Macquarie Infrastructure Investment Management Limited A ... · 1/22/2010 · Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance

Macquarie Infrastructure Investment Management Limited A Member of the Macquarie Group of Companies ABN 67 072 609 271 AFS Licence No. 241405 Macquarie Infrastructure Group International Limited EC35715

No.1 Martin Place SYDNEY NSW 2000 GPO Box 4294 SYDNEY NSW 1164 AUSTRALIA

Telephone +61 2 8232 7913 Fax +61 2 8232 4713 Internet www.macquarie.com.au/mig DX 10287 SSE

None of the entities noted in this document is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities. MIG - EGM Presentation ASX Release Cover Letter - 22 Jan 2010_2739382_1 (iManage_ISF).DOC

22 January 2010 ASX RELEASE

Macquarie Infrastructure Group

MIG 2010 EXTRAORDINARY GENERAL MEETING Please find attached the presentation to be given by Macquarie Infrastructure Group (MIG) Chairman, Mark Johnson, MIIML Lead Independent Director, Paul McClintock, and MIGIL Chairman and Lead Independent Director, Robert Mulderig, at the MIG 2010 Extraordinary General Meeting (EGM) which will be held today in Sydney.

For further information, please contact:

Luke Oxenham Jane Rotsey Head of Investor Relations Media Enquiries Phone: +61 2 8232 9658 Phone: +61 401 997 160 Mobile: +61 413 871 056 Email: [email protected]

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Disclaimer

Macquarie Infrastructure Group (MIG) comprises Macquarie Infrastructure Trust (I) ARSN 092 863 548 (MIT(I)), Macquarie Infrastructure Trust (II) ARSN 092 863 780 (MIT(II)) and Macquarie Infrastructure Group International

Limited (MIGIL), a Bermudan registered mutual fund company ARBN

112 684 885. Macquarie Infrastructure Investment Management Limited ACN 072 609 271 (MIIML) is the responsible entity of MIT(I) and MIT(II). MIIML is a wholly owned subsidiary of Macquarie Group Limited ACN 008 583 542 (MQG). Macquarie Capital Funds (Europe) Limited (MCFEL) registered number 3976881 is the adviser to MIGIL. MCFEL is a wholly owned subsidiary of MQG.

None of the entities noted in this

presentation

is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities.

This presentation has been prepared by MIIML (as responsible entity of MIT(I) and MIT(II)) and MCFEL (as adviser to MIGIL) based on information available to them. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, neither Macquarie Group Limited, MIIML, MCFEL, their directors, employees or agents, nor any other person accepts any liability for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it, including, without limitation, any liability arising from fault or negligence on the part of Macquarie Group Limited, MIIML, MCFEL

or their directors, employees or agents.

General Securities Warning

This presentation is not an offer or invitation for subscription

or purchase of or a recommendation of securities. It does not take into account the investment objectives, financial situation and particular needs of the investor. Before making an investment in MIG, the investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances and consult an investment adviser if necessary.

Information, including forecast financial information, in this presentation should not be considered as a recommendation in relation to holding purchasing or selling, securities or other instruments in MIG. Due care and

attention has been used in the preparation of forecast information. However, actual results may vary from forecasts and any variation may be materially positive or negative. Forecasts by their very nature, are subject to uncertainty and contingencies many of which are outside the control of MIG. Past

performance is not a reliable indication of future performance.

United States

These materials do not constitute an offer of securities for sale in the United States, and the securities referred to in these materials have not been and will not be registered under the United States Securities Act of

1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration.

