (US$79.6 million) if the closing occurs prior to 30 September 2004 or reduced by the distribution payable to MEI if closing occurs after that date.
• The Trustees for Macquarie Global Infrastructure Fund, or GIF, have entered into a stock purchase agreement with a subsidiary of MIAT to sell its voting control and 43.1% ownership interest in Parking Company America Airports (PCAA) for a cash consideration of US$33.0 million.

Each of these transactions is subject to customary closing conditions, including the completion of the proposed IPO.

For further information, please contact:

Media Enquiries
Jane Rotsey
Public Affairs Manager
Tel: (61 2) 8232 5026
Email: jane.rotsey@macquarie.com

Suzanne Mercer
Public Affairs Manager
Tel: (612) 8232 8525
Mobile: (614) 1394 6706

Jenny Kovacs
Investor Relations
Macquarie Bank Limited
Tel: (612) 8232 3250
Mobile: (614) 1354 6547

 

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⁽¹⁾ Subject to the priority of existing Macquarie Group infrastructure and country specific vehicles.

⁽²⁾ Macquarie Communications Infrastructure Group (MCG) is an ASX-listed infrastructure fund focused on investments in communications infrastructure assets.

⁽³⁾ Based on the closing price of A$3.49.

⁽⁴⁾ Macquarie European Infrastructure’s shares form part of Macquarie Infrastructure Group’s (MIG) stapled securities.

⁽⁵⁾ Macquarie Global Infrastructure Fund (GIF) is an unlisted infrastructure fund managed by Macquarie subsidiaries, Macquarie Specialised Asset Management Limited (MSAM) and Macquarie Specialised Asset Management 2 Limited (MSAM2).