Acquisition of Debentures by Trilon Australia

Acquisition of Debentures by Trilon Australia

19-Dec-2011

Trilon Australia Financier Pty Ltd (Trilon), an affiliate of Brookfield Asset Management Inc., wishes to advise that it has agreed to acquire debentures (Debentures) issued by Replay Investments Pty Ltd (Replay) on 1 December 2008 from Reco City Pte Ltd (Reco City), an affiliate of GIC Real Estate Pte Ltd. The Debentures are the subject of an announcement by Thakral Investments Pty Ltd (Thakral Investments) to ASX on 2 December 2008.

At the time that the Debentures were issued to Reco City, the Debentures had a maturity date of 31 October 2011. That maturity date has subsequently been extended through agreement between Reco City and Replay to 28 December 2011. Trilon has agreed to extend the maturity date of the debentures to 28 February 2012 in order to allow sufficient time to enter into negotiations regarding a refinance or restructure of the Debentures. The extension is subject to the satisfaction of customary conditions precedent.

Members of the Thakral Investments group of companies provided legal mortgages and charges over a total of 265,964,627 fully and partly paid stapled securities in Thakral Holdings Group (ASX:THG) (collectively, THG Securities) to AET Structured Finance Services Pty Limited (Debenture Trustee) as security for amounts owing under the Debentures.

ASIC has granted an instrument of relief to Trilon pursuant to which:

1. Trilon will not be regarded as having a relevant interest in the THG Securities merely because of the legal mortgages and charges; and
2. any acquisition by Trilon or the Debenture Trustee that results from an exercise of a power under the legal mortgages or charges will be exempt from the takeovers prohibition in section 606 of the Corporations Act 2001 (Cth).

The ASIC relief is conditional upon making the above disclosure to ASX.

No material changes have been made to the terms of the Debentures in connection with Trilon's acquisition.

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