3 January 2012
The Manager
Company Announcements Office
Australian Securities Exchange
4thFloor, 20 Bridge Street
Sydney NSW 2000
Electronic Lodgement
Dear Sir or Madam
Company Announcement: APT Pipelines Limited - Takeover bid for Hastings Diversified Utilities
Fund: First Supplementary Bidder's Statement
In accordance with section 647(3) of the Corporations Act, please find attached a copy of the supplementary bidder's statement dated 3 January 2012 ("First Supplementary Bidder's Statement").
The First Supplementary Bidder's Statement relates to APT Pipelines Limited's bidder's statement dated 15 December 2011 for all the stapled securities in Hastings Diversified Utilities Fund (each stapled security comprising one unit in each of HDUF Epic Trust (ARSN 109 770 961), HDUF Finance Trust (ARSN 109 770 765), and HDUF Further Investments Trust (ARSN 109 897 921)).
Yours faithfully
Mark Knapman
Company Secretary
10957060_1
This document is the first supplementary bidder's statement ("First Supplementary Bidder's Statement") to the Bidder's Statement dated 15 December 2011 ( "Bidder's Statement") issued by APT Pipelines Limited ABN 89 009 666 700 (a company wholly owned by Australian Pipeline Trust (ARSN 091 678 778)) and lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to the offer by APT Pipelines Limited ("Offer") for all the stapled securities in Hastings Diversified Utilities Fund.
This First Supplementary Bidder's Statement supplements, and is to be read together with, the Bidder's Statement.
FIRST SUPPLEMENTARY BIDDER'S STATEMENT
3 January 2012
in respect of the offer by APT Pipelines Limited ABN 89 009
666 700 (a company wholly owned by Australian Pipeline
Trust (ARSN 091 678 778)) for all the stapled securities in
Hastings Diversified Utilities Fund
Unless the context requires otherwise, defined terms in the Bidder's Statement have the same meaning in this First Supplementary Bidder's Statement. This First Supplementary Bidder's Statement prevails to the extent of any inconsistency with the Bidder's Statement.
A copy of this First Supplementary Bidder's Statement was lodged with ASIC on 3 January 2012. Neither ASIC nor any of its officers takes any responsibility for the contents of this First Supplementary Bidder's Statement.
1 Implied value of Offer Consideration
Since the lodgment of the Bidder's Statement on
15 December 2011, certain events have taken place which
affect the Offer Consideration, and which may affect the
implied value of the Offer Consideration.
Payment of APA Group distribution for period ended
31 Dec 11
As set out in the Bidder's Statement,
HDUF Securityholders are not entitled to receive any
FY2012 interim APA Group distribution (announced as
17 cents for the half year ending 31 December 2011) because
the APA Stapled Securities forming part of the Offer
Consideration will not be issued before the record date (30
December 2011) for that distribution (see page
4, "Overview of the Offer", FAQ 14 on page 23 and section
4.4.2 "Distribution guidance" on page 51). From
22 December 2011, APA Stapled Securities have been trading
"ex" this distribution - that is, the securities are now
trading without the right to receive the distribution (as the
record date has now passed) and as such the value of the
distribution is theoretically no longer included into the APA
security price.
HDUF Securityholders should be aware that this occurrence may
affect the trading price of APA Stapled Securities, which may
in turn affect the implied value of the Offer Consideration
provided under the Offer.
Under the Offer, you will receive $0.50 cash and 0.326
APA Stapled Securities. If the closing price of APA Stapled
Securities on the day before the announcement of $4.60 had
been adjusted for the full amount of the FY2012 interim APA
Group distribution of
17 cents for the half year ending 31 December 2011 (that is,
the price was actually $4.43, representing $4.60 less 17
cents), the headline value of the Offer would be
$1.94 per HDUF Stapled Security, and the amount payable to
HDUF Security Holders after also adjusting for the HDUF
interim distribution of 2.5 cents per HDUF Stapled Security
would be $1.92 (instead of the $2.00 referred to the Bidder's
Statement).
On the four trading days after going ex distribution
(ie, from 22 December 2011), APA Stapled Securities have
closed at $4.50, $4.56, $4.53 and $4.49 which are below the
closing price of APA Stapled Securities on the day before the
Announcement Date being $4.60 on which the implied Offer
value of $2.00 in the Bidder's Statement is based.
During that four day period, APA Stapled Securities have also
traded intra-day as high as $4.68 on an ex distribution
basis. APA Stapled Securities have also traded as low as
$4.48 (ex) during that four day period. These prices compare
to the price of $4.60 per
APA Stapled Security on which the implied Offer value of
$2.00 in the Bidder's Statement is based.
As set out in the Bidder's Statement, APA Group is not
obliged to make any adjustment to the Offer Consideration if
the value of APA Stapled Securities changes during the Offer
Period. Accordingly, market fluctuations could favourably or
adversely impact the implied value of the Offer
Consideration.
Reduction in Offer Consideration due to HDUF Group
Distribution
As stated in the Bidder's Statement, the value of the Offer
Consideration will be reduced by the amount of any HDUF
distribution which is paid to HDUF Securityholders after the
Announcement Date (pages 4 & 5, "Overview of the Offer").
On 19 December 2011, HDUF Group announced that it would make
a distribution of 2.5 cents per HDUF Stapled Security for the
period ending 31 December 2011. As a result, the Offer
Consideration will be reduced by 2.5 cents per HDUF Stapled
Security. HDUF Securityholders will still receive that 2.5
cents ordinary course distribution, but will do so directly
from the HDUF Group as per previous distributions, rather
than from APA as part of its Offer Consideration.
APA Stapled Security price as at the date of this First
Supplementary Bidder's Statement
The closing price of APA Stapled Securities on Thursday
29 December 2011 was $4.49, giving an implied value
of the Offer Consideration of $1.94 (after the reduction of
2.5 cents to take into account the HDUF distribution
announced on 19 December 2011). This reflects: