notice of filing - maurice blackburn€¦ · notice of filing . this document was lodged...

NOTICE OF FILING

This document was lodged electronically in the FEDERAL COURT OF AUSTRALIA (FCA) on

20/04/2016 6:45:21 PM AEST and has been accepted for filing under the Court’s Rules. Details of

filing follow and important additional information about these are set out below.

Details of Filing

Document Lodged: Defence - Form 33 - Rule 16.32

File Number: NSD757/2012

File Title: Stephen Hopkins & Anor named in the Schedule as Trustees for the Hopkins

Superannuation Fund v AECOM Australia Pty Ltd ACN 093 846 925

(formerly known as Maunsell Australia Pty Ltd)

Registry: NEW SOUTH WALES REGISTRY - FEDERAL COURT OF

AUSTRALIA

Dated: 21/04/2016 3:10:57 PM AEST Registrar

Important Information

As required by the Court’s Rules, this Notice has been inserted as the first page of the document which

has been accepted for electronic filing. It is now taken to be part of that document for the purposes of

the proceeding in the Court and contains important information for all parties to that proceeding. It

must be included in the document served on each of those parties.

The date and time of lodgment also shown above are the date and time that the document was received

by the Court. Under the Court’s Rules the date of filing of the document is the day it was lodged (if

that is a business day for the Registry which accepts it and the document was received by 4.30 pm local

time at that Registry) or otherwise the next working day for that Registry.

Filed on behalf of AECOM Australia Pty Ltd, First Respondent

Prepared by

Dr Andrew Bell SC, Elliot Hyde of Counsel and Dr Ruth Higgins of Counsel and Mark Desmond Chapple and Jayme-Lyn Hendriks of Baker & McKenzie

Law firm Baker & McKenzie

Tel +61 2 8922 5277 Fax +61 2 9225 1595

Email [email protected]

Address for service

Level 27, A.M.P. Centre, 50 Bridge Street, Sydney NSW 2000

. 2703718-v2\SYDDMS2703718-v2\SYDDMS2703718-v1\SYDDMS2650902-v1\SYDDMS2650173-v2\SYDDMS2650173-

v1\SYDDMS2506686-v1\SYDDMS

Form 33

Rule 16.32

Amended Defence to the Second Further Amended Statement of Claim

(Third Fourth Further Amended Defence)

Filed pursuant to the orders made by his Honour Justice Nicholas on [insert date]11

March 20169 July 2014

No. 757 of 2012

Federal Court of Australia

District Registry: New South Wales

Division: General

Stephen Hopkins and another as Trustees for The Hopkins Superannuation Fund

Applicants

AECOM Australia Pty Ltd (ACN 093 846 925) (formerly known as Maunsell Australia Pty

Ltd)

First Respondent

RiverCity Motorway Management Limited (Administrators appointedIn liquidation) (ACN

117 343 361)

Second Respondent

RiverCity Motorway Services Pty Ltd (Administrators appointedIn liquidation) (Receivers

and Managers appointed) (ACN 117 139 992)

Third Respondent

Part A. Contents, definitions and document identification numbers

Contents

PART A. CONTENTS, DEFINITIONS AND DOCUMENT IDENTIFICATION NUMBERS .............................................. 1

Contents .................................................................................................................................................................................... 1

Definitions ................................................................................................................................................................................. 6


2

Document identification numbers ........................................................................................................................................... 6

PART B. NORTH-SOUTH BYPASS TUNNEL ............................................................................................................... 7

Dramatis personae ................................................................................................................................................................... 7

Leighton ................................................................................................................................................................................. 7

ABN AMRO ...................................................................................................................................................................... 1415

Baulderstone ........................................................................................................................................................................ 15

Bilfinger ................................................................................................................................................................................ 16

Sponsor Clients.................................................................................................................................................................... 17

RCM SPVs ....................................................................................................................................................................... 1819

AECOM Australia ................................................................................................................................................................. 19

NIEIR ............................................................................................................................................................................... 2223

Keith Long........................................................................................................................................................................ 2425

PB ........................................................................................................................................................................................ 25

HTS ..................................................................................................................................................................................... 26

Beca .................................................................................................................................................................................... 27

Mallesons......................................................................................................................................................................... 2728

Peter Hicks ...................................................................................................................................................................... 2829

Robert Morris ................................................................................................................................................................... 3435

Charles Mott ........................................................................................................................................................................ 39

Malcolm Coleman ................................................................................................................................................................ 43

Duncan Olde .................................................................................................................................................................... 4647

AECOM Australia's NSBT Work ............................................................................................................................................. 49

RCM Project Team AECOM Australia actions ....................................................................................................................... 50

Hicks' AECOM Australia Actions .......................................................................................................................................... 50

Morris' AECOM Australia Actions ..................................................................................................................................... 5657

Mott's AECOM Australia Actions .......................................................................................................................................... 60

Coleman's AECOM Australia Actions ............................................................................................................................... 6263

Olde's AECOM Australia Actions.......................................................................................................................................... 64

NIEIR's Work, NIEIR's Additional Statements, AECOM Australia's reliance and Hicks' NIEIR Actions ........................ 6768

NIEIR's Work ................................................................................................................................................................... 6768

NIEIR's delivery of NIEIR's Growth Forecasts and NIEIR's Additional Statements ............................................................... 70

AECOM Australia's reliance upon NIEIR .............................................................................................................................. 73

Hicks' NIEIR Actions ............................................................................................................................................................ 74

Additional traffic forecasters' work, conclusions and related RCM Project Team actions ............................................ 7576

Keith Long's Work and Keith Long's Conclusions ............................................................................................................. 7576

Hicks' Keith Long Actions ..................................................................................................................................................... 81

Morris' Keith Long Actions .................................................................................................................................................... 83

PB's Work and PB's Conclusions ..................................................................................................................................... 8586

Hicks' PB Actions ............................................................................................................................................................. 8990

Morris' PB Actions ................................................................................................................................................................ 91

HTS' Work and HTS' Conclusions ........................................................................................................................................ 92

Hicks' HTS Actions ............................................................................................................................................................... 99

Beca's Work, Beca's NSBT Capacity Findings and Hicks' Beca Actions .................................................................... 100101

Beca's Work ................................................................................................................................................................. 100101

Beca's NSBT Capacity Findings ................................................................................................................................... 101102

Hicks' Beca Actions ............................................................................................................................................................ 102


3

Hicks' Financier and Investors Actions ............................................................................................................................... 103

Registration of Non-Tolling RCM Proceedings Applicants as RCM SPVs by Sponsor Clients ....................................... 108

'Shadow' directors and officers of Non-Tolling RCM Proceedings Applicants ................................................................ 108

NSBT Traffic Forecast Facts ................................................................................................................................................ 113

Peter Hicks' knowledge of NSBT Traffic Forecast Facts ..................................................................................................... 113

Robert Morris' knowledge of NSBT Traffic Forecast Facts ................................................................................................. 124

Charles Mott's knowledge of NSBT Traffic Forecast Facts ................................................................................................. 125

Malcolm Coleman's knowledge of NSBT Traffic Forecast Facts ......................................................................................... 126

NSBT Project Bid .................................................................................................................................................................. 134

Revised NSBT Project Bid ................................................................................................................................................... 134

Award of NSBT Concession................................................................................................................................................. 134

NSBT Project Funding .......................................................................................................................................................... 134

PDS Disclosure Obligation ............................................................................................................................................ 134135

Mallesons' RCM IPO Actions ............................................................................................................................................... 135

RCM IPO DDC ....................................................................................................................................................................... 137

RCM IPO TDDSC ................................................................................................................................................................... 138

RCM Documents ................................................................................................................................................................... 140

Instruction to prepare Summary Letter summarising Base Case ............................................................................... 142143

RCM PDS Action ................................................................................................................................................................... 149

Hicks' First PDS Confirmation ....................................................................................................................................... 149150

Hicks' Second PDS Confirmation .................................................................................................................................. 150151

Beca's PDS Summary Report .............................................................................................................................................. 151

Summary Letter and RCM Trusts Indemnity ....................................................................................................................... 151

Mallesons' Traffic Forecast Facts ........................................................................................................................................ 152

Hicks' Third PDS Confirmation ............................................................................................................................................ 153

PDS issue .............................................................................................................................................................................. 153

NSBT opening ....................................................................................................................................................................... 154

PART C. DEFENCE................................................................................................................................................... 155

Preliminary ............................................................................................................................................................................ 155

RiverCity Motorway Group ................................................................................................................................................... 155


4

NSBT ..................................................................................................................................................................................... 155

PDS ........................................................................................................................................................................................ 156

Alleged issue of RCM Stapled Units to Applicants ............................................................................................................ 158

AECOM Australia's Earlier EIS Forecasts ........................................................................................................................... 158

The allegation that the Consented Material contained misleading or deceptive statements .......................................... 158

Forecasts ........................................................................................................................................................................... 158

Actual traffic ....................................................................................................................................................................... 166

Alleged misleading or deceptive Forecasts ........................................................................................................................ 166

Alleged further misleading or deceptive statements in Consented Material ........................................................................ 168

Alleged omissions from the Consented Material ................................................................................................................. 172

Alleged Contraventions by AECOM Australia .............................................................................................................. 195189

Alleged contraventions by RCMML and RCM Services ............................................................................................... 196191

Alleged negligence by AECOM Australia ...................................................................................................................... 197191

PART D. AECOM AUSTRALIA'S APPORTIONMENT DEFENCES .................................................................... 201195

Introduction .................................................................................................................................................................... 201195

AECOM Australia's Apportionment Defence - NIEIR .................................................................................................... 203197

Applicants' NIEIR Allegations ....................................................................................................................................... 203197

NIEIR's Brisbane Forecast Duties of Care .................................................................................................................... 204198

NIEIR's Brisbane Forecast Representations................................................................................................................. 207201

NIEIR's Brisbane Forecast Negligence and NIEIR's Brisbane Forecast Misrepresentations ......................................... 209202

AECOM Australia's Apportionment Defence - Peter Hicks .......................................................................................... 211205

Hicks' PDS Duties of Care ........................................................................................................................................... 211205

Hicks' PDS Representations ........................................................................................................................................ 214207

Hicks' PDS involvement, Hicks' PDS Breaches of Duty and Hicks' PDS Misrepresentations ........................................ 214208

AECOM Australia's Apportionment Defence - Sponsor Clients .................................................................................. 218212

Sponsor Clients' PDS Duties of Care ........................................................................................................................... 218212

Sponsor Clients' PDS Representations ........................................................................................................................ 224217

Vicarious Liability ......................................................................................................................................................... 225218

Sponsor Clients' PDS involvement, Sponsor Clients' PDS Breaches of Duty and Sponsor Clients' PDS Misrepresentations

.................................................................................................................................................................................... 227220

AECOM Australia's Apportionment Defence - RCM Services and RCMML ................................................................. 231223

The RCM Respondent Companies ............................................................................................................................... 231223

RCM Respondent Companies Duties of Care .............................................................................................................. 231223

AECOM Australia's Apportionment Defence - Beca ..................................................................................................... 239230

Applicants' Beca Allegations ........................................................................................................................................ 239230

Beca's PDS involvement .............................................................................................................................................. 240231

Beca's PDS Duties of Care .......................................................................................................................................... 240231

Beca's PDS Representations ....................................................................................................................................... 241232

Beca's PDS involvement and Beca's PDS Negligence ................................................................................................. 242233


5

AECOM Australia's Apportionment Defence - Mallesons ............................................................................................ 244235

Applicants' Mallesons Allegations................................................................................................................................. 244235

Mallesons' PDS involvement ........................................................................................................................................ 245236

Mallesons' PDS Duties of Care .................................................................................................................................... 245237

Mallesons' PDS Representations ................................................................................................................................. 247238

Mallesons' PDS involvement and Mallesons' PDS Negligence ..................................................................................... 248239


6

Definitions

A. In this Amended Defence to the Second Further Amended Statement of Claim (Third

Fourth Further Amended Defence) (T4FAD) terms are as defined in the allegations made

below or, otherwise, have the meanings defined in the Second Further Amended

Statement of Claim (SFASOC).

B. The First Respondent, AECOM Australia Pty Limited (AECOM Australia), does not make

any admissions by the use of a defined term in this TFAD4FAD, including where the

defined term is the same as, or similar to, a defined term used in the SFASOC.

Document identification numbers

C. Document identification numbers are used in this TFAD4FAD for convenience only. They

do not form part of this response by AECOM Australia to the SFASOC and are not

admissions by AECOM Australia that the identified version of the document is either the

only version of that document or the only version which may be relied upon at any trial.

Part B. North-South Bypass Tunnel

7


Dramatis personae

Leighton

1. Leighton Contractors Pty Ltd (Leighton):

(a) is, and was at all material times, an Australian proprietary company, limited by

shares, registered in New South Wales on 28 April 1971, formerly known as

Leighton Construction Pty Limited and is able to be sued;

(b) [there is no sub-paragraph (b)];

(c) [there is no sub-paragraph (c)];

(d) prior to all material times, and by no later than April 2005:

(i) had been involved in the design and construction of, or construction works

in relation to, at least the Inner City Bypass and the Pacific Motorway,

both located in Brisbane, Queensland; and

(ii) had prepared and made bids, either in its own right or as part of a

consortium and either directly or through special purpose vehicles, in

respect of at least the Eastern Distributor (ED), the Sydney Harbour

Tunnel (SHT), the Western Orbital Motorway (M7), the Lane Cove Tunnel

(LCT), the Mitcham Frankston Motorway (MFM) and the Cross City

Tunnel (CCT) and was the successful bidder, either in its own right or as

part of a consortium and either directly or through special purpose

vehicles, in respect of, at least the M7 (the Prior Leighton Toll Road

Projects); and

(e) in the course of at least the Prior Leighton Toll Road Projects, had developed, by

no later than April 2005, and at all material times had, specialist skills and

expertise in, and knowledge and an understanding of, all, or all material, aspects

of the development of major toll road infrastructure projects, the commissioning,

co-ordinating and providing of instructions in respect of, and input into or in

connection with the preparation of traffic forecasts, reporting on those forecasts,

the preparation of financial models, the submission of bids in competitive tenders

and the raising of debt and equity to fund those projects (that expertise,

knowledge and understanding is hereinafter referred to as Toll Road Expertise);

and

(f) further to sub-paragraph (e) above, in the course of at least the Prior Leighton

Toll Road Projects, had developed, by no later than April 2005, and at all material

times had, as a "core competency", expertise in, and knowledge and an

understanding of, toll road patronage risk and the following facts, matters,

assumptions, inputs, factors, judgements, issues, risks and uncertainties involved

in traffic forecasting, and, or in the alternative, in reporting on traffic forecasts:

(i) the different scenarios and bases upon which, and the different purposes

for which, traffic forecasts can be commissioned and prepared;

(ii) further to sub-paragraph (i) above, that different traffic forecasts in respect

of the same project could, and would, or likely would, be commissioned

and, or in the alternative, prepared, depending upon whether the forecast

was to be made on the basis of, or for:


8

(A) a worst case scenario;

(B) a realistic scenario;

(C) an optimistic scenario;

(D) governments;

(E) project sponsors, including project sponsors with other relevant

roles or financial or other interests in a successful bid and, or in

the alternative, project (such as principal construction contractor,

debt arranger and, or in the alternative, equity underwriter);

(F) lenders;

(G) institutional or wholesale equity investors;

(H) retail equity investors; or

(I) in order to win a tender;

(iii) that traffic volumes may not grow at the rate and, or in the alternative, the

times projected;

(iv) that traffic forecasters cannot guarantee that all, or necessarily any,

estimates and assumptions upon which traffic forecasts are based will, in

fact, be correct or accurate or that projected future traffic volumes or other

project outcomes will be achieved;

(v) that traffic forecasting and traffic forecasts are subject to obvious risks,

inherent risks and intrinsic uncertainties, especially in respect of what is,

or is believed to be, a large and rapidly growing city;

(vi) that traffic volumes on a future road network of a large and rapidly

growing city depend upon many factors;

(vii) further to sub-paragraph (vi) above, that traffic volumes on a future road

network of a large and rapidly growing city depend upon future population

and employment demographics, traffic and congestion levels on the road

network and future changes to the city and its road network;

(viii) that the types of, and basis for, the forecasts commissioned, the

purpose(s) for which the forecasts were to be used, and the instructions

given in relation to, and the time and budget allowed for, the commission,

are all material to the content of traffic forecasts;

(ix) that traffic forecasting:

(A) necessarily relies upon a complex set of data inputs and

assumptions;

(B) is otherwise complex; and

(C) is not a precise science;

(x) the choices and judgements to be made in traffic forecasting as to data

inputs and assumptions or, in the alternative, material data inputs and

assumptions;


9

(xi) that each of the following are steps, assumptions and other inputs in the

traffic modelling process and methodology from and by which traffic

forecasts are usually derived:

(A) traffic count and journey time surveys;

(B) stated and revealed preference or other consumer surveys;

(C) estimates of road trips taken;

(D) assumptions as to trip purposes;

(E) estimates and assumptions pertaining to economic conditions,

population growth, employment, land use and regional economic

development;

(F) estimates and forecasts of trip origins and trip destinations and

their distributions;

(G) data assessment;

(H) assumptions as to the perceived benefits and drawbacks of

different routes and driver response to tolls under different travel

time scenarios and different traffic and travel cost conditions;

(I) assumptions as to network speeds and capacity;

(J) toll model development;

(K) trip assignment;

(L) model calibration and validation;

(M) daily expansion factors used to estimate annual average weekday

traffic (AAWT) by reference to actual or estimated average traffic

volumes for specific period(s) within that day (Expansion

Factors);

(N) “weekday to year” annualisation factors used to estimate annual

average daily traffic by reference to actual or estimated AAWT

(Annualisation Factors);

(O) base and future year estimates of traffic and travel time; and

(P) assumptions in relation to government and council plans for

roadwork development;

(xii) that current population, population growth or decline, employment, land

use, the nature and locations of population and employment opportunities

and other sources or attractors of traffic, economic development and trip

generation assumptions and forecasts are, or usually are, relevant to, and

can have a significant effect upon, growth estimates and forecast future

traffic volumes;

(xiii) that actual future traffic volumes would, or could, be affected, both directly

and indirectly, by numerous factors, many of which were external and

unable to be controlled or predicted by either the traffic forecaster or the

traffic forecaster's client(s) when providing instructions, assumptions and,

or in the alternative, inputs to the traffic forecasting process;


10

(xiv) that the following factors could affect actual future traffic volumes, both

directly and indirectly:

(A) economic developments;

(B) demographic and economic conditions, inflation, movements in

the consumer price index, population growth, interest rates and

taxation;

(C) the pace, nature and locations of population, employment or

economic growth (or decline) in relevant area(s);

(D) industrial and residential shifts in the area(s) that the proposed

road would, or might, service;

(E) general traffic levels in the relevant area(s) and on routes to and

from the proposed road;

(F) future network changes;

(G) any failure to make anticipated or assumed network changes;

(H) the planned and possible future capacity of the proposed road and

the relevant surrounding network;

(I) the occurrence and timing of other relevant or potentially relevant

road projects;

(J) problems which might be experienced in integrating the new

road(s) into the road network;

(K) the fact, or possibility, of additional and, or in the alternative,

unexpected roadway alternatives;

(L) the quality and proximity of alternative roads and other transport

infrastructure;

(M) changing travel patterns and habits;

(N) toll rates (if applicable);

(O) the penetration of e-tolls into the marketplace (if applicable);

(P) drivers' willingness to pay tolls (if applicable);

(Q) whether the benefits offered by the proposed road (including travel

time savings) were considered by drivers to be worth any toll

payment;

(R) the correlation between speed of travel and traffic volumes at

relevant points in time;

(S) traffic levels and congestion in the relevant areas and on routes to

and from the new road;

(T) the capacity of the new road and its feeder and competing roads;

and, or in the alternative,

(U) traffic demand variability at different times of the day, week and

year;


11

(xv) the choices and judgements that typically must be made as to the matters

set out in sub-paragraph (xiv) above;

(xvi) that unanticipated, materially lower consumer confidence and, or in the

alternative, disposable incomes and, or in the alternative, a sudden,

sharp, material and enduring decline in consumer spending would, or

could, have a material and compounding, adverse effect on actual traffic

compared to forecast traffic;

(xvii) that an unanticipated recession or material local, national or global

economic downturn(s) or crises would, or could, have a material and

compounding adverse effect on actual traffic compared with forecast

traffic;

(xviii) that an abnormal level of growth and, or in the alternative, abnormal

volatility in fuel prices would, or may, have an adverse effect on actual

traffic compared to forecast traffic;

(xix) that the proximity and quality of alternative roads and competing transport

infrastructure was relevant to, and would impact upon, actual traffic

volumes;

(xx) that existing and future government plans and policies would, or may,

have an adverse effect on actual traffic compared to forecast traffic;

(xxi) that materially increased public transport usage (in absolute terms and, or

in the alternative, relative to private vehicle usage), would have a material

and compounding adverse effect on actual traffic compared to forecast

traffic;

(xxii) that material and, or in the alternative, significant adverse changes in

network configuration compared to forecast network configuration would

have a material and compounding adverse effect on actual traffic


(xxiii) that a strong and widespread reluctance, or material decline, in driver

willingness to pay tolls would have a material adverse effect on actual


(xxiv) that unanticipated material declines in driver capacity to pay tolls would, or

may, have a material adverse effect on actual traffic compared to forecast

traffic;

(xxv) that unanticipated lower network congestion would have an adverse and

compounding effect on actual traffic compared to forecast traffic;

(xxvi) that anticipated or possible rate of future improvements in vehicle

technology were material factors relevant to the assessment of road

capacity;

(xxvii) the choices and judgements to be made as to possible rates of future

improvements in vehicle technology insofar as relevant to capacity;

(xxviii) the relevance of reliable historical traffic data and the common

applications and limitations of that data;

(xxix) the choices and judgements to be made as to what new or additional

traffic surveys or traffic counts (if any) could, or should, be undertaken;


12

(xxx) the available choices as between, and the advantages and disadvantages

of, forecasting traffic by reference to traffic volumes in a weekday morning

peak hour period (AM Peak) or, instead, by reference to weekday all-hour

or other multi-periods and the judgements to be made in relation thereto;

(xxxi) the uncertainties, risks and, or in the alternative, consequences of

choosing to base traffic forecasts upon AM Peak traffic volumes, rather

than all-hour or other multi-period traffic volumes;

(xxxii) the resultant need to use Expansion Factors to forecast future AAWT;

(xxxiii) the choices and judgements to be made as to the use, and impact of, and

the uncertainties and risks involved in using, Expansion Factors;

(xxxiv) why and how Expansion Factors are chosen and used;

(xxxv) the choices and judgements to be made as to the use, and impact of, and

the uncertainties and risks involved in using, Annualisation Factors;

(xxxvi) why and how Annualisation Factors are chosen and used;

(xxxvii) the inherent limitations in using data regarding other roads as a point of

comparison and guidance for forecasting future traffic volumes;

(xxxviii) the choices and judgements to be made, the uncertainties involved in, and

the inherent limitations of, trip generation estimation;

(xxxix) the choices and judgements to be made in respect of, the uncertainties

involved in, and the inherent limitations of, assumptions inputs regarding

trip purpose;

(xl) the choices and judgements to be made in respect of, the uncertainties

involved in, and the inherent limitations of, toll choice and route

predictions;

(xli) the relevance, correlation and impact of network congestion, speed of

travel, travel time savings, traffic volumes and driver willingness to pay

any tolls to, and upon, forecast traffic volumes;

(xlii) the relevance and impact of perceived and actual driver willingness to

pay, and perceived and actual driver understanding and perception of the

cost and value, of tolls;

(xliii) the impact of any inherent or other features of a toll road on the perceived

and actual driver willingness to pay, and perceived and actual driver

understanding and perception of the cost and value, of tolls, both as an

absolute and compared to alternative roads;

(xliv) the choices and judgements to be made regarding the matters set out in

sub-paragraphs (xlii) and (xliii) above and the assumptions and inputs

used as a consequence thereof;

(xlv) the choices and judgements to be made in respect of, the uncertainties

involved in, and the inherent limitations of, using behavioural surveys to

understand driver preferences in relation to proposed roads and

alternative routes;

(xlvi) the choices and judgements to be made in respect of issues relating to

actual, perceived, negative and other travel time savings;


13

(xlvii) that uncertainties and risks inevitably increase as the forecast period

lengthens;

(xlviii) that materially lower than assumed, or forecast, population, population

growth, employment, land use, economic development and, or in the

alternative, trip generation would, or may, have a material and

compounding adverse effect on actual traffic compared to that forecast

traffic;

(xlix) that material variation in the location of assumed, or forecast, population,

population growth, employment, land use, economic development and, or

in the alternative, trip generation would, or may, have a material and

compounding adverse effect on actual traffic compared to forecast traffic;

(l) that traffic forecasters are not or, in the alternative at least typically are

not, themselves expert in estimating or forecasting population, population

growth, employment, land use and economic development and do, or

usually, need to rely on third party experts in one or more of those fields

for those estimates and forecasts;

(li) that there are obvious and inherent risks that actual future traffic volumes

will be below forecast, through no fault of the traffic forecaster, if:

(A) estimates and forecasts proved to be inaccurate either because

actual economic growth was lower and, or in the alternative,

slower than assumed or forecast, generally or in zones of

particular relevance to the proposed road;

(B) actual population and, or in the alternative, actual population

growth was different than assumed, estimated or forecast in

estimates and forecasts, generally or in zones of particular

relevance to the proposed road;

(C) actual employment and, or in the alternative, actual employment

growth was lower than assumed, estimated or forecast in

estimates and forecasts, generally or in zones of particular

relevance to the proposed road;

(D) there were unanticipated increases in actual unemployment which

were not forecast or taken into account in estimates and forecasts,

generally or in zones of particular relevance to the proposed road;

(E) actual wages and, or in the alternative, actual wages growth, was

lower than was assumed, estimated or forecast in those estimates

and forecasts, either generally or in zones of particular relevance

to the proposed road;

(F) unplanned or unexpected changes in public transport policy

negatively impacted trip matrices produced for the traffic forecasts

by making public transport more attractive; and, or in the

alternative,

(G) trip generation was lower than was assumed, estimated or

forecast in those estimates and forecasts, either generally or in

zones of particular relevance to the proposed road;

(lii) that actual future traffic volumes would be lower, and a project would or

may prove to be unsuccessful, or financially disastrous, through no fault of


14

the traffic forecaster, if one or more of the events set out in sub-paragraph

(li) above occurred to a significant extent;

(liii) the choices, judgements and assumptions to be made in respect of, and

the nature, extent, content, scope, context and limitations of, revealed

preference and stated preference surveys;

(liv) the limitations of making comparisons with existing toll or other roads;

(lv) that there are obvious and inherent risks that a project may prove to be

unsuccessful, or financially disastrous if there were adverse external

developments, where these developments were not reasonably capable

of being predicted by the traffic forecaster at the time or were matters the

forecaster was not required to assume, or predict, within the context of

their commission;

(lvi) the scope, state, limitations and effect of the material risks that would, or

might, materially affect the accuracy of a traffic forecast;

(lvii) the extent to which the assumptions and inputs used to derive traffic

forecasts are, or are capable of being reasonably regarded as,

conservative or reasonable;

(lviii) the types of explanations, disclosures, qualifications, exclusions,

disclaimers and other limitations typically or commonly contained in a

traffic forecaster's report in respect of a proposed major new toll road; and

(lix) the inherent complexities involved in such traffic reports,

(that expertise, knowledge and understanding is hereinafter referred to as Traffic

Forecasting Expertise).

