Macquarie European Infrastructure Fund II (MEIF II) announces launch of Offer Period and publication of Offer for Techem AG

05 November 2007

Important Information
This media release is neither an offer to purchase nor a solicitation of an offer to sell shares in Techem AG, nor an offer to purchase or sell any other securities. The terms and conditions of the offer are published in the offer document as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and holders of shares in Techem AG are strongly advised to read the offer document published on 5 November 2007.

Presseerklärungen - Deutsch

• Supported cash Offer of €60.00 per Techem share
• A highly attractive premium of 28.9 per cent to the three-month weighted average share price as at 22 October 2007
• Offer Period will run until 3 December 2007, 24.00 hours CET
• MEIF II, together with the Macquarie Group, holds a stake of 75.8 per cent in Techem AG, including shares which are expected to settle shortly
• Offer conditional upon EU antitrust clearance only

Macquarie European Infrastructure Fund II has today published a cash tender offer (Offer) for all of the outstanding shares of Techem AG, Eschborn. As announced on 22 October 2007, MEIF II is making the Offer through its wholly-owned subsidiary MEIF II Energie Beteiligungen GmbH & Co. KG (Bidder).

A framework agreement has been signed between MEIF II and Techem’s Management Board, which is supportive of the Offer.

MEIF II is offering €60.00 in cash for each Techem share, representing:

• A premium of 28.9 per cent to the three-month weighted average share price prior as at 22 October 2007 (source: BaFin website)
• Offer price is higher than any known historical price ever paid for Techem Shares on the stock exchange prior to MEIF II’s announcement of its decision to launch the Offer 

“As we’ve seen from the market response to date, this is an attractive Offer that we believe is in the best interests of shareholders, the company, its employees and customers. As a specialist investor in infrastructure and essential service businesses, we are able to fully value the business based on its long-term stable cash flows over an extended time horizon,” said Martin Stanley, Executive Director of Macquarie Bank, with responsibility for its European infrastructure funds.

“We have binding agreements in place which take MEIF II’s ownership level to over 75.80 per cent of Techem’s share capital, and we are confident remaining shareholders will also find the offer highly attractive,” Mr Stanley said.

As outlined in the Offer Document:

• MEIF II will maintain Techem’s current business activities and continue the two business areas, Energy Services and Energy Contracting. MEIF II will support the company’s focus on technology solutions and investment in product innovation and customer service 
• MEIF II will assist Techem's management by providing the resources and expertise to strengthen and protect the core business and by enabling Techem to leverage the relationships of the Macquarie Group and its managed investment funds, in particular in pursuing growth opportunities and add-on acquisitions
  MEIF II will maintain the Techem brand and keep the company’s location in Eschborn
• MEIF II values the know-how and experience of Techem’s employees and believes that its employees will continue to have attractive prospects at Techem Group. MEIF II does not plan any changes to employment terms and conditions
• MEIF II intends to review the current capital structure of Techem to provide a long-term, efficient and stable financing structure, which protects Techem’s long-term business prospects and growth opportunities
  

The Offer is conditional upon the necessary antitrust clearance by the European Commission, as set out in the Offer Document

Further details on the Offer
The complete terms and conditions are set out in the Offer Document. The Offer Document and other documents relating to the Offer are available on the internet under http://www.macquarie.com/meif2energie 

Furthermore, copies of the Offer Document will be made available to Techem shareholders for issue free of charge at:

RR Donnelley Frankfurt (financial printer)
An der Welle 5
60322 Frankfurt am Main, Germany
Telephone: 0 800 228 2289
Telefax: 0 800 666 3966

RR Donnelley New York
75 Park Place, 3rd Floor
New York, NY 10007, United States of America
Telephone: +1 800 424 9001
Telefax: +1 212 341 7798.

The Bidder will provide the Custodian Banks with copies of the Offer Document for forwarding to Techem shareholders who are customers of the Custodian Banks and resident in Germany, the United Kingdom, or the United States of America.

