Pipeline Partners Australia announces that its cash takeover offer for Hastings Diversified Utilities Fund has been recommended to the market


This is a summary of the announcement made in Australia to the ASX. The full version is available at this link: http://www.asx.com.au/asxpdf/20120713/pdf/427d4pdcjygbp6.pdf.

  • All-cash Offer price of $2.325 per HDF stapled security

  • Eligible HDF securityholders will also be entitled to receive the $0.025 HDF cash distribution for the quarter ended June 30, 2012

  • Offer unanimously recommended by the Independent Directors of HDF, subject to there being no superior proposal and an independent expert concluding that the Offer is fair and reasonable

  • Westpac has agreed to accept the Offer for 8.1% of HDF stapled securities

  • Offer subject to certain conditions, including 70% minimum acceptance

MELBOURNE, Australia, July 13, 2012 /CNW Telbec/ - Pipeline Partners Australia Pty Limited (PPA) announced today that it signed a Takeover Bid Implementation Deed (Implementation Deed) with Hastings Diversified Utilities Fund (HDF). The Implementation Deed was signed as a result of a unanimous recommendation by HDF regarding the offer filed by PPA to acquire all of the issued stapled securities of HDF (the Offer).

The Offer is at a price of $2.325 cash for each HDF stapled security. In addition, as announced by HDF on June 20, 2012, HDF securityholders registered as at June 29, 2012 will be entitled to receive a cash distribution of $0.025 per HDF stapled security for the quarter ended June 30, 2012 and it is expected that this distribution will be paid on August 6, 2012.

This adds up to combined payments of $2.35 cash to eligible HDF securityholders for each HDF stapled security.

All of the Independent Directors of HDF1 have unanimously recommended that HDF securityholders accept PPA's Offer, subject to there being no superior proposal and to an independent expert concluding (and continuing to conclude) that the Offer is fair and reasonable to HDF securityholders.

Westpac Banking Corporation, the holder on a proprietary basis of around 8.1% of the HDF stapled securities, has entered into an agreement with PPA to accept the Offer in respect of those securities.

PPA is an Australian company, owned by Australian and Canadian investors who have solid experience in infrastructure.  The major investors in PPA are Caisse de dépôt et placement du Québec (Caisse) and Utilities of Australia Pty Ltd as the trustee of Utilities Trust of Australia (UTA), among others.

Commenting on the Offer, the Chairman of UTA, Rob Jolly, said "We are delighted to announce this all-cash offer and we believe it is highly attractive to HDF securityholders, particularly in a volatile and uncertain environment. HDF owns assets that fit well with UTA's portfolio strategy."

"The Caisse is a long-term investor, and the opportunity to invest in these types of assets with an Australian partner that we know well is fully aligned with our strategy," said Macky Tall, Senior Vice-President, Investments, Infrastructure at the Caisse. "We are pleased that the HDF board is unanimously recommending this offer to HDF securityholders."

PPA's Offer is subject to certain conditions, including a minimum acceptance by 70% of the stapled securities outstanding of HDF and that there be no material change of control rights. The conditions are set out in full in PPA's announcement to the ASX. Waivers from HDF's financiers will be sought under change-of-control clauses. PPA's Offer does not require approval from the Australian Competition and Consumer Commission (ACCC), and PPA has received the necessary approval from the Australian Foreign Investment Review Board (FIRB).

PPA intends to file its Bidder's Statement containing details of the terms of the Offer and other material information relevant for HDF securityholders with ASIC, HDF and the ASX early next week, and intends to dispatch the relevant documentation to HDF securityholders and open the Offer as soon as possible.

About the Caisse de dépôt et placement du Québec

The Caisse de dépôt et placement du Québec is a financial institution that manages funds primarily for public and private pension and insurance plans. As at December 31, 2011, it held $159.0 billion in net assets. As one of Canada's leading institutional fund managers, the Caisse invests in major financial markets, private equity and real estate. For more information: www.lacaisse.com

About Utilities Trust of Australia

UTA is an unlisted unit trust that seeks to consistently provide investors with benchmark-plus returns by taking influential positions in global infrastructure projects. UTA invests on behalf of predominantly Australian institutional investors and corporate and industry superannuation funds.

UTA currently has a portfolio of 17 infrastructure assets across Australia, the United Kingdom, continental Europe and the United States, including airports, toll roads, seaports and utilities, with a net asset value of A$2.6 billion as at June 30, 2012.

Although UTA is a Hastings-managed fund, the trustee of UTA is independent from Hastings, with six investor-nominated directors, a Hastings representative director and an independent Chair. They have been separately advised by an independent consultant. The trustees of UTA and HDF have implemented strict information barriers and established separate working teams to ensure that individuals from UTA involved in formulating this Offer have regard only to the interests of UTA investors.

Further information in relation to Utilities Trust of Australia is available on www.hfm.com.au/insto/equity/uta/.

1 The Independent Directors of HDF are Alan Cameron (Chairman), James Evans (Non-executive Director), Stephen Gibbs (Non-executive Director) and James McDonald (Non-executive Director).