Particulars

1. Schedule A. Details of Respondents/Participants. North-South

Tunnell [sic]. Response to Invitation for Expression of Interest

[RCG.001.001.3541].

2. Schedule D.3 Commercial Issues. North-South Tunnell [sic].

Response to Invitation for Expression of Interest

[RCG.001.001.3412].

3. Further particulars may be supplied upon further review of already

discovered and subpoenaed documents and the review of

documents and evidence to be produced or served, including

documents stored on servers maintained by, or for and on behalf of,

Leighton.

ABN AMRO

2. RBS Group (Australia) Pty Limited (formerly ABN AMRO Australia Limited) (ABN

AMRO):


shares, registered in New South Wales on 7 January 1971, and is able to be

sued;



15

(c) [there is no sub-paragraph (c)]; and


(i) had prepared and made, or advised in respect of, bids, either in its own

right or as part of a consortium, and either directly or through special

purpose vehicles, in respect of at least the M7, the LCT, the MFM and the

CCT and was the successful bidder, either in its own right or as part of a


respect of, at least the LCT and the MFM (Prior ABN AMRO Toll Road

Projects); and

(ii) in the course of at least the Prior ABN AMRO Toll Road Projects, had

developed, and at all material times had, as a "core competency",

expertise in, and knowledge and an understanding of, toll road patronage

risk and both Toll Road Expertise and Traffic Forecasting Expertise.

Particulars

1. Schedule A. Details of Respondents/Participants. North-South Tunnell

[sic]. Response to Invitation for Expression of Interest

[RCG.001.001.3541].


Response to Invitation for Expression of Interest [RCG.001.001.3412].


discovered and subpoenaed documents and the review of documents

and evidence to be produced or served, including documents stored

on servers maintained by, or for and on behalf of, Leighton, and or, in

the alternative, ABN AMRO.

Baulderstone

3. Lend Lease Building Contractors Pty Limited (formerly, Baulderstone Pty Limited and

Baulderstone Hornibrook Pty Limited) (Baulderstone):

(a) is and was at all material times an Australian proprietary company, limited by

shares, registered in New South Wales on 8 June 1983, and is able to be sued;




(i) had prepared and made bids, either in its own right or as part of a

consortium, and either directly or through special purpose vehicles, in

respect of at least the M7, the LCT, the MFM and the CCT and was the

successful bidder, either in its own right or as part of a consortium and

either directly or through special purpose vehicles, in respect of, at least

the CCT (Prior Baulderstone Toll Road Projects); and

(ii) in the course of at least the Prior Baulderstone Toll Road Projects, had

developed, and at all material times had, as a "core competency",




16

Particulars



[RCG.001.001.3541].







the alternative, ABN AMRO and, or in the alternative, Baulderstone.

Bilfinger

4. Bilfinger Re Asset Management Project Investments Australia Pty Limited (formerly,

Bilfinger Berger Project Investments Pty Limited and Bilfinger Berger Concessions Pty

Limited) (Bilfinger):


shares, registered in New South Wales on 18 March 1992 and is able to be sued;




(i) had prepared and made bids, either in its own right or as part of a


respect of at least the M7, the LCT and the CCT and was the successful

bidder, either in its own right or as part of a consortium and either directly

or through special purpose vehicles, in respect of, at least the CCT (Prior

Bilfinger Toll Road Projects); and

(ii) in the course of at least the Prior Bilfinger Toll Road Projects, had

developed and, at all material times had, as a "core competency",



Particulars



[RCG.001.001.3541].







the alternative, ABN AMRO and, or in the alternative, Baulderstone

and, or in the alternative, Bilfinger.


17

Sponsor Clients

5. By no later than in or about April 2005, and at all material times thereafter, Leighton, ABN

AMRO, Baulderstone and Bilfinger (the Sponsor Clients), acting together as an

unincorporated joint venture, had, between them, agreed and determined to:

(a) prepare and cause a bid (an NSBT Project Bid) to be submitted to the Brisbane

City Council (BCC) to finance, design, construct and operate the 'North-South

Bypass Tunnel' (also known as the CLEM 7 Tunnel or the RiverCity Motorway)

(the NSBT) in Brisbane, Queensland (the NSBT Project); and

(b) utilise special purpose project companies (RCM SPVs), which the Sponsor

Clients would cause to be registered from time to time for those purposes, to,

between them:

(i) submit an NSBT Project Bid;

(ii) hold the concession to undertake and complete the NSBT Project and

operate the NSBT (the NSBT Concession) if the NSBT Project Bid

succeeded; and

(iii) if they were awarded the NSBT Concession:

(A) raise debt required to undertake and complete the NSBT Project

and operate the NSBT;

(B) raise equity required to undertake and complete the NSBT Project

and operate the NSBT through a public offering of securities (an

RCM IPO); and

(C) undertake and complete the NSBT Project,

(the Joint RCM Plan).

Particulars

The Joint RCM Plan is identified in the following documents:

1. North South Bypass Tunnel - Position Paper prepared on or about 12

April 2005 [RCG.001.001.1794].

2. Executive Summary North-South Tunnell [sic]. Response to Invitation

for Expression of Interest [RCG.001.001.3593].



[RCG.001.001.3541].



5. Schedule D.4 Commitment to Procurement Process. North-South


[RCG.001.001.3365].





18

on servers maintained by, or for and on behalf of, the Sponsor Clients

or, in the alternative, ABN AMRO, in the course of the NSBT Project.

6. By no later than in or about April 2005, and at all material times thereafter, as part of, and

in furtherance of, the Joint RCM Plan:

(a) Leighton had agreed with the other Sponsor Clients to be, and ultimately became,

an equity underwriter of the NSBT Project Bid (either directly or via a related

company) and, in a joint venture with Baulderstone, the design and construct

contractor and operations and maintenance contractor for the NSBT Project if and

when the NSBT Project Bid succeeded;

(b) ABN AMRO had agreed with the other Sponsor Clients to be, and ultimately

became, an equity underwriter and underwriter financial adviser, construction and

term debt arranger and underwriter for the NSBT Project Bid and the NSBT

Project;

(c) Baulderstone had agreed with the other Sponsor Clients to be, and ultimately

became, an equity underwriter for the NSBT Project Bid (either directly or via a

related company) and, in a joint venture with Leighton, the design and construct

contractor and operations and maintenance contractor for the NSBT Project if and

when the NSBT Project Bid succeeded; and

(d) Bilfinger had agreed with the other Sponsor Clients to be, and ultimately became,

an equity underwriter for the NSBT Project Bid (either directly or via a related

company).

Particulars

1. North South Bypass Tunnel - Position Paper prepared on or about 12

April 2005 [RCG.001.001.1794].

2. Executive Summary North-South Tunnell [sic]. Response to Invitation

for Expression of Interest [RCG.001.001.3593].



[RCG.001.001.3541].





[RCG.001.001.3365].






RCM SPVs

7. Between October and December 2005, the Sponsor Clients caused each of the following

companies (together, the RCM Group) to be registered as RCM SPVs in furtherance of

the Joint RCM Plan:


19

(a) RiverCity Motorway Pty Limited (RCM Operations) was registered on 14 October

2005;

(b) RCM Services, RiverCity Motorway Asset Nominee Pty Limited (RCM Asset),

RiverCity Motorway Finance Pty Limited (RCM Finance) and RiverCity Motorway

Construction Pty Limited (RCM Construction) were each registered on 15

November 2005;

(c) RiverCity Motorway Holdings Pty Limited (RCM Operations 2) was registered on

24 November 2005;

(d) RiverCity Motorway Management Limited (RCMML) was registered on 29

November 2005; and

(e) RiverCity Motorway Asset Nominee 2 Pty Limited (RCM Asset 2) was registered

on 2 December 2005.

8. Flow Tolling Pty Limited (Flow Tolling) was subsequently registered as an RCM SPV on

16 January 2009 in furtherance of the Joint RCM Plan.

9. In the remainder of this TFAD4FAD:

(a) each of the Sponsor Clients and each member of the RCM Group (once

registered), operating together as an unincorporated joint venture in furtherance

of the Joint RCM Plan, are collectively referred to as the RCM Consortium;

(b) the members of the RCM Group other than RCMML are collectively referred to as

Non-Tolling RCM Proceedings Applicants;

(c) the Non-Tolling RCM Proceedings Applicants and Flow Tolling are collectively

referred to as the RCM Proceedings Applicants;

(d) a reference to a person or company 'acting for' one or more other person(s) or

company(ies) is a reference to that person or company 'acting for and on behalf

of and, or in the alternative, for the benefit of', that other person or company; and

(e) a reference to a RCM SPV is a reference to that RCM SPV once registered.

AECOM Australia

10. In or about early April 2005:

(a) the Sponsor Clients, both on their own behalf and acting for each yet-to-be

registered RCM SPV, engaged AECOM Australia (AECOM Australia's NSBT

Commission) to provide professional traffic forecasting services (AECOM

Australia's NSBT Work) in connection with the NSBT Project; and

(b) the Sponsor Clients, both on their own behalf and acting for each yet-to-be

registered RCM SPV, and AECOM Australia agreed that they would subsequently

enter into a written contract which would govern AECOM Australia's NSBT

Commission.

11. AECOM Australia and the Sponsor Clients, both on their own behalf and acting for each

yet-to-be registered RCM SPV, subsequently agreed that AECOM Australia's NSBT

Commission would be governed by the terms of a written agreement dated 4 April 2005

(the Original NSBT Consultancy Agreement).


20

Particulars

The Original NSBT Consultancy Agreement [ACM.002.002.0247] is in

writing, dated 4 April 2005, and was executed on or about 14 July 2005.

AECOM Australia will refer to the terms of the Original NSBT Consultancy

Agreement at any trial as if they are set out in full herein.

12. The Original NSBT Consultancy Agreement was entered into, or purportedly entered into,

by the Sponsor Clients on their own behalf and acting for RCM SPV entities which

became the RCM Group and Flow Tolling, and, in the premises, was a pre-registration

contract within the meaning of section 131 of the Corporations Act 2001 (Cth) (the

Corporations Act).

13. By or under the Original NSBT Consultancy Agreement:

(a) AECOM Australia was required to:

(i) use its best endeavours to complete the Services as defined (the

Services) (clause 5(a)); and

(ii) exercise the same degree of skill, care and diligence normally exercised

by members of the relevant profession performing services of a similar

nature to the Services (clause 5(b));

(b) the Services were to be provided, and the "Brisbane North South Bypass Tunnel

Traffic and Transport Analyses Project Outputs", as defined, were to be prepared,

by AECOM Australia acting for the Sponsor Clients and any RCM SPV which

submitted a NSBT Project Bid and was awarded the NSBT Concession and any

RCM SPV which was a related body corporate or affiliate of any such RCM

SPV(s) (Special Condition clause 1.1);

(c) all information, documents and other particulars relating to the requirements of

the RCM Consortium in respect of traffic forecasting for the NSBT and the NSBT

Project would be made available to AECOM Australia as soon as practicable

(clause 6(a));

(d) AECOM Australia was entitled to timely written directions, instructions, decisions

and information sufficient to, amongst other things, facilitate the provision of the

Services by AECOM Australia (clause 6(c));

(e) where the RCM Consortium was to provide specific services in relation to the

NSBT Project, "whether by gathering and providing information or organising,

supervising and controlling activities or information or the like" the RCM

Consortium was to provide such services to satisfy the requirements of the NSBT

Project (clause 6(f));

(f) Peter Hicks had authority to act for the RCM Consortium and Flow Tolling for all

purposes in connection with, the NSBT Project and in accordance with all

provisions of the Original NSBT Consultancy Agreement, subject only to relevant

legislation and administrative procedures (clause 8);

(g) AECOM Australia's liability arising out of the performance of the Services was

limited to those damages which are directly caused by any negligent act, error or

omission by AECOM Australia in carrying out the Services (clause 12.1);

(h) the maximum liability of AECOM Australia arising out of the performance or non-

performance of the Services, whether under the law of contract, tort, breach of

statutory duty or otherwise, was further limited to $5 million, unless AECOM


21

Australia's liability was a result of AECOM Australia's recklessness, wilful

misconduct, gross negligence, bad faith or fraud (the Liability Cap) (clause

12.2(b) and the Annexure to the General Conditions of Engagement, as amended

by the Special Conditions);

(i) the Liability Cap was to be further reduced to such sum as AECOM Australia

ought reasonably pay on the basis that all other parties providing design,

management or financial services for the NSBT Project or any part thereof were

deemed to have paid such contribution which it would be just and equitable for

them to pay having regard to the extent of their responsibility for any loss or

damage (clause 12.2);

(j) AECOM Australia shall be deemed to have been discharged from all liability in

respect of the Services, whether under the law of contract, tort or otherwise, 24

months after completion of the Services (the Original Claims Discharge Date)

(clause 12.3); and

(k) anyone relying on information provided by AECOM Australia shall accept full

responsibility and shall hold AECOM Australia harmless for the impacts on the

traffic forecasts or the earnings from the NSBT arising from changes in external

factors such as changes in government policy on pricing of fuels, road pricing

generally, alternate modes of transport or construction of other means of

transport, the behaviour of competitors or changes in the owner's policy affecting

the operation of the project (Special Condition 1.6).

14. In or about June 2005, the Original NSBT Consultancy Agreement was amended, by

mutual agreement between AECOM Australia and the Sponsor Clients, on their own

behalf and acting for each yet-to-be registered RCM SPV, so that, for the entire term of

the NSBT Concession, the analysis, advice, assumptions and forecasts, of population,

population growth, employment, land use, economic indicators, economic development,

trip generation and distribution of origins and destinations of various relevant journey

types, analysis of and inputs into value of time modelling and estimates of toll diversion,

analysis of market capture and traffic growth on NSBT feeder and competing routes and

relevant sensitivity testing thereof, which were required as material inputs into AECOM

Australia's modelling of future NSBT traffic volumes, would be obtained by the RCM

Consortium from National Institute of Economics and Industry Research Pty Limited

(NIEIR) for its use, and for use by AECOM Australia, rather than by AECOM Australia

retaining NIEIR as a subcontractor to AECOM Australia, as originally contemplated by

the Original NSBT Consultancy Agreement (the NIEIR Amendment).

Particulars

1. Email dated 17 May 2005 from Peter Hicks to Alan Broadbent and

others for and on behalf of AECOM Australia, Dr Craig Shepherd, for

and on behalf of NIEIR, Ben Cooper and others [ACM.001.038.6102],

with attachment being a proposal from NIEIR in relation to the NSBT

Project created on or about 17 May 2005, [ACM.001.038.6105].

2. Letter from Dr Craig Shepherd, for and on behalf of NIEIR, to the

Sponsors dated 30 June 2005, [NIR.001.001.0001].

3. Email from Thao Oakey to Dr Craig Shepherd sent at 2.45pm on 30

June 2005 entitled “NIEIR mandate letter”, [NIR.001.002.0001] with

attachment [NIR.001.002.0002].

4. NIEIR Technical Note on 2004v2.doc, [ACM.001.015.3398].


22

5. 2011 NIEIR BSTM Run3.xls, [ACM.001.015.3395].

6. Debt and Equity 2011 2021 23rd Aug CS Deliver. xls,

[ACM.001.015.3397].

7. AM Peak City and RiverCrossings.xls, [ACM.001.112.4687].

8. Revision Debt 2011 CS 5 Sept.xls, [ACM.001.015.3394].

9. 2016 and 2026 CS 9 Sept.xls, [ACM.001.015.3396].

10. 2011NIEIRBSTMRun2.xls, [ACM.001.038.1768].

11. 2011_te.xls, [ACM.003.062.0126].

12. Revision TE LU 2011 CS 5th Sept.xls, [ACM.001.034.4702].

13. NIEIR Technical Note 2005.doc, [ACM.001.062.8575].

14. Invoices from NIEIR to RiverCity Motorway dated 7 September 2005

(x3), [NIR.001.001.0006], [NIR.001.001.0007] and

[NIR.001.001.0008], dated 11 November 2005 [NIR.001.001.0009],

and dated 21 December 2006, [NIR.001.001.0010].

15. Letter dated 10 May 2006, from Dr Peter Brain, for and on behalf of

NIEIR, to Peter Hicks, [ACM.001.033.7430].






15. The Original NSBT Consultancy Agreement, as amended by the NIEIR Amendment, was

subsequently further amended by written agreement entered into on 31 July 2006 (the

Claims Discharge Date Amendment Agreement), whereby the time period after which

AECOM Australia was deemed to have been discharged from all liability in respect of the

Services was extended, from the Original Claims Discharge Date, to 24 months after the

NSBT opened which, in the events which occurred, is 16 March 2012,

(hereafter, unless the context requires otherwise, a reference to AECOM Australia's

Contract means the Original NSBT Consultancy Agreement as amended by the NIEIR

Amendment and the Claims Discharge Date Amendment Agreement).

NIEIR

16. NIEIR:

(a) is, and was at all material times, a corporation duly incorporated in Victoria and is

able to be sued;

(b) is, and was at all material times, a corporation within the meaning of section 4 of

the Trade Practices Act 1974 (Cth) (TPA);

(c) at all material times supplied goods and services in the course of trade and

commerce within the meaning of the TPA; and

(d) at all material times carried on business in Australia as a forecaster of population,

population growth, employment, land use and economic development and trip

generation.


23

17. At all material times NIEIR was or had (as the case may be):

(a) a private economic research and consulting company serving clients in the public

and private sectors;

(b) extensive expertise in working on infrastructure projects, including toll road

infrastructure projects, throughout Australia from 2000 to 2005;

(c) a leading economic forecaster;

(d) been retained by the BCC for previous infrastructure forecasting project work;

(e) a company with expertise within its staff in relation to data sets and econometric

analyses available for application to client needs;

(f) the operator of a range of effective forecasting and analysis tools;

(g) able to provide the services of two leading consultant economists, Dr Craig

Shepherd and Dr Peter Brain;

(h) a company with expertise in land use and development trends in Brisbane;

(i) expertise in the application of significant growth rates representing the value of

time, which might be relevant to the NSBT; and

(j) a company with extensive expertise in the retail sector, including the assessment

of traffic and travel times on centre behaviour, which would be important in base

year calibration of those trip types for the NSBT,

(NIEIR's Expertise).

18. On or about 30 June 2005, Leighton, acting for the Sponsor Clients and the yet-to-be

registered RCM SPVs, engaged NIEIR (NIEIR's Engagement) to:

(a) develop forecasts which predicted Brisbane traffic growth after 2005 by reference

to geographically defined travel zones and, or in the alternative, forecasts which

were reasonably suitable and appropriate for use by AECOM Australia as

material inputs into AECOM Australia's modelling of forecast future NSBT traffic

volumes after 2005, in respect of two different scenarios required for debt and

equity markets (the Two Traffic Forecast Scenarios), being:

(i) a "low" or "bank" scenario, developed primarily for consideration by the

debt markets and to be based upon what NIEIR regarded as conservative

economic growth modelling (the Bank Case); and

(ii) a "base" scenario, to be developed primarily for consideration by the RCM

Consortium and equity investors in the RCM Group, using economic

growth assumptions which NIEIR regarded as consistent with a strongly

performing domestic and international economy (the Base Case),

(together, NIEIR's Growth Forecasts); and

(b) provide those NIEIR's Growth Forecasts to, or for the benefit of, each of the

Sponsor Clients and the RCM Group and Flow Tolling (as RCM SPVs), and to

AECOM Australia, to enable the RCM Consortium and AECOM Australia to

forecast future NSBT traffic volumes.


24

Particulars

1. Letter dated 30 June 2005, from Dr Craig Shepherd, for and on behalf of

NIEIR, to the Sponsor Clients, [NIR.001.001.0001].

2. Email from Thao Oakey to Dr Craig Shepherd sent at 2.45pm on 30 June

2005, entitled “NIEIR mandate letter”, [NIR.001.002.0001] and attachment

[NIR.001.002.0002].




[ACM.001.015.3397].





10. 2011_te.xls, [ACM.003.062.0126].



13. Invoices from NIEIR to "RiverCity Motorway" dated 7 September 2005

(x3), [NIR.001.001.0006], [NIR.001.001.0007] and [NIR.001.001.0008],

dated 11 November 2005 [NIR.001.001.0009], and dated 21 December

2006 [NIR.001.001.0010].

14. Report entitled "Traffic Forecasts. North-South Bypass Tunnel", dated 1

December 2005, [ACM.002.001.4568] and report entitled "Traffic

Forecasts. North-South Bypass Tunnel", dated 7 December 2005,

[RCG.003.001.0245].

15. Report entitled "Traffic Forecasts. North-South Bypass Tunnel. Final

tolling strategy and project configuration", dated 22 May 2006,

[RCG.001.008.6302].

