EURO MEDIUM TERM NOTE PROGRAMME DOCUMENTATION

Transcription

1 ASX ANNOUNCEMENT 10 March 2015 APT Pipelines Limited (ASX: AQH) (also for release to APA Group (ASX: APA)) EURO MEDIUM TERM NOTE PROGRAMME DOCUMENTATION APT Pipelines Limited (ASX:AQH) updated the Offering Circular in relation to its Euro Medium Term Note Programme, listed with the Singapore Exchange. A copy of the update is attached. Mark Knapman Company Secretary APT Pipelines Limited For further information please contact: Investor enquiries: Media enquiries: Yoko Kosugi David Symons Telephone: (02) Telephone: (02) Mob: Mob: yoko.kosugi@apa.com.au media@apa.com.au About APA Group (APA) APA is Australia s largest natural gas infrastructure business, owning and/or operating in excess of $12 billion of energy infrastructure assets. Its gas transmission pipelines span every state and territory on mainland Australia, delivering approximately half of the nation s gas usage. APA has direct management and operational control over its assets and the majority of its investments. APA also holds minority interests in a number of energy infrastructure enterprises including SEA Gas Pipeline, Energy Infrastructure Investments and GDI. APT Pipelines Limited is a wholly owned subsidiary of Australian Pipeline Trust and is the borrowing entity of APA Group. For more information visit APA s website, NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS This announcement and the enclosed document does not constitute nor form part of any offer, solicitation or invitation to sell, issue or subscribe for securities of APT Pipelines Limited in the U.S. or any other jurisdiction. No securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the U.S. or any other jurisdiction. No securities may be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. No public offering is being made in the United States or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful. Neither this announcement, the enclosed document nor any portion hereof or thereof may be sent or transmitted into the U.S. or any jurisdiction where it is unlawful to do so. Any failure to comply with these restrictions may result in a violation of the Securities Act or the applicable laws of other jurisdictions. No money, securities or other consideration is being solicited by this announcement, the enclosed document or the information contained herein and therein and, if sent in response to this announcement, the enclosed document or the information contained herein and therein, will not be accepted.

2 OFFERING CIRCULAR APT PIPELINES LIMITED (ABN ) (incorporated with limited liability in Australia) U.S.$5,000,000,000 Euro Medium Term Note Programme Irrevocably and unconditionally guaranteed by Australian Pipeline Limited (ABN ) in its capacity as trustee and responsible entity of Australian Pipeline Trust (ARSN ) and by certain other entities within the Group (each incorporated with limited liability in Australia) On 20 October 2010, APT Pipelines Limited (the Issuer) established a U.S.$5,000,000,000 Euro Medium Term Note Programme (the Programme) and issued an offering circular on that date describing the Programme. An updated offering circular was subsequently issued on 16 November This Offering Circular supersedes any previous Offering Circular and any supplement thereto. Any Notes (as defined below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes issued prior to the date of this Offering Circular. Under this Programme, the Issuer may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be guaranteed pursuant to the terms of the guarantee (the Guarantee) contained in the Trust Deed (as defined below) by Australian Pipeline Limited in its capacity as trustee and responsible entity of Australian Pipeline Trust (in that capacity, the Principal Guarantor) and in its capacity as trustee and responsible entity of the APT Investment Trust and by certain other entities within the Group (each an Initial Guarantor, and together with the Principal Guarantor, the Initial Guarantors), subject to the terms of the Trust Deed. The Issuer may from time to time and in accordance with the terms of the Trust Deed and the terms and conditions of the Notes appoint or procure the appointment of any Subsidiary (as defined below) of the Principal Guarantor which is not an Initial Guarantor as an additional guarantor (each such guarantor, an Additional Guarantor) or obtain a release of the guarantee provided by an Initial Guarantor (other than the Principal Guarantor) or an Additional Guarantor in respect of the Notes. The Initial Guarantors together with any Additional Guarantors but excluding any such released guarantors are referred to herein as the Guarantors. The Notes may be issued in bearer or registered form (respectively, Bearer Notes and Registered Notes) and will be constituted by an amended and restated trust deed dated 9 March 2015 between the Issuer, the Initial Guarantors and The Bank of New York Mellon (the Trustee) (thetrust Deed). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described below), subject to increase as described in the Programme Agreement. The Notes may be issued on a continuing basis to one or more of the Dealers specified under Overview of the Programme andany additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see Risk Factors. Application has been made to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in and for the listing of and quotation for the Notes which are agreed at or prior to the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Offering Circular. There is no assurance that the application to the SGX-ST for the listing of the Notes will be approved. Admission to the Official List of the SGX-ST and the listing and quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantors, the subsidiaries and associated companies of the Issuer and the Guarantors, the Programme or such Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under Terms and Conditions of the Notes ) of Notes will be set out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the SGX-ST, will be delivered to the SGX-ST before the date of listing of Notes of such Tranche. The Programme provides that Notes may be listed, quoted or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not quoted or admitted to trading on any market. Notes issued under the Programme may be rated or unrated. Where an issue of a certain series of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme (if any) and (where applicable) such rating will be specified in the applicable Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see Subscription and Sale ). The Issuer and the Guarantors may agree with any Dealer and the Trustee that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event, in the case of listed Notes only and if appropriate, a supplemental Offering Circular will be published. BNP PARIBAS Arrangers and Dealers The date of this Offering Circular is 9 March The Royal Bank of Scotland

