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Frequently asked questions

Investing in MIG

How do I invest in the Macquarie Infrastructure Group?

MIG is listed on the Australian Stock Exchange, and therefore MIG stapled securities can be purchased through any ASX registered broker.

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What is MIG's ASX code and when did it list?

MIG's ASX code is "MIG" and it listed in December 1996.

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Will MIG be listed on any other stock exchange?

The directors have no current intention to list MIG on any other stock exchange.

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MIG's structure

How is MIG structured?

MIG is comprised of two Australian trusts and one Bermudian company as set out below:

MIGIL - Macquarie Infrastructure Group International Limited
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
MCFEL - Macquarie Capital Funds (Europe) Limited

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Why is MIG made up of stapled securities and is not a single share or unit?

Stapled securities comprise securities in two (or more) separate entities that have to be traded as a single stapled security. In MIG's case, there are two Australian trusts and a Bermudian company. MIG stapled security holders have an equal number of units in both trusts and CHESS units of foreign securities (CUFS) over shares in the company.

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Why use a stapled security structure?

Stapling allows investors to invest in different entities that are traded as one. This means that investors can receive the benefits of investing in different types of entities (eg trusts and companies) within the one traded instrument. Generally, a Stapling Deed governs the stapling arrangements.

Where a foreign security is stapled to a domestic security, the regulatory/corporate governance requirements of both jurisdictions must be considered. This gives additional comfort to security holders, given the regulatory/corporate governance standards must always meet the "highest common standard ".

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Why does MIG have a manager and an advisor?

MIG has a management company - Macquarie Infrastructure Investment Management Limited (MIIML) and an advisor - Macquarie Capital Funds (Europe) Limited (MCFEL).

MIIML is the responsible entity/trustee for the Australian trusts. Its Board is made up of Australian directors and is responsible for managing MIG's Australian operations. MCFEL acts as an advisor to MIGIL and is responsible for providing advisor services to MIGIL regarding some of MIG's offshore operations.

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What are the contractual management arrangements by which MIIML and MCFEL are bound?

MIIML's management obligations are contained in MIT(I)'s and MIT(II)'s trust constitutions. There are further Corporations Law provisions relating to managed investment schemes. MCFEL's obligations are contained in the Advisory Agreement between MIGIL and MCFEL. MCFEL also provides MIGIL services to MEI (a subsidary of MIGIL) under an existing management agreement.

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What are the management fees paid to the MIG management companies?

Base and Performance Fees are payable by MIG to each of MIIML and MCFEL. The aggregate base fee is currently calculated as 1.25% of the market capitalisation of MIG after adding borrowings and firm commitments to invest and deducting uncommitted cash on the balance sheet for a market capitalisation of less than $3 billion. Where the market capitalisation exceeds $3 billion, a base fee of 1% will apply to the amount in excess of $3 billion.

A performance fee is paid by MIG at 30 June each year in the event that the MIG accumulation index out-performs the S&P/ASX 300 Industrials Accumulation Index (XKIAI) in any financial year, having made up for any under-performance in previous years.

The performance fee is 15% of the amount of the net out-performance and is paid in three equal annual instalments. The second and third year instalments are only paid if MIG continues to out-perform the XKIAI on an accumulation basis over the relevant two or three year period. If MIG under-performs for one or more years, then that under-performance has to be made up before MIIML and MCFEL can qualify for a new fee.

The fee structure aims at ensuring the Manager's interests are aligned with those of the stapled security holders, namely through security price performance. Fees are apportioned between MIT(I), MIT(II) and MIGIL based on each entity's share of the net assets of MIG.

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Why is MIG restricted to issuing only 15% of its issued capital as new stapled securities in any 12 month period?

Under the ASX listing rules, listed companies and listed trust are restricted to issuing no more than 15% of their issued capital in any 12 month period. As MIG consists of 2 trusts and a company, MIG cannot place more than 15% of its issued capital in any 12 month period without prior stapled security holder approval.

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Dividends/Distributions

What is the make-up of MIG's distributions?

MIG's distributions comprise franked and unfranked dividends, Australian sourced income, capital gains, foreign sourced income and tax deferred distributions. For a full breakdown on MIG's distribution components, see MIG's annual Tax Guide booklet on the Distributions page.

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What is the difference between distributions and dividends?

Companies pay dividends. Distributions are paid by trusts.

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When are distributions and dividends paid?

Distributions and dividends are currently paid six monthly relating to the December and June half years. The June distribution is paid in the middle of August and the December distribution in the middle of February.

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What is the DRP and how do I register for it?

The DRP is the Distribution and Dividend Reinvestment Plan. Under this plan Australian and New Zealand MIG stapled security holders can choose to have their distributions and dividends automatically reinvested in MIG units at zero brokerage fees. A booklet and application form is available from the registry.

