BBPP Babcock & Brown (See LSE:BBPP)

| acquisition                                 |          |          |           |          |          | 
+---------------------------------------------+----------+----------+-----------+----------+----------+ 
| Cash consideration -                        |  (3,768) | (28,899) |  (13,808) | (44,939) | (91,414) | 
| (outflow)                                   |          |          |           |          |          | 
+---------------------------------------------+----------+----------+-----------+----------+----------+ 
| Cash acquired at acquisition                |      211 |      371 |    80,765 |  654,996 |  736,343 | 
| - inflow                                    |          |          |           |          |          | 
+---------------------------------------------+----------+----------+-----------+----------+----------+ 
|                                             |          |          |           |          |          | 
+---------------------------------------------+----------+----------+-----------+----------+----------+ 
| Net cash inflow/(outflow)                   |  (3,557) | (28,528) |    66,957 |  610,057 |  644,929 | 
+---------------------------------------------+----------+----------+-----------+----------+----------+ 
|                                             |          |          |           |          |          | 
+---------------------------------------------+----------+----------+-----------+----------+----------+ 
 
 
Where appropriate, certain items disclosed as provisional in the 2008 interim 
statement have been amended to final amounts in this table. 
 
 
1.  Maesteg Schools 
 
 
On 31 January 2008, the Group acquired 100% of the issued share capital of 
Babcock & Brown Developments Investments Limited for cash consideration of 
GBP3.8 million including the costs of acquisition of GBP0.1 million. 
 
 
Babcock & Brown Development Investments Limited is the parent company of the 
entity holding the PFI concession of Maesteg Schools. This transaction has been 
accounted for by the purchase method of accounting. 
 
 
The acquiree's identified assets, liabilities and contingent liabilities that 
meet the conditions for recognition under IFRS 3 are recognised at fair value at 
the acquisition date. The excess amount arising on acquisition is recognised as 
an intangible asset and initially carried at fair value at acquisition. 
 
 
The intangible asset arising on acquisition is attributable to the right to 
future profits on the services element of the related concession acquired. 
 
 
All amounts shown above are at book and fair value. 
 
 
Babcock & Brown Development Investments Limited contributed revenue of 
GBP6,567,000 and GBP119,000 profit before tax for the period between the date of 
acquisition and 31 December 2008. If the acquisition had been completed on 1 
January 2008 revenues for the period would have been GBP6,575,000 and the profit 
before tax would have been GBP119,000 as construction was completed in June 
2008. 
 
 
2. Diabolo project 
 
 
On 30 January 2008, the Group acquired 37.5% of the issued share capital of 
Northern Diabolo (Holdings) Sarl for cash consideration of GBP16.2 million and 
on 22 April 2008 the Group acquired a further 27.5% of the same entity for cash 
consideration of GBP11.5 million excluding the costs of acquisition of GBP1.1 
million. 
 
 
Northern Diabolo (Holdings) Sarl is the parent company of the Project company 
holding the PFI concession for the Diabolo project. This transaction has been 
accounted for by the purchase method of accounting and has combined the two 
acquisitions for the purposes of this note. 
 
 
The acquiree's identified assets, liabilities and contingent liabilities that 
meet the conditions for recognition under IFRS 3 are recognised at fair value at 
the acquisition date. The excess amount arising on acquisition is recognised as 
an intangible asset and initially carried at fair value at acquisition. 
 
 
The intangible asset arising on acquisition is attributable to the right to 
future profits on the services element of the related concession acquired and an 
element relating to the right to charge users of the infrastructure asset within 
the service concession. 
 
 
All amounts shown above are at book and fair value. 
 
 
Northern Diabolo (Holdings) Sarl contributed revenue of GBP8.4 million and 
GBP1.0 million loss before tax of the Group for the period between 22 April 2008 
and 31 December 2008. If the acquisition had been completed on 1 January 2008 
revenues for the period would have been GBP8.6 million and a loss of GBP2.4 
million. 
 
 
3. Orange Hospital 
 
 
On 22 April 2008, the Group acquired 100% of the equity of Pinnacle Healthcare 
(OAHS) Holdings Pty Limited for cash consideration of GBP13.8 million including 
the costs of acquisition of GBP0.4 million. 
 
 
Pinnacle Healthcare (OAHS) Holdings Pty Limited is the parent company for the 
Orange Hospital project. This transaction has been accounted for by the purchase 
method of accounting. 
 