16. Letter dated 10 May 2006, from Dr Peter Brain, for and on behalf of NIEIR

to Peter Hicks, [ACM.001.033.7430].


discovered and subpoenaed documents and the review of documents and

evidence to be produced or served, including documents stored on

servers maintained by, or for and on behalf of, the Sponsor Clients or, in

the alternative, ABN AMRO, in the course of the NSBT Project.

Keith Long

19. At all material times, Keith Long was an expert in traffic forecasting and had Traffic

Forecasting Expertise (Keith Long's Expertise).

20. In or about April 2005, the Sponsor Clients, both on their own behalf and acting for the

yet-to-be registered RCM SPVs, engaged Keith Long to undertake investigations and


25

reviews, and to provide assistance, inputs, advice, feedback and other work product to

the RCM Consortium and AECOM Australia in connection with AECOM Australia's NSBT

Work and NSBT Project traffic matters (Keith Long's Engagement).

Particulars

1. Email from Ben Cooper to Shaun Tabone and others, copied to Peter

Hicks and others sent at 12:11 on 7 April 2005, entitled "NSBT - Minutes

to 7 April PAX Workshop" with attachment entitled "NSBT Traffic

Workshop Output.doc" [ACM.001.019.1213] and attachment

[ACM.001.019.1215].

2. Email from David Plowman to Bob Hunter sent at 17:36 on 26 April 2005,

entitled "Interim Draft" with attachments entitled "Draft 3 - Section 3-

Schedule A - Details of the Respondent_Participants.doc" and "Draft 3 -

Section 8 - Schedule D3 - Commercial Issues.doc" and others,

[RCG.001.001.2939] and attachments [RCG.001.001.2946] and

[RCG.001.001.2950].

3. Email from Bob Hunter to Peter Hicks and others including Keith Long

sent at 14:42 on 19 April 2005, entitled "Updated: NSBT Traffic Meeting",

[ACM.001.019.2721].






PB

21. At all material times, Parsons Brinckerhoff Australia Pty Limited and Parsons Brinckerhoff

International (Australia) Pty Limited:

(a) traded together as 'Parsons Brinckerhoff' (PB);

(b) were a professional consulting firm, assisting private and public clients to plan,

develop, design, construct, operate and maintain critical infrastructure; and

(c) had Traffic Forecasting Expertise (PB's Expertise).

22. By no later than in or about July 2005, the Sponsor Clients, both on their own behalf and

acting for the yet-to-be registered RCM SPVs, engaged PB to undertake a peer review

and audit of key aspects of AECOM Australia's NSBT Work, and to produce advice and

reports on the outcomes of that work which could be considered by AECOM Australia,

and considered and relied upon by the Sponsor Clients and the RCM Group and Flow

Tolling (as RCM SPVs), financiers and potential financiers to the NSBT Project and

equity investors or potential equity investors in any RCM SPV in connection with the

NSBT Project (PB's Engagement).

Particulars

1. Appendix B: "Summary of Parsons Brinckerhoff's roles in reviewing

Maunsell's 2005 model and its calibration and validation",

[RCG.003.001.0245] at RCG.003.001.0449.


26

2. Appendix G: "Parsons Brinckerhoff peer review report. River City

Motorway Traffic Forecasts Base Model Review", [RCG.003.001.0245] at

RCG.003.001.0529.

3. Appendix B: "Summary of Parsons Brinckerhoff's roles in reviewing

Maunsell's 2005 model and its calibration and validation",

[RCG.001.008.6302] at RCG.001.008.6488.

4. Appendix G: "Parsons Brinckerhoff peer review report. River City

Motorway Traffic Forecasts Base Model Review", [RCG.001.008.6302] at

RCG.001.008.6568.






HTS

23. Hutcheson Transport Solutions Pty Limited (HTS) was at all material times a professional

services company providing specialist traffic forecasting services and had Traffic

Forecasting Expertise (HTS' Expertise).

24. By no later than in or about July 2005 or, in the alternative, September or October 2005,

the Sponsor Clients, both on their own behalf and acting for the yet-to-be registered RCM

SPVs, engaged HTS to undertake a review, provide comments upon AECOM Australia's

NSBT Work and make recommendations to the RCM Consortium (HTS' Engagement).

Particulars

1. Email from Adam Chittendon to Sarah Chate and David Plowman sent at

14:50 on 15 July 2005, entitled "Re: Roadshow Agenda and

Accompanying Notes" with attachments entitled "0507_14 Roadshow

Agenda_AC mk-up.doc" and "0507_13 Roadshow Agenda NOTE_AC mk-

up.doc", [RCG.001.001.5244] and attachments [RCG.001.001.5247] and

[RCG.001.001.5251].

2. Email from Alen Lau to Calum Hutcheson sent at 15:21 on 10 October

2005, entitled "re: RiverCity Motorway Base Year Model Report" with

attachment entitled "Base Year Model_AL101005.pdf",

[ACM.001.033.6881] and attachment [ACM.001.033.6882].

3. Email from Alan Broadbent to Calum Hutcheson and copied to Peter

Hicks sent at 17:54 on 12 October 2005, entitled "River City Motorway

Calibration Spreadsheet" with attachment entitled

"Calibration_CHutch_12Oct.zip", [ACM.001.033.6873] and attachment

[ACM.001.033.6874].

4. Email from Peter Hicks to Alan Broadbent sent at 13:53 on 12 October

2005 attaching a document entitled "HTS03017M01 - NSBT

Questions.pdf", [ACM.001.033.6875] and attachment

[ACM.001.033.6878].

5. Email from Peter Hicks to Alan Broadbent and Nicholas Entsch, sent at

11:23am on 2 November 2005, entitled “HTS03017 – NSBT” with


27

attachment entitled "Calum brief 01 11 05.doc", [ACM.001.033.6939] with

attachment [ACM.001.033.6942].






Beca

25. Beca Pty Limited (Beca):


shares, registered in Victoria and is able to be sued;



(d) is, and was at all material times, a leading professional services company

providing specialist engineering services to businesses and communities in the

Asia Pacific region, including in respect of proposed tunnels of which the NSBT

was an example (Beca's Expertise).

26. In or about May 2005, and in any event by no later than in or about early August 2005,

the Sponsor Clients, both on their own behalf and acting for the yet-to-be registered RCM

SPVs, engaged Beca, as lead independent engineer, to review, and report upon, certain

technical aspects of the proposed NSBT Project (Beca's Engagement).

Particulars

1. Product Disclosure Statement dated 21 June 2006 (PDS) at page 99

[RCG.001.008.6127].

2. Project Overview and Initial Technical Briefing North-South Bypass

Tunnel: A Presentation to Project Financiers dated August 2005

[RCG.001.006.0385].

3. "North South Bypass Tunnel - Independent Engineer Exclusivity

Agreement" signed on behalf of Beca, and the Sponsor Clients dated 9

September 2005 (the Beca Exclusivity Agreement),

[WLB.001.017.0793].






Mallesons

27. At all material times, the partnership of two or more natural persons carrying on the

profession of lawyers in Australia under the partnership name of "Mallesons Stephen

Jaques" (Mallesons):

(a) comprised persons who are able to be sued in their personal capacity;

(b) were specialists in all legal aspects of:


28

(i) acting for project sponsors of which the Sponsor Clients were examples,

and for bidding consortia of which the RCM Consortium was an example,

in respect of new Australian toll road concessions of which the NSBT

Concession was an example;

(ii) acting for concession holders of new toll road concessions of which the

NSBT Concession was an example, in respect of the financing, design,

building, ownership and operation of toll roads of which the NSBT was an

example;

(iii) acting in connection with the initial public offering of securities in order to

raise equity for toll road projects of which the NSBT Project was an

example; and

(iv) the preparation and issue of product disclosure statements of which the

PDS was an example; and

(c) knew and understood or, in the alternative, ought to have known and understood,

what disclosures needed to be made, and what omissions could not to be made,

in order for a product disclosure statements of which the PDS was an example to

be:

(i) lawfully issued;

(ii) not misleading or deceptive or likely to mislead or deceive; and

(iii) otherwise not "defective" within the meaning of section 1022A of the

Corporations Act,

(Mallesons' Expertise).

28. By no later than in or about April 2005, the Sponsor Clients, both on their own behalf and

acting for the yet-to-be registered RCM SPVs, engaged Mallesons as the legal advisors

to the RCM Consortium to provide legal advice on all issues pertaining to the NSBT

Project, to prepare all project documents to which the BCC was not a party and to

provide advice in respect of all project documents to which the BCC was a party

(Mallesons' Engagement).

Particulars

1. Schedule A. Details of Respondents/Participants. North-South


[RCG.001.001.3541].

2. PDS, page 136 [RCG.001.008.6127].




documents stored on servers maintained by, or for and on behalf

of, the Sponsor Clients or, in the alternative, ABN AMRO, in the

course of the NSBT Project.

Peter Hicks

29. Peter Hicks:

(a) is, and was at all material times, a natural person and able to be sued in his

personal capacity;


29

(b) had, at all material times, extensive expertise in the development, management,

maintenance and operation of major transport and other infrastructure assets,

and strong management skills;

(c) was, from in or about 2000, and at all material times, a senior manager employed

by Leighton (in a role designated "Executive General Manager, Investment and

Facility Management" at least between 2005 and 2006), in which position he had

primary responsibility for managing, for and on behalf of Leighton, toll road and

infrastructure projects in which Leighton participated as a proposed or actual

equity investor, of which the NSBT Project was an example (Hicks' Leighton

Employment);

(d) prior to all material times and by no later than April 2005, had led, or otherwise

occupied and discharged, senior management roles in respect of, the Prior

Leighton Toll Road Projects and, in doing so, had developed, and at all material

times had, both Toll Road Expertise and Traffic Forecasting Expertise;

Particulars


Tunnell [sic]. Response to Invitation for Expressions of Interest for

NSBT Concession, dated May 2005 [RCG.001.001.3365].

2. PDS, page 55 [RCG.001.008.6127].







(e) at all material times, acted for the RCM Consortium and Flow Tolling as:

(i) the head of the "Project Steering Group", and the "Steering Committee"

and the "Sponsors Steering Group" (if and to the extent that they were

different) for the NSBT Project (the RCM Steering Committee), which

was charged with:

(A) acting in relation to the NSBT Project;

(B) overseeing the work of advisers and consultants to the RCM

Consortium in relation to the NSBT Project;

(C) making all or, in the alternative, all key, decisions on behalf of the

RCM Consortium in relation to the NSBT Project; and

(D) further and in the alternative to sub-paragraph (C) above, making

all or, in the alternative, all key, decisions on behalf of the RCM

Consortium in relation to revenue forecasting and overall business

planning, project structuring, NSBT Project Bid strategy, NSBT

Project Bid approach, establishing the RCM SPVs, NSBT Project

Bid submission (subject to sign-off by the Sponsor Clients),

negotiations in respect of, or arising from, the NSBT Project Bid,

equity underwriting, debt procurement, equity procurement and

setting up organisational structures;


30

(ii) one of the three key representatives of the RCM Consortium in relation to

the NSBT Project, together with Charles Mott and:

(A) Duncan Olde until on or about 17 August 2005; and

(B) Malcolm Coleman (in place of Duncan Olde) from about mid-

August 2005;

(iii) the "RCM Project Director" and the "Project Director" (if and to the extent

that they were different);

(iv) a member, and the leader, of a team comprising employees of, or

employed consultants to, members of the RCM Consortium (the RCM

Project Team), who were charged by the RCM Consortium with

preparation of the detailed NSBT Project Bid and negotiations in relation

thereto, under the supervision and control of the RCM Steering

Committee;

(v) the person with authority, under AECOM Australia's Contract, to act for

the RCM Consortium and Flow Tolling for all purposes in connection with,

the NSBT Project and in accordance with all provisions of AECOM

Australia's Contract as alleged in paragraph 13(f) herein;

(vi) a director and officer of each of the Non-Tolling RCM Proceedings

Applicants as a representative of the Sponsor Clients and, or in the

alternative, a representative and nominee of Leighton in the course of

Hicks' Leighton Employment, as follows:

(A) RCM Operations between 14 October 2005 until 25 February

2011;

(B) each of RCM Services, RCM Finance, RCM Construction, and

RCM Asset between 15 November 2005 until 25 February 2011;

(C) RCM Operations 2 between 24 November 2005 until 25 February

2011; and

(D) RCM Asset 2 between 2 December 2005 until 25 February 2011;

(vii) the Chief Executive Officer of each of the Non-Tolling RCM Proceedings

Applicants as the representative of the Sponsor Clients and, or in the

alternative, the representative and nominee of, Leighton in the course of

Hicks' Leighton Employment, up until in or about October 2006;

(viii) a director and officer of Flow Tolling between 16 January 2009 until 25

February 2011;

(ix) a member of a due diligence committee (the DDC), and a member and

the head of a traffic due diligence sub-committee (the TDDSC),

established, and convened, in April and May 2006 respectively, to:

(A) consider expert reports prepared for, or in respect of, the NSBT

Project; and

(B) determine whether each report should be included in a product

disclosure statement to be issued in connection with the RCM

IPO;


31

Particulars

1. As to sub-paragraphs (e)(i)- (iv) above:

(a) North South Bypass Tunnel- Position Paper

prepared on or about 12 April 2005,

[RCG.001.001.1794].

(b) Schedule D.4 Commitment to Procurement

Process. North-South Tunnell [sic]. Response to

Invitation for Expressions of Interest for NSBT

Concession dated May 2005, [RCG.001.001.3365].

(c) Schedule A. Details of Respondent/Participant.

North-South Tunnell [sic]. Response to Invitation

for Expression of Interest, dated May 2005,

[RCG.001.001.3541].

(d) Project Overview and Initial Technical Briefing

North-South Bypass Tunnel: A Presentation to

Project Financiers dated August 2005,

[RCG.001.006.0385].

(e) North-South Bypass Tunnel Project, Leighton

Holdings Limited Board Sub Committee (LCPL)

Briefing Update no 2 dated 6 September 2005,

[RCG.001.006.0722].

(f) RiverCity Motorway Probity and Confidentiality

Procedure document No: RCM--1 Revision No: 5A

Date 10 September 2005, [ACM.001.053.0828].

(g) Volume 7 Financial and Commercial Issues, RCM

Response to Request for Proposals dated 7

December 2005, [RCG.003.001.0087].

2. As to sub-paragraph (e)(v) above, AECOM Australia's

Contract, [ACM.002.002.0247].

3. As to Peter Hicks being a representative of the Sponsor

Clients and, or in the alternative, a representative and

nominee of, Leighton in the course of Hicks' Leighton

Employment as alleged in sub-paragraph (e)(vi) above,

RiverCity Motorway Business Plan 6 December 2005,

[RCG.010.004.3217]:

(a) variously identifies "RCM" as a consortium

comprising the Sponsor Clients and an entity

structure which included:

(i) RCM Operations, RCM Construction, RCM

Finance, RCM Services and RCM

Operations 2; and

(ii) RCMIT and RCMHT (together, the RCM

Trusts), amongst other trusts;


32

(b) refers to Bilfinger and Baulderstone together as a

"Sponsor";

(c) states that the "RCM Board" of directors will

comprise "representatives" from Leighton, ABN

AMRO and Bilfinger and independent directors;

and

(d) also identifies Peter Hicks as Leighton's "nominee"

in the course of a description of Peter Hicks'

employment by, and roles with, Leighton.

4. As to sub-paragraph (e)(vii) above, CEO Report dated July

2006, [RCG.009.002.0012].

5. As to sub-paragraph (e)(ix) above:

(a) the DDC met on 5 April 2006 [RCG.012.001.0003],

1 May 2006 [RCG.012.001.0045] and 12 May 2006

[RCG.012.001.0075]; and

(b) the TDDSC met on 4 May 2006

[ACM.001.033.7389], 8 May 2006

[ACM.001.033.7418] and 11 May 2006

[ACM.001.091.9646].

6. Further particulars may be supplied upon further review of

already discovered and subpoenaed documents and

documents to be produced, including documents stored on

servers maintained by, or for and on behalf of, the Sponsor

Clients or, in the alternative, ABN AMRO, in the course of

the NSBT Project.

(f) further and in the alternative to sub-paragraph (e) above, was, and acted, at all

material times, as the agent of the RCM Consortium and Flow Tolling, or in the

alternative, each member of the RCM Consortium and Flow Tolling individually, in

connection with the NSBT Project Bid and the NSBT Project and in the execution

and fulfilment of the Joint RCM Plan;

Particulars

1. Peter Hicks was appointed as agent by express agreement

between the RCM Consortium and Peter Hicks and AECOM

Australia refers to sub-paragraphs (e)(i) - (v) and (ix) above and

the particulars thereto.

2. Further and in the alternative to 1 above, Peter Hicks' appointment

as agent is to be implied, or inferred, from:

(a) his appointments as alleged in sub-paragraphs (e)(i) - (v)

and (ix) above; and, or in the alternative

(b) the conduct of Peter Hicks and the RCM Consortium in,

and in connection with, the NSBT Project as further

alleged below at paragraphs 37, 45, 49, 54, 59, 63 and 64,

68, 83 - 88 and 92 - 94 herein.


33







(g) by reason of the matters alleged in sub-paragraphs (e)(i) - (v) and (ix) above and,

or in the alternative, the matters alleged in sub-paragraph (f) above, at all material

times had the authority of the RCM Consortium and Flow Tolling or, in the

alternative, each member of the RCM Consortium and Flow Tolling individually,

and the responsibility, to:

(i) act in connection with all aspects of the NSBT Project Bid and the

implementation of the NSBT Project;

(ii) lead each of the NSBT Project, the RCM Steering Committee, the RCM

Project Team and the TDDSC;

(iii) make decisions in connection with, or in respect of, traffic and revenue

modelling, traffic model calibration, traffic report, bid and product

disclosure statement writing, finance issues, legal issues, capital raising

and structuring, the RCM IPO, the PDS, tax issues and bid

documentation;

(iv) co-ordinate and supervise, obtain and provide instructions, directions and

other inputs, feedback and assistance to, receive, review, approve and

accept reports, advice and other work product from, and communicate

with:

(A) other members of the RCM Project Team and other employees of

any member of the RCM Consortium in connection with the NSBT

Project;

(B) AECOM Australia in connection with AECOM Australia's NSBT

Commission and the NSBT Project;

(C) NIEIR in connection with NIEIR's Engagement and the NSBT

Project;

(D) Keith Long in connection with Keith Long's Engagement and the

NSBT Project;

(E) PB in connection with PB's Engagement and the NSBT Project;

(F) HTS in connection with HTS' Engagement and the NSBT Project;

and

(G) Beca in connection with Beca's Engagement and the NSBT

Project; and

(v) co-ordinate, supervise and provide instructions and other inputs and

feedback in connection with the preparation and distribution of, and to

draft responses to questions or requests for information received from, or

by and on behalf of, financiers or potential financiers of, and, or in the

alternative, equity investors or potential equity investors in, the NSBT

Project (RCM Financiers and Investors) in respect of traffic matters,


34

(Hicks' Authority and Responsibilities).

Particulars

1. AECOM Australia refers to and repeats the particulars to sub-

paragraphs (e)(i) - (v) and (ix) and (f) above.

2. Further and in the alternative to 1 above, Hicks' Authority and

Responsibilities arise and, or in the alternative, are to be inferred,

from:

(a) each of the appointments alleged in sub-paragraphs (e)(i) -

(v) and (ix) and (f) above; and, or in the alternative

(b) Peter Hicks' actual role, as alleged further below in

paragraphs 37, 45, 49, 54, 59, 63 and 64, 68, 83 - 88 and

92 - 94 herein, in:

(i) obtaining and providing instructions, directions and

other inputs, feedback and technical and other

advice and, or in the alternative, assistance to, in

receiving, reviewing and approving reports, advice

and, or in the alternative, other work product from,

and, or in the alternative, communicating with,

other members of the RCM Project Team, the RCM

Consortium, other employees of a member of the

RCM Consortium, AECOM Australia, NIEIR, Keith

Long, PB, HTS and Beca in connection with the

NSBT Project; and

(ii) co-ordinating, supervising and providing

instructions and other inputs and feedback in

connection with the preparation, and distribution of,

and drafting, responses to questions or requests

for information received from, or by and on behalf

of, RCM Financiers and Investors in connection

with the NSBT Project.







Robert Morris

30. Robert (Bob) Morris:


personal capacity;

(b) is, and was at all material times, a qualified and experienced engineer;

(c) was, prior to 1994:

(i) the Regional Manager Western Region of the New South Wales

Department of Main Roads where he was the co-author of a paper on


35

privatisation opportunities for New South Wales main roads; and,

subsequently

(ii) the Director, Sydney Region of the New South Wales Road and Traffic

Authority (as it then was), in which capacity he was closely involved with

the development and, or in the alternative, operation of the SHT, the M2,

M4 and M5 toll roads in Sydney, New South Wales (together, the DMR

Projects);

(d) between in or about 1994 and in or about 2002:

(i) was a senior manager employed by Leighton in a role designated

"General Manager Land Transport", where he had responsibility for the

development, management, maintenance and operation of major

transport and other infrastructure assets; and

(ii) led, or otherwise occupied and discharged senior management roles in

relation to, the ED, the M7 and CCT from amongst the Prior Leighton Toll

Road Projects (Morris' Leighton Projects);

Particulars

1. Email from David Plowman to Peter Hicks, Charles Mott, Duncan

Olde and Malcolm Coleman, copied to others, sent at 20:19 on 25

November 2005, entitled "NSBT - Better Network: Better City",

with attachment "NSBT Key Messages.pdf", [RCG.001.002.2765]

with attachment [RCG.001.002.2766].

2. PDS, page 54 [RCG.001.008.6127].







(e) was a director of Leighton between June 1997 and July 2003;

(f) was, at all material times, a director of Airport Motorway Limited, which developed

and operated the ED;

(g) by no later than April 2005, had in the course of occupying senior management

roles in respect of the DMR Projects and Morris' Leighton Projects, developed,

and at all material times had, both Toll Road Expertise and Traffic Forecasting

Expertise;

Particulars

1. Schedule D.4 Commitment to Procurement Process North-South


NSBT Concession dated May 2005 [RCG.001.001.3365].

2. PDS, page 54 [RCG.001.008.6127].





36




(h) was, and acted, at all material times, as a consultant to the Sponsor Clients or, in

the alternative, to Leighton, acting for the RCM Consortium and Flow Tolling, in

relation to the NSBT Project (Morris' Consultancy);

(i) at all material times, acted for the RCM Consortium and Flow Tolling, as:

(i) a member of the RCM Project Team;

(ii) the nominated, and actual, alternate for Peter Hicks in respect of each of

the appointments alleged in paragraph 29(e)(i) - (iii) herein and the

appointment as leader of the RCM Project Team alleged in paragraph

29(e)(iv) herein;

(iii) a member, and the chair, of the DDC, and as a member of the TDDSC;

(iv) a director and officer of each of the RCM Group as a representative of the

Sponsor Clients and, or in the alternative, as a representative and

nominee of Leighton in the course of Morris' Consultancy as follows:

(A) each of RCM Services, RCM Finance, RCM Construction, and

RCM Asset between 15 November 2005 until 25 February 2011;

(B) RCM Operations 2 between 24 November 2005 until 25 February

2011;

(C) RCM Asset 2 between 2 December 2005 until 25 February 2011;

(D) RCM Operations between 1 February 2006 until 25 February

2011; and

(E) RCMML between 3 June 2006 and 25 February 2011;

(v) a director of Flow Tolling between 16 January 2009 and 25 February

2011; and

(vi) the Chair of the board of directors of each of:

(A) the Non-Tolling RCM Proceedings Applicants, at all material times

from on or shortly after their respective registrations; and

(B) RCMML, at all material times from on or about 3 June 2006;

Particulars

1. As to sub-paragraph (i)(i) and (ii) above:

(a) Schedule D.4 Commitment to Procurement Process.

North-South Tunnell [sic]. Response to Invitation for

Expressions of Interest for NSBT Concession dated May

2005 [RCG.001.001.3365].

(b) AECOM Australia reported to Robert Morris whilst Peter

Hicks was absent on leave during the NSBT Project



37

2. As to sub-paragraph (i)(iii) above, AECOM Australia refers to and

repeats paragraph 5 of the particulars to paragraph 29(e)(ix)

herein.

