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FUTURE GENERATION AUSTRALIA LIMITED — Capital/Financing Update 2012
Jun 28, 2012
64916_rns_2012-06-28_241eb446-41ca-4c28-9cce-5851133de1e9.pdf
Capital/Financing Update
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Hastings Funds Level 27, 35 Collins Street Management Limited Melbourne VIC 3000 Australia ABN 27 058 693 388 T +61 3 8650 3600 AFSL No. 238309 F +61 3 8650 3701 Australian Infrastructure www.hfm.com.au Fund Limited Melbourne, London, San Antonio, Sydney ABN 97 063 935 553
ASX Announcement
Australian Infrastructure Fund (AIX)
Total pages: 2
29 June 2012
AIX Internalisation – Boards Reach in Principle Agreement
On 2 May 2012, AIX announced that the boards of Australian Infrastructure Fund Limited ( AIFL ) and Hastings Funds Management Limited ( HFML ), in its capacity as responsible entity of the Australian Infrastructure Fund (together, the Boards ), were in discussions regarding the possibility of internalising the management of AIX.
The Boards consider that internalising the management of AIX is in the interests of securityholders, provided that appropriate terms can be agreed.
The Boards have reached a non-binding agreement in principle on the key terms, which they intend to develop into a detailed implementation agreement. Implementation of the proposal will be subject to securityholder approval. It is intended that this approval be sought after AIX has received all necessary regulatory approvals, waivers, consents and tax rulings, and the internalisation proposal is subject to obtaining the opinion of an independent expert that the terms are fair and reasonable and therefore in the best interests of AIX securityholders.
The principal non-binding terms include:
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The management services that are currently provided by HFML will be undertaken by AIFL. HFML will, as required by AIFL, retain a passive role as trustee of the Australian Infrastructure Fund Trust and will receive a commercial fee for this role.
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An amount of $55 million will be paid to the Hastings Group in consideration for foregoing future management and performance fees and for its role in implementing the internalisation proposal, if and when it proceeds.
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Any performance fee that would otherwise be payable to HFML for the period ending 30 June 2012 will be calculated at the date of this announcement, with payment deferred until the internalisation proposal proceeds. Subject to independent verification, this performance fee is estimated to be $34.6 million, which would be paid in cash.
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Until the internalisation proposal receives approval, HFML will continue managing AIX. HFML will receive a management fee in accordance with the current arrangements for these services, except that no performance fee will be payable beyond the $34.6 million.
The intention is to seek securityholder approval of the proposal no later than the 2012 Annual General Meeting scheduled for 13 November. Should the internalisation proposal not receive approval by securityholders and the Court by 31 December 2012, the implementation agreement will lapse and the current management arrangements will continue as they did prior to this announcement, including the payment of management and performance fees.
Unless otherwise stated, the information contained in this document is for informational purposes only. It does not constitute an offer of securities and should not be relied upon as financial advice. The information has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person or entity. Before making an investment decision you should consider, with or without the assistance of a financial adviser, whether any investments are appropriate in light of your particular investment needs, objectives and financial circumstances. Neither Hastings, nor any of its related parties including Westpac Banking Corporation ABN 33 007 457 141, guarantees the repayment of capital or performance of any of the entities referred to in this document and past performance is no guarantee of future performance. Hastings, as the Manager or Trustee of various funds, is entitled to receive management and performance fees.
Paul Espie, the chairman of AIFL said:
“By internalising management, AIX securityholders will benefit from reduced management costs and greater alignment of management and securityholder interests. Current external management fees are accruing at a rate of about $14 million a year. Based on analysis prepared for this purpose for AIFL, the AIFL Board considers that internal management costs will be less than half the base management fee per annum, for the same functions and same fund structure. Internal management will also avoid any future external performance fees, once the agreed performance fee to date has been paid.”
Jeff Pollock has agreed to continue as the Chief Executive Officer of AIX and will be offered employment with AIX, effective upon implementation.
AIX intends to make a further announcement after the final terms of a binding implementation agreement have been agreed.
Governance
Alan Cameron, the chairman of HFML said:
“HFML has operated within a rigorous corporate governance framework in relation to the proposal to internalise the management of AIX, which includes appropriate conflict management procedures.
The Board of HFML established an Independent Board Committee, comprising independent directors James Evans and me, which was given the authority to consider, negotiate and make decisions in relation to the internalisation proposal on behalf of HFML in its capacity as responsible entity of the Australian Infrastructure Fund.”
The independent directors of AIFL, and the HFML Independent Board Committee, have represented the interests of AIX and its securityholders in relation to the proposed internalisation of AIX management. HFML’s parent company, Hastings Management Pty Ltd, has separately represented the interests of the Hasting Group.
The proposal to internalise the management of AIX is conditional upon the approval of securityholders and several external bodies, including regulators and the Court, and an independent expert concluding that the proposal is fair and reasonable and therefore in the best interests of to AIX securityholders.
For further enquiries, please contact:
Paul Espie Alan Cameron Chairman AIFL Chairman HFML Australian Infrastructure Fund Hastings Funds Management Tel: +61 3 8650 3600 Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Fax: +61 3 8650 3701 Email: [email protected] Email: [email protected] Website: http://www.hfm.com.au/asxlisted/funds/aif/ Website: http://www.hfm.com.au/asxlisted/funds/aif/
Jeff Pollock
Chief Executive Officer
Australian Infrastructure Fund Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Email: [email protected] Website: http://www.hfm.com.au/asxlisted/funds/aif/
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Jane Frawley
Company Secretary Australian Infrastructure Fund