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Friday 27 January, 2006

BBI PortsAcquisition

Offer Update

BBI Ports Acquisitions (UK) Limited
27 January 2006

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES



                                                                 27 January 2006



                       Recommended Cash Offers ('Offers')
                             by UBS Investment Bank
                              for and on behalf of
                 BBI Port Acquisitions (UK) Limited ('Offeror')
a company wholly owned by a subsidiary of Babcock & Brown Infrastructure Limited
                                      for
                           PD Ports Plc ('PD Ports')


                      Offers declared wholly unconditional


                         Offers wholly unconditional


The Offeror, having declared the Share Offer unconditional as to acceptances on
20 January 2006 and the other conditions relating to the Offers having been
satisfied or waived, declares the Offers wholly unconditional as at 3:00 p.m.
(London time) on 27 January 2006.  The Offers (including the Loan Note
Alternative) will remain open for acceptance until further notice.

Detailed level of acceptances and ownership of PD Ports Shares and PD Ports
Convertible Bonds

The Offeror announces that as at 1.00 p.m. (London time) on 27 January 2006,
valid acceptances had been received in respect of 147,068,333 PD Ports Shares,
representing approximately 84.04 per cent. of the issued PD Ports Shares, and in
respect of 32,346,673 PD Ports Convertible Bonds, representing approximately
64.69 per cent. of the existing PD Ports Convertible Bonds.

In aggregate, the Offeror and Australian Company Number. 108247123 Pty Ltd, a
wholly owned subsidiary of Babcock & Brown Infrastructure Limited, own
15,737,571 PD Ports Shares, representing approximately 8.99 per cent. of the
issued share capital of PD Ports.

Accordingly, as at 1.00 p.m. (London time) on 27 January 2006, the Offeror and
its associates owned or had received valid acceptances in respect of 162,805,904
PD Ports Shares, representing approximately 93.03 per cent. of the issued PD
Ports Shares.

In aggregate, the Offeror owns 16,935,700 PD Ports Convertible Bonds,
representing approximately 33.87 per cent. of the existing PD Ports Convertible
Bonds.

Accordingly, as at 1.00 p.m. (London time) on 27 January 2006, the Offeror and
its associates owned or had received valid acceptances in respect of 49,282,373
PD Ports Convertible Bonds, representing approximately 98.56 per cent. of the
existing PD Ports Convertible Bonds.

The acceptances received in respect of the Offers referred to in this
announcement include valid acceptances in respect of 77,194,242 PD Ports Shares,
representing approximately 44.11 per cent. of the issued PD Ports Shares, and in
respect of 9,700,000 PD Ports Convertible Bonds, representing approximately
19.40 per cent. of the existing PD Ports Convertible Bonds, which were subject
to irrevocable undertakings (as described in Appendix VI of the Offer Document).

Neither the Offeror nor any person acting or deemed to be acting in concert with
the Offeror held any PD Ports Shares or PD Ports Convertible Bonds immediately
prior to the Commencement of the Offer Period and neither the Offeror nor any
person acting or deemed to be acting in concert with the Offeror has acquired or
agreed to acquire any PD Ports Shares or PD Ports Convertible Bonds since the
Commencement of the Offer Period, save as disclosed above and in the Offer
Document.

Settlement under the Offers

Settlement of the consideration due under the Offers will be dispatched (or, in
respect of PD Ports Shares and PD Ports Convertible Bonds held in uncertificated
form, credited through CREST) on or before 10 February 2006 in respect of PD
Ports Shares and PD Ports Convertible Bonds for which valid and complete
acceptances of the Offers have already been received or, in respect of PD Ports
Shares and PD Ports Convertible Bonds held in uncertificated form, for which
Electronic Acceptances have already been made.  Settlement of the consideration
in respect of valid acceptances received or made on or after 27 January 2006
will be dispatched (or, in respect of PD Ports Shares and PD Ports Convertible
Bonds held in uncertificated form, credited through CREST) within 14 days of
such acceptances being received or made.