3. As to Robert Morris being a representative of the Sponsor Clients

and, or in the alternative, a representative and nominee of,

Leighton in the course of Morris' Consultancy as alleged in sub-

paragraph (i)(iv) above, RiverCity Motorway Business Plan 6

December 2005 [RCG.010.004.3217]:

(a) variously identifies "RCM" as a consortium comprising the

Sponsor Clients and an entity structure which included:


Finance, RCM Services and RCM Operations 2;

and

(ii) the RCM Trusts, amongst other trusts;


"Sponsor";

(c) states that the "RCM Board" of directors will comprise:

(i) "representatives" from Leighton, ABN AMRO and

Bilfinger; and

(ii) independent directors; and

(d) identifies Robert Morris as being a director and the Chair

of the board of directors of "RCM", and as being

independent of the Sponsor Clients but Robert Morris was

not, in fact, independent of the Sponsor Clients, by reason

of the Morris' Consultancy as alleged in sub-paragraph (h)

above and, or in the alternative, his appointments and

roles as alleged in sub-paragraphs (i)(i) and (ii) above on

behalf of, relevantly, the Sponsor Clients, from which it is

to be inferred that he was, instead, appointed as a

representative of the Sponsor Clients or, in the alternative,

as the representative and nominee of Leighton in the

course of his consultancy with Leighton.







(j) further and in the alternative to sub-paragraph (i) above, was, and acted, at all






38

Particulars

1. Robert Morris was appointed as agent by express agreement

between the RCM Consortium and Robert Morris and AECOM

Australia refers to sub-paragraphs (i)(i) - (iii) and the particulars

thereto.

2. Further and in the alternative to 1 above, Robert Morris'

appointment as agent is to be implied, or inferred, from:

(a) his appointments as alleged in sub-paragraph (i)(i) - (iii)

above; and, or in the alternative

(b) the conduct of Robert Morris and the RCM Consortium in,


alleged below at paragraphs 38, 50, 55, 82 and 85 herein.







(k) by reason of the matters alleged in sub-paragraphs (h) and (i)(i) - (iii) above and,

or in the alternative, the matters alleged in sub-paragraph (j) above, at all material

times had the authority of the RCM Consortium and Flow Tolling or, in the


and the responsibility, to:

(i) act as the alternate for Peter Hicks in respect of each of the appointments

alleged in sub-paragraph 29(e)(i) - (iii) herein and the appointment as

leader of the RCM Project Team as alleged in paragraph 29(e)(iv) herein;

and

(ii) co-ordinate and supervise, obtain and provide instructions, directions and

other inputs, feedback and assistance to, receive, review, approve and

accept reports, advice and other work product from, and, or in the

alternative, communicate with:

(A) other members of the RCM Project Team and employees of any

member of the RCM Consortium in connection with the NSBT

Project;

(B) AECOM Australia in connection with AECOM Australia's NSBT


(C) Keith Long in connection with Keith Long's Engagement and the

NSBT Project; and

(D) PB in connection with PB's Engagement and the NSBT Project,

(Morris' Authority and Responsibilities).

Particulars

1. AECOM Australia refers to and repeats the particulars to sub-paragraphs

(h), (i)(i) - (iii) and (j) above.


39

2. Further and in the alternative to 1 above, Morris' Authority and

Responsibilities arises and, or in the alternative, is to be inferred from:

(a) each of the appointments alleged in sub-paragraphs (h), (i)(i) - (iii)

and (j) above; and, or in the alternative

(b) Robert Morris' actual role, as alleged further below in paragraphs

38, 50, 55, 82 and 85 herein, in co-ordinating and supervising,

obtaining and providing instructions, directions and other inputs,

feedback and technical and other advice and, or in the alternative,

assistance to, and, or in the alternative, in receiving, reviewing and

approving reports, advice and, or in the alternative, other work

product from, and, or in the alternative, communicating with, other

members of the RCM Project Team, the RCM Consortium,

employees of a member of the RCM Consortium, AECOM

Australia, Keith Long and PB in connection with the NSBT Project

at the request, and, or in the alternative, with the knowledge and

approval or acquiescence, of Peter Hicks in the exercise of Hicks'

Authority and Responsibilities and, or in the alternative, the RCM

Consortium through at least Peter Hicks.






Charles Mott

31. Charles Mott:


personal capacity;

(b) is, and was at all material times, a qualified and experienced engineer;

(c) was, between in or about 2002 and in or about 2004, Baulderstone's Chief

Financial Officer and Group Commercial Director;

(d) was, at all material times, a director of Bilfinger and Bilfinger's Managing Director

(Mott's Bilfinger Employment);

(e) was, at all material times, responsible for investments by Bilfinger and related

companies in Australian toll road concession projects, of which the NSBT Project

was an example;

(f) prior to all material times and by no later than April 2005, had extensive expertise

in discharging project management responsibilities in respect of Prior Bilfinger

Toll Road Projects, in the course of which he developed both Toll Road Expertise

and Traffic Forecasting Expertise;

Particulars




2. PDS, page 5 [RCG.001.008.6127].


40







(g) at all material times, acted for the RCM Consortium and Flow Tolling, as:

(i) a member of the RCM Steering Committee;


the NSBT Project, together with Peter Hicks and:

(A) Duncan Olde until on or about 17 August 2005; and

(B) Malcolm Coleman (in place of Duncan Olde) from about mid-

August 2005;

(iii) a member of the RCM Project Team; and

(iv) a director and officer of each of the Non-Tolling RCM Proceedings


alternative, as the representative and nominee of Bilfinger in the course of

Mott's Bilfinger Employment as follows:

(A) RCM Operations between 14 October 2005 and 18 April 2007 and

17 June 2009 and 25 June 2010;

(B) each of RCM Construction, RCM Services, RCM Finance and

RCM Asset between 15 November 2005 and 18 April 2007 and 17

June 2009 and 25 June 2010;

(C) RCM Operations 2 between 24 November 2005 and 18 April 2007

and 17 June 2009 and 25 June 2010; and

(D) RCM Asset 2 between 2 December 2005 and 18 April 2007 and

17 June 2009 and 25 June 2010;

(v) a director and officer of Flow Tolling between 17 June 2009 and 25 June

2010; and

(vi) a member of the DDC;

Particulars

1. As to sub-paragraphs (g)(i) - (iii) above:

(a) Schedule D.4 Commitment to Procurement Process.

North-South Bypass Tunnell [sic]. Response to Invitation

for Expressions of Interest for NSBT Concession dated

May 2005 [RCG.001.001.3365].

(b) Schedule A. Details of Respondent/Participants. North-

South Tunnell [sic]. Response to Invitation for Expressions

of Interest dated May 2005 [RCG.001.001.3541].


41

(c) North-South Bypass Tunnel Project, Leighton Holdings

Limited Board Sub Committee (LCPL) Briefing Update no

2 dated 6 September 2005 [RCG.001.006.0722].

(d) RiverCity Motorway Probity and Confidentiality Procedure

document No: RCM--1 Revision No: 5A Date 10

September 2005 [ACM.001.053.0828].

(e) Project Overview and Initial Technical Briefing North-South

Bypass Tunnel: A Presentation to Project Financiers dated

August 2005 [RCG.001.006.0385].

(f) Volume 7 Financial and Commercial Issues, RCM

Response to Request for Proposals dated 7 December

2005 [RCG.003.001.0087].

2. As to Charles Mott being a representative of the Sponsor Clients

and, or in the alternative, the representative and nominee of,

Bilfinger in the course of Mott's Bilfinger Employment as alleged in

sub-paragraph (g)(iv) above, RiverCity Motorway Business Plan 6

December 2005 [RCG.010.004.3217]:


Sponsor Clients and an entity structure which relevantly

included:



and



"Sponsor";

(c) states that the "RCM Board" of directors will comprise

"representatives" from Leighton, ABN AMRO and Bilfinger

and independent directors; and

(d) also identifies Charles Mott as Bilfinger's "nominee" in the

course of a description of Charles Mott's employment by,

and roles with, Bilfinger.

3. As to sub-paragraph (g)(vi) above, AECOM Australia refers to and

repeats paragraph 5(a) of the particulars to paragraph 29(e)(ix)

herein.







(h) further and in the alternative to sub-paragraph (g) above, was, and acted, at all




42



Particulars

1. Charles Mott was appointed as agent by express agreement

between the RCM Consortium and Charles Mott and AECOM

Australia refers to sub-paragraphs (g)(i) - (iii) and (vi) above and


2. Further and in the alternative to 1 above, Charles Mott's


(a) his appointments as alleged in sub-paragraphs (g)(i) - (iii)

and (vi) above; and, or in the alternative

(b) the conduct of Charles Mott and the RCM Consortium in,


alleged below at paragraph 39 and 82 herein.







(i) by reason of the matters alleged in sub-paragraphs (g)(i) - (iii) and (vi) above and,

or in the alternative, the matters alleged in sub-paragraph (h) above had, at all

material times, the authority of the RCM Consortium and Flow Tolling or, in the


and the responsibility, to co-ordinate and supervise, obtain and provide

instructions, directions and other inputs, feedback and assistance to, receive,

review, approve and accept reports, advice and other work product from, and

communicate with:

(i) other members of the RCM Project Team and other employees of any

member of the RCM Consortium in connection with the NSBT Project; and

(ii) AECOM Australia in connection with AECOM Australia's NSBT

Commission and the NSBT Project,

(Mott's Authority and Responsibilities).

Particulars


paragraphs (g)(i) - (iii) and (vi) and (h) above.

2. Further and in the alternative to 1 above, Mott's Authority and

Responsibilities arises and, or in the alternative, is to be inferred

from:

(a) Charles Mott's appointment to, each of the appointments

alleged in sub-paragraphs (g)(i) - (iii) and (vi) and (h)



43

(b) Charles Mott's actual role, as alleged further below at

paragraph 39 and 82 herein, in co-ordinating and

supervising, obtaining and providing instructions, directions

and other inputs, feedback and assistance to, and, or in

the alternative, receiving, reviewing and approving reports,

advice and, or in the alternative, other work product from,

and, or in the alternative, communicating with, other

members of the RCM Project Team, the RCM Consortium,

other employees of a member of the RCM Consortium and

AECOM Australia in connection with the NSBT Project at

the request, and, or in the alternative, with the knowledge

and approval or acquiescence, of Peter Hicks in the

exercise of Hicks' Authority and Responsibilities and, or in

the alternative, the RCM Consortium through at least Peter

Hicks.







Malcolm Coleman

32. Malcolm Coleman:


personal capacity;

(b) was, at all material times, employed by ABN AMRO as a "Director" (Coleman's

ABN AMRO Employment);

(c) had, at all material times, responsibility, within ABN AMRO, for directing

infrastructure transactions;

Particulars

1. Email from Stuart Marks to David Plowman and Alan Findlater

sent at 11:37 on 24 November 2005, entitled "FW: PDS -

Typsetting draft" with attachment entitled "05-11-22 PDS Draft

5.DOC" [RCG.001.002.2677] and attachment

[RCG.001.002.2679].

2. Business Plan (Final) dated 6 December 2005

[RCG.010.004.3217].







(d) at all material times from no later than mid-August 2005 until on or about 16 May

2006 acted for the RCM Consortium and Flow Tolling as:



44


the NSBT Project, together with Peter Hicks and Charles Mott;

(iii) a member of the RCM Project Team;

(iv) a director and officer of each of the Non-Tolling RCM Proceedings


alternative, as the representative and nominee of ABN AMRO in the

course of Coleman's ABN AMRO Employment as follows:

(A) each of RCM Services, RCM Finance, RCM Construction, and

RCM Asset between 15 November 2005 until 16 May 2006;

(B) RCM Operations 2 between 24 November 2005 until 16 May

2006;

(C) RCM Asset 2 between 2 December 2005 until 16 May 2006; and

(D) RCM Operations between 14 October 2005 until 16 May 2006;

Particulars

1. As to sub-paragraphs (d)(i) - (iii) above:

(e) Project Overview North-South Bypass Tunnel, A

Presentation to LBJV dated 18 August 2005

[RCG.001.006.0494].

(f) North-South Bypass Tunnel Project, Leighton Holdings

Limited Board Sub Committee (LCPL) Briefing Update no

2 dated 6 September 2005 [RCG.001.006.0722].

(g) RiverCity Motorway Probity and Confidentiality Procedure

document No: RCM-1 Revision No: 5A Date 10 September

2005 [ACM.001.053.0828].

(h) Volume 7 Financial and Commercial Issues, RCM

Response to Request for Proposals dated 7 December

2005 [RCG.003.001.0087].

2. As to Malcolm Coleman being a representative of the Sponsor

Clients and, or in the alternative, the representative and nominee

of, ABN AMRO in the course of Coleman's ABN AMRO

Employment as alleged in sub-paragraph (d)(iv) above, RiverCity

Motorway Business Plan 6 December 2005 [RCG.010.004.3217]:


Sponsor Clients and an entity structure which included:



and



"Sponsor";


45

(c) states that the "RCM Board" of directors will comprise

"representatives" from Leighton, ABN AMRO and Bilfinger

and independent directors; and

(d) also identifies Malcolm Coleman as ABN AMRO's

"nominee" in the course of a description of Malcolm

Coleman's employment by, and roles with, ABN AMRO.







(e) further and in the alternative to sub-paragraph (d) above, was, and acted, at all

material times, from no later than mid-August 2005 until on or about 16 May

2006, as the agent of the RCM Consortium, or in the alternative, each member of

the RCM Consortium individually, in connection with the NSBT Project Bid and

the NSBT Project and in the execution and fulfilment of the Joint RCM Plan;

Particulars

1. Malcolm Coleman was appointed as agent by express agreement

between the RCM Consortium and Malcolm Coleman and

AECOM Australia refers to sub-paragraph (d)(i) - (iii) above and


2. Further and in the alternative to 1 above, Malcolm Coleman's


(a) his appointments as alleged in sub-paragraph (d)(i) - (iii)


(b) the conduct of Malcolm Coleman and the RCM Consortium

in, and in connection with, the NSBT Project as further

alleged below at paragraph 40 herein.







(f) by reason of the matters alleged in sub-paragraph (d)(i) - (iii) above and, or in the

alternative, the matters alleged in sub-paragraph (e) above, had, at all material

times, the authority of the RCM Consortium and Flow Tolling or, in the alternative,

each member of the RCM Consortium and Flow Tolling individually, and the

responsibility, to co-ordinate and supervise, obtain and provide instructions,

directions and other inputs, feedback and assistance to, receive, review, approve

and accept reports, advice and other work product from, and communicate with:

(i) other members of the RCM Project Team and other employees of any

member of the RCM Consortium in connection with the NSBT Project; and


Commission and the NSBT Project,


46

(Coleman's Authority and Responsibilities).

Particulars


paragraphs (d)(i) - (iii) and (e) above.

2. Further and in the alternative to 1 above, Coleman's Authority and


from:

(a) Malcolm Coleman's appointments alleged in sub-

paragraphs (d)(i) - (iii) and (e) above; and, or in the

alternative

(b) Malcolm Coleman's actual role, as alleged further below at

paragraph 40 herein, in co-ordinating and supervising,

obtaining and providing instructions, directions and other

inputs, feedback and, or in the alternative, assistance to,

and, or in the alternative, in receiving, reviewing and

approving reports, advice and, or in the alternative, other

work product from, and, or in the alternative,

communicating with, other members of the RCM Project

Team, the RCM Consortium, other employees of a

member of the RCM Consortium and AECOM Australia in

connection with the NSBT Project at the request, and, or in

the alternative, with the knowledge and approval or

acquiescence, of Peter Hicks in the exercise of Hicks'

Authority and Responsibilities and, or in the alternative, the

RCM Consortium through at least Peter Hicks.







Duncan Olde

33. At all material times until 17 August 2005, Duncan Olde:

(a) was a senior manager employed by ABN AMRO in a role designated "Executive

Director Infrastructure Capital";

(b) had, or in the alternative, shared, responsibility for managing, for and on behalf of

ABN AMRO, toll road infrastructure projects in which ABN AMRO had an interest,

of which the NSBT Project was an example;

(c) had led, or otherwise occupied and discharged senior management roles in

respect of at least some of the Prior ABN AMRO Toll Road Projects, being the

CCT, LCT and M7, in the course of which he developed, and had, both Toll Road

Expertise and Traffic Forecasting Expertise;


47

Particulars










(d) acted for the RCM Consortium and Flow Tolling as:



the NSBT Project, together with Peter Hicks and Charles Mott; and

(iii) a member of the RCM Project Team;

Particulars


Bypass Tunnell [sic]. Response to Invitation for Expressions of

Interest for NSBT Concession dated May 2005

[RCG.001.001.3365].

2. Schedule A. Details of Respondent/Participants. North-South

Bypass Tunnell [sic]. Response to Invitation for Expressions of

Interest dated May 2005 [RCG.001.001.3541].

3. Project Overview and Initial Technical Briefing North-South

Bypass Tunnel: A Presentation to Project Financiers dated August

2005 [RCG.001.006.0385].







(e) further and in the alternative to sub-paragraph (d) above, was, and acted as, the

agent of the Sponsor Clients in connection with the NSBT Project Bid and the

NSBT Project and in the execution and fulfilment of the Joint RCM Plan;

Particulars

1. Duncan Olde was appointed as agent by express agreement

between the Sponsor Clients and Duncan Olde and AECOM

Australia refers to sub-paragraph (d) above and the particulars

thereto.

2. Further and in the alternative to 1 above, Duncan Olde's



48

(a) his appointments as alleged in sub-paragraph (d) herein;

and, or in the alternative

(b) the conduct of Duncan Olde and the Sponsor Clients in,


alleged below at paragraph 41 herein.







(f) by reason of the matters alleged in sub-paragraph (d) and (e) above, had the

authority of the Sponsor Clients, and the responsibility, to co-ordinate and

supervise and obtain and provide instructions, directions and other inputs,

feedback and assistance to, receive, review, approve and accept reports, advice

and other work product from, and communicate with:

(i) other members of the RCM Project Team and other employees of the

Sponsor Clients in connection with the NSBT Project; and



(Olde's Authority and Responsibilities).

Particulars


paragraphs (d) and (e) above.

2. Further and in the alternative to 1 above, Olde's Authority and


from:

(a) Duncan Olde's appointments alleged in sub-paragraphs (d)

and (e) above; and, or in the alternative

(b) Duncan Olde's actual role, as alleged further below at

paragraph 41 herein, in co-ordinating and supervising and

obtaining and providing instructions, directions and other

inputs, feedback and, or in the alternative, assistance to,

and, or in the alternative, in receiving, reviewing and

approving reports, advice and, or in the alternative, other

work product from, and, or in the alternative, communicate

with, other members of the RCM Project Team, AECOM

Australia and the Sponsor Clients in connection with the

NSBT Project at the request, and, or in the alternative, with

the knowledge and approval or acquiescence, of Peter

Hicks in the exercise of Hicks' Authority and

Responsibilities and, or in the alternative, the Sponsor

Clients through at least Peter Hicks.





49




AECOM Australia's NSBT Work

34. On or about 4 April 2005, AECOM Australia commenced AECOM Australia's NSBT

Work.

35. Between on or about 4 April 2005 and on or about 20 June 2006, AECOM Australia, in

the course of AECOM Australia's NSBT Work prepared, and delivered to the RCM

Consortium:

(a) forecasts of future NSBT traffic volumes for each of the Two Traffic Forecast

Scenarios as at 1 December 2005 (the December 2005 Traffic Forecast), which

were contained in both a written report dated 1 December 2005 and a written

report dated 7 December 2005 (together, the December 2005 Traffic Reports);

(b) forecasts of future NSBT traffic volumes for each of the Two Traffic Forecast

Scenarios as at 10 April 2006 (the April 2006 Traffic Forecast) which were

contained in a written supplementary report dated 10 April 2006 (the April 2006

NSBT Traffic Supplement); and

(c) forecasts of future NSBT traffic volumes for each of the Two Traffic Forecast

Scenarios as at 22 May 2006 (the May 2006 Traffic Forecast) which were

contained in a written report dated 22 May 2006 (the May 2006 Traffic Report),

(hereafter, the December 2005 Traffic Forecast, the April 2006 Traffic Forecast

and the May 2006 Traffic Forecast are, together, referred to as AECOM

Australia's Traffic Forecasts and the December 2005 Traffic Reports, the April

2006 NSBT Traffic Supplement and the May 2006 Traffic Report are, together,

referred to as AECOM Australia's Traffic Reports);

(d) the Summary Letter, which included the Forecasts; and

(e) a letter giving its consent (AECOM Australia's PDS Consent) to:

(i) being named in the PDS in the form and context in which it was named in

a draft of the PDS dated on or about 20 June 2006; and

(ii) the inclusion in the PDS of:

(A) the Summary Letter in the form and context in which it was

included in the PDS;

(B) AECOM Australia's Base Case forecasts (referred to in the

Summary Letter as forecasts under the "base" scenario" and

elsewhere in the PDS as "base scenario projections") in the form

and context in which they were included in the PDS;

(C) references to the Summary Letter and those forecasts in the form

and context in which they appeared in a draft of the PDS dated on

or about 20 June 2006,

(together, AECOM Australia's Consented Material).


50

Particulars

1. The December 2005 Traffic Reports [ACM.002.001.4568] and

[RCG.003.001.0245].

2. The April 2006 NSBT Traffic Supplement [ACM.001.038.4984].

3. The May 2006 Traffic Report [RCG.001.008.6302].

4. AECOM Australia's PDS Consent [ACM.001.015.4451].

5. PDS, page 137 [ACM.001.015.2211].

36. Each of AECOM Australia's Traffic Forecasts, each of AECOM Australia's Traffic

Reports, the Summary Letter and the AECOM Australia's PDS Consent were:

(a) a "Brisbane North South Bypass Tunnel Traffic and Transport Analyses Project

Output " within the meaning of AECOM Australia's Contract; and

(b) provided by AECOM Australia to the RCM Consortium pursuant, and subject, to,

the terms of AECOM Australia's Contract and:

(i) in the case of RCM Asset and RCM Operations, as the proposed

"Concessionaire" within the meaning of AECOM Australia's Contract; and

(ii) in the case of the other members of the RCM Group, as related body

corporates or affiliates of RCM Asset and RCM Operations within the

meaning of AECOM Australia's Contract.

RCM Project Team AECOM Australia actions

Hicks' AECOM Australia Actions

37. From in or about April 2005, Peter Hicks:

(a) engaged AECOM Australia;

(b) co-ordinated and supervised, provided instructions, directions and other inputs,

technical and other advice, feedback and assistance to, and received, reviewed

and accepted feedback, advice, reports and other work product from, AECOM

Australia regarding, or in connection with matters concerning, or arising from,

AECOM Australia's NSBT Commission and AECOM Australia's NSBT Work;

(c) further to sub-paragraph (b) above, participated in the preparation, review and, or

in the alternative, acceptance of what became AECOM Australia's Traffic

Forecasts, AECOM Australia's Traffic Reports and the Summary Letter; and

(d) communicated with AECOM Australia, with the RCM Consortium and with other

members of the RCM Project Team, regarding, or in connection with, AECOM

Australia's NSBT Work,

(together, Hicks' AECOM Australia Actions).

Particulars

Hicks' AECOM Australia Actions as alleged above are illustrated in, and by, the

following documents:

1. Email from Peter Hicks to Robert Morris and others dated 14 June 2005 at

14.53 entitled "Traffic Meeting Wednesday 15th at 3pm postponed" and


51

attachment NSBT Traffic Progress 14 June 2005, [ACM.001.019.2710]

and attachment [ACM.001.019.2712].

2. Email from David Plowman to Robert Morris copied to Peter Hicks and

others, sent at 9.41am on 23 June 2005 entitled "NSBT-Traffic -X

Factors", [RCG.001.001.4679].

3. Email from Peter Hicks to David Plowman and Robert Morris, sent at

10.25am on 23 June 2005 entitled "NSBT-Traffic -X Factors",

[RCG.001.001.4683].

