Summary of Implementation Deed
Prime Infrastructure Holdings Limited ( PIHL ), Prime Infrastructure RE Limited ( PIRE ) as
responsible entity for Prime Infrastructure Trust ( PIT ) and Prime Infrastructure Trust 2 ( PIT2 ) and
Brookfield Infrastructure Partners Limited as general partner of Brookfield Infrastructure Partners L.P
( BIP ) have entered into the Implementation Deed under which, subject to the Schemes becoming
effective, each Prime Securityholder on the register on the record date other than BIP Bermuda
Holdings IV Limited ( Scheme Participant ) will receive 0.24 of a limited partnership interest in BIP
( BIP Interests ) in consideration for each of their Prime Securities 1 . If the Schemes become
effective, BIP will acquire all the Prime Securities (other than those held by BIP Bermuda Holdings IV
In conjunction with the Schemes, BIP will also make a takeover offer for all Prime Securities ( Offer ).
The Offer is conditional upon the Schemes not becoming effective.
The Schemes consist of:
pursuant to which BIP will acquire all the Prime Securities (other than those held by BIP Bermuda
Holdings IV Limited) in exchange for 0.24 of a BIP Interest per Prime Security 1 .
A liquidity facility will be provided under which Scheme Participants may elect, in lieu of up to 4000
BIP Interests per Holder, to receive cash on the basis of US$17.02 per BIP Interest (subject to the
limitation described below). Cash available to fund this facility will be capped at a value of US$300
million and any excess BIP Interests that Scheme Participants elect into the facility will be sold on-
market, and Scheme Participants will receive the blended price.
Foreign holders who are ineligible to receive BIP Interests will have the BIP Interests that they would
otherwise receive, participate in a sales facility. To the extent that the overall US$300 million liquidity
facility cap is not exhausted by the volunt