8 May 2014

Alternative indicative, non-binding, conditional off-market takeover proposal to acquire Envestra

Envestra today announces that, after market close on 7 May 2014, it received an indicative non-binding and conditional off-market takeover proposal to acquire all of Envestra's shares for cash consideration of $1.32 per Envestra share, from a consortium comprising Cheung Kong (Holdings) Limited, Cheung Kong Infrastructure Holdings Limited and Power Assets Holdings Limited (together the Consortium), each of which is a member of the Cheung Kong Group (the Consortium Proposal).

Cheung Kong Infrastructure Holdings (Malaysian) Ltd currently holds 17.46% of
Envestra's shares.
The Consortium Proposal is conditional on:

The Consortium being satisfied with the results of a due diligence process.

Confirmation of certain assumptions concerning Envestra's operations and

financial position.

The approval of the Board of Directors of each Consortium member.

The Consortium entering into a bid implementation agreement with Envestra.

Any takeover offer made pursuant to the Consortium Proposal would be subject to the following conditions:

Foreign Investment Review Board approval.

Binding confirmation from the required number of Envestra's financiers that those financiers will not declare any Envestra change of control resulting from the takeover offer to be "unacceptable" for the purposes of Envestra's Intercreditor Deed Poll.

Minimum acceptance: the Consortium and its associates having relevant interests in more than 50% (by number) of Envestra's shares.1

No prescribed occurrences (as specified in sections 652C(1) and (2) of the

Corporations Act).
The Consortium has informed Envestra that each Consortium member has sufficient financial resources to fund its proportion of an offer. The Consortium has also informed Envestra that it does not expect Australian Competition and Consumer Commission approval to be a condition to an offer.

1 For the avoidance of doubt, "relevant interests" will include CKI's current 17.46% interest in Envestra.

Envestra is reconstituting its Independent Board Committee, which would exclude the APA and CKI nominated directors, to consider both the Consortium Proposal and the APA Group scheme of arrangement.
Envestra will apply to the Federal Court for an adjournment of the scheme meeting previously scheduled for 13 May 2014. A further announcement on the adjournment will be made following the Court hearing, which is expected to be held on Friday, 9
May 2014.
At this time, Envestra shareholders do not need to take any action in relation to the
Consortium Proposal. Envestra will continue to update shareholders as appropriate.
Goldman Sachs is acting as financial adviser and Johnson Winter & Slattery is acting as legal adviser to Envestra.
For further information, please contact: Des Petherick
Company Secretary
Telephone: 08 8418 1114

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