4. Email from Phillip Brogan to Robert Morris, copied to Peter Hicks and

others sent at 5.28pm on 8 July 2005 entitled "NSBT T&T-SPRP",

[ACM.007.002.0463].

5. Email from Phillip Brogan to Peter Hicks, Robert Morris and others, at

10:14am on 16 July 2005, entitled “NSBT T&T – Summary”, attaching

Memorandum dated 16 July 2005, from Philip Brogan to Peter Hicks,

Robert Morris and others, entitled, “NSBT T&T – Progress Update",


6. Email from David Plowman to Peter Hicks and Robert Morris, copied to

others sent at 3.14pm on 21 July 2005, entitled "NSBT-Expansion

Factors" with attachment entitled "NSBT-Expansion Factors Approach",

[RCG.001.001.5472] and attachments [RCG.001.001.5473],

[RCG.001.001.5474].

7. Email from Robert Morris to Peter Hicks and another, copied to Keith

Long, sent at 6.23pm on 21 July 2005 entitled "RE: NSBT - Expansion

Factors" with attached spreadsheet "Expansion1.xls", [RCG.001.001.5628]

and attachment [RCG.001.001.5630].

8. Email from Alan Broadbent to Peter Hicks and Robert Morris, sent at

5.36pm on 27 July 2005 entitled "Calibration Audit- PB Requirements"

with attachment entitled "Traffic Modelling Audit by PB.doc",


9. Email from Deborah Hutchison to David Plowman, copied to Peter Hicks,

Robert Morris and others, sent at 7.44am on 28 July 2005 entitled "RE:

NSBT traffic modelling road network assumptions maps, "final" versions

as at 28 July" with attachment entitled "Network Assumptions V4.xls",


10. Email from Robert Morris to Peter Hicks, Keith Long and others, sent at

9.41am on 2 August 2005 entitled "RE: Updated: RCM Traffic Meeting",

[RCG.001.001.6164].

11. Email from Robert Morris to Peter Hicks and Keith Long sent at 5.10pm

on 8 August 2005 entitled "RE: Expansion Factors" with attachment

entitled "NSBT ATC Count Analysis.xls", [RCG.001.001.6853] and

attachment [RCG.001.001.6854].

12. Email from Keith Long to Peter Hicks and Robert Morris, sent at 5.59pm

on 8 August 2005 entitled "RE: Expansion factors", [RCG.001.001.6855].


Long, sent at 9.43pm on 11 August 2005, entitled "RE: Journey Time


52

Data" with attachment entitled "JTS Analysis BobMorris RFM.xls",


14. Email from Robert Morris to David Tucker, copied to Peter Hicks, Keith

Long and others, sent at 1.58pm on 15 August 2005 entitled "RE: Journey

Time Data" with attachments, [ACM.001.034.8154] and attachments

[ACM.001.034.8159] and [ACM.001.034.8160].

15. Email from Peter Hicks to Matthew McCarthy copied to Philip Brogan,

sent at 10:48am on 19 August 2005, entitled “Fwd: Couple of Issues”,

[ACM.007.002.1410].

16. Email from Matthew McCarthy to Peter Hicks, Robert Morris, Keith Long

and others, sent at 17:32 on 22 August 2005, entitled “River City

Expansion Factors”, with attachment entitled “DRAFT River City Motorway

Expansion factors.doc”, [ACM.001.032.5142] and attachment

[ACM.001.032.5143].

17. Email from Keith Long to Matthew McCarthy and Robert Morris, copied to

Peter Hicks and others, sent at 1.47pm on 24 August 2005, entitled "RE:

River City Expansion Factors", [ACM.001.034.8105].

18. Email from Keith Long to Robert Morris and another, copied to Peter

Hicks and others, sent at 6.34am on 25 August 2005 entitled "RE: River

City Expansion Factors", [ACM.001.034.8109].

19. Email from Keith Long to Peter Hicks and Robert Morris, sent at 9.17am

on 29 August 2005 entitled "RE: Model Results- revised Journey Time

Reporting- 12:30 27/08/05", [ACM.001.062.7591].

20. Email from Philip Brogan, to Peter Hicks, sent at 8:33am on 30 August

2005, entitled “Sandy’s inputs”, with attachment entitled “Traffic Report

missing inputs 23Aug05.doc”, [ACM.001.034.3246] and attachment

[ACM.001.034.3248].

21. Email from Keith Long to Matthew McCarthy and copied to Peter Hicks

and others, sent at 16:33 on 31 August 2005, entitled “RE” NSBT –

Expansion Factors”, [ACM.001.034.0827].

22. Email from Keith Long to Matthew McCarthy, Peter Hicks and others, sent

at 13:13pm on 1 September 2005, entitled “RE: RCM Model Runs

01Sep05”, [ACM.001.062.7499].

23. Email from Keith Long to Matthew McCarthy, Peter Hicks, Robert Morris

and others, sent at 1.46pm on 1 September 2005, entitled “RE: RCM

Model Results 31Aug05", [ACM.001.062.7496] and attachment

[ACM.001.062.7498].

24. Email from Robert Morris to Peter Hicks and David Plowman, copied to

Keith Long, sent at 3.36pm on 4 September 2005, entitled "Expansion

Factors" with attachments, [RCG.001.001.7793] with attachments

[RCG.001.001.7794], [RCG.001.001.7795] and [RCG.001.001.7796].

25. Email from David Plowman to Peter Hicks, copied to Keith Long and

Robert Morris sent at 6.26am on 5 September 2005 entitled "Expansion

Factors Combined Approach" with attachments, [RCG.001.001.7811] with

attachments [RCG.001.001.7812], [RCG.001.001.7825],

[RCG.001.001.7826] and [RCG.001.001.7827].


53


Keith Long, sent at 8.43am on 5 September 2005, entitled "RE: Expansion

Factors Combined Approach" with attachments, [RCG.001.001.7848] with

attachments [RCG.001.001.7851] and [RCG.001.001.7852].


and others, sent at 9.30am on 9 September 2005 entitled "RCM AM Peak

Volumes", with attachments, [ACM.001.034.3412] with attachments

[ACM.001.034.3414], [ACM.001.034.3415] and [ACM.001.034.3416].

28. Email from Peter Hicks to Robert Morris, Keith Long and others, sent at

8.27am on 15 September 2005 entitled "RE:RCM Traffic Model Results

14Aug05", [ACM.001.034.0963].


and others, sent at 4.05pm on 15 September 2005, entitled "RE: RCM

Traffic Model Result 14Aug05", [ACM.001.034.3298] and attachments

[ACM.001.034.3302], [ACM.001.034.3303] and [ACM.001.034.3304].

30. Email from Matthew McCarthy to Peter Hicks, Keith Long, Robert Morris


Traffic Model Result 14Aug05", [ACM.001.035.5370].

31. Email from Tracey Pershouse to Sandy Thomas, copied to Peter Hicks

and others, sent at 12:13pm on 19 September 2005, entitled “RE:

Presentation Comments, additions”, [ACM.001.038.3289] and attachment

[ACM.001.038.3290].

32. Email from Tracey Pershouse to Sandy Thomas, copied to Peter Hicks

and others, sent at 12:18pm on 20 September 2005, entitled “Expanded

EIS comparison with am peak volumes”, [ACM.001.038.3285],

[ACM.001.038.3287] and [ACM.001.038.3288].


and others, sent at 12.38pm on 20 September 2005, entitled "RCM Toll

Price Sensitivity Results", [ACM.001.034.3317] with attachment

[ACM.001.034.3318].


and others, sent at 2.20pm on 20 September 2005, entitled "Re: RCM Toll


[ACM.001.034.3335].

35. Email from Peter Hicks to Amanda Copping, Charles Mott and others,

copied to Robert Morris and others, sent at 9:09 on 23 September 2005,

entitled "Traffic Report - Draft One", [ACM.001.035.4680].

36. Email from Keith Long to Peter Hicks and Robert Morris sent at 12.25pm

on 27 September 2005 entitled "RE: RCM Toll Price Sensitivity Results",

[ACM.001.038.2417] with attachment [ACM.001.038.2421].

37. Email from Peter Hicks to Alan Broadbent, sent at 7:01am on 12 October

2005, entitled “Re: NSBT Story”, attaching a document entitled “Analysis

of CBD Trips” containing Peter Hicks' mark-up on an AECOM Australia

draft, [ACM.007.002.2416] with attachments [ACM.007.002.2418],

[ACM.007.002.2419], [ACM.007.002.2420], [ACM.007.002.2421], and

[ACM.007.002.2426].


54

38. Email from Alan Broadbent to Peter Hicks, sent at 12:19pm on 12 October

2005, entitled “RE: NSBT Story”, with attachment entitled “The NSBT

Story”, [ACM.001.112.6768] with attachment [ACM.001.112.6772].

39. Email from Thao Oakey to Peter Hicks and others, sent at 9.20am on 20

October 2005, entitled "Sponsor meeting", [RCG.001.001.9352].

40. Email from Peter Hicks to Alan Broadbent and others, sent at 6:36am on

27 October 2005, entitled “RE: Traffic Report Changes”,

[ACM.001.033.7030] with attachments [ACM.001.033.7032] and

[ACM.001.033.7033].

41. Email from Peter Hicks to Sandy Thomas, sent at 15:36 on 29 October

2005, entitled "Comments on Traffic Report", [ACM.001.111.5985] and

attachments [ACM.001.111.5987], [ACM.001.111.5988] and

[ACM.001.111.5989].

42. Email from Sandy Thomas to Alan Broadbent sent at 12.50pm on 31

October 2005 entitled “ConnectEast Product Disclosure Statement of

October 2004”, [ACM.001.038.3602] and attachment

[ACM.001.038.3603].

43. Email from Sandy Thomas to Peter Hicks and, copied to Alan Broadbent,

sent at 11:30 on 2 November 2005 entitled "Traffic report: revised section

2.10 with updated drawings of alignments", [ACM.001.038.3761] and


44. Email from Keith Long to Peter Hicks, sent at 8:36am on 7 November

2005, entitled “RE: RCM”, [ACM.001.037.8897].

45. Email from Keith Long to Alan Broadbent and Peter Hicks, sent at 12:10

on 12 November 2005, entitled “RE: Expansion factors for non CBD trips”,


46. Email from Alan Broadbent to Peter Hicks, sent at 12:44 on 14 November

2005, entitled “Expansion factor note – (Non Cbd Uplift)”,


47. Email from Peter Hicks to Robert Morris and others, sent at 5.53pm on 15

November 2005, entitled "RE: Materials from this morning's EWG",


48. Email from Peter Hicks to Stuart Marks sent at 4.38pm on 22 November

2005 entitled “RE: PDS page turn at 3pm”, [ACM.001.038.2839] and


49. Email from Peter Hicks to Sandy Thomas sent at 3.54pm on 26 November

2005 entitled “FW: PDS Traffic Report – Disclaimer”, [ACM.001.038.2579]


50. Email from Ashley Yelds to Peter Hicks sent at 12.13pm on 30 November

2005 entitled “RE: Traffic Forecast PDS”, [ACM.001.033.9117] and


51. Email from Alan Broadbent to Peter Hicks, copied to others, sent at 12:47

on 30 November 2005, entitled “PDS Traffic Report – Maunsell

Comments”, [ACM.001.021.7960] with attachment [ACM.001.021.7963].


55

52. Email from Peter Hicks to Ashley Yelds sent at 5.04pm on 30 November

2005 entitled “RE: Traffic Forecast PDS”, [ACM.001.033.8752] with


53. Email from Peter Hicks to Denis Johnston and Ashley Yelds and copied to

others, sent at 10:55am on 1 December 2005, entitled “RE: Traffic

Forecast PDS”, [ACM.001.033.8747].

54. Email from Alan Broadbent to Stuart Marks cc Peter Hicks sent at

12.26pm on 1 December 2005 entitled “Revised text for the Maunsell PDS

report”, [ACM.001.038.3235] with attachment [ACM.001.038.3236].

55. Email from Jabe Jerram to Peter Hicks and copied to others, sent at

6:01pm on 1 December 2005, entitled “RE: Revised text for the Maunsell

PDS report”, [ACM.001.038.3244].

56. The December 2005 Traffic Reports, [ACM.002.001.4568] and

[RCG.003.001.0245].

57. Email from Peter Hicks to Richard Jagger, copied to others, sent at

5:51am on 16 March 2006, entitled “RE: Unconstrained traffic”,

[ACM.001.038.4987].

58. Email from Alan Broadbent to Peter Hicks, sent at 12:45pm on 31 March

2006, entitled “$3.50 Expansion Factor Note”, [ACM.001.033.7187] with


59. North South Bypass Tunnel Project Minutes of Due Diligence Committee

Meeting No 1, dated 5 April 2006 [RCG.012.005.0072].

60. The April 2006 NSBT Traffic Supplement [ACM.001.038.4984].


Meeting No 2, dated 1 May 2006 [RCG.012.001.0045].

62. Email from Sandy Thomas to Alan Broadbent, sent at 3.53pm on 2 May

2006 entitled “ABN comments on Maunsell letter on section 9 of PDS”,

attaching email from Peter Hicks to Jabe Jerram cc others sent at 1.05am

on 2 May 2006 entitled “RE: NSBT PDS”, [ACM.001.038.5682] with

attachments [ACM.001.038.5683] and [ACM.001.038.5685].

63. Email from Richard Jagger to Robert Morris, Peter Hicks and others, sent

at 2:31pm on 5 May 2006, entitled "Traffic DDSC" attaching document

entitled "Traffic Due Diligence Subcommittee: Key Issues Report", dated 5

May 2006, [ACM.001.111.6657] and attachment [ACM.001.111.6658].

64. Email from Robert Morris to Richard Jagger and Scott Markwick, copied to

Peter Hicks and others, sent at 10.39am on 9 May 2006, entitled "RE:

DDC Traffic - further comment on exec summary", [ACM.001.033.7434].

65. Email from Michael Neal to Peter Hicks, Alan Broadbent and others sent

at 11.07pm on 7 May 2006 entitled “Re: Investor presentation”,

[ACM.001.049.4465].

66. Email from Peter Hicks to Scott Markwick and Richard Jagger cc Robert

Morris and others dated 11 May 2006 sent at 05.35, entitled "RE: Traffic

DDSC", [ACM.001.033.7420].


56

67. Email from Richard Jagger to Peter Hicks and others, sent at 15:51 on 11

May 2006, entitled "Traffic DDSC 11 May Agenda" attaching the agenda

for the Traffic Due Diligence Subcommittee meeting held on 11 May 2006

and the Traffic Due Diligence Subcommittee: Key Issues Report,


[ACM.001.091.9647].


Meeting No 3, dated 12 May 2006 [RCG.005.005.0080].

69. Email from Peter Hicks to Malcolm Haack and Thao Oakey sent at

8.28am on 19 May 2006, entitled “RE: PDS clause re availability of

Maunsell report”, [ACM.001.015.3159].


71. Email from Thao Oakey to Malcolm Haack sent at 11.52am on 23 May

2006 entitled “RE: Indemnity”, [ACM.001.015.3468] and attachment

[ACM.001.015.3473].

72. Email from Malcolm Haack to Peter Hicks and copied to others, sent at

5:00pm on 26 May 2006, entitled “NSBT update”, [ACM.001.015.3050].

73. Email from Peter Hicks to Alan Broadbent sent at 10.16am on 29 May

2006 entitled “RE: NSBT – PDS Verification”, [ACM.001.015.3228].

74. Email from Peter Hicks to Malcolm Haack sent at 6.01am on 1 June 2006

entitled “RE: Copy of Final Draft of Investigating Accountants Report”,


75. Email from Peter Hicks to Malcolm Haack sent at 10.59am on 1 June

2006 entitled “RE: PDS Summary Letter”, [ACM.001.015.3143]






Morris' AECOM Australia Actions

38. From in or about April 2005, Robert Morris:

(a) supervised, provided instructions, directions and other inputs, technical and other

advice, feedback and assistance to, and received, reviewed and accepted

feedback, advice, reports and other work product from, AECOM Australia

regarding, or in connection with matters concerning, or arising from, AECOM

Australia's NSBT Commission and AECOM Australia's NSBT Work;

(b) further to sub-paragraph (a) above, participated in the preparation, review, and, or


Forecasts and AECOM Australia's Traffic Reports; and

(c) communicated with AECOM Australia, with the RCM Consortium and with other



(together, Morris' AECOM Australia Actions).


57

Particulars

Morris' AECOM Australia Actions as alleged above are illustrated in, and by, the


1. Email from Peter Hicks to Robert Morris and others, sent at 14.53 on14

June 2005 entitled "re Traffic Meeting Wednesday 15th at 3pm

postponed" and attachment entitled "NSBT Traffic Progress 14 June

2005", [ACM.001.019.2710] and attachment [ACM.001.019.2712].

2. Email from David Plowman to Robert Morris, copied to Peter Hicks and

others, sent at 9.41am on 23 June 2005 entitled "NSBT-Traffic-X Factors",

[RCG.001.001.4679].

3. Email from Peter Hicks to David Plowman and Robert Morris, sent at

10.25am on 23 June 2005 entitled "NSBT-Traffic-X Factors",

[RCG.001.001.4683].


others sent at 5.28pm on 8 July 2005 entitled "NSBT T&T-SPRP",

[ACM.007.002.0463].

5. Email from Robert Morris to Philip Brogan, sent at 20.05 on 8 July 20.05

entitled "RE: NSBT T&T - SPRP", [ACM.001.019.2873].

6. Email from Philip Brogan to Robert Morris and others, copied to Peter

Hicks and others, sent at 11.51am on 13 July 2005, entitled "RE: NSBT

T&T", [ACM.001.063.1281].

7. Email from Philip Brogan to Adam Chittendon and others including

Duncan Olde sent at 10:30am on 16 July 2005, entitled "NSBT T&T

Progress - Week 15" with attachments entitled "NSBT T&T Progress

Week 15.doc" and "NSBT T&T Fee Status Week 15.xls",

[ACM.001.004.3003] with attachments [ACM.001.004.3004],

[ACM.001.004.3007] and [ACM.001.004.3008].

8. Email from Phillip Brogan to Peter Hicks, Robert Morris and others, at

10:14am on 16 July 2005, entitled “NSBT T&T – Summary”, attaching a

memorandum dated 16 July 2005, from Philip Brogan to Peter Hicks,

Robert Morris and others, entitled, “NSBT T&T – Progress Update",


9. Email from David Plowman to Peter Hicks and Robert Morris, copied to

others sent at 3.14pm on 21 July 2005, entitled "NSBT-Expansion

Factors" with attachment entitled "NSBT- Expansion Factors Approach",

[RCG.001.001.5472] and attachment [RCG.001.001.5473].





11. Email from Alan Broadbent to Peter Hicks and Robert Morris, sent at

5.36pm on 27 July 2005 entitled "Calibration Audit-PB Requirements" with

attachment entitled "Traffic Modelling Audit by PB.doc",



58

12. Email from Deborah Hutchison to David Plowman, copied to Peter Hicks,

Robert Morris and others, sent at 7.44am on 28 July 2005 entitled "RE:

NSBT traffic modelling road network assumptions maps, "final" versions

as at 28 July" with attachment entitled "Network Assumptions V4.xls",



9.41am on 2 August 2005 entitled "Re: Updated: RCM Traffic Meeting",

[RCG.001.001.6164].












Long and others, sent at 1.58pm on 15 August 2005 entitled "RE: Journey

Time Data" [ACM.001.034.8154] and attachments [ACM.001.034.8159]

and [ACM.001.034.8160].


and others, sent at 17:32 on 22 August 2005, entitled “River City

Expansion Factors”, with attachment entitled “DRAFT River City Motorway

Expansion factors.doc”, [ACM.001.032.5142] and attachment

[ACM.001.032.5143].


Peter Hicks and others, sent at 1.47pm on 24 August 2005, entitled "RE:

River City Expansion Factors", [ACM.001.034.8105].

20. Email from Keith Long to Robert Morris and another, copied to Peter

Hicks and others, sent at 6.34am on 25 August 2005 entitled "Re: River

City Expansion Factors", [ACM.001.034.8109].



Reporting- 12:30 27/08/05", [ACM.001.062.7591].




[ACM.001.062.7498].



Factors", [RCG.001.001.7793] with attachments [RCG.001.001.7794],

[RCG.001.001.7795] and [RCG.001.001.7796].


Robert Morris sent at 6.26am on 5 September 2005 entitled "Expansion


59

Factors Combined Approach", [RCG.001.001.7811] with attachments

[RCG.001.001.7812], [RCG.001.001.7825], [RCG.001.001.7826] and

[RCG.001.001.7827].



Factors Combined Approach",[RCG.001.001.7848] with attachments

[RCG.001.001.7851] and [RCG.001.001.7852].



Volumes", [ACM.001.034.3412] with attachments [ACM.001.034.3414],

[ACM.001.034.3415] and [ACM.001.034.3416].


8.27am on 15 September 2005 entitled "RE: RCM Traffic Model Results

14Aug05", [ACM.001.034.0963].



Traffic Model Result 14Aug05" [ACM.001.034.3298] and attachments

[ACM.001.034.3302], [ACM.001.034.3303] and [ACM.001.034.3304].

29. Email from Matthew McCarthy to Peter Hicks, Keith Long, Robert Morris


Traffic Model Result 14Aug05", [ACM.001.035.5370].


and others, sent at 12.38pm on 20 September 2005, entitled "RCM Toll


[ACM.001.034.3318].


and others, sent at 2.20pm on 20 September 2005, entitled "Re: RCM Toll


[ACM.001.034.3335].


copied to Oleg Vornik and others, sent at 09:09 on 23 September 2005,


33. Email from Keith Long to Peter Hicks and Robert Morris sent at 12:25pm



34. Email from Peter Hicks to Robert Morris and others, sent at 5:53pm on 15

November 2005, entitled "RE: Materials from this morning's EWG",


35. Email from Richard Jagger to Robert Morris, Peter Hicks and others, sent

at 2:31pm, on 5 May 2006, entitled "Traffic DDSC" attaching document

entitled "Traffic Due Diligence Subcommittee: Key Issues Report", dated 5

May 2006 [ACM.001.111.6657] with attachment [ACM.001.111.6658].

36. Email from Robert Morris to Richard Jagger and Scott Markwick, copied to

Peter Hicks and others, sent at 10:39am on 9 May 2006, entitled "RE:

DDC Traffic - further comment on exec summary", [ACM.001.033.7434].


60

37. Email from Peter Hicks to Scott Markwick and Richard Jagger cc Robert

Morris and others sent at 05:35 on 11 May 2006, entitled "RE: Traffic

DDSC", [ACM.001.033.7420].


Meeting No 1, dated 5 April 2006, [RCG.012.005.0072].


Meeting No 2, dated 1 May 2006, [RCG.012.001.0045].

40. Email from Richard Jagger to Peter Hicks and others, sent at 15:51 on 11

May 2006, entitled "Traffic DDSC 11 May Agenda" attaching the agenda

for the Traffic Due Diligence Subcommittee meeting held on 11 May 2006

and the Traffic Due Diligence Subcommittee: Key Issues Report,

[ACM.001.091.9645] with attachments, [ACM.001.091.9646] and

[ACM.001.091.9647].








Mott's AECOM Australia Actions

39. From in or about April 2005, Charles Mott:

(a) supervised, provided instructions, directions and other inputs, technical and other

advice, feedback and, or in the alternative, assistance to, and received, reviewed

and accepted feedback, advice, reports and other work product from, AECOM


AECOM Australia's NSBT Commission and AECOM Australia's NSBT Work;

(b) further to sub-paragraph (a) above, participated in the preparation, review, and, or


Forecasts and AECOM Australia's Traffic Reports; and


members of the RCM Project Team, regarding, or in connection with AECOM


(together, Mott's AECOM Australia Actions).

Particulars

Mott's AECOM Australia Actions as alleged above are illustrated in, and by, the


1. Email from Peter Hicks to Robert Morris and others sent at 2:54pm on 14

June 2005 entitled "Traffic Meeting Wednesday 15th at 3pm postponed"

attaching "NSBT Traffic Progress 14 June 2005", [ACM.001.019.2710]


2. Email from Ben Cooper to Shaun Tabone, Philip Brogan and others,

copied to Peter Hicks, Charles Mott and others, sent at 12:11 on 7 April


61

2005, entitled "NSBT - Minutes to 7 April PAX Workshop", attaching a

document entitled "NSBT Traffic Workshop Output", [ACM.001.019.1213]


3. Email from Alan Broadbent to Philip Brogan and others, copied to Stuart

Dalziel and others, sent at 09:05 on 27 May 2005, entitled "Technical

Modelling Meeting with the Banks", [ACM.001.012.9841].