 
The acquiree's identified assets, liabilities and contingent liabilities that 
meet the conditions for recognition under IFRS 3 are recognised at fair value at 
the acquisition date. The excess amount arising on acquisition is recognised as 
an intangible asset and initially carried at fair value at acquisition. 
 
 
The intangible asset arising on acquisition is attributable to the right to 
future profits on the services element of the related concessions acquired. 
 
 
All amounts shown above are at book and fair value. 
 
 
Pinnacle Healthcare (OAHS) Holdings Pty Limited contributed GBP15.3 million 
revenue and GBP0.1 million loss before tax of the Group for the period between 
the date of acquisition and 31 December 2008. If the acquisition had been 
completed on 1 January 2008 revenues for the period would have been GBP20.4 
million and a loss of GBP0.2 million. 
 
 
4. Royal Childrens Hospital (RCH) 
 
 
On 26 June 2008, the Group acquired 100% of the issued units of CHP Holdings 
Unit Trust for cash consideration of GBP44.9 million including the costs of 
acquisition of GBP0.8 million. 
 
 
CHP Holdings Unit Trust is the holdings trust for the Royal Childrens Hospital 
project in Victoria, Australia. This transaction has been accounted for by the 
purchase method of accounting. 
 
 
The acquiree's identified assets, liabilities and contingent liabilities that 
meet the conditions for recognition under IFRS 3 are recognised at fair value at 
the acquisition date. The excess amount arising on acquisition is recognised as 
an intangible asset and initially carried at fair value at acquisition. 
 
 
The intangible asset arising on acquisition is attributable to the right to 
future profits on the services element of the related concession acquired. 
 
 
Cash and cash equivalents and bank loans include the fully drawn down bond 
financing of the concession. 
 
 
All amounts shown above are at book and fair value. 
 
 
CHP Holdings Unit Trust contributed GBP30.3 million revenue and GBP3.6 million 
loss before tax of the Group for the period between the date of acquisition and 
31 December 2008. If the acquisition had been completed on 1 January 2008 
revenues for the period would have been GBP60.7 million and a loss of GBP7.3 
million. 
 
 
 
 
35. Notes to the cash flow statement 
 
 
+---------------------------------------------+--+-----------+-----------+ 
|                                             |  |    31 Dec |    31 Dec | 
|                                             |  |      2008 |      2007 | 
|                                             |  |  GBP'000s |  GBP'000s | 
+---------------------------------------------+--+-----------+-----------+ 
|                                             |  |           |           | 
+---------------------------------------------+--+-----------+-----------+ 
|   Profit for the year after taxation        |  |     8,820 |    15,609 | 
+---------------------------------------------+--+-----------+-----------+ 
|                                             |  |           |           | 
+---------------------------------------------+--+-----------+-----------+ 
|   Adjusted for:                             |  |           |           | 
+---------------------------------------------+--+-----------+-----------+ 
|   Investment revenue recognised in profit   |  |  (33,858) |   (9,142) | 
|   and loss                                  |  |           |           | 
+---------------------------------------------+--+-----------+-----------+ 
|   Share of profits of associates            |  |   (3,306) |   (2,016) | 
+---------------------------------------------+--+-----------+-----------+ 
|   Interest on bank loans (finance costs)    |  |    69,131 |    25,431 | 
+---------------------------------------------+--+-----------+-----------+ 
|   Depreciation of plant property and        |  |       414 |       415 | 
|   equipment                                 |  |           |           | 
+---------------------------------------------+--+-----------+-----------+ 
|   Amortisation of intangible assets         |  |     8,227 |     5,128 | 
+---------------------------------------------+--+-----------+-----------+ 
|   Income tax recognised in profit and loss  |  |     3,421 |   (4,349) | 
+---------------------------------------------+--+-----------+-----------+ 
|   Other gains                               |  |   (7,574) |     (381) | 
+---------------------------------------------+--+-----------+-----------+ 
|   Amortisation of loan issue costs          |  |     2,967 |         - | 
+---------------------------------------------+--+-----------+-----------+ 
|                                             |  |           |           | 
+---------------------------------------------+--+-----------+-----------+ 
|                                             |  |           |           | 
+---------------------------------------------+--+-----------+-----------+ 
|   Operating cash flows before movements in  |  |    48,242 |    30,695 | 
|   working capital                           |  |           |           | 

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