3 In making an investment decision, investors must rely on their own examination of the Issuer and the Guarantors and the terms of the Notes being offered, including the merits and risks involved. The Notes and the Guarantee have not been approved or disapproved by the United States Securities and Exchange Commission or any other securities commission or other regulatory authority in the United States, nor have the foregoing authorities approved this Offering Circular or confirmed the accuracy or determined the adequacy of the information contained in this Offering Circular. Any representation to the contrary is unlawful. To the best of the knowledge of the Issuer and the Principal Guarantor as at the date of this Offering Circular having made all reasonable enquiries, the information contained or incorporated in this Offering Circular is in accordance with the facts and there are no other facts the omission of which would make this Offering Circular or any of such information misleading. The Issuer and the Principal Guarantor accept responsibility accordingly. Subject as provided in the applicable Final Terms, the only persons authorised to use this Offering Circular in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers (as defined below), as the case may be. This Offering Circular and any other documents or materials in relation to the issue, offering or sale of the Notes have been prepared solely for the purpose of the initial sale by the relevant Dealers of the Notes from time to time to be issued pursuant to the Programme. Copies of Final Terms in respect of Notes which are listed on a stock exchange will be available from the registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined below). This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see Documents Incorporated by Reference ). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular. None of the Arrangers, the Dealers, the Trustee, the Paying Agents, the Registrar or the Transfer Agents (each as defined below) has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made, nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation by the Arrangers, the Dealers, the Trustee, the Paying Agents, the Registrar or the Transfer Agents and no responsibility or liability is accepted by the Arrangers, the Dealers, the Trustee, any Paying Agent, the Registrar or the Transfer Agents as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer or the Initial Guarantors in connection with the Programme. None of the Arrangers, the Dealers, the Trustee, the Paying Agents, the Registrar or the Transfer Agents accept any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by the Issuer or the Initial Guarantors in connection with the Programme. Advisers named in this Offering Circular have acted pursuant to the terms of their respective engagements, have not authorised or caused the issue of, and take no responsibility for, this Offering Circular and do not make, and should not be taken to have verified, any statement or information in this Offering Circular unless expressly stated otherwise. In this Offering Circular, the Issuer and the Principal Guarantor rely on and refer to information and statistics regarding the industries in which the Group operates that have been obtained from independent industry publications or other publicly available information. In particular, the Issuer and the Principal Guarantor have referenced information published by certain Australian government sources, including BREE, AER and certain private sources, including EnergyQuest. Although the Issuer and the Principal Guarantor believe that these sources are reliable, neither they nor the Arrangers, the Dealers, the Trustee, the Paying Agents, the Registrar or the Transfer Agents have independently verified such information and neither the Issuer and the Principal Guarantor nor the Arrangers, the Dealers, the Trustee, the Paying Agents, the Registrar or the Transfer Agents make any representation as to the accuracy and completeness of this information. -i-