4. Email from Peter Hicks to Charles Mott and others, sent at 14:53 on 14

June 2005, entitled "Traffic Meeting Wednesday 15th at 3pm postponed",

with attachment entitled "NSBT Traffic Progress 14 June 2005",


5. Email from Alan Broadbent to Charles Mott, copied to Ian Sinclair, sent at

08:12 on 11 July 2005, entitled "Sydney Focus Groups",

[ACM.001.038.2136].

6. Email from Duncan Olde to David Plowman, copied to Charles Mott and

others, sent at 14:30 on 11 July 2005, entitled "Re: NSBT - Financiers

initial Roadshow", and attachment entitled "Roadshow agenda",


7. Email from Thao Oakey to David Plowman and Duncan Olde, copied to

Charles Mott and others, sent at 15:02 on 11 July 2005, entitled "RE:

NSBT - Financiers initial "Roadshow", [RCG.001.001.5077].

8. Email from Charles Mott to Alan Broadbent and others, sent at 14:35 on

17 July 2005, entitled "RE: River City Motorway Focus Groups",

[ACM.001.034.4687].


copied to Nicholas Entsch and others, sent at 07:18 on 5 September

2005, entitled "Almost Final Traffic Runs", and attachment entitled "Equity

2011 (0290)", [ACM.007.002.1666] with attachment [ACM.007.002.1668].


copied to Oleg Vornik and others, sent at 09:09 on 23 September 2005,


11. Email from Peter Hicks to Charles Mott, sent at 09:28 on 10 October

2005, entitled "RE: The Hard Questions", attaching a document entitled

"051004_RCM_Traffic Model Issues 10Oct05", [NIR.001.001.0028] with


12. Email from Adam Chittendon to Peter Hicks, copied to Charles Mott,

Duncan Olde and Richard Jagger, sent at 4.22pm on 11 October 2005,

entitled "NSBT-Traffic Review Queries", [ACM.001.033.6652] with



sent at 13:30 on 18 October 2005, entitled "Meeting with Calum

Hutcheson", and attachment entitled "CHutch Question 18Oct05",


14. Email from Nicholas Entsch to Peter Hicks, copied to Charles Mott and

others, sent at 09:13 on 26 October 2005, entitled "NSBT Q&A", and

attachments entitled "051025_RCM_NSBT growth" and


62

"051025_RCM_Q&A.doc", [ACM.001.111.6254] and attachments

[ACM.001.111.6255] and [ACM.001.111.6256].

15. Email from Thao Oakey to Peter Hicks, Charles Mott and others, sent at

9:20am on 19 October 2005 entitled "Sponsor meeting"

[RCG.001.001.9352].

16. Email from Duncan Olde to Thao Oakey, Peter Hicks, Charles Mott and

others, sent at 13:56 on 20 October 2005, entitled "RE: Sponsor meeting",

[RCG.001.001.9366].

17. Email from Peter Hicks to Nicholas Entsch and others, copied to Frank

Schramm and Charles Mott, sent 05:43 on 26 October 2005, entitled

"Babcock and Brown", and attachment entitled "B&B Question 26Oct05",


18. Email from Nicholas Entsch to Peter Hicks, copied to Charles Mott and

Alan Broadbent, sent at 08:32 on 7 November 2005, entitled "Q&A", and

attachments entitled "051106_RCM_BBC questions waiting" and

"051025_RCM_NSBT growth", [ACM.001.033.7000] and attachments

[ACM.001.033.7001] and [ACM.001.033.7003].

19. Email from Peter Hicks to Stuart Marks, Charles Mott and others, copied

to Richard Jagger and others, sent at 17:53 on 15 November 2005,

entitled "RE: Materials from this morning's EWG", and attachment entitled

"AMP 15Nov05", [ACM.001.111.5874] and attachment

[ACM.001.111.5877].

20. Email from Peter Hicks to Denis Johnston, copied to Charles Mott and

Alan Broadbent, sent at 18:00 on 17 November 2005, entitled "Papers in

advance of phone call", and attachment entitled "Bilfinger Berger

17Nov05", [ACM.001.033.7005] and attachment [ACM.001.033.7006].




Meeting No 1, dated 5 April 2006, [RCG.012.005.0072].




Meeting No 4, dated 13 June 2006, [RCG.005.007.0001].






Coleman's AECOM Australia Actions

40. From no later than mid-August 2005 until on or about 16 May 2006, Malcolm Coleman:

(a) received, reviewed and accepted feedback, advice, reports and other work

product from AECOM Australia regarding, or in connection with matters


63

concerning, or arising from, AECOM Australia's NSBT Commission and AECOM

Australia's NSBT Work;

(b) further to sub-paragraph (a) above, participated in the review and, or in the

alternative, acceptance of what became AECOM Australia's Traffic Forecasts and

AECOM Australia's Traffic Reports; and




(together, Coleman's AECOM Australia Actions).

Particulars

Coleman's AECOM Australia Actions as alleged above are illustrated in, and by,

the following documents:

1. Email from Peter Hicks to Charles Mott and others sent at 15:20 on 16

August 2005, entitled "Welcome to additional ABN AMRO resources",

[ACM.001.019.2717].

2. Email from Stuart Dalziel to Peter Hicks and others including Malcolm

Coleman sent at 15:55 on 19 August 2005, entitled "NSBT T&T Progress -

Week 20" with attachments entitled "NSBT T&T Progress Week 20.doc"

and NSBT T&T Fee Status Week 20.xls", [ACM.001.027.1113] and


3. Email from Peter Hicks to Amanda Copping and others including Malcolm

Coleman sent at 07:18 on 5 September 2005, entitled "Almost Final

Traffic Runs" with attachment entitled "Equity 2011 (0290).xls",


4. Email from Peter Hicks to Peter Hicks and others and copying Richard

Jagger and others including Malcolm Coleman sent at 15:50 on 13

September 2005, entitled "Traffic Presentation - Next Monday/Tuesday"

with attachment entitled "NSBT Traffic Presentatrions.zip",



Coleman sent at 09:09 on 23 September 2005, entitled "Traffic Report -

Draft One", [ACM.001.035.4680].

6. Email from Peter Hicks to Richard Jagger copying in Malcolm Coleman

and others sent at 04:37 on 3 October 2005, entitled "RE: Questions

raised", [ACM.001.111.5983].

7. Email from Michael Hermans to Malcolm Coleman, Amanda Copping and

Richard Jagger sent at 04:43 on 5 October 2005, entitled "Re: NSBT

Traffic etc" with attachment entitled "Traffic Excertps.xls",



Coleman sent at 14:30 on 18 October 2005, entitled "FW: Meeting with

Calum Hutcheson" with attachment entitled "CHutch Question

18Oct05.doc", [ACM.001.037.9035] and attachment [ACM.001.037.9037].


64

9. Email from Thao Oakey to Peter Hicks and others including Malcolm

Coleman sent at 09:20 on 20 October 2005, entitled "Sponsor meeting",

[RCG.001.001.9352].

10. Email from Peter Hicks to Stuart Marks and others including Malcolm

Coleman sent at 17:53 on 15 November 2005, entitled "RE: Materials

from this morning's EWG" with attachment entitled "AMP 15nov05.doc",


11. Email from Malcolm Coleman to Peter Hicks and others sent at 09:26 on

23 November 2005, entitled "QTC Review of TransApex Projects" with

attachment entitled "QTC_Review.doc", [RCG.001.002.2675] and


12. Email from Peter Hicks to David Plowman and others including Malcolm

Coleman sent at 08:20 on 4 December 2005, entitled "RE: NSBT - Final

Draft of ECR", [RCG.001.002.3537].






Olde's AECOM Australia Actions

41. From no later than in or about April 2005 to on or about 17 August 2005, Duncan Olde:

(a) provided inputs and feedback and assistance to, and received, reviewed and

accepted feedback, advice, reports and other work product from, AECOM


AECOM Australia's NSBT Commission and AECOM Australia's NSBT Work; and

(b) communicated with AECOM Australia, with the Sponsor Clients and with other



(together, Olde's AECOM Australia Actions).

Particulars

Olde's AECOM Australia Actions as alleged above are illustrated in, and by, the


1. Email from Peter Hicks to Adam Chittendon and others including Duncan

Olde, sent at 8:43am on 6 May 2005, entitled "FW: From NSBT Integrated

Project Team on NSBT - Data Room Update", [ACM.001.020.7744].

2. Email from Philip Brogan to Alan Broadbent and others including Duncan

Olde, sent at 6:57am on 12 May 2005, entitled "NSBT T&T Progress

Meeting Week 6 -Actions", [ACM.001.027.1162].

3. Email from Peter Hicks to Bob Hunter and others including Duncan Olde,

sent at 1:32pm on 13 May 2005, entitled "RE: Respondents External

Tender Costs", [RCG.001.001.3608].


65


Duncan Olde, sent at 15:49 on 15 May 2005, entitled "NSBT T&T - Week

6", [ACM.001.019.1372].

5. Email from Peter Hicks to Michael Batchelor and others including Duncan

Olde, sent at 4:26pm on 17 May 2005, entitled "Meeting to finalise

Maunsell arrangement re traffic modelling on NSBT",

[ACM.001.016.2287].


Olde, sent at 12:09 on 20 May 2005, entitled "FW: Letter from

Queensland Motorway re Involvement NSBT" and attachment entitled "Let

QM Involvement NSBT.pdf", [RCG.001.001.3924] and attachment

[RCG.001.001.3925].

7. Email from Peter Hicks to Peter Hicks, Duncan Olde and others, sent at

12:21pm on 20 May 2005, entitled "Meeting with Tracey Purshouse re

explanation of Maunsell approach", [ACM.001.063.2940].

8. Email from Duncan Olde to Ian Sinclair and others, sent at 15:02 on 22

May 2005, entitled "Re: NSBT - Key Messages" and attachment entitled

"NSBT key messages 050519 (ABN Comment).doc", [RCG.001.001.3961]



Olde, sent at 5.27pm on 24 May 2005, entitled "Thursday Traffic Meeting

3-5pm", [ACM.001.063.2907].

10. Email from Peter Hicks to Philip Brogan and others including Duncan

Olde, sent at 08:53 on 26 May 2005, entitled "Re: Thursday Traffic

Meeting 3-5pm", [ACM.001.063.2907].

11. Email from Thao Oakey to Charles Mott, Duncan Olde and others, sent at

12:47 on 27 May 2005, entitled "NSBT Sponsor meeting outcomes" with

attachment entitled "Outcomes May 25.doc", [RCG.001.001.4126] and



Duncan Olde, sent at 14:27 on 29 May 2005, entitled "NSBT T&T

Progress - Week 8" with attachments entitled "NSBT T&T Progress -

Week 8.doc", "NSBT T&T Fee Status Week 8.xls", "2005_2305

Demographic and Socio-Economic Forecasts.doc", [ACM.001.012.9844]

and attachments [ACM.001.012.9845], [ACM.001.012.9847] and

[ACM.001.012.9848].

13. Email from Duncan Olde to Philip Brogan, sent at 2:41pm on 29 May

2005, entitled "Re: NSBT T&T Progress - Week 8", [ACM.001.019.1962].

14. Email from Philip Brogan to Adam Chittendon and others, Including

Duncan Olde sent at 12:19 on 7 June 2005, entitled "NSBT T&T Progress

- Week 9" with attachments entitled "NSBT T_T Progress Week 9.doc",

"NSBT T&T Fee Status Week 9.xls", [ACM.001.013.2803] and


15. Email from Thao Oakey to Duncan Olde and others, sent at 1:49pm on 7

June 2005, entitled "Agenda - Sponsors meeting tomorrow 1:30pm at Bid

office", [RCG.001.001.4382].


66

16. Email from Peter Hicks to Thao Oakey, Duncan Olde and others, sent at

12:10 on 8 June 2005, entitled "Re: Agenda - Sponsors meeting tomorrow

1:30pm at Bid office" and attachment entitled "NSBT key messages

8June2005.doc", [RCG.001.001.4382] and attachment

[RCG.001.001.4383].


Olde, sent at 5:07pm on 8 June 2005, entitled "Todays presentation" [sic].

with attachment entitled "Internal Traffic Presentation 050609.ppt",



Duncan Olde, sent at 13:10 on 10 June 2005, entitled "NSBT T&T


Week 10.doc", "NSBT T&T Fee Status Week 10.xls", [ACM.001.013.2595]

and attachments [ACM.001.013.2596] and [ACM.001.013.2598].


Olde sent at 2:54pm on 14 June 2005, entitled "Traffic Meeting

Wednesday 15th at 3pm postponed" with attachment entitled "NSBT

Traffic Progress 14 June 2005.doc", [ACM.001.019.2710] and attachment

[ACM.001.019.2712].

20. Email from Thao Oakey to Charles Mott, Duncan Olde and others, sent at

16:46 on 24 June 2005, entitled "Outcomes from Sponsor meeting" with

attachment entitled "Outcomes June 22.doc", [RCG.001.001.4746] and


21. Email from Philip Brogan to Adam Chittendon and others, including

Duncan Olde sent at 14:18 on 27 June 2005, entitled "NSBT T&T



and attachments [ACM.001.004.2870] and [ACM.001.004.2872].

22. Email from Bob Hunter to Ian Sinclair and others including Duncan Olde,

sent at 12:00 on 30 June 2005, entitled "Traffic Modelling Briefing/Q&A",

[ACM.001.056.4664].

23. Email from Adam Chittendon to Peter Hicks and others including Ben

Cooper and Duncan Olde, sent at 16:57 on 1 July 2005, entitled "NSBT-

BCC RDP Briefing" with attachment entitled "0506_29 NSBT RFP Briefing

Notes.doc", [RCG.001.001.4910] and attachment [RCG.001.001.4912].

24. Email from Robert Morris to Adam Chittendon and others including

Duncan Olde, sent at 12:21pm on 4 July 2005, entitled "Re: NSBT-ABN

RFP traffic/Toll Review", [ACM.001.019.2023].


Duncan Olde, sent at 19:26 on 4 July 2005, entitled "NSBT T&T Progress

- Week 13" with attachments entitled "NSBT TT Progress Week 13.doc",

"NSBT T&T Fee Status Week 13.xls", [ACM.001.004.2571] and


26. Email from Alan Broadbent to Duncan Olde and others, sent at 11:45 on 8

July 2005, entitled "RiverCity Motorway Focus Groups",

[ACM.001.019.1146].


67

27. Email from Duncan Olde to David Plowman sent at 14:30 on 11 July

2005, entitled "Re: NSBT-Financiers initial "Roadshow" with attachment

entitled "Roadshow agenda.doc", [RCG.001.001.5070] and attachment

[RCG.001.001.5073].

28. Email from Duncan Olde to Thao Oakey sent at 15:27 on 11 July 2005,

entitled "Re: NSBT - Financiers initial 'Roadshow'" with attachment

entitled "0507_11 NSBT Financiers Roadshow.doc", [RCG.001.001.5097]



Duncan Olde, sent at 10:30 on 16 July 2005, entitled "NSBT T&T



with attachments [ACM.001.004.3004], [ACM.001.004.3007] and

[ACM.001.004.3008].


Duncan Olde, sent at 15:45 on 29 July 2005, entitled "NSBT T&T


Week 17.doc" and "NSBT T&T Fee Status Week 17.xls",


[ACM.001.027.1112].


Duncan Olde, sent at 12:26 on 5 August 2005, entitled "NSBT T&T


Week 18.doc" and "NSBT T&T Fee Status Week 1/.xls",


[ACM.001.019.2044].






NIEIR's Work, NIEIR's Additional Statements, AECOM Australia's reliance and Hicks' NIEIR

Actions

NIEIR's Work

42. From in or about May 2005 and pursuant to NIEIR's Engagement, NIEIR:

(a) undertook demand scenario building for the Two Traffic Forecast Scenarios;

(b) used its models and databases to produce, and provide, economic, population,

employment, trip tables and freight growth projections;

(c) developed models to produce future year trip tables;

(d) developed forecasts and factors included in the models;

(e) developed future year trip tables;

(f) undertook analyses and provided information, advice and inputs relating to:


68

(i) population growth by local area to the end of the NSBT Concession

period;

(ii) industry output by industry and local area;

(iii) employment by industry and employment of residents;

(iv) the current and likely future patterns of freight and travel movements

between local areas and diverse destinations; and

(v) the value of travel time savings (VTTS) and estimations of toll diversion;

(g) analysed historical population, population growth, socio-demographic,

employment and economic data, relevant national and state demographic and

economic forecasts and NIEIR's own projections for Brisbane and South East

Queensland;

(h) analysed relevant industry output, regional factors, economic, planning and

development trends and issues, and international economic conditions;

(i) modelled future economic growth, population and employment;

(j) determined what it considered to be reasonably likely future relevant economic

conditions, economic growth, population, population growth and employment

under each of the Two Traffic Forecast Scenarios;

(k) modelled what it considered to be likely relevant future land uses under each of

the Two Traffic Forecast Scenarios, after taking into account analysis previously

undertaken by NIEIR for the BCC in connection with the BCC's "Long Run

Infrastructure Plan";

(l) determined what it considered to be relevant, reasonably likely future land uses

under each of the Two Traffic Forecast Scenarios;

(m) forecast overall population growth, economic growth and its employment

implications, land use changes and future regional distributions of population and

employment under each of the Two Traffic Forecast Scenarios;

(n) analysed what it regarded as relevant travel drivers and patterns;

(o) further to sub-paragraph (n) above, analysed what it considered to be current and

likely future patterns of freight and travel movements between local areas and

diverse destinations;

(p) modelled and estimated, what it considered to be reasonably likely relevant trip

generation rates under each of the Two Traffic Forecast Scenarios for various

types of trips, for each relevant travel zone, using NIEIR's land use and

demographic data for each such zone;

(q) undertook such other activities as it determined were necessary for the

production of the patronage and revenue forecasts required for the NSBT Project;

(r) prepared, and delivered to the RCM Consortium, and to AECOM Australia,

information containing and, or in the alternative, regarding its work; and

(s) prepared, and participated in, presentations regarding its work and NSBT traffic

matters,

(collectively, NIEIR's Work).


69

Particulars

NIEIR's Work as alleged above is identified in the following documents:

1. Email dated 17 May 2005 from Peter Hicks to Alan Broadbent and others

for and on behalf of AECOM Australia, Dr Craig Shepherd for and on

behalf of NIEIR, Ben Cooper and others [ACM.001.038.6102] with an

attachment being a proposal from NIEIR in relation to the NSBT Project

created on or about 17 May 2005 [ACM.001.038.6105].


NIEIR, to the Sponsor Clients; [NIR.001.001.0001].

3. Email from Thao Oakey to Dr Craig Shepherd sent at 2.45pm on 30 June

2005 entitled “NIEIR mandate letter”, [NIR.001.002.0001] and attachment

[NIR.001.002.0002].

4. Email from Bob Hunter to Ian Sinclair, Adam Chittendon, Duncan Olde,

Ben Cooper and others sent at 12:00 on 30 June 2005, entitled "Traffic

Modelling Briefing/Q&A", [ACM.001.056.4664].

5. Email from Dr Craig Shepherd to Adam Chittendon sent at 17:36 on 25

July 2005, entitled "Re: Roadshow 'Dry Run' Details for 27th July, 2005"

with attachment entitled "Financiers Roadshow NIEIR Draft 25thJuly.ppt",

[NIR.001.001.0359] and attachment [NIR.001.001.0361].

6. Email from Peter Hicks to Adam Chittendon and David Plowman, copied

to Dr Craig Shepherd sent at 10:33 on 2 August 2005, entitled "Financiers

Roadshow NIEIR Draft 29thJuly NP 2000Version.ppt",

[RCG.001.001.6166] and attachment [RCG.001.001.6167]



[RCG.001.006.0385] slides 53-77.

8. NIEIR Technical Note on 2004v2.doc [ACM.001.015.3398].

9. 2011 NIEIR BSTM Run3.xls [ACM.001.015.3395].

10. Debt and Equity 2011 2021 23rd Aug CS Deliver. xls

[ACM.001.015.3397].

11. AM Peak City and RiverCrossings.xls [ACM.001.112.4687].

12. Revision Debt 2011 CS 5 Sept.xls [ACM.001.015.3394].

13. 2016 and 2026 CS 9 Sept.xls [ACM.001.015.3396].

14. 2011NIEIRBSTMRun2.xls [ACM.001.038.1768].

15. 2011_te.xls [ACM.003.062.0126].

16. Revision TE LU 2011 CS 5th Sept.xls [ACM.001.034.4702].

17. NIEIR Technical Note 2005.doc [ACM.001.062.8575].


to Peter Hicks [ACM.001.033.7430].


70

19. The December 2005 Traffic Reports [ACM.002.001.4568] and

[RCG.003.001.0245].

20. The May 2006 Traffic Report [RCG.001.008.6302] pages 57-82.






NIEIR's delivery of NIEIR's Growth Forecasts and NIEIR's Additional Statements

43. Further to paragraph 42 herein, between August 2005 and May 2006, NIEIR:

(a) delivered NIEIR's Growth Forecasts to the RCM Consortium and AECOM

Australia; and

(b) stated, and represented, to the RCM Consortium, to AECOM Australia and to

RCM Financiers and Investors:

(i) that Queensland was a high economic growth state;

(ii) that Queensland was a large and growing economy, outpacing all other

Australian states;

(iii) that Queensland was a high population growth state;

(iv) that Queensland's population growth was balanced as between retirement

and other growth, which created employment, generated families and

produced traffic;

(v) that Queensland was youth oriented and increasingly skilful;

(vi) that Queensland had successfully developed a strong share of Australia's

international migrant destinations;

(vii) that the population of south-east Queensland would grow from 2.4 million

people in 2001 to 3.6 million by 2026;

(viii) that the population of south-east Queensland in 2026 would equal the

entire population of Queensland in 2001;

(ix) that south-east Queensland represented 64% of the Queensland

economy in 2001 and its share was growing;

(x) that economic growth within the high economic growth state of

Queensland centered on Brisbane;

(xi) that each of the following were features of the Brisbane economy which

provided a strong base for future economic growth:

(A) population growth;

(B) skills intensification;

(C) transport and logistics options for the entire south-east

Queensland region;


71

(D) "Trade Coast" development and growth in airport and seaport

activity;

(E) lifestyle choices supporting construction and service sectors; and

(F) Brisbane had the majority of Queensland's strong share of

Australia's international migrant destinations;

(xii) that Brisbane would have 800,000 or 41% more residents in 2026 than in

2004;

(xiii) that the Brisbane and Moreton Bay statistical divisions would include the

majority of Queensland's growth, accounting for 74% of Queensland's

population increase to 2026;

(xiv) that both Brisbane, and zones within Brisbane of particular relevance to

the NSBT, relied heavily on private transport;

(xv) that relevant governments were committed to growth and economic

fundamentals, including transport;

(xvi) that the NSBT had high strategic and economic value because:

(A) Brisbane CBD remained the major employment zone in Brisbane;

(B) that role would not change significantly in the future;

(C) the NSBT would offer airport and port linkages;

(D) growth in the Brisbane region means that growth relevant to the

NSBT was expected;

(E) the NSBT would be connected to important sites and activities;

(F) the NSBT would provide a river crossing for "vast populations to

the north and south";

(G) there were gentrifying inner city (fringe) areas at either end of what

would be the NSBT with increasing employment and housing

opportunities, including in respect of Newstead, Fortitude Valley,

"Gabba" and "major health precincts";

(xvii) innovation was directly centered on the NSBT catchment;

(xviii) critical sites for education, health provision and suburbs likely to generate

"new economy business" were all located in the vicinity of the NSBT;

(xix) the NSBT, both to its north and south, would have homogenous

catchments across a range of measures (including population, population

growth, income, employment, industry profile, recent housing growth)

which exhibited high car dependency cemented by land use planning and

social norms;

(xx) the NSBT catchment area could expect growth in population, population

and housing;

(xxi) the NSBT would also benefit from significant non-catchment population

growth; and


72

(xxii) that NIEIR's analysis of more recent trends in participation rates

warranted higher, and increasingly higher, employment forecasts than

used in the Brisbane Strategic Traffic Model as it existed in or about 2004

and prior to April 2005 (the BSTM) and upon which AECOM Australia had

relied to prepare traffic forecasts for the BCC in late 2004 and early 2005

(AECOM Australia's Earlier EIS Forecasts) in respect of a possible

tunnel across the Brisbane River at or about where the NSBT is now

located (the Possible NSBT),

(these statements and representations are, collectively, NIEIR's Additional

Statements).

