Prime says its independent directors have considered the proposal and believe the advantages of the restructure outweigh the disadvantages. They have unanimously recommended this to their security holders who will consider the proposal at an extraordinary meeting on 11 May.

Also, an independent report by PKF Corporate Advisers Pty concludes the restructure is fair and reasonable to the non-associated security holders.

Prime says B&B wants to establish a Babock & Brown-branded ASX listed infrastructure fund and offers Prime security holders the opportunity to restructure Prime Infrastructure.

B&B Investor Services is the responsible entity for Prime Infrastructure Trust which, together with Prime Infrastructure Management Ltd, comprises Prime Infrastructure.

It is proposed Prime Infrastructure will become Babcock & Brown Infrastructure, PIT will become Babcock & Brown Infrastructure Trust, and PIML Babcock & Brown Infrastructure Ltd.

PIML senior management will be offered employment with B&B and seconded to Babcock & Brown Infrastructure Management Pty (BBIM). Existing and future operational and support staff will remain directly employed by PIML or its subsidiaries.

As well, Prime directors have indicated that the revised forecast operating cashflows for the 2005-06 financial years are approximately 14.4 cents per stapled security and that it is their intention the distribution will be not less than 11.5 cents per stapled security.

Prime – which bought New Zealand energy network company Powerco late last year – estimates the restructuring should be complete by July 1.