Disclaimer

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MIG Structure

MIT(I)Responsible Entity:

MIIML

MIT(I)Responsible Entity:

MIIML

Australian and North American

toll road investments



UK, European andNorth American


UK, European andNorth American






MIGILAdvisor:MCFEL

MIGILAdvisor:MCFEL

MIT(II)Responsible Entity:

MIIML

MIT(II)Responsible Entity:

MIIML

stapled units

stapled units /shares

stapled units /shares

MIGIL – Macquarie Infrastructure Group International Limited (Bermudan mutual fund company)MIT(I) – Macquarie Infrastructure Trust (I) (Australian unit trust – registered managed investment scheme)MIT(II) – Macquarie Infrastructure Trust (II) (Australian unit trust – registered managed investment scheme)MIIML – Macquarie Infrastructure Investment Management Limited (Macquarie Group Limited subsidiary)MCFEL - Macquarie Capital Funds (Europe) Limited (Macquarie Group Limited subsidiary)

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Macquarie Infrastructure Investment Management Limited - Responsible Entity for MIT(I) and MIT(II)

Mark Johnson (Chairman)

–

Non-Executive Director

Paul McClintock (Lead)

–

Independent Director

David Walsh –


David Mortimer –


Macquarie Infrastructure Group International Limited

Robert Mulderig (Chairman & Lead) –


Jeffrey Conyers

–


Dr Peter Dyer –


Mark Johnson –


Board of Directors

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Meeting Structure

Introduction

Overview of Restructure Proposal

Independent Board Committee involvement

Resolutions – MIT(I), MIT(II), MIGIL

Polls

Closure of meeting

Voting results announced to ASX

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Overview of Restructure Proposal Mr Mark Johnson, Chairman MIIML

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Background and Development of the Restructure Proposal

Strategic review early 2009

Aim to unlock value in the portfolio for security holders

This review considered a range of potential outcomes, including:

Strategic Option Comments

E~F=j~áåí~áå=ÅìêêÉåí=ëí~íìë Would not deliver any potential for improvement in underlying security price in the medium term

EÄF=pÉää=~ëëÉíë Unlikely to achieve value generating outcomes

Expected to be value dilutive

EÅF=o~áëÉ=Å~éáí~ä=Ñçê=É~êäó==

ÇÉJäÉîÉê~ÖáåÖ=

Early equity solution not required

Could be dilutive

Joint ownership nature of some assets would make it difficult to resolve early recapitalisations

EÇF=péäáí=îÉÜáÅäÉ Considered to be the most value accretive solution for security holders

Necessary and appropriate to consider leverage and management arrangementsF

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Board responsibilities under strategic review

Split Fund Analysis/Decision Management Arrangements Analysis/Negotiation

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The MIG portfolio will be reorganised into ‘Intoll’ and ‘Macquarie Atlas Roads’ on the basis of risk profile and management requirements

Current MIG security holders will receive 1 Intoll and 0.2 Macquarie Atlas Roads securities for each MIG security they hold

Intoll and Macquarie Atlas Roads will trade separately on the ASX under the codes ‘ITO’ and ‘MQA’respectively

Intoll will become a standalone entity which employs its own management team

Macquarie Atlas Roads will be managed by Macquarie under new management agreements with a new fee structure

MIG has agreed to pay Macquarie:

– $50million for , among other things, its role in facilitating the implementation of the Restructure Proposal and the

provision of assets, services and resources to MIG

– An advisory fee of 1.0% of the post restructure Proposal market capitalisation

of Intoll for financial advisory services

in connection with the Restructure Proposal

– A payment of approximately $25.6 million for the share in MIIML.

This amount is equivalent to MIIML’s

net assets

which comprise cash balances.

MIG security holders will receive a 10 cent per security special distribution

Restructure Proposal at a Glance

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Intoll Profile

Portfolio of Assets Fund Profile

Group Structure Tripled stapled

Group Entities IT(I), IT(II), IIL

Market Listing ASX

Management Arrangements Standalone

Directors’

Valuation of Road Investments A$3,800m

Investment Mandate Potential to grow

Distribution Policy Operating cash flow

AUSTRALIAWestlink M7

CANADA407 ETR

A strong, stable and attractive investment proposition, characterized by:

Long term assets with an 83 year weighted average concession

An established track record of strong asset performance

Solid and growing cash flows from asset distributions

Long term debt maturity profile with a prudent gearing and hedging profile

Agreed an attractive toll escalation mechanisms

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Macquarie Atlas Roads Profile