Loan Notes will be issued and dispatched by the Offeror on or before 10 February
2006 to those PD Ports Shareholders and PD Ports Convertible Bondholders who
have already validly accepted the Offers and have elected for the Loan Note
Alternative.  In respect of those PD Ports Shareholders and PD Ports Convertible
Bondholders who validly accept the Offers and elect the Loan Note Alternative on
or after 27 January 2006, Loan Notes will be issued and dispatched within 14
days of such acceptances being received or made.

Cancellation of listing of PD Ports Shares and compulsory acquisition

Subject to any applicable regulatory requirements and as set out in the Offer
Document, it is the Offeror's intention that an application be made by PD Ports
to the Financial Services Authority for the cancellation of the listing of PD
Ports Shares on the Official List and to the London Stock Exchange for the
cancellation of the admission to trading of PD Ports Shares, with each expected
to take effect 20 business days following further notice to all PD Ports
Shareholders and PD Ports Convertible Bondholders.

In addition, as the Offeror and its associates own more than 90 per cent. of the
PD Ports Shares and PD Ports Convertible Bonds to which the Offers relate, the
Offeror intends to exercise its rights pursuant to the provisions set out in
Sections 428 to 430F of the Companies Act to acquire the remaining PD Ports
Shares and PD Ports Convertible Bonds.  Accordingly, the Offeror will in due
course be posting formal notices pursuant to section 429 of the Companies Act
1985 to those PD Ports Shareholders and PD Ports Convertible Bondholders who
have not yet validly accepted the Offers.

Further acceptances

For PD Ports Shares and PD Ports Convertible Bonds held in certificated form,
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and on the Forms
of Acceptance so as to be received as soon as possible.  For PD Ports Shares and
PD Ports Convertible Bonds held in uncertificated form, Electronic Acceptances
should be made in accordance with the instructions set out in the Offer Document
so that settlement occurs as soon as possible.

Additional copies of the Offer Document and the Forms of Acceptance can be
obtained by telephoning Lloyds TSB Registrars on 0870 609 2158, or if calling
from outside the United Kingdom, on +44 1903 276 342.

Terms used in this announcement shall have the meaning given to them in the
Offer Document

Enquiries:

BBI Port Acquisitions (UK) Limited
Tel: +44 (0) 20 7203 7300

Simon Gray

UBS Investment Bank
(financial adviser and broker to the Offeror)
Tel: +44 (0) 20 7567 8000

Hugo Robinson

Maitland
(PR adviser to the Offeror)
Tel: +44 (0) 20 7379 5151

Lydia Pretzlik
Michelle Jeffery


This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.  The Offers are made solely by the Offer
Document and the Forms of Acceptance accompanying the Offer Document, which
contain the full terms and conditions of the Offers, including details of how
the Offers may be accepted.



UBS Investment Bank, is acting exclusively for Babcock & Brown Infrastructure
Limited and the Offeror and no one else in connection with the Offers and will
not be responsible to anyone other than the Offeror for providing the
protections afforded to clients of UBS Investment Bank nor for providing advice
in relation to the Offers, the content of this announcement or any other matter
referred to herein.



The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.



Copies of this announcement and any formal documentation relating to the Offers
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from the United States or any other
Restricted Jurisdiction and will not be capable of acceptance by any such use,
instrumentality or facility within the United States or any other Restricted
Jurisdiction and persons seeking such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send it in or
into or from the United States or any other Restricted Jurisdiction. The Offers
(unless otherwise determined by Babcock & Brown Infrastructure Limited and the
Offeror and permitted by applicable law and regulation), will not be made,
directly or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of the United States or any other
Restricted Jurisdiction and the Offers will not be capable of acceptance by any
such use, means, instrumentality or facilities.



The ability of PD Ports Shareholders and PD Ports Convertible Bondholders who
are not resident in the United Kingdom to accept the Offers may be affected by
the laws of the relevant jurisdictions in which they are located. Persons who
are not resident in the United Kingdom should inform themselves of, and observe,
any applicable requirements.



END






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