Placing & Offer of C Shrs-Amd

Babcock&Brown Public Ptnrships Ltd
20 March 2008

This annoucement replaces RNS number 4948Q, providing the footnotes that were 
omitted from that RNS


      Not for publication, release or distribution in whole or in part in
                                        
                  Australia, Canada, Japan or the United States
                                        


                   Babcock & Brown Public Partnerships Limited



 Placing and Offer for Subscription of C Shares at an Issue Price of 100 pence
                                  per C Share



The Board of Babcock & Brown Public Partnerships Limited ('BBPP') today
announces its intention to raise £140 million by means of a Placing and Offer
for Subscription of C Shares1.


BBPP is a global public infrastructure investment company. BBPP offers
Shareholders an exposure to investment in infrastructure assets, particularly
those with a public or social character such as those developed by public bodies
under private finance initiative ('PFI') or public private partnership ('PPP')
procurement.


The Existing Ordinary Shares were admitted to the Official List and to trading
on the London Stock Exchange's main market for listed securities on 9 November
2006. BBPP had a market capitalisation of £319.5 million (as at 13 March 2008),
and total net assets of £330.4 million (as at 31 December 2007). The Net Asset
Value of BBPP is 110.1 pence per Ordinary Share (as at 31 December 2007). This
has grown by 11.6 per cent since the Initial Public Offer and total dividend
distributions by the Company for the period from listing of BBPP to 31 December
2007 were 5.975 pence per Ordinary share.


BBPP's investment adviser is Babcock & Brown Investment Management Limited
('BBIML'), which has extensive infrastructure origination and investment
management skills. BBIML is a subsidiary of Babcock & Brown Limited ('Babcock &
Brown'). BBPP is the first investment company managed by Babcock & Brown to list
outside Australia.


BBPP will target a minimum dividend of 5.40 pence per Ordinary Share per annum2
and offers investors the prospect of capital growth over the long term
(targeting an IRR of 8 to 9 per cent on the Initial Public Offer issue price of
100 pence per Ordinary Share2). BBPP offers the following features:

• yields which are attractive relative to the asset risk
  profile

• the likelihood of long-term stable cash flows

• growth potential in the asset class

• high barriers to entry

• predictable, low volatility returns

• limited exposure to changes in the business cycle

• creditworthy counterparties

• the experience and track record of Babcock & Brown

• the development and origination capacity of Babcock & Brown and its
  pipeline of investments



An investment in BBPP will provide investors with exposure to an Existing
Portfolio comprising 30 high-quality infrastructure investments, with 29% of the
portfolio located outside the UK, including 5 PPP assets in Australia and
projects in Canada, Germany, France, Belgium and Ireland. Babcock & Brown has
been responsible for the development and management of many of these assets and
through BBIML will continue to manage them for the benefit of BBPP.

It is intended that the proceeds of the Issue will be used partly to acquire the
C Share Seed Portfolio valued at £42 million, which consists of 11 assets
comprising a hospital in Australia, a hospital in Italy, the Brussels airport
rail link and eight projects developed under the UK NHS LIFT programme. The
Directors believe based on advice of BBIML that BBPP will have the opportunity
to invest in further infrastructure investments meeting BBPP's investment policy
and it is intended that the Net Issue Proceeds will also be applied to financing
the acquisition of such assets.

There is a growing market for public infrastructure projects in developed
countries. From its beginnings in the UK in the mid-90s, PPP projects are now
being developed in many industrialised nations including France, Germany, Italy,
Spain, Ireland, North America, Australia and Singapore.

Babcock & Brown has long standing knowledge and experience of the infrastructure
sector, complemented by industry sector specialists located in 30 offices around
the world who assist in the sourcing, evaluation and ongoing management of
infrastructure investments.

At the time of the Initial Public Offer, Babcock & Brown acquired 8.33% of the
Existing Ordinary Shares, a position it has maintained. Babcock & Brown has
committed to subscribe for up to 8.33% of the C Shares comprised in the Issue,
subject to being scaled back behind other investors.