Particulars

1. As to sub-paragraph (a) above, NIEIR's Growth Forecasts are identified in


(a) NIEIR Technical Note on 2004v2.doc [ACM.001.015.3398];

(b) 2011 NIEIR BSTM Run3.xls [ACM.001.015.3395];

(c) Debt and Equity 2011 2021 23rd Aug CS Deliver. xls

[ACM.001.015.3397];

(d) AM Peak City and RiverCrossings.xls [ACM.001.112.4687];

(e) Revision Debt 2011 CS 5 Sept.xls [ACM.001.015.3394];

(f) 2016 and 2026 CS 9 Sept.xls [ACM.001.015.3396];

(g) 2011NIEIRBSTMRun2.xls [ACM.001.038.1768];

(h) 2011_te.xls [ACM.003.062.0126];

(i) Revision TE LU 2011 CS 5th Sept.xls [ACM.001.034.4702];

(j) NIEIR Technical Note 2005.doc [ACM.001.062.8575];

(k) the December 2005 Traffic Reports [ACM.002.001.4568] and

[RCG.003.001.0245];

(l) the April 2006 NSBT Traffic Supplement [ACM.001.038.4984]; and

(m) the May 2006 Traffic Report [RCG.001.008.6302].

2. As to sub-paragraph (b) above, NIEIR's Additional Statements are

identified within the following documents:

(a) email from Dr Craig Shepherd to Adam Chittendon sent at 17:36

on 25 July 2005, entitled "Re: Roadshow 'Dry Run' Details for 27th

July, 2005" with attachment entitled "Financiers Roadshow NIEIR

Draft 25thJuly.ppt", [NIR.001.001.0359] and attachment

[NIR.001.001.0361];

(b) email from Peter Hicks to Adam Chittendon and David Plowman,

copied to Dr Craig Shepherd sent at 10:33 on 2 August 2005,

entitled "Financiers Roadshow NIEIR Draft 29thJuly NP

2000Version.ppt", [RCG.001.001.6166] and attachment

[RCG.001.001.6167];


73

(c) email from Dr Craig Shepherd to David Plowman, Peter Hicks and

Adam Chittendon sent at 08:31 on 4 August 2005, entitled

"Roadshow 8th August", [NIR.001.001.0164];

(d) Project Overview and Initial Technical Briefing North-South

Bypass Tunnel: A Presentation to Project Financiers dated August

2005 [RCG.001.006.0385] slides 53-77;

(e) the December 2005 Traffic Reports [ACM.002.001.4568] and

[RCG.003.001.0245]; and

(f) the May 2006 Traffic Report [RCG.001.008.6302].






AECOM Australia's reliance upon NIEIR

44. AECOM Australia relied upon NIEIR's Work, NIEIR's Growth Forecasts and NIEIR's

Additional Statements:

(a) in performing AECOM Australia's NSBT Work; and

(b) further to sub-paragraph (a) above, in preparing and delivering AECOM

Australia's Traffic Forecasts, AECOM Australia's Traffic Reports and AECOM

Australia's Consented Material.

Particulars

AECOM Australia's reliance as alleged above is illustrated or indicated in, and by,




[RCG.001.006.0385] slides 53-77.




[ACM.001.015.3397].





9. 2011_te.xls, [ACM.003.062.0126].




74

12. The December 2005 Traffic Reports, [ACM.002.001.4568] and

[RCG.003.001.0245].

13. The April 2006 NSBT Traffic Supplement, [ACM.001.038.4984].


14A. Summary Letter.






Hicks' NIEIR Actions

45. From no later than in or about June 2005, Peter Hicks:

(a) discussed and agreed the scope of NIEIR's Engagement;

(b) discussed, agreed, facilitated and supervised the interaction between NIEIR and

AECOM Australia;

(c) met with NIEIR regarding NIEIR's Engagement, NIEIR's Work, NIEIR's Growth

Forecasts and, or in the alternative, NIEIR's Additional Statements;

(d) met with AECOM Australia regarding NIEIR's Engagement, NIEIR's Work,

NIEIR's Growth Forecasts and, or in the alternative, NIEIR's Additional

Statements;

(e) considered comparisons between NIEIR and government population and

employment projections;

(f) corresponded with NIEIR; and

(g) otherwise co-ordinated and supervised, met and communicated with, provided

instructions and other inputs, feedback and assistance to, and received, approved

and accepted reports, advice, feedback and other work product, from, NIEIR, in

connection with NIEIR's Work, NIEIR's Growth Forecasts and NIEIR's Additional

Statements,

(together, Hicks' NIEIR Actions).

Particulars

Hicks' NIEIR Actions as alleged above are illustrated in, and by, the following

documents:

1. Meeting with NIEIR held on 23 May 2005, between 3pm and 5pm at the

NSBT Project office [ACM.001.012.9728].

2. Email from Peter Hicks to Alan Broadbent and others, sent at 10:21 on 17

May 2005, entitled "NIEIR working session" with attachment entitled

"NIEIR NSBT.doc", [ACM.001.038.6102] and attachment

[ACM.001.038.6105].

3. Email from Alan Broadbent to Peter Hicks and others sent at 12:59 on 25

May 2005, entitled "Minutes of Meeting with NIEIR" with attachment


75

entitled "2005_2305 Demographic and Socio-Economic Forecasts.doc",



NIEIR, to the Sponsor Clients, [NIR.001.001.0001].

5. Email from Peter Hicks to Adam Chittendon and David Plowman, copied

to Dr Craig Shepherd, sent at 10:33 on 2 August 2005, entitled

"Financiers Roadshow NIEIR Draft 29thJuly NP 2000Version.ppt",


6. Email from Dr Craig Shepherd to Peter Hicks sent at 19:31 on 7

September 2005, entitled "Demand Changes", [NIR.001.001.0160] and


7. Email from Dr Craig Shepherd, for and on behalf of NIEIR, to Peter Hicks

and others, sent at 8.54am on 29 September 2005 entitled "Re: FW:

NSBT Model Review", with attachment entitled "PB comments CS

NIEIR.doc", [ACM.001.038.1217] with attachment [ACM.001.038.1220].

8. Email from Peter Hicks to Alan Broadbent, and copied to Dr Craig

Shepherd (NIEIR) and others, sent at 7:15am on 9 October 2005, entitled

“RE: FW NSBT Traffic etc”, attaching documents entitled “Bond

Questions”, “Bank Question 8Oct05” and “CKI Question 8Oct05”


[ACM.001.033.6699] and [ACM.001.033.6700].

9. Email from Dr Craig Shepherd, for and on behalf of NIEIR, to Tracey

Pershouse, copied to Peter Hicks, sent at 21:42 on 17 August 2005,

entitled "2005 Base year rationale" and attachment "NIEIR Technical Note

2005.doc", [ACM.001.062.8574] and attachment [ACM.001.062.8575].

10. Email from Alan Broadbent to Peter Hicks and copied to others, sent at

18:52 on 4 November 2005, entitled “PIFU Comparisons with RCM Land

Use”, attaching a comparison of the BCC adopted (PIFU) populations and

employment projections against NIEIR’s projections, [ACM.001.027.1325]

with attachments [ACM.001.027.1327] and [ACM.001.027.1328].


to Peter Hicks, [ACM.001.033.7430].






Additional traffic forecasters' work, conclusions and related RCM Project Team actions

Keith Long's Work and Keith Long's Conclusions

46. From no later than in or about late April 2005, Keith Long undertook research,

investigations, and analysis into, gave assistance, advice and feedback on and in relation

to, and produced work product involving or relating to:

(a) understanding the NSBT Project;


76

(b) the development and appropriateness of the modelling approach used to produce AECOM Australia's Traffic Forecasts;

(c) key patronage risks of the NSBT Project;

(d) relevant traffic demand for the NSBT Project;

(e) forecast traffic flows on the NSBT;

(f) land use and demographic forecasts and trip ends;

(g) trip generation, trip origins and destinations and trip distribution;

(h) NIEIR's Growth Forecasts;

(i) AECOM Australia's base year model, inputs into the base year model and the calibration and validation of the base year demand model by reference to observed and modelled traffic flows;

(j) stated and revealed preference surveys;

(k) the NSBT toll choice model, the structure of the toll choice model, toll choice modelling and methodology and material assumptions and inputs in, and to, that model and trip assignment;

(l) feeder and alternative routes to the NSBT;

(m) positive and negative travel time savings;

(n) NSBT capacity and broader network capacity assumptions;

(o) network assumptions;

(p) time period modelling and the decision to use AM Peak, rather than all-hour, modelling;

(q) the calculation and use of Expansion Factors and Annualisation Factors;

(r) identifying sensitivity testing to be undertaken; and

(s) the work and reports of PB and HTS,

(together, Keith Long's Work).

Particulars

Keith Long's Work as alleged above is identified in the following documents:

1. Email from David Plowman to Bob Hunter sent at 17:36 on 26 April 2005,

entitled "Interim Draft" with attachments entitled "Draft 3 - Section 3-

Schedule A - Details of the Respondent_Participants.doc" and "Draft 3 -

Section 8 - Schedule D3 - Commercial Issues.doc" and others,

[RCG.001.001.2939] and attachments [RCG.001.001.2946] and

[RCG.001.001.2950].

2. Email from Ben Cooper to Shaun Tabone and others, sent at 12:11 on 7

April 2005, entitled "NSBT - Minutes to 7 April PAX Workshop", with


77

attachment entitled "NSBT Traffic Workshop Output.doc",


3. Email from Keith Long to Tracey Pershouse sent at 11:27 on 29 April

2005, entitled "NSBT - RP/SP", [ACM.001.004.5327].

4. Minutes of meeting at 5:30pm on 3 May 2005 concerning "Additional

SP/RP Work", attended by Alan Broadbent and others from AECOM

Australia, Peter Hicks and Keith Long, [ACM.002.001.5646].


on 26 June 2005 entitled "RE: preliminary Toll Model Graphs",


6. Email from Peter Hicks to David Plowman and Robert Morris, copied to

Keith Long, sent at 17:29 on 21 July 2005, entitled "RE: NSBT Expansion

Factors" with attachment entitled "Expansion Factor Analysis v2.doc",






8. Email from Keith Long to Peter Hicks, copied to Robert Morris and David

Plowman sent at 18:01 on 28 July 2005, entitled "Back of the envelope"

NSBT demand" with attachment entitled "Note_28Jul05.doc",


9. Email from Keith Long to Peter Hicks, sent at 13:23 on 2 August 2005,

entitled "Interesting comparison!" with attachment entitled

"Note_02Aug05.doc", [RCG.001.001.6477] and attachment

[RCG.001.001.6479].



[RCG.001.001.6164].

11. Email from Keith Long to Peter Hicks, copying in Robert Morris and David

Plowman sent at 10:30 on 8 August 2005, entitled "Expansion factors"

with attachment entitled "Note8Aug05.doc", [RCG.001.001.6846] and

[RCG.001.001.6847].





13. Email from Keith Long to Robert Morris and Peter Hicks, copied to David

Plowman, sent at 17:59 on 8 August 2005, entitled "RE: Expansion

Factors", [RCG.001.001.6855].






78


Long and others, sent at 1.58pm on 15 August 2005, entitled "RE:

Journey Time Data", [ACM.001.034.8154] and attachments

[ACM.001.034.8159] and [ACM.001.034.8160].

16. Email from Keith Long to Tracey Pershouse sent at 14:52 on 22 August

2005, entitled "Re: Updated jtimes" with attachment entitled

"Speedflow.zip", [ACM.001.062.8553] and attachment

[ACM.001.062.8554].

17. Email from Keith Long to Matthew McCarthy and Robert Morris, sent at

13:47 on 24 August 2005, entitled "RE: River City Expansion Factors",

[ACM.001.034.8105].

18. Email from Keith Long to Matthew McCarthy and Robert Morris, sent at

06:34 on 25 August 2005, entitled "RE: River City Expansion Factors",

[ACM.001.034.8109].



Reporting- 12:30 27/08/05", [ACM.001.062.7591].




21. Email from Keith Long to Matthew McCarthy, Peter Hicks, Ian Sinclair,

Robert Morris, Nick Entsch and Richard Jagger sent at 13:13 on 1

September 2005, entitled "RE: RCM Model Runs 01Sep05",

[ACM.001.062.7499].




[ACM.001.062.7498].




[RCG.001.001.7795] and [RCG.001.001.7796].

24. Email from Keith Long to David Plowman copying in Robert Morris sent at

17:55 on 4 September 2005, entitled "NSBT expansions" with attachment

entitled "Note4Sep05.doc", [RCG.001.001.7797] and attachment

[RCG.001.001.7798].


Robert Morris sent at 06:26 on 5 September 2005, entitled "Expansion

Factors Combined Approach" with attachments entitled "Combined

Position on Expansion.doc", "RFM Draft River City Motorway Expansion

Factors.doc", "ExpansionV2Debt.xls", "ExpansionV2Equity.xls",

[RCG.001.001.7811] with attachments [RCG.001.001.7812],

[RCG.001.001.7825], [RCG.001.001.7826] and [RCH.001.001.7827].




79


[RCG.001.001.7851] and [RCG.001.001.7852].

27. Email from Robert Morris to Peter Hicks, copied to Keith Long and David

Plowman, sent at 16:41 on 5 September 2005, entitled "Annualisation"

with attachments entitled "AnnualisationV1Debt.xls" and

"AnnualisationV1Equity.xls", [RCG.001.001.8017] and attachment

[RCG.001.001.8018] and [RCG.001.001.8019].




[ACM.001.034.3415] and [ACM.001.034.3416].



14Aug05", [ACM.001.034.0963].

30. Email from Peter Hicks to Alan Broadbent sent at 12:25 on 27 September

2005, entitled "Fw: RCM Toll Price Sensitivity Results" with an attachment

entitled "20 sept Sensitivity_RFM.xls" and email from Keith Long to Robert

Morris and Peter Hicks entitled "RE: RCM Toll Price Sensitivity Results",


31. Email from Keith Long to Alan Broadbent sent at 15:51 on 4 November

2005, entitled "Re: NSBT", [ACM.001.037.8866].


2005, entitled "RCM", [ACM.001.037.8881].

33. Email from Peter Hicks to Alan Broadbent sent at 09:17 on 7 November

2005, entitled "FW: RCM", email exchange between Keith Long and Peter

Hicks sent between 2.07pm on 6 November 2005 and 8:36am on 7

November 2005, [ACM.001.037.8897].

34. Email from Tracey Pershouse to Alan Broadbent sent at 12:36 on 7

November 2005, entitled "RE: RCM", [ACM.001.034.6823].

35. Email from Keith Long to Alan Broadbent and Peter Hicks sent at 14:19

on 10 November 2005, entitled "RE: Demand & Land Use Checks",

[ACM.001.034.4725].


2005, entitled "RE: Expansion factors for non CBD trips",

[ACM.001.037.9006].

37. Email from Peter Hicks to Calum Hutcheson sent at 13:04 on 11

November 2005, entitled "RE: Comments on your written report" attaching

a copy of a report by HTS with comments from Keith Long entitled

"HTS03017R01 (V01).doc", [ACM.001.033.6962] and attachment

[ACM.001.033.6965].

38. Email from Keith Long to Alan Broadbent copying in Peter Hicks sent at

12:10 on 12 November 2005, entitled "RE: Expansion factors for non CBD

trips" with attachment entitled "Review_Exp.doc", [ACM.001.037.9011]



80


2005, entitled "RE: Expansion factors for non CBD trips" with attachment

entitled "Alan_Exp.xls", [ACM.001.037.9019] and attachment

[ACM.001.037.9024].






47. Keith Long advised or, otherwise represented, to the RCM Consortium and AECOM

Australia:

(a) that AECOM Australia's NSBT traffic model was "fine";

(b) following his review of a 26 October 2005 draft report prepared by HTS (the Draft

October 2005 HTS Report), that:

(i) he had comments on the Draft October 2005 HTS Report as set out in

annotations which he made to the Draft October 2005 HTS Report and

which included that:

(A) employment growth would underpin significant population growth

in Brisbane in the foreseeable future, and well in excess of NIEIR's

population forecasts; and

(B) a comparison between observed and modelled cross-river

demand showed that the modelled river crossings were within 1%

of the observed counts; and

(ii) subject to those annotations, he agreed with, and endorsed, the contents

of the Draft October 2005 HTS Report; and

(c) that the non-Brisbane CBD cross-river Expansion Factor was 18% higher than

the Expansion Factor for combined Brisbane CBD and Non-CBD trips and that a

combined non-CBD cross-river Expansion Factor uplift of 18% should be applied

to what would otherwise be the "all traffic" Expansion Factor,

(together, Keith Long's Conclusions).

Particulars

Keith Long's Conclusions as alleged above are identified in the following

documents:

1. Email from Keith Long to Alan Broadbent and Peter Hicks sent at 14:19

on 10 November 2005, entitled "RE: Demand & Land Use Checks",

[ACM.001.034.4725].


November 2005, entitled "RE: Comments on your written report" attaching

a copy of the Draft October 2005 HTS Report with annotations by Keith

Long entitled "HTS03017R01 (V01).doc", [ACM.001.033.6962] and


3. Email from Keith Long to Alan Broadbent copied to Peter Hicks, sent at

12:10 on 12 November 2005, entitled "RE: Expansion factors for non CBD


81

trips" with attachment entitled "Review_Exp.doc", [ACM.001.037.9011]


4. Further as to sub-paragraph (b)(ii) above, it is to be inferred from Keith

Long's review of the Draft October 2005 HTS Report and his limited

annotations.






48. Keith Long's Conclusions did not include any recommendation or advice that, nor did

Keith Long otherwise recommend or advise either the RCM Consortium or AECOM

Australia that, AECOM Australia's Traffic Forecasts were inappropriate or unreasonable

or not based upon reasonable grounds and, or in the alternative, that a warning to that

effect was reasonably necessary or required.

Hicks' Keith Long Actions

49. From no later than in or about April 2005, Peter Hicks:

(a) engaged Keith Long;

(b) agreed the scope of Keith Long's Engagement;

(c) engaged in correspondence, discussions and meetings with Keith Long, AECOM

Australia, the RCM Consortium and other members of the RCM Project Team

concerning Keith Long's Work; and

(d) received reports, advice, feedback and other work product from Keith Long

concerning Keith Long's Conclusions,

(together, Hicks' Keith Long Actions).

Particulars

Hicks' Keith Long Actions as alleged above are illustrated in, and, by, the


1. Email from Ben Cooper to Shaun Tabone and others sent at 12:11 on 7








others, sent at 5.28pm on 8 July 2005 entitled "NSBT T&T - SPRP",

[ACM.007.002.0463].

4. Email from Robert Morris to Phillip Brogan, copied to Peter Hicks and

others sent at 5.34pm on 13 July 2005 entitled "RE: NSBT T&T - SPRP",

[ACM.001.019.2873].


82







[RCG.001.001.6164].














[ACM.001.034.8159] and [ACM.001.034.8160].

11. Email from Keith Long to Matthew McCarthy and copied to Peter Hicks,

Robert Morris and others, sent at 13:47 on 24 August 2005, entitled “RE:

River City Expansion Factors”, [ACM.001.034.8105].


Peter Hicks and others, sent at 6:34am on 25 August 2005, entitled “RE;




Reporting- 12:30 27/08/05", [ACM.001.062.7591].






01Sep05”, [ACM.001.062.7499].




[ACM.001.062.7498].




[RCG.001.001.7795] and [RCG.001.001.7796].


83


Robert Morris, sent at 6.26am on 5 September 2005 entitled "Expansion


[RCG.001.001.7812], [RCG.001.001.7825], [RCG.001.001.7826] and

[RCG.001.001.7827].




[RCG.001.001.7851] and [RCG.001.001.7852].




[ACM.001.034.3415] and [ACM.001.034.3416].



14Aug05", [ACM.001.034.0963].




23. Email from Keith Long to Peter Hicks, sent at 8:36am on 7 November

2005, entitled “RE: RCM”, [ACM.001.037.8897].

24. Email from Keith Long to Alan Broadbent and Peter Hicks, sent at 12:10

on 12 November 2005, entitled “RE: Expansion factors for non CBD trips”,


25. Email from Alan Broadbent to Peter Hicks, sent at 12:44 on 14 November

2005, entitled “Expansion factor note – (Non Cbd Uplift)”,







Morris' Keith Long Actions

50. From no later than in or about April 2005, Robert Morris:

(a) engaged in correspondence and discussions with Keith Long, AECOM Australia,

the RCM Consortium and other members of the RCM Project Team concerning

Keith Long's Work; and

(b) received reports, advice, feedback and other work product from Keith Long

concerning Keith Long's Conclusions,

(together, Morris' Keith Long Actions).

Particulars

Morris' Keith Long Actions as alleged above are illustrated in, and, by, the



84

1. Email from Ben Cooper to Shaun Tabone and others sent at 12:11 on 7







3. Email from Robert Morris to Alan Broadbent, sent at 07.42 on 27 June

2005 entitled "FW: Preliminary Toll Model Graphs", [ACM.001.038.6496].


others, sent at 5.28pm on 8 July 2005 entitled "NSBT T&T - SPRP",

[ACM.007.002.0463].

5. Email from Alan Broadbent to Keith Long, copied to Robert Morris and

others, sent at 4.59pm on 11 July 2005 entitled "Re: Parameter estimates

from RPSP surveys", [ACM.001.038.3989].

6. Email from Robert Morris to Phillip Brogan, copied to Peter Hicks and

others sent at 5.34pm on 13 July 2005 entitled "RE: NSBT T&T - SPRP",

[ACM.001.019.2873].



Factors" with attached spreadsheet "Expansion1.xls",

[RCG.001.001.5628] with attachment [RCG.001.001.5630].



[RCG.001.001.6164].














[ACM.001.034.8159] and [ACM.001.034.8160].

13. Email from Keith Long to Matthew McCarthy and copied to Peter Hicks,

Robert Morris and others, sent at 13:47 on 24 August 2005, entitled “RE:



Peter Hicks and others, sent at 6:34am on 25 August 2005, entitled “RE;



85



Reporting- 12:30 27/08/05", [ACM.001.062.7591].



01Sep05”, [ACM.001.062.7499].

17. Email from Keith Long to Matthew McCarthy and others, sent 12.13pm on

1 September 2005 entitled "RE: RCM Model Runs 01Sep05",

[ACM.001.034.2975].




[ACM.001.062.7498].




[RCG.001.001.7795] and [RCG.001.001.7796].


Robert Morris, sent at 6.26am on 5 September 2005 entitled "Expansion


[RCG.001.001.7812], [RCG.001.001.7825], [RCG.001.001.7826] and

[RCG.001.001.7827].




[RCG.001.001.7851] and [RCG.001.001.7852].




[ACM.001.034.3415] and [ACM.001.034.3416].



14Aug05", [ACM.001.034.0963].