4 This Offering Circular contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of certain documents referred to herein will be made available to prospective investors upon request to the Issuer or the Guarantors. The information set out in those sections of the Offering Circular describing clearing and settlement is subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream, Luxembourg currently in effect. Investors wishing to use these clearing systems are advised to confirm the continued applicability of their rules, regulations and procedures. None of the Issuer or the Principal Guarantor will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, book-entry interests held through the facilities of any clearing system or for maintaining, supervising or reviewing any records relating to such book-entry interests. No person is or has been authorised by the Issuer, the Initial Guarantors, any of the Dealers, the Arrangers, the Trustee, the Paying Agents, the Registrar or the Transfer Agents to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied by the Issuer or any Guarantor in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Initial Guarantors, any of the Dealers, the Arrangers, the Trustee, the Paying Agents, the Registrar or the Transfer Agents. Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Initial Guarantors, any of the Dealers, the Arrangers, the Trustee, the Paying Agents, the Registrar or the Transfer Agents that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. This Offering Circular does not take into account the objectives, financial situation or needs of any potential investor. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Initial Guarantors. Neither this Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer, the Initial Guarantors, any of the Dealers, the Arrangers, the Trustee, the Paying Agents, the Registrar or the Transfer Agents to any person to subscribe for or to purchase any Notes. Neither the delivery of this Offering Circular (or any part thereof) nor the offering, sale or delivery of any Notes shall in any circumstances constitute a representation, or give rise to any implication, that there has been no change in the prospects, results of operations or general affairs of the Issuer and/or the Initial Guarantors or that the information contained herein concerning the Issuer and/or the Initial Guarantors is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers, the Arrangers, the Trustee, the Paying Agents, the Registrar and the Transfer Agents expressly do not undertake to review the financial condition or affairs of the Issuer or the Initial Guarantors during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. Investors should review, inter alia, the most recently published documents incorporated by reference into this Offering Circular when deciding whether or not to purchase any Notes. There are restrictions on the offer and sale of the Notes in the United Kingdom. All applicable provisions of the Financial Services and Markets Act 2000 (the FSMA) with respect to anything done by any person in relation to the Notes in, from or otherwise involving the United Kingdom must be complied with, see Subscription and Sale. This Offering Circular has not been, and will not be, lodged with the Australian Securities and Investments Commission and is not, and does not purport to be, a document containing disclosure to investors for the purposes of Part 6D.2 or Part 7.9 of the Corporations Act 2001 of the Commonwealth of Australia (the Corporations Act). It is not intended to be used in connection with -ii-

5 any offer for which such disclosure is required and does not contain all the information that would be required by those provisions if they applied. It is not to be provided to any retail client as defined in section 761G of the Corporations Act. None of the Issuer or the Initial Guarantors are licensed to provide financial product advice in respect of the Notes or the Guarantee. Cooling-off rights do not apply to the acquisition of the Notes. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Initial Guarantors, the Arrangers, the Dealers and the Trustee do not represent that this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, unless specifically indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuer, the Initial Guarantors, the Dealers, the Arrangers or the Trustee which is intended to permit a public offering of any Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom and Italy), Switzerland, Hong Kong, Japan, Singapore and Australia, see Subscription and Sale. Recipients of this Offering Circular shall not reissue, circulate or distribute this Offering Circular or any part hereof in any manner whatsoever. The Arrangers, the Dealers, the Trustee, the Paying Agents, the Registrar and the Transfer Agents have received, or will or may receive, fees from the Issuer in connection with their participation in the Programme or any issue of Notes under the Programme and may hold interests in the Notes for their own account. All references in this document to U.S. dollars and U.S.$ refer to the lawful currency of the United States of America, all references in this document to Australian dollars and A$ refer to the lawful currency of the Commonwealth of Australia and all references in this document to Singapore dollars and S$ refer to the lawful currency of Singapore. In addition, all references to Sterling and refer to pounds sterling and all references to euro and refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. All references in this document to the Group include each Guarantor and each of its Subsidiaries (as defined in the section entitled Terms and Conditions of the Notes ) and for the avoidance of doubt includes the Australian Pipeline Trust and the APT Investment Trust. FORWARD-LOOKING STATEMENTS Please refer to the section entitled Glossary for definitions of capitalised terms used but not otherwise defined in this Offering Circular. This Offering Circular contains forward-looking statements including, without limitation, words and expressions such as expect, believe, plan, intend, estimate, project, anticipate, may, will, would, could or similar words or statements, in particular, in the sections entitled Description of the Issuer and Description of APA in this Offering Circular in relation to future events, the Issuer, each Initial Guarantor, each of their Subsidiaries for the time being and the Australian Pipeline Trust and the APT Investment Trust, the Group s prospects, its expected financial condition, its business strategies, the future developments of the Group s operations and industry and the future development of the general domestic, regional and global economy. - iii -