Portfolio of Assets

UKM6 Toll

USChicago Skyway

Indiana Toll RoadDulles Greenway

EUROPEAPRR

Fund Profile

Group Structure Double stapled

Group Entities Newly incorporated

Market Listing ASX

Management Arrangements Macquarie

Directors’

Valuation of Road Investments A$1,280m

Investment Mandate Currently closed

Distribution Policy None expected in short term

Higher risk return opportunity over the medium term, with a portfolio of assets that have:

Relatively long term assets (with a 46 year weighted average concession life)

Assets that have demonstrated an ability to grow revenue, even under recessionary conditions

No immediate debt maturities, and

Favourable toll escalation mechanisms

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Board Transition Plan

MIG Intoll MQA

Australian Board Mark Johnson (C) New Ind. Dir John Roberts (M)

Paul McClintock Paul McClintock (C) New Ind. Dir

David Mortimer David Mortimer New Ind. Dir.

David Walsh CEO/MD David Walsh (C)

Bermudian Board Robert Mulderig (C) Robert Mulderig (C) New Ind. Dir

Peter Dyer New Ind. Dir Peter Dyer

Jeffrey Conyers New Ind. Dir Jeffrey Conyers (C)

Mark Johnson Paul McClintock David Walsh

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Benefits of the Restructure Proposal

Separate ASX listed groups with more easily identifiable risk return profiles

The potential to improve the combined market rating of Intoll and MQA securities in comparison to the market rating of MIG

Potential for new strategic investors

A reduction in the aggregate cost of management for Intoll and MQA compared to the current cost of MIG management

Access to intellectual property and management in both Intoll and MQA

Intoll may be regarded as more likely to be the subject of a control transaction

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Key Conditions of the Restructure Proposal

MIG Security holder approval

– Security holders are required to approve all of the payments made to Macquarie under the Restructure Proposal for the purposes of Chapter 2E of the Corporations Act

– Ordinary resolutions must be approved by more than 50% of MIG security holders present in person or by proxy

– Macquarie and its associates cannot vote on these resolutions

– Although not a condition of the Restructure Proposal MIG security holders will today also vote on a number of ancillary resolutions that form part of the Restructure Proposal

The Implementation Deed not having been terminated

– MIG is not aware of any such action

ASIC Relief and ASX waivers

– While certain of the relief waivers and confirmations have been agreed in principle, they will not be granted until after the General Meetings.

– MIG will advise security holders in due course of the receipt of

these waivers.

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Proposed timetable if Restructure Proposal is approved

Date Comments

PM=lÅíçÄÉê=OMMV= Announcement

NU=aÉÅÉãÄÉê=OMMV Documents lodged with ASX and ASIC

OO=aÉÅÉãÄÉê=OMMV= Documents mailed to security holders

OO=g~åì~êó=OMNM EGM to vote on Proposal

MIG trades ‘cum’ restructure Proposal (T+3 basis)

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OR=g~åì~êó=OMNM MIG trades ‘ex’ restructure Proposal (T+3 basis)

Deferred settlement trading in MQA

MN=cÉÄêì~êó=OMNM= Record Date for Implementation of Restructure Proposal and Special Distribution

MO=cÉÄêì~êó=OMNM Restructure Proposal implementation

MIG renamed Intoll (ITO begins trading T+3 basis)

MU=cÉÄêì~êó=OMNM Holding Statements for ITO and MQA dispatched

MV=cÉÄêì~êó=OMNM Normal T+3 trading in MQA commences

NO=cÉÄêì~êó=OMNM MIG interim distribution payable

Special distribution payable

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Independent Board Committee involvement Mr. Robert Mulderig, Chairman and Lead Independent Director (MIGIL)

Mr Paul McClintock, Lead Independent Director (MIIML)

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Independent board committee - roles and responsibilities

To review management agreements in context of MIG board proposal to restructure

To negotiate with Macquarie new management agreements and the transition agreement as required by the structure