The Offer can be accepted during the acceptance period starting today until 3 December 2007, 24.00 hours CET, unless extended. To accept the Offer, Techem shareholders should submit a written declaration of acceptance to their Custodian Bank before the end of the acceptance period.
 
EDITORS NOTES

About Techem AG
Techem AG is a sub-metering company listed on the Frankfurt Stock Exchange. The company provides energy and water billing services to approximately 7.8 million apartments and has approximately 42 million metering devices across Europe. Techem is also responsible for the provision of heat and electricity supply solutions and the financing and operation of energy supply facilities.

About MEIF II and the Macquarie Group
MEIF II is a €4.6 billion wholesale infrastructure fund that seeks long-term investments in European infrastructure and essential service businesses. MEIF II’s investors include European pension funds and institutions, as well as more than 12,500 German individuals via a closed-end fund vehicle. MEIF II’s investment portfolio includes:

• Thames Water, the largest water and wastewater company in the UK
• National Car Parks, the UK’s leading provider of off-street car parks
• Airwave, the purpose built communications network used by key public safety bodies in the UK
• Arqiva/National Grid Wireless, which provide broadcast and transmission services in the UK

MEIF II is managed by a Macquarie Group company and benefits from the experience and expertise offered by a global leader in the infrastructure sector. The Macquarie Group is a leading global investor and manager of infrastructure businesses. Members of the Macquarie Group manage more than €36 billion in equity invested in infrastructure and essential service assets around the world through a range of listed and unlisted vehicles. Infrastructure investments managed by Macquarie include assets in the energy, water, telecommunications and transportation sectors in Germany, the UK, Portugal, Italy, France, Sweden, Denmark, the Netherlands, Belgium, Canada, US, Australia, South Korea, Japan and South Africa. Macquarie aims to manage investments in infrastructure assets profitably and responsibly.

FOR FURTHER INFORMATION

Media enquiries
Alison Jefferis
Corporate Communication, Macquarie Group
Tel: +44 (0)20 7065 2335
Mob: +44 (0)79 1938 2958
alison.jefferis@macquarie.com

Alexander H. Engelhardt
Brunswick Group, Frankfurt
Tel: +49 (0)69 2400 5537
Mob: +49 (0) 17 2690 3557
aengelhardt@brunswickgroup.com

Shareholder enquiries
Email: techem_offer@dkib.com

Important Information
This is neither an offer to purchase nor a solicitation of an offer to sell shares in Techem AG, nor an offer to purchase or sell any other securities. The terms and conditions of the offer are published in the offer document as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and holders of shares in Techem AG are strongly advised to read the relevant documents regarding the takeover offer published by MEIF II Energie Beteiligungen GmbH & Co. KG because they contain important information. As of 5 November 2007 Investors and holders of shares in Techem AG will be able to receive these documents at the web site www.macquarie.com/meif2energie. Furthermore, copies of the offer document and its English convenience translation will be made available to Techem Shareholders for issue free of charge at the financial printer RR Donnelley Frankfurt, An der Welle 5, 60322 Frankfurt am Main, Germany, and at RR Donnelley New York, 75 Park Place, 3rd Floor, New York, NY 10007, United States of America. Copies of the Offer Document and its English convenience translation can be requested by Techem Shareholders under the following telephone and telefax numbers: Telephone 0 800 228 2289 and Telefax 0 800 6663966 from Germany, as well as Telephone +1 800 424 9001 and Telefax +1 212 341 7798 from any other country.

The information herein may contain "forward-looking statements". Forward-looking statements may be identified, in particular, by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," or words of similar meaning and include, but are not limited to, statements about the expected future business of MEIF II, MEIF II Energie Beteiligungen GmbH & Co. KG, Techem AG or any other entities. These statements are based on the current expectations of management of MEIF II and MEIF II Energie Beteiligungen GmbH & Co. KG and are inherently subject to uncertainties and changes in circumstances. MEIF II and MEIF II Energie Beteiligungen GmbH & Co. KG do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.