MACQUARIE INT. INFRASTRUCTURE FUND LTD. 
By EC36305
Penboss Building
50 Parliament Street
2nd Floor
Hamilton HM 12
BERMUDA
Telephone +65 6601 0777
Fax +65 6601 0653
Internet www.macquarie.com/miif
These materials do not constitute or form any part of any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. These materials are not for distribution, directly or indirectly, in or into the United States, Canada or Japan. These materials are not an offer of securities for sale into the United States, Canada or Japan. The securities may not be offered or sold in the United States unless they are registered or exempt from registration. Macquarie APTT Management Pte. Limited as the trustee-manager of Asian Pay Television Trust does not intend to register any portion of the offering of units in Asian Pay Television Trust ("Units") in the United States, or to conduct a public offering in the United States. Accordingly, the Units are only being offered and sold to non-U.S. persons outside the United States (including to institutional and other investors in Singapore) in reliance on Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") and within the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act. No indication of interest, money or other consideration is being solicited by the distribution of these materials. Copies of these materials are not being, and should not be, distributed in or sent into the United States. SGX-ST ReleaseMacquarie International Infrastructure Fund Limited (MIIF)
APTT PROSPECTUS, OFFERING PRICE AND MIIF APTT UNITSUnless otherwise defined, capitalised terms used herein shall bear the same meaning ascribed to them as in the announcements dated 4 April 2013 and 30 April 2013, the circular (the "Circular") dated 5 April 2013 issued by Macquarie International Infrastructure Fund Limited and the prospectus (the "APTT Prospectus") of Asian Pay Television Trust ("APTT") registered by the Monetary Authority of Singapore on 16 May 2013.
Singapore, 16 May 2013 - Macquarie International Infrastructure Fund Limited ("MIIF" or the "Company") notes that Macquarie APTT Management Pte. Limited (in its capacity as trustee-manager of APTT) has today registered the APTT Prospectus with the Monetary Authority of Singapore.
APTT OFFERING PRICE AND MIIF APTT UNITS
In addition, MIIF notes that the APTT Offering Price has been fixed at S$0.97 per Unit (the "Offering Price"). Based on the Offering Price and estimated transaction costs, the consideration payable to MIIF for the Proposed Divestment will be S$510.1 million. As a result, MIIF has fixed the number of MIIF APTT Units for distribution to Shareholders at
525,866,849.
As the actual transaction costs will only be determined on or close to the Listing Date, should the cash equivalent of the MIIF APTT Units be less than the actual MIIF Consideration payable on the actual listing date, the difference will be payable to MIIF in cash, which will in turn be distributed to Shareholders as at the Record Date of 5.00 p.m. on 9 May 2013 (or in the case of Depositors, Depositors with Shares standing to the credit of their respective Securities Accounts as at the Record Date) in proportion to the number of issued Shares held by them as at the Record Date (the "Additional Cash Distribution"). MIIF will announce any Additional Cash Distribution through an SGXNET announcement to be posted on the SGX-ST's website http://www.sgx.com.
NOTICE OF CASH ELECTION
On 13 May 2013, the Notice of Cash Election for Depositors and Scrip-Based
Shareholders was sent to Shareholders.
Shareholders who intend to receive their Entitlement in cash must complete, sign and submit the Notice of Cash Election by 5.00 p.m. on 21 May 2013.
MIIF and/or its authorised agents will be authorised and entitled to reject any Notice of Cash Election form which is incomplete, incorrect, unsigned or invalid in any respect, or if the MIIF Shareholder's true intentions are not ascertainable from the instructions specified in the Notice of Cash Election form submitted. For all rejected Notice of Cash Election forms, the MIIF Shareholder will receive his/her Entitlement in MIIF APTT Units.
The cash amount to be distributed to Shareholders if the Cash Election is exercised (the
"Cash Distribution") shall be calculated in accordance with the following formula:
C = S x U x P I
WHERE:
C is the Cash Distribution to be made to the Shareholder in respect of such
Notice of Cash Election;
S is the number of Shares held by the Shareholder as at the Record Date for which such Notice of Cash Election relates;
U is the number of MIIF APTT Units which equates to 525,866,849 Units; P S$0.97 per Unit; and
I is the total issued Shares of MIIF as at Record Date of 1,149,857,154.
S x U
The figure represented by I is rounded down to the nearest whole number. This figure also represents a Shareholder's entitlement, i.e. the number of MIIF APTT Units a Shareholder will receive if the Shareholder does not exercise the Cash Election.
These materials are not for distribution, directly or indirectly, in or into the United States, Canada or Japan. Macquarie International Infrastructure Fund Limited 3
EXAMPLE: A Shareholder who holds 1,000 Shares as at the Record Date will receive a
Cash Distribution of S$443.29 calculated as follows:
Entitlement = S x U I
= 1,000 x 525,866,849
1,149,857,154
= 457 MIIF APTT Units (rounded down to the nearest whole number)
Cash Distribution = Entitlement x Final Offering Price
= 457 x S$0.97
= S$443.29
The net proceeds arising from the fractional entitlements that would otherwise have been distributed to Shareholders shall be retained for the benefit of MIIF and no Shareholder shall have any claim whatsoever against MIIF or CDP in connection therewith.
The above illustration does not include any Additional Cash Distribution which may be distributed to Shareholders as at the Record Date (or in the case of Depositors, Depositors with Shares standing to the credit of their respective Securities Accounts as at the Record Date) should the cash equivalent of the MIIF APTT Units be less than the actual MIIF Consideration.
Shareholders should note that notwithstanding the despatch of the Notice of Cash Election for Depositors and Scrip-Based Shareholders to Shareholders, the Proposed Divestment will not complete in the event that the offering of Units in APTT does not proceed to closing, in which case Shareholders will not receive any MIIF APTT Units or any Cash Distribution.
Shareholders who are in any doubt as to the action that they should take should consult their stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
For further information, please contact:
Wei Cheong | Fiona McDonald | ||
Investor Relations, Singapore | Corporate Communications, Hong Kong | ||
Tel: | (65) 6601 0766 | Tel: | (852) 3922 3591 |
Email: | wei.cheong@macquarie.com | Email: | fiona.mcdonald@macquarie.com |
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