The guiding principle for the independent directors in considering the management arrangements was how to enhance and protect value for security holders

The IBC appointed Grant Samuel as an independent financial adviser and Mallesons Stephen Jacques as legal adviser

The process determined the following:

– The two funds require different management skills

– Appropriate that ‘Intoll’

be a standalone entity that employs its own management team

– ‘MQA’

to be managed by Macquarie under new terms that would underpin Macquarie’s commitment to the fundF

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Macquarie has agreed to facilitate a range of outcomes in connection with the Restructure Proposal

Macquarie will be paid an amount estimated to be approximately $103.9 million as compensation in connection the implementation of the Restructure Proposal, comprising:

– $50 million for, among other things, its role in facilitating the implementation of the Restructure Proposal and the provision of assets, services, and resources to Intoll

– An advisory fee of 1.0% of the post Restructure Proposal market capitalization of Intoll for financial advisory services in connection with the Restructure Proposal

– A payment of approximately $25.6 million for the shares in MIIML, the current Responsible Entity of MIT(I) and MIT(II), which holds net cash of the same amount

Macquarie has also agreed to manage MQA under new base and performance fee arrangements

Macquarie’s involvement in the Restructure Proposal

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Independent Expert determined Restructure Proposal is in the best interests of security-holders

The IBC engaged an Independent Expert (Ernst & Young) to provide an independent assessment of the Restructure Proposal for MIG security holders

The conclusion reached by the Independent Expert is that the Restructure Proposal is in the best interests of MIG security holders

This conclusion has regard to all of the advantages and disadvantages associated with the Restructure Proposal

Ernst and Young note that the main purpose of the Restructure Proposal is to encourage a net re-rating of Intoll and MQA relative to MIG and that many of the advantages would be expected to contribute to such a re-rating, although there is no certainty that this will occur.

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Independent Directors Recommend Restructure Proposal

Each MIG independent director recommends that MIG security holders vote in favour of the required resolutions, subject to:

– There being no superior competing proposal, and

– The Independent Expert not changing or withdrawing its conclusion

As of the date of this meeting none of the independent directors is aware of any competing proposal, or the Independent Expert having changed it’s opinion

As Macquarie will receive a financial benefit in relation to the Restructure Proposal, both Mark Johnson and Peter Dyer (given their relationship with Macquarie) have not made any recommendations in respect of the required resolutions.

The independence of the members of the IBC’s are set out in the Explanatory Memorandum

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Formal Business of Meetings

Macquarie Infrastructure Trust (I) and (II) Macquarie Infrastructure Group International Limited

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Agenda Items

MIT(I), MIT(II) and MIGIL

Resolution 1 – Required resolutions approving the Restructure Proposal for all purposes and authorising MIGIL and the responsible entity of MIT(I) and MIT(II) to implement the Restructure Proposal

MIT(I)

Resolution 2 – Authorises the amendment of the MIT(I) constitution

MIT(II)

Resolution 2 – Authorises the amendment of the MIT(II) constitution

MIGIL

Resolution 2 – Amendment of MIGIL Bye-Laws

Resolution 3 – Change of name of MIGIL

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Voting Cards

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Notices of Meeting -

MIT(I), MIT(II) and MIGIL

To be taken as read

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Resolution 1: MIT(I), MIT(II) and MIGIL

MIT(I)Resolution 1 –

Required ResolutionRequired resolution approving the Restructure Proposal for all purposes

MIT(II) Resolution 1 –


MIGILResolution 1 –


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Resolution 2: MIT(I) and MIT(II)

MIT(I)Resolution 2 –

Amendments to ConstitutionAuthorises

the amendment of the MIT(I) constitution

MIT(II)Resolution 2 –

Amendments to ConstitutionAuthorises

the amendment of the MIT(II) constitution

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Resolutions 2 and 3: MIGIL

MIGILResolution 2 –

Amend the MIGIL Bye-Laws

Resolution 3 –

Change of name for MIGIL

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Voting Cards

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Extraordinary General Meeting22 January 2010

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