PB's Work and PB's Conclusions

51. From no later than in or about July 2005, PB:

(a) undertook research, investigations and analysis into, or relating to:


86

(i) the NSBT Project, insofar as PB considered it necessary to ensure that

AECOM Australia's NSBT traffic model addressed all NSBT Project

needs;

(ii) the key risks of the NSBT Project, where PB considered that external

factors may need sensitivity testing to ensure AECOM Australia's NSBT

traffic model structure accommodated the analysis;

(iii) the appropriateness of AECOM Australia's NSBT traffic forecasting

methodology used to produce an NSBT base year model and its

calibration and amenability to being used to produce NSBT patronage

forecasts;

(iv) AECOM Australia's NSBT modelling philosophy and technique and their

appropriateness;

(v) any errors in assumptions or implementation by AECOM Australia;

(vi) model coverage (both spatial and temporal), times of day modelled and

weekly and seasonal Expansion Factors and Annualisation Factors and

the calculation of variable toll diversion rates;

(vii) the overall form of AECOM Australia's NSBT traffic model;

(viii) model scope and coverage, networks and zoning, model time periods and

model base year;

(ix) the suitability of AECOM Australia's NSBT traffic model for producing toll

road forecasts;

(x) the model's network overview (its source and reliability, project-specific

changes, its compatibility with original model estimation, the adequacy of

the model's ability to reflect alternative and feeder routes, assignment

techniques and convergence);

(xi) data sources;

(xii) network inventory;

(xiii) network link parameters (road hierarchy, traffic impedance, posted speed

and free flow speed and lane numbers and capacity);

(xiv) traffic counts;

(xv) journey times;

(xvi) demand data;

(xvii) further to sub-paragraph (xvi) above, NIEIR's Growth Forecasts;

(xviii) the "goodness" of data used;

(xix) the adequacy of calibration/validation data;

(xx) further to sub-paragraph (xix) above, the availability of independent data

for model verification;

(xxi) the procedures used to adjust model parameters;


87

(xxii) any material adjustments made to model parameters used by AECOM

Australia to produce AECOM Australia's Earlier EIS Forecasts;

(xxiii) any material changes in modelling technique compared to the modelling

techniques used to produce AECOM Australia's Earlier EIS Forecasts;

(xxiv) calibration criteria;

(xxv) actual calibration against calibration criteria (screenline matching,

individual route volumes, travel times, trip table adjustments and speed

flow curves and any other techniques used to calibrate the model and how

those adjustments would be accounted for in forecasts);

(xxvi) toll modelling in AECOM Australia's NSBT base year model against both

the Gateway and Logan Motorways to measure the extent to which the

combination of toll modelling technique and VTTS reflected current tolling

behaviour;

(xxvii) the NSBT demand model;

(xxviii) trip tables and their source, number of user classes and adjustments

required to reach calibration;

(xxix) the NSBT assignment model;

(xxx) the proposed approach to forecasting, both in terms of future demand and

in applying the tolling model;

(xxxi) whether AECOM Australia's NSBT base year model could be used in

forecasting mode; and

(xxxii) the assumed 2010 network;

(b) produced and provided to the RCM Consortium and AECOM Australia, advice,

feedback, reports and other work product into or relating to the matters alleged in

sub-paragraph (a) above or, in the alternative, to such of those matters as PB, in

the exercise of its professional judgement, considered necessary;

(c) further to sub-paragraph (b) above, prepared and distributed a final report on the

outcomes of its work to the RCM Consortium and AECOM Australia for

consideration by the RCM Consortium and AECOM Australia (PB's Report); and

(d) gave presentations on the outcome of its work to the RCM Consortium, AECOM

Australia, RCM Financiers and Investors in connection with the NSBT Project,

(together, PB's Work).

Particulars

PB's Work as alleged above is identified in the following documents:

1. Appendix B. to the May 2006 Traffic Report: "Summary of Parsons

Brinckerhoff's roles in reviewing Maunsell's 2005 model and its calibration

and validation", [RCG.001.008.6302] at RCG.001.008.6488.

2. Appendix G. to the May 2006 Traffic Report: "Parsons Brinckerhoff peer

review report. River City Motorway Traffic Forecasts Base Model Review",

[RCG.001.008.6302] at RCG.001.008.6568.


88

3. Presentation by Gillian Akers, for and on behalf of PB, on 5 October 2005

entitled "Traffic Forecasts - Base Model Review, A Presentation to Project

Financiers, Sponsors Advisor - Parsons Brinckerhoff",

[WLB.001.008.0134].






52. PB's ultimate conclusions and opinions (PB's Conclusions):

(a) expressed to the RCM Consortium; and

(b) expressed to AECOM Australia or in respect of AECOM Australia's NSBT Work,

were that:

(c) AECOM Australia's NSBT 2005 base year traffic model had appropriate coverage

and was sufficient to model future traffic volumes for the NSBT Project;

(d) the modelled period was AM Peak (0700-0900) and it was adequate to reflect

travel throughout the network;

(e) while ideally the modelling period would extend to an all day traffic model, the AM

Peak was the most robust modelling period in Brisbane, as existing empirical data

was more readily available for this period and sound data for validation of the

base year AM Peak trip table was also available in the form of the Australian

Bureau of Statistics' (ABS) journey to work data;

(f) AM Peak was the most consistent period for estimating network travel in

Brisbane;

(g) while it needed to be approached with caution, modelling AM Peak only was

adequate for the purposes of traffic forecasting for the NSBT Project;

(h) there had been an independent check of AECOM Australia's NSBT 2005 base

year traffic model's trip generation rates;

(i) AECOM Australia's NSBT 2005 base year traffic model's road hierarchy and road

type were generally, and sufficiently, representative;

(j) AECOM Australia's NSBT 2005 base year traffic model's posted speeds along

major roads were representative;

(k) the number of lanes across the review area appeared representative;

(l) lane capacity assumptions were generally and sufficiently representative;

(m) "j-factors" (a measure of sensitivity to increasing congestion) were generally and

sufficiently representative on the major links;

(n) AECOM Australia's NSBT 2005 base year traffic model was suitable as a base

year model;

(o) AECOM Australia's NSBT 2005 base year traffic base year model compared

favourably with traffic count data with only minor exceptions;


89

(p) modelled journey times were generally very good when compared with observed

times;

(q) a potential underestimation of longer trips would produce conservatively lower toll

road forecasts;

(r) AECOM Australia had exercised sufficient caution in determining the Expansion

Factors to be used to expand modelled AM Peak traffic flows to forecast traffic for

the entire day; and

(s) those Expansion Factors were appropriate for the circumstances.

Particulars

1. As to sub-paragraphs (c) - (e) and (h) - (q) above: PB's River City

Motorway Traffic Forecasts Base Model Review dated November 2005

which comprised Appendix G to the May 2006 Traffic Report

[RCG.001.008.6302] at RCG.001.008.6568.

2. As to sub-paragraphs (f) and (g) above: Presentation by Gillian Akers, for

and on behalf of PB, on 5 October 2005 entitled "Traffic Forecasts - Base

Model Review, A Presentation to Project Financiers, Sponsors Advisor -

Parsons Brinckerhoff", [WLB.001.008.0134].

3. As to sub-paragraphs (r) and (s) above: They are to be inferred from oral

advice provided by Peter Hicks to Alan Broadbent, for and on behalf of

AECOM Australia, in or about late October 2005 and, in any event, by no

later than 28 October 2005, to the effect that Gillian Akers, who led the PB

team undertaking PB's Work, had informed Peter Hicks that she

"endorsed" the Expansion Factors being used by AECOM Australia.






53. Neither PB's Conclusions nor PB's Report included any recommendation or advice that,

nor did PB otherwise recommend or advise either the RCM Consortium or AECOM

Australia that, AECOM Australia's NSBT 2005 base year traffic model or AECOM

Australia's Traffic Forecasts were inappropriate or unreasonable or not based upon

reasonable grounds and, or in the alternative, that a warning to that effect was

reasonably necessary or required.

Hicks' PB Actions

54. From no later than July 2005, Peter Hicks:

(a) engaged PB;

(b) agreed the scope of PB's Engagement;

(c) provided instructions and gave feedback to PB;

(d) engaged in correspondence, discussions and meetings with PB, AECOM


concerning PB's Work; and


90

(e) received PB's Report and other advice, feedback and other work product from PB

concerning PB's Conclusions.

(together, Hicks' PB Actions).

Particulars

Hicks' PB Actions as alleged above are illustrated in, and by, the following

documents:

1. Email from Alan Broadbent to Philip Brogan and copied to others, sent at

12:30pm on 24 July 2005, entitled “Model Audit Meeting with PB”, with

attachment entitled “Traffic Modelling Audit by PB.doc”,


2. Email from Alan Broadbent to Peter Hicks and Robert Morris sent at

5.36pm on 27 July 2005 entitled "Calibration Audit- PB Requirements"



3. Email from Matthew McCarthy to Tracey Pershouse and Deborah

Hutchinson sent at 15:17 on 28 July 2005, entitled “Notes from sponsors

meeting 28/07/05”, [ACM.001.062.8850].

4. Email from David Trainer, PB, to Peter Hicks, copied to others, sent at

2:10pm on 26 September 2005, entitled “NSBT Model Review”, attaching

a document entitled “Riverlink Expressway Traffic Forecasts Base Model

Review”, [ACM.001.038.1273] with attachments [ACM.001.038.1275] and

[ACM.001.038.1315].

5. Email from Alan Broadbent to Peter Hicks, copied to Tracey Pershouse,

sent at 21:14 on 28 September 2005, entitled “Response to PB Report”

with attachment entitled “Response to PB Base Model Review”,


6. Email from Peter Hicks to Gillian Akers, PB, sent at 7:34am on 29

September 2005, entitled “NSBT Model Review”, attaching a marked-up

version of the NSBT Model Review, with comments from Peter Hicks,


[ACM.001.038.1272].

7. Email from Dr Craig Shepherd, NIEIR, to Peter Hicks and others, sent at

8.54am on 29 September 2005 entitled "Re: FW: NSBT Model Review",

with attachment entitled "PB comments CS NIEIR.doc",


8. Email from Gisela La Point to Peter Hicks, sent at 11:44am on 30

September 2005, entitled “Traffic Forecast”, attaching a document entitled

“Response to PB Base Model Review”, [RCG.001.001.8557] with

attachments [RCG.001.001.8559] and [RCG.001.001.8560].

9. Email from Peter Hicks to Alan Broadbent, copied to others, sent at

12.28pm on 30 September 2005 entitled "FW:Traffic Forecasts", attaching

a document entitled “Response to PB 280905, incl PB comments",

[RCG.001.001.8557] with attachments [RCG.001.001.8559] and

[RCG.001.001.8560].


91

10. Email from Peter Hicks to Gillian Akers, PB, copied to Alan Broadbent and

others, sent at 15:52 on 4 October 2005, entitled “Draft presentation”

attaching a document entitled “River City Expressway Traffic Forecasts

Base Model Review, September 2005” and also enclosing a copy of

attachment entitled "PB comments CS NIEIR.doc" received from NIEIR,


[ACM.001.038.1357] and [ACM.001.038.1358].

11. Presentation by PB dated 5 October 2005 entitled "Traffic Forecasts-

Base Model Review A Presentation to Project Financiers Sponsor Clients

Advisor- Parsons Brinckerhoff", [WLB.001.008.0134].

12. Email from Alan Broadbent to Gillian Akers, copied to Peter Hicks and

others, sent at 16:50 on 5 December 2005, entitled “2010 Network

Review”, [ACM.001.033.7596] and attachment [ACM.001.033.7598].






Morris' PB Actions

55. From no later than July 2005, Robert Morris:

(a) engaged in correspondence with AECOM Australia, the RCM Consortium and

other members of the RCM Project Team concerning PB's Work; and

(b) received PB's Report and other advice, feedback and other work product from PB

concerning PB's Conclusions,

(together, Morris' PB Actions).

Particulars

Morris’ PB Actions as alleged above are illustrated in, and by, the following

documents:

1. Email from Philip Brogan to Sandy Thomas and copied to others,

forwarding correspondence from Alan Broadbent to Peter Hicks and

Robert Morris, sent at 11:15am on 20 July 2005, entitled “NSBT T&T”,

[ACM.001.019.2048].

2. Email from Alan Broadbent to Peter Hicks and Robert Morris sent at

5.36pm on 27 July 2005 entitled "Calibration Audit - PB Requirements"



3. Email from Peter Hicks to Adam Chittendon, Robert Morris and others,

sent at 10:44am on 2 August 2005, entitled “Fwd: Updated: RCM Traffic

Meeting” with attachment entitled “NSBT Base Year Traffic Model

Calibration Criteria”, [ACM.001.032.5445] with attachment

[ACM.001.032.5447].

4. Email from Robert Morris to David Tucker and copied to others, sent at

2:08pm on 15 August 2005, entitled “RE: Journey Time Data”,

[ACM.001.034.8154].


92

5. Email from Richard Jagger to Alan Broadbent, Robert Morris and others,

sent at 6:55pm on 10 May 2006, entitled “Traffic DDSC – latest key issues

report” with attachment entitled “100506 Traffic Key Issues List”,







HTS' Work and HTS' Conclusions

56. From no later than in or about July 2005 or, in the alternative, September or October

2005, HTS:

(a) undertook research, investigations and analysis into, or relating to:

(i) the strategic benefits and context of the NSBT Project;

(ii) the 31 October 2005 draft of what became the December 2005 Traffic

Reports and the forecasts contained therein;

(iii) updated information and updated forecasts prepared by AECOM Australia

between the 31 October 2005 draft of what became the December 2005

Traffic Reports and on or about 5 April 2006;

(iv) the Two Traffic Forecast Scenarios;

(v) which of the Two Traffic Forecast Scenarios was the appropriate basis

upon which to assess the equity case for the NSBT Project;

(vi) NIEIR's Growth Forecasts;

(vii) further to sub-paragraph (vi) above, NIEIR's population, employment and

growth forecasts, the impact of a possible lack of growth on AECOM

Australia's Traffic Forecasts and associated risks;

(viii) demand for the NSBT;

(ix) further to sub-paragraph (viii) above, the causes and drivers of current

and future demand both generally and cross-river, and the impact on

AECOM Australia's Traffic Forecasts if growth forecasts were not realised;

(x) trip generation;

(xi) trip origins and destinations and trip distribution patterns;

(xii) AECOM Australia's NSBT base year model, inputs into that base year

model, observed and modelled traffic flows and trip lengths and the

calibration and validation of that base year model by reference thereto;

(xiii) NSBT trip assignment, the toll choice modelling software, the structure of

the toll choice model, toll choice methodology and the modelling

approach, material assumptions and inputs to and in that model, time and

cost and VTTS and any risks associated with trip assignment;

(xiv) travel time savings, the impact of tolling changes, and capture by the

NSBT;


93

(xv) NSBT capacity;

(xvi) NSBT Project configuration, the impact of configuration on the market for

the NSBT and the impact of adding west facing connections between the

NSBT and the Inner City Bypass;

(xvii) existing and future network assumptions;

(xviii) further to sub-paragraph (xvii) above, existing and future network

assumptions in relation to competing routes;

(xix) Expansion Factors and Annualisation Factors and their effect on revenue

estimates, how they compared to such factors on other Australian toll

roads, risks associated with Expansion Factors and Annualisation Factors

and sensitivity testing on Expansion Factors and Annualisation Factors;

(xx) the key factors affecting, and the risks associated with, AECOM

Australia's Traffic Forecasts;

(xxi) sensitivity testing;

(xxii) further to sub-paragraph (xxi) above, sensitivity testing required to

produce a robust estimate from which an equity analysis can be

completed;

(xxiii) the "soundness" of AECOM Australia's NSBT traffic forecasting

methodology;

(xxiv) AECOM Australia's Traffic Forecasts, taking into account all relevant

information;

(xxv) AECOM Australia's Traffic Forecasts as compared with traffic flows on

other Australia toll roads;

(xxvi) the complexities of traffic forecasting, possible discrepancies, issues or

errors in AECOM Australia's Traffic Forecasts;

(xxvii) PB's Work;

(xxviii) the differences between AECOM Australia's Traffic Forecasts and

AECOM Australia's Earlier EIS Forecasts;

(b) produced, and provided to the RCM Consortium, advice, feedback, reports and

other work product into or relating to the matters alleged in sub-paragraph (a)

above (HTS' Report); and

(c) gave presentations to the RCM Consortium as to the outcomes of its work,

(together, HTS' Work).

Particulars

1. Email from Adam Chittendon to Sarah Chate and David Plowman sent at

14:50 on 15 July 2005, entitled "Re: Roadshow Agenda and

Accompanying Notes" with attachments entitled "0507_14 Roadshow

Agenda_AC mk-up.doc" and "0507_13 Roadshow Agenda NOTE_AC mk-

up.doc", [RCG.001.001.5244] and attachments [RCG.001.001.5247] and

[RCG.001.001.5251].


94

2. Email from Alen Lau to Calum Hutcheson and copied to Peter Hicks and

Alan Broadbent sent at 15:21 on 10 October 2005, entitled "re: RiverCity

Motorway Base Year Model Report" with attachment entitled "Base Year

Model_AL101005.pdf", [ACM.001.033.6881] and attachment

[ACM.001.033.6882].

3. Email from Calum Hutcheson to Richard Jagger sent at 02:09PM on 10

October 2005, entitled "Re:", email from Richard Jagger to Peter Hicks

sent at 2:11pm on 12 October 2005, entitled "Fw: Re:" and email from

Peter Hicks to Alan Broadbent at 13:53 on 12 October 2005 entitled "FW:

Re:" with attachment entitled "HTS03017M01 - NSBT Questions.pdf",


4. Email from Alan Broadbent to Calum Hutcheson and copied to Peter

Hicks sent at 17:54 on 12 October 2005, entitled "River City Motorway

Calibration Spreadsheet" with attachment entitled

"Calibration_CHutch_12Oct.zip", [ACM.001.033.6873] and attachment

[ACM.001.033.6874].

5. Email from Calum Hutcheson to Richard Jagger and copied to Peter Hicks

sent at 7:52am on 12 October 2005, entitled "HTS03017 - NSBT - Late

Question", [ACM.001.033.6865].

6. Email from Peter Hicks to Amanda Copping and others, sent at 13:30 on

18 October 2005, entitled “Meeting with Calum Hutcheson”, with

attachment entitled "CHutch Question 18Oct05.doc", [ACM.001.037.9035]

with attachment [ACM.001.037.9037].

7. Email from Peter Hicks to Richard Jagger sent at 10:31 on 20 October

2005, entitled "Final to Calum" with attachments including "CHutch info

19Oct1.zip" and "CHutch Question 20Oct05.doc", [ACM.001.033.6841]

and attachments [ACM.001.033.6843], [ACM.001.033.6844],

[ACM.001.033.6845], [ACM.001.033.6846], [ACM.001.033.6847] and

[ACM.001.033.6848].

8. Email from Peter Hicks to Calum Hutcheson copied to Richard Jagger and

Nick Entsch sent at 4:42pm on 23 October 2005, entitled "Additional

Information", email from Calum Hutcheson to Peter Hicks copied to

Richard Jagger and Nick Entsch sent at 10:19am on 24 October 2005,

entitled "RE: Additional Information" and email from Peter Hicks to Alan

Broadbent sent at 11:02 on 24 October 2005, entitled "FW: Additional

Information" with attachment entitled "HTS03017x01 - AADT

Comparisons.xls", [ACM.001.038.1446] and attachment

[ACM.001.038.1448].


11:23am on 2 November 2005, entitled “HTS03017 – NSBT” with

attachment entitled "Calum brief 01 11 05.doc", [ACM.001.033.6939] with



November 2005, entitled "Comments on your written report" with

attachments entitled "Car Ownership Levels.xls", "Car Ownership

Levels.xls", "HCV base year analysis.xls" and "051109_RCM_Traffic

Upside.doc", [ACM.001.033.6967] with attachments [ACM.001.033.6969],

[ACM.001.033.6972], [ACM.001.033.6971] and [ACM.001.033.6970].


95

11. Email from Calum Hutcheson to Peter Hicks, Richard Jagger, Nicholas

Entsch and Alan Broadbent sent at 10:10am on 15 November 2005

entitled "RE: HTS03017 - NSBT" with attachments entitled

"HTS03017R01 (V03).pdf" and "HTS03017R01 (V03).doc",

[ACM.001.033.6976] and attachments [ACM.001.033.6979] and

[ACM.001.033.6980].

12. Email from Calum Hutcheson to Richard Jagger sent at 10:40am on 21

November 2005, entitled "HTS03017 - NSBT" and email from Richard

Jagger to Alan Broadbent at 13:04 on 22 November 2005 with attachment

entitled "HTS03017R01 (V03) - Addendum 1.pdf", [ACM.001.033.6987]


13. Email from Richard Jagger to Peter Hicks, sent at 3:48pm on 20 March

2006, entitled “Fw: HTS03017 – NSBT”, attaching a document entitled

“Brisbane North South Bypass Tunnel, Review of Patronage Assessment

Addendum 2 – Alternative Tolling Strategy (1.5 times for LCV and 2.65

times for HCV) 17 March 2006, Hutcheson Transport Solutions Pty Ltd”,


[ACM.001.033.7127].

14. Email from Richard Jagger to Peter Hicks and others, copied to Amanda

Copping, sent at 12:22pm on 5 April 2006, entitled, “Calum’s report”

attaching a document entitled, “Brisbane North South Bypass Tunnel,

Review of Patronage Assessment, Addendum 3, 5 April 2006, Hutcheson

Transport Solutions Pty Ltd”, [ACM.001.033.7177] with attachment

[ACM.001.033.7179].






57. HTS' ultimate conclusions and opinions expressed to the RCM Consortium (HTS'

Conclusions) were that:

(a) the NSBT would provide a through traffic route bypassing congestion points

within the Brisbane CBD and on feeder routes to nearby river crossings;

(b) relevant Brisbane river crossings were running at capacity in peak periods at that

time;

(c) AECOM Australia's NSBT traffic forecasting methodology was sound and used

the latest techniques and software applied by the patronage forecasting industry

for toll road assessments;

(d) AECOM Australia's NSBT traffic model was enhanced compared to the BSTM

which AECOM Australia had used to prepare AECOM Australia's Earlier EIS

Forecasts;

(e) further to sub-paragraph (d) above, AECOM Australia's NSBT traffic model was

enhanced compared to the BSTM which AECOM Australia had used to prepare

AECOM Australia's Earlier EIS Forecasts because it reflected:


96

(i) changes in population and employment between 2001 and 2005 that were

not included in the BSTM at the time of AECOM Australia's Earlier EIS

Forecasts;

(ii) travel trends (origin - destination patterns) revealed by the South East

Queensland Household Travel Survey completed in 2003 which were not

reflected in the BSTM at the time of AECOM Australia's Earlier EIS

Forecasts;

(iii) refinement of the model calibration using more detailed and up to date

traffic flow and travel time data;

(iv) refinement of the modelling process to incorporate the effects of stop/start

travel versus continuous travel; and

(v) stop/start travel versus continuous travel conditions and more detailed

surveys of attitudes to tolls in its toll diversion modelling;

(f) the more significant risks associated with NSBT traffic forecasting comprised

assumptions, data, inputs, and outputs related to:

(i) NIEIR's Growth Forecasts;

(ii) origin - destination patterns;

(iii) VTTS;

(iv) Expansion Factors and Annualisation Factors;

(v) vehicle mix; and

(vi) competing road upgrades;

(g) other assumptions, data, inputs, and outputs of, or in, or otherwise relating to,

AECOM Australia's NSBT traffic forecasts did not give rise to significant risk;

(h) AECOM Australia's traffic forecasting methodology to assign traffic to the road

system used a combined equilibrium/logit route choice assignment and that this

was an accepted standard for detailed modelling of toll roads;

(i) AECOM Australia's Earlier EIS Forecasts applied earlier BSTM forecasts which

were now substantially out of date and did not now adequately reflect recent

growth trends in the Brisbane region;

(j) NIEIR's Growth Forecasts constituted a substantial update to earlier BSTM

forecasts used to "drive" AECOM Australia's Earlier EIS Forecasts;

(k) NIEIR's Growth Forecasts were the key driver of expected and forecast future

demand growth;

(l) NIEIR's Growth Forecasts were the key driver of expected and forecast demand

growth across the Brisbane River;

(m) NIEIR's population and employment forecasts were supported by historical trends

and a detailed analysis of future potential growth;

(n) the differences between earlier BSTM forecasts of population and population

growth, and NIEIR's equivalent forecasts, reflected recent trends in population

and were reasonable and appropriate to adopt;


97

(o) the differences between earlier BSTM forecasts of employment and employment

growth and NIEIR's equivalent employment forecasts were more significant than

the differences between earlier BSTM forecasts of population and population

