17 Sep 2010

Clayton Utz advises on RBS Social Infrastructure (Australia) Trust sale

Sydney, 17 September 2010: Clayton Utz has acted for RBS Funds Management (RFM) and RBS Group Australia (RBS) on the divestment of the RBS Social Infrastructure (Australia) Trust (the Fund) to AMP Capital Investors Limited (AMPCI) which was effected by replacing the responsible entity of the Fund.

The Fund which has been renamed the AMP Capital Community Infrastructure Fund, consists of four PPP assets: Southbank Institute in Queensland, Schools II in New South Wales, Emergency Alerting System in Victoria and the Darwin Convention Centre in the Northern Territory.

Clayton Utz Corporate and Infrastructure partner Nikki Robinson led the firm's team advising RFM and RBS in structuring and negotiating all aspects of the divestment of its Australian infrastructure funds management business.

The divestment included:

  • the retirement of RFM as the responsible entity of the stapled trusts, collectively named the RBS Social Infrastructure (Australia) Trust , and the appointment of AMPCI;
  • the transfer of the asset management rights and obligations of RBS in respect of the Fund to AMPCI; and
  • the sale of RFM's interest in Reliance Rail to a related RBS party prior to the appointment of AMPCI as responsible entity.

Commenting on recent activity in the M&A market Nikki Robinson said: "Despite an uncertain M&A market, Clayton Utz continues to advise major international players on strategic acquisitions and divestments. The transactions noted above in relation to the Fund are typical of 2010, which so far has been dominated by friendly deals driven by our clients focussing on core business strategies."

Nikki was assisted by Klay Brown, a Senior Associate in all aspects of the matter.

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Clayton Utz communications are intended to provide commentary and general information. They should not be relied upon as legal advice. Formal legal advice should be sought in particular transactions or on matters of interest arising from this communication. Persons listed may not be admitted in all States and Territories.