MIG has the ability to offer up to a 10% discount in relation to the DRP, however the DRP is currently not operating at a discount.

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When will I receive my annual tax statement?

A tax statement for the tax year to 30 June is mailed to all security holders who have held an investment in MIG during that tax year. The tax statements are generally mailed out by mid August. The tax statement summarises the distributions paid during the year and includes information required to complete your annual tax return, including a tax booklet. If you have a tax adviser, we recommend you provide this tax booklet to your adviser along with your tax statement.

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MIG's business

What is the impact on MIG's accounts of transition to Australian equivalents to International Financial Reporting Standards (AIFRS)?

The introduction of AIFRS has had a significant effect on MIG's reported financial statements. Full details of the impacts are disclosed in MIG's financial statements for the year ended 30 June 2006. Key changes under AIFRS are:

  • Asset valuations: MIG no longer recognises the valuations of its controlled assets in its accounts (Note: MIG continues to recognise the valuations of its non-controlled assets)
  • MIT(I) units: classified as debt between 1 July 2005 and 22 June 2006, and MIT(I) profit for that period expensed as a financing cost
  • Accounting for stapled groups: MIT(II) is designated the ‘parent’ of the stapled group for accounting purposes
  • Derivatives: measured at fair value through the Income Statement to the extent not accounted for as hedges
  • Foreign exchange: certain exchange gains and losses are now recognised directly in reserves rather than in the Income Statement

Importantly, however, adoption of AIFRS does not affect:

  • MIG’s business and strategy
  • The underlying value of MIG and its assets
  • Cash flows of the Group
  • Distributions to shareholders
  • Tax payable by MIG or MIG’s investors, as tax is determined by local legislation.

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Why do revaluations of non-controlled asset values go through the Income Statement?

The directors of MIIML and MCFEL have determined that the most appropriate accounting policy for MIG is to present non-controlled assets at fair value, as permitted by AASB 128: Investments in Associates. Under AIFRS, and consistent with previous Australian accounting standards, revaluations of investments are taken through the Income Statement. MIG stapled security holders can therefore see the change in value of MIG's non-controlled assets during the period, when compared with preceding periods.

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Why are revaluations of MIG-controlled assets no longer permitted?

Upon transition to Australian equivalents to International Financial Reporting Standards (AIFRS), which applies for all accounting periods beginning after 1 January 2005, MIG is no longer permitted to reflect the valuations of its controlled assets in its accounts. Prior to transition to AIFRS, MIG's accounts reflected the valuations of its controlled assets' tolling concessions, with revaluation movements being taken to an asset revaluation reserve. Tolling concessions are intangible assets, which are not able to be revalued under AIFRS. It should be noted that this does not mean that MIG's tolling concessions are worth any less following transition to the new acounting standards.

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Why does MIG invest in assets outside Australia? Doesn't this increase the risk?

While there is always some additional risk (mainly currency risk) in diversifying overseas, our research showed that toll road usage behaviour is very similar in western developed countries to that in Australia, and the same toll road fundamentals apply. We are confident that the overseas investments that have been made will enhance the performance of MIG.

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How does MIG manage foreign exchange risk?

MIG does not currently hedge foreign exchange exposure on overseas investments and does not intend to do so in the future. However, MIG often hedges the foreign exchange risk of future overseas equity commitments, and in the case of new acquisitions, will hedge the foreign exchange risk on the acquisition price.

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How does MIG manage its exposure to interest rate movements?

Generally, MIG's investments reduce their interest rate exposure by fixing some proportion of the debt for each asset.

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Contacts

How do I change my shareholding details, including my address for all MIG correspondence?

All changes to your shareholding details need to be made through the share registry, Computershare. Contact details are below.

You can also download the change of address form from the internet yourself. Simply log onto www.computershare.com.au. Go to investors/address change. Once you've filled out the form you can either:

Fax to: +61 2 8234 5050 or
Mail to:
Computershare Investor Services Pty Ltd
GPO Box 7045
Sydney NSW 1115

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How do I contact MIG's share registry?

MIG's share registry is Computershare Investor Services Pty Limited. Their details are:

Telephone: 1800 000 982 (toll free number for calling within Australia)

Telephone 61 3 9415 4073 (for international calls)

Fax: 61 2 8234 5050

Address: Computershare Investor Services Pty Limited
GPO Box 7045
Sydney NSW 1115

Email: web.queries@computershare.com.au

Website: www.computershare.com

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How do I contact MIG?

MIG's investor relations team can be contacted toll free within Australia on 1800 358 440. The international phone number is 61 2 8232 7248. All correspondence can be sent to:

Attention: MIG Investor Relations Manager
PO Box 4294
Sydney NSW 1164

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What is the Australian Tax Office's view of stapled securities?

The ATO has developed information to assist investors who own stapled securities determine their capital gains tax (CGT) obligations. Click on the following link to read more: ATO information on stapled securities

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