Posted by: 10 bagger Date: Tuesday, March 31, 2009 7:46:49 PM
In reply to: 10 bagger who wrote msg# 2060 Post # of 2080
27 March 2009
BBW.ax SEEKS SECURITYHOLDER APPROVAL FOR CHANGE OF
NAME AND EMPLOYEE EQUITY INCENTIVE SCHEME
Babcock & Brown Wind Partners (ASX: BBW) advises that it is holding Extraordinary General Meetings (EGM) on 29 April 2009 to seek Securityholder approval to change its name to Infigen Energy and to establish an equity incentive scheme for BBW employees.
Chairman, Graham Kelly said BBW was in a strong financial position as a stand-alone business providing cost competitive utility-scale renewable energy. He said the Boards
believed that the name change was an important step in completing full separation from Babcock & Brown and further establishing BBW as an independent business.
“The proposed new name, Infigen Energy, is derived from the words infinite and generation
- reflecting both the infinite availability of renewable fuel sources such as wind, and the core function of our business,, generation of renewable energy,” he said.
Mr Kelly said that establishing the new name of Infigen Energy and re-branding the business was an exciting moment in the company’s history.
“We are the leading wind energy generator in Australia and the fourth largest in the USA. With our new name and identity we are moving forward as an independent renewable energy
business with expertise in development, operations and management of wind energy assets,” he said.
Securityholders will also vote on a proposal to implement an equity incentive scheme for employees who are now employed directly by BBW. The BBW Boards are recommending Securityholders approve the Employee Deferred Security Plan and the Performance Rights and Options Plan to further align the interests of BBW management and Securityholders.
Securityholders are also asked to approve the entitlements to be awarded to the Managing Director under the Performance Rights and Options Plan.
Mr Kelly said the BBW Boards believed these Plans demonstrated a strengthened alignment of interests between management and Securityholders, as well as providing appropriate incentives for the creation of, and ongoing focus on, Securityholder wealth.
The attached Notice of Extraordinary General Meetings (including Explanatory Notes) and Proxy Form are to be despatched to Securityholders today.
TCI Securityholder Statement:
Accompanying this Notice of General Meetings is a statement received from The Children’s Investment Master Fund (TCI), a substantial Securityholder of BBW. BBW is required to
distribute this statement to Securityholders pursuant to the Corporations Act 2001.
Mr Kelly said the BBW Directors welcomed TCI’s views. “The considerable volatility in equity market conditions across global financial markets over the last 12 months has resulted in many businesses trading below their intrinsic value and the Boards agree with TCI that the current BBW security price does not reflect the underlying value of BBW’s wind energy
business.” he said
“In the face of this volatility, the Boards have focused on ensuring BBW is in a strong financial position, securing independence from B&B, improving governance and market
focus, and ensuring efficient and effective cost control and operational performance,” Mr Kelly said.
The Boards consider the successful sale of BBW’s Spanish and Portuguese assets has placed BBW in a strong financial position to meet the challenges presented by current
economic conditions. BBW has no refinancing deadlines, no unfunded commitments and significant cash balances.
“We have committed to establishing an appropriate level of in-house development capability and to further strengthening our asset management capability, and we have a clear strategy
to focus our business on growth markets where we have a sustainable advantage,” Mr Kelly said.
The Boards have also initiated and implemented the on-market security buy-back program, given the accretive nature of this investment.
“The BBW Directors consider these actions to be effective means of maximising returns for all Securityholders over time and should lead to a more accurate reflection of BBW’s true
value in its security price, but also acknowledge that whilst equity markets remain dislocated and volatile, valuation gaps may persist,” Mr Kelly said.
“The Directors are legally obliged and remain committed to acting in the best interests of all Securityholders. The Boards regularly assess asset values in considering their carrying value in use and whether it is accretive to retain or dispose of assets. Any disposal assessment must take into account expectations for proceeds, required repayments under
BBW’s debt facilities, the ‘break costs’ of interest rate and foreign exchange hedges, taxes and sale costs, portfolio concentration implications, and the effect on BBW’s overall capital structure.”
The Directors acknowledge TCI’s support of BBW’s stated position on the company’s remaining European assets.
With regard to BBW’s US assets, Mr Kelly said the assessment of asset values for 2009 would be guided by a range of factors including comparable asset sales and a market testing
program currently under development. “We believe that our US wind energy business is likely to grow significantly in value over the medium term as a result of our strong market
presence and the very positive US regulatory outlook, also highlighted by TCI,” he said.
In Australia, where BBW is the leading wind farm owner and operator, the BBW Boards consider the Federal Government’s commitment to a 20% by 2020 Renewable Energy Target provides a very strong regulatory outlook and are confident of the company’s ability to secure profitable growth opportunities and a substantial increase in the value of the existing
Australian business over the medium term.
Documents attached to this release are available on BBW’s website (www.bbwindpartners.com).
Head of Investor Relations & Media
Babcock & Brown Wind Partners
Phone: + 61 2 9216 1362
About Babcock & Brown Wind Partners
Babcock & Brown Wind Partners is a pure renewable energy business which owns and operates wind farms on three continents. BBW is the leading wind energy generator in Australia and the fourth largest in the USA. BBW listed on the Australian Securities Exchange on 28 October 2005 and has a market capitalisation of approximately A$0.7 billion.
BBW’s business comprises interests in 41 wind farms that have a total installed capacity of approximately 2,246MW and are diversified by wind resource, currency, equipment supplier, off-take arrangements and regulatory regime.
BBW is a stapled entity comprising Babcock & Brown Wind Partners Limited (ABN 39 105 051 616), Babcock & Brown Wind Partners Trust (ARSN 116 244 118) and Babcock & Brown Wind Partners (Bermuda) Limited (ARBN 116 360 715).
For further information please visit our website: www.bbwindpartners.com
23 March 2009
BBW successfully terminated the management agreements and the exclusive financial advisory agreement with Babcock & Brown (B&B) at the end of 2008. The management team continues to complete full hysical separation from B&B and the transition of BBW to a fully independent business.
As an important next step, the BBW Boards are holding Extraordinary General Meetings (EGM) on 29 April 2009 to consider a proposal to change the BBW group’s name to Infigen Energy (Resolutions 1, 2, 6 and 7) and a proposal to establish an equity incentive scheme for BBW employees (Resolutions 3, 4 and 5).
Details of the EGM and the resolutions to be considered are contained in the enclosed Notice of General Meetings as follows:
Date & Time: Wednesday, 29 April 2009 at 11am (AEST) (registration from 10.30am)
Location: Marble Room, Radisson Plaza Hotel, 27 O’Connell Street, Sydney, NSW, Australia
Our New Name – Infigen Energy,, BBW has commenced its new life independent of B&B in a strong financial position as a business providing cost competitive utility-scale renewable energy. The proposed new name, Infigen Energy, is derived from
the words infinite and generation. The word ‘infinite’ reflects the availability of renewable fuel sources such
as wind, and the word ‘generation’ relates to the core function of our business – renewable energy generation. The Directors of BBW recommend that Securityholders vote in favour of changing the name of the group to Infigen Energy, as well as the consequential documentation changes outlined in the Notice of Meetings.
Equity Incentive Scheme
To further align the interests of BBW management and Securityholders, the BBW Boards are recommending Securityholders approve the Employee Deferred Security Plan and the Performance Rights and Options Plan. Securityholders are also asked to approve the entitlements to be awarded to the Managing Director under the Performance Rights and Options Plan. The Boards believe these Plans demonstrate a strengthened alignment of interests between management and Securityholders, as well as providing appropriate incentives for the creation of, and ongoing focus on, Securityholder wealth.