6 These statements are based on assumptions regarding the Group s present and future business strategy and the environment in which it expects to operate in the future. These matters and the Group s future results could differ materially from those expressed or implied by these forward-looking statements and, although these forward-looking statements reflect its current view of future events, they are not a guarantee of future performance or other matters. In addition, the Group s future performance may be affected by various factors and risks including, without limitation, those discussed in the sections entitled Risk Factors and Description of the Issuer. Should one or more of these or other risks or uncertainties materialise, or should any underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Prospective investors should therefore not place undue reliance on any of these forward-looking statements. In this Offering Circular, statements of, or references to, intentions of the Issuer or the Initial Guarantors or those of any of the directors of any of them are made as at the date of this Offering Circular. Any such intentions may change in light of future developments. Each of the Issuer, the Initial Guarantors, the Arrangers and the Dealers expressly disclaim any obligation or undertaking to release, publicly or otherwise, any updates or revisions to any forward-looking statement contained herein to reflect any change in the Issuer s or any Initial Guarantor s or Subsidiary s expectations with regard thereto or any change in events, conditions, assumptions or circumstances on which any such statement was based or any change in the intentions of the Issuer, the Initial Guarantors or any of their respective Subsidiaries or directors. -iv-

7 TABLE OF CONTENTS CONTENTS SECTION PAGE DocumentsIncorporatedbyReference... 1 OverviewoftheProgramme... 2 RiskFactors FormoftheNotes ApplicableFinalTerms TermsandConditionsoftheNotes Use of Proceeds SummaryFinancialInformation UnauditedProFormaBalanceSheet DescriptionoftheIssuer OwnershipStructureandManagement The QCLNG Pipeline Acquisition DescriptionofAPA Industry/Regulatory Environment Glossary Taxation SubscriptionandSale GeneralInformation Annex Management s Discussion and Analysis of Financial Condition and Results of Operations... A-1 In connection with the issue or distribution of any Tranche of Notes (other than in circumstances where such action would reasonably be expected to affect the price of the Notes traded within Australia or on a financial market, as defined in the Corporations Act, operated within Australia), the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. -v-

8 DOCUMENTS INCORPORATED BY REFERENCE The following documents published or issued from time to time after the date hereof shall be deemed to be incorporated in, and to form part of, this Offering Circular: (a) (b) (c) (d) the audited consolidated annual financial statements of the Group for each of the last three financial years (as at the date hereof, for the financial years ended 30 June 2012, 30 June 2013 and 30 June 2014) (together with any audit or review reports prepared in connection therewith); the most recently published audited consolidated annual financial statements of the Group and, if published later, the most recently published unaudited consolidated interim financial statements of the Group (in each case, together with any audit or review reports prepared in connection therewith); and the unaudited consolidated financial statements of the Group for the six-month period ended 31 December 2014 (together with any audit or review reports prepared in connection therewith); and each supplement to or amendment of this Offering Circular issued by the Issuer from time to time. Any statement contained herein or in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Offering Circular to the extent that a statement contained in any such subsequent document which is deemed to be incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offering Circular. Any published unaudited interim financial statements of the Group which are, from time to time, deemed to be incorporated by reference in this Offering Circular will not have been audited by the auditors of the Group. Accordingly, there can be no assurance that, had an audit been conducted in respect of such financial statements, the information presented therein would not have been materially different, and investors should not place undue reliance upon them (see Risk Factors ). The Issuer will provide, without charge, to each person to whom a copy of this Offering Circular has been delivered in compliance with the terms hereof, upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer at its registered office as set out at the end of this Offering Circular. In addition, such documents will be available from the specified office in The Bank of New York Mellon, London Branch (the Principal Paying Agent) atone Canada Square, London E14 5AL, England. 1