The Issue has been structured in the form of C Shares to mitigate the potential
disadvantages for both new and existing Shareholders which may arise out of a
conventional fixed price issue of further Ordinary Shares for cash. The net
proceeds of the Issue and the investments acquired with them will be accounted
for and managed as a separate pool of assets until conversion of the C Shares
into Ordinary Shares. Conversion will occur shortly following the calculation
time, being the earlier of:

• such date on which 80 per cent. of the C Share Assets have been
  invested; or
• six months after Admission of the C Shares.

The number of Ordinary Shares issued to a C Shareholder on conversion will be
calculated by reference to the respective net asset values of the C Shares and
the Ordinary Shares.



UBS Investment Bank is acting as Sponsor, Global Coordinator and Book Runner.

UBS Investment Bank and Macquarie Capital (Europe) Limited are acting as Joint
Lead Managers





Expected Key dates

Latest date and time for receipt of Application Forms under the Offer 
for Subscription - 12 noon on 16 April 2008

Latest time and date for receipt of Placing commitments - 5.00pm on 16 April 2008

Announcement of Offer for Subscription and Placing results and commencement of 
conditional dealings - 17 April 2008

Admission to the Official List and unconditional dealings in the C Shares to 
commence - 8.00am on 22 April 2008






For further information, please contact:


Babcock & Brown 

Anthony Kennaway [phone]

Bianca Francis [phone]


UBS Limited Steven Wirth [phone]

Adrian Lewis [phone]


Macquarie Capital (Europe) Limited Colin West [phone]


Footnotes:
1 BBPP has the right to increase the size of the Issue by up to 50 per cent of 
  the targeted amount
2 These are targets only and not profit forecasts.  There can be no assurances 
  that these targets will be met


Terms used in this announcement unless otherwise defined shall have the meanings
given in the Prospectus expected to be issued by the Company in respect of the
Issue on 18 March 2008.


For further information about BBPP please see our website:
www.bbpublicpartnerships.com

This announcement and the information contained herein is restricted and is not
for publication, release or distribution in whole or in part in Australia,
Canada, Japan or the United States. This announcement is not a prospectus and
investors should not subscribe any C Shares referred to in this announcement
except on the basis of information in the final prospectus to be published by
BBPP (the 'Prospectus'), both in connection with the admission of its C Shares
to the Official List of the UK Listing Authority and to trading on the main
market for listed securities of London Stock Exchange plc. Copies of the
Prospectus will be available from the registered office of BBPP at Heritage
International Fund Managers Limited, Polygon Hall, PO Box 225, Le Marchant
Street, St Peter Port, Guernsey, GY1 4HY and at the offices of Babcock & Brown
Investment Management Limited at Level 15, 5 Aldermanbury Square, London, EC2V
7HR in due course.


This announcement does not constitute an offer of, or the solicitation of an
offer to buy or subscribe for, C Shares to any person in any jurisdiction to
whom or in which such offer or solicitation is unlawful and, in particular, is
not for release, publication or distribution in or into the United States,
Australia, Canada or Japan. The Offer for Subscription and the Placing of the C
Shares has not been and will not be registered under the US Securities Act of
1933, as amended or under the applicable securities laws of Australia, Canada or
Japan. Subject to certain exceptions, the C Shares may not be offered or sold in
Australia, Canada, Japan or the United States.


The contents of this announcement, which have been prepared by and are the sole
responsibility of Babcock & Brown Public Partnerships ('BBPP'). UBS Limited
('UBS' or 'UBS Investment Bank') and Macquarie Capital (Europe) Limited
('Macquarie Capital') are acting exclusively for BBPP and no-one else and will
not be responsible to anyone other than BBPP for providing the protections
afforded to the clients of UBS and Macquarie Capital respectively, nor for
providing advice, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.



                      This information is provided by RNS
            The company news service from the London Stock Exchange