9 OVERVIEW OF THE PROGRAMME The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The Issuer, the Guarantors and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions of the Notes, in which event, in the case of listed Notes only and if appropriate, a supplemental Offering Circular will be published. Words and expressions defined in Form of the Notes and Terms and Conditions of the Notes shall have the same meanings in this Overview. Issuer: APT Pipelines Limited (ABN ) Principal Guarantor: Other Guarantors: Australian Pipeline Limited (ABN ) in its capacity as trustee and responsible entity of Australian Pipeline Trust (ARSN ) Australian Pipeline Limited (ABN ) in its capacity as trustee and responsible entity of the APT Investment Trust (ARSN ) Trans Australia Pipeline Pty Ltd (ABN ) AGEX Pty Ltd (ABN ) APT Petroleum Pipelines Holdings Pty Limited (ABN ) APT Petroleum Pipelines Pty Limited (ABN ) APT Pipelines (NSW) Pty Limited (ABN ) APT Pipelines (NT) Pty Limited (ABN ) APT Pipelines (Qld) Pty Limited (ABN ) APT Pipelines (WA) Pty Limited (ABN ) APT Pipelines Investments (NSW) Pty Limited (ABN ) APT Pipelines Investments (WA) Pty Limited (ABN ) APT Management Services Pty Limited (ABN ) East Australian Pipeline Pty Limited (ABN ) Gasinvest Australia Pty Ltd (ABN ) N.T. Gas Easements Pty Limited (ABN ) Roverton Pty Ltd (ABN ) SCP Investments (No. 1) Pty Limited (ABN ) SCP Investments (No. 2) Pty Limited (ABN ) 2

10 SCP Investments (No. 3) Pty Limited (ABN ) Sopic Pty Ltd (ABN ) Southern Cross Pipelines (NPL) Australia Pty Limited (ABN ) Southern Cross Pipelines Australia Pty Limited (ABN ) APT Goldfields Pty Ltd (ABN ) APT Parmelia Pty Ltd both in its own right and in its capacity as trustee of the APT Parmelia Trust (a Cayman Islands trust) (ACN ) Western Australian Gas Transmission Company 1 Pty Ltd (ACN ) APT Parmelia Holdings Pty Ltd (ACN ) APT AM (Stratus) Pty Limited (ACN ) APT AM Employment Pty Ltd (ACN ) APT AM Holdings Pty Limited (ACN ) APT Facility Management Pty Limited (ACN ) APT O&M Holdings Pty Ltd (ACN ) APT O&M Services (Qld) Pty Ltd (ABN ) APT O&M Services Pty Ltd (ACN ) APT Pipelines (SA) Pty Limited (ACN ) APA Operations Pty Limited (ABN ) APA Operations (EII) Pty Limited (ABN ) APT (MIT) Services Pty Limited (ABN ) Central Ranges Pipeline Pty Limited (ABN ) APA Country Pipelines Pty Limited (ACN ) APA GasNet Australia (Operations) Pty Ltd (ABN ) APA GasNet Australia Pty Limited (ABN ) APA GasNet Australia Pty Limited as trustee of the GasNet Australia Trust (ABN ) APA GasNet Australia Pty Limited as trustee of the GasNet Australia Investments Trust (ABN ) 3

11 APA GasNet Australia (NSW) Pty Ltd (ABN ) APA GasNet A Pty Ltd in its own right and as trustee of GasNet A Trust (ABN ) APA GasNet B Pty Ltd in its own right and as trustee of GasNet B Trust (ACN ) APA GasNet Australia (Holdings) Pty Ltd (ABN ) APA (NBH) Pty Limited (ABN ) APA Facilities Management Pty Limited (ACN ) APA Pipelines Investments (BWP) Pty Limited (ABN ) APA (BWF Holdco) Pty Ltd (ABN ) APA (EDWF Holdco) Pty Ltd (ABN ) APA Power Holdings Pty Limited (ABN ) (together with the Principal Guarantor, the Initial Guarantors); and APA DPS Holdings Pty Ltd (ACN ) APA Power PF Pty Ltd (ACN ) EDWF Holdings 1 Pty Ltd (ACN ) EDWF Holdings 2 Pty Ltd (ACN ) EDWF Manager Pty Ltd (ACN ) Wind Portfolio Pty Ltd (ACN ) Griffin Windfarm 2 Pty Ltd (ACN ) N.T. Gas Distribution Pty Ltd (ACN ) APA AM (Allgas) Pty Limited (ACN ) APA (Sub No 3) International Nominees Pty Ltd (ACN ) APA (Sub No 3) International Holdings 1 Pty Ltd (ABN ) APA (Sub No 3) International Holdings 2 Pty Ltd (ABN ) APA EE Holdings Pty Limited (ABN ) APA East Pipelines Pty Limited in its own right and in its capacity as trustee of the Epic Energy East Pipelines Trust (ABN ) APA AIS Pty Limited (ABN ) 4

12 APA AIS 1 Pty Limited (ABN ) APA AIS 2 Pty Ltd (ABN ) APA Biobond Pty Limited (ABN ) APA EE Pty Limited (ABN ) APA (WA) One Pty Limited (ABN ) APA (Pilbara Pipeline) Pty Ltd (ABN ) APA EE Corporate Shared Services Pty Limited (ABN ) APA East One Pty Limited (ABN ) APA (NT) Pty Limited (ABN ) APA EE Australia Pty Limited (ABN ) APA (SWQP) Pty Limited (ABN ) Australian Pipeline Limited in its capacity as trustee and responsible entity of APA Sub Trust No 1 (ACN ) Australian Pipeline Limited in its capacity as trustee and responsible entity of APA Sub Trust No 2 (ACN ) Australian Pipeline Limited in its capacity as trustee and responsible entity of APA Sub Trust No 3 (ACN ) (together with any Subsidiary (as defined in Condition 11) of the Principal Guarantor which is appointed from time to time, as an additional or replacement Guarantor in accordance with the terms of the Trust Deed (as defined below) and the Terms and Conditions of the Notes (an Additional Guarantor), but excluding any such Initial Guarantor or additional or replacement Guarantor which has been released from the Guarantee, the Guarantors and each a Guarantor). APA intends to add two subsidiaries related to the bidding process for the QCLNG Pipeline, APA HoldCo Pty Limited (ABN ) and APA Bidco Pty Limited (ABN ), to the Trust Deed as Additional Guarantors on or prior to settlement of any Notes issued under the Programme to fund the QCLNG Pipeline Acquisition or shortly thereafter. See Guarantee and Guarantors below. Description: Arrangers: Medium Term Note Programme BNP Paribas The Royal Bank of Scotland plc Dealers: BNP Paribas The Royal Bank of Scotland plc The Issuer may from time to time terminate the appointment of any Dealer under the Programme or appoint additional dealers either in 5

13 respect of one or more Tranches or in respect of the whole Programme. References in this Offering Circular to Dealers are to the persons listed above as Dealers and to such additional persons that are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated) and all persons appointed as a dealer in respect of one or more Tranches. Certain Restrictions: Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see Subscription and Sale ) including the following restrictions applicable at the date of this Offering Circular. Notes having a maturity of less than one year Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the FSMA unless they are issued to a limited class of professional investors and have a denomination of at least 100,000 or its equivalent (see Subscription and Sale ). Trustee: Registrar: Principal Paying Agent: The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon The Issuer may from time to time appoint additional or successor agents as paying agents in accordance with the Agency Agreement (such paying agents, together with the Principal Paying Agents, the Paying Agents). Programme Size: Method of Issue: Distribution: Currencies: Up to U.S.$5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuer and the Guarantors may increase the limit of the Programme in accordance with the terms of the Programme Agreement. The Programme Agreement provides for the U.S.$ equivalent of any Note denominated in another currency to be determined on or around the date agreement is reached to issue those Notes. The Notes will be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each, a Series) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each, a Tranche) on the same or different issue dates. The specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in the applicable Final Terms. Notes may be distributed on a syndicated or non-syndicated basis. Notes may be denominated in euro, Sterling, U.S. dollars, Singapore dollars, Australian dollars and, subject to any applicable legal or regulatory restrictions, any other currency agreed between the Issuer and the relevant Dealer and specified in the applicable Final Terms. 6

14 Redenomination: Maturities: Issue Price: Form of Notes: Fixed Rate Notes: Floating Rate Notes: The applicable Final Terms may provide that certain Notes may be redenominated in euro. The relevant provisions applicable to any such redenomination are contained in Condition 5. The Notes will have such maturities as may be agreed between the Issuer and the relevant Dealer and specified in the applicable Final Terms, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency. Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. The Notes will be issued in bearer form or registered form as described in Form of the Notes. Registered Notes will not be exchangeable for Bearer Notes and Bearer Notes will not be exchangeable for Registered Notes. Fixed Rate Notes will bear interest at a fixed rate per annum at the rate specified in the applicable Final Terms. Fixed interest will be payable on such date or dates as may be agreed between the Issuer and the relevant Dealer (as indicated in the applicable Final Terms) and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer (as indicated in the applicable Final Terms). Floating Rate Notes will bear interest at a rate determined separately for each Series as follows: (a) (b) (c) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or on such other basis as may be agreed between the Issuer and the relevant Dealer. The applicable method and the margin (if any) relating to such floating rate as may be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes will be specified in the applicable Final Terms. Index Linked Notes: Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as may be agreed by the Issuer and the relevant Dealer and specified in the applicable Final Terms. 7

15 Other provisions in relation to Floating Rate Notes and Index Linked Interest Notes: Dual Currency Notes: Zero Coupon Notes: Redemption: Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both. Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period, as agreed prior to issue by the Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the Issuer and the relevant Dealer and specified in the applicable Final Terms. Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as may be agreed by the Issuer and the relevant Dealer and specified in the applicable Final Terms. Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest other than in the case of late payment (as specified in the applicable Final Terms). The applicable Final Terms will specify either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving notice to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are specified in the applicable Final Terms. Denomination of Notes: Taxation: The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer and specified in the applicable Final Terms, save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency (see Certain Restrictions Notes having a maturity of less than one year above) and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) (the Prospectus Directive which includes any relevant implementing measure in each relevant Member State of the European Economic Area) will be 100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Tax Jurisdiction as provided in Condition 9 except as required by law where such withholding or deduction is required in respect of taxes. In the event that any such deduction is made, the Issuer or, as the case may be, the Guarantors will, save in certain limited circumstances provided in Condition 9, be required to pay additional amounts to cover the amounts so deducted. 8

16 Negative Pledge: Cross Acceleration: Status of the Notes: Guarantee: The terms of the Notes will contain a negative pledge provision as further described in Condition 4. The terms of the Notes will contain a cross acceleration provision as further described in Condition 11. The Notes will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) at least equally with all other unsecured obligations of the Issuer from time to time outstanding. The payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer pursuant to the Trust Deed will be unconditionally and irrevocably guaranteed on a joint and several basis by the Guarantors. The obligations of each Guarantor under the Guarantee will be direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of such Guarantor and will rank (save for certain obligations required to be preferred by law) at least equally with all other unsubordinated and unsecured obligations of such Guarantor from time to time outstanding. The obligations of the Principal Guarantor (and of certain other Guarantors), have been or will be incurred solely in their capacity as trustee of a trust. In such circumstances, the liability of such Guarantor under the Guarantee is limited to the extent of the Guarantor s indemnification out of the assets of the trust in respect of that liability subject to certain exceptions as specified in Condition 3.5. Guarantors which provided their guarantee in their capacity as trustee of a trust will be entitled to have access to the asset of that trust to satisfy that liability only to the extent such Guarantors have a right of indemnity out of the trust assets. See Risk Factors Ranking of claims. Guarantors: The Issuer must ensure that any Subsidiary of the Principal Guarantor that is a guarantor in respect of (or is otherwise a co-obligor or jointly liable with respect to) any Financial Indebtedness (as defined in Condition 11) of any Obligor (as defined in Condition 11) under any bank facility or debt instrument issued in the Australian domestic or international capital markets where the principal amount of such facility or debt instrument, when aggregated with all other facilities or debt instruments in respect of which such Subsidiary is a guarantor, exceeds A$50,000,000, is or becomes a Guarantor. Such Subsidiary will be required to execute a Guarantor Accession Deed (as defined in the Trust Deed) by which it becomes a Guarantor under the Trust Deed, Agency Agreement and Programme Agreement (as defined below) (the Programme Documents) and undertakes for the benefit of each party to the Programme Documents to perform and comply with all the duties of a Guarantor under the Programme Documents. The Issuer may at any time by notice to the Trustee, the Principal Paying Agent and the Noteholders procure the release from the Guarantee of any Guarantor that is (i) no longer a Subsidiary of the Principal Guarantor, or (ii) is not required to be a Guarantor in order to comply with Condition 3.3. If any Subsidiary of the Principal Guarantor that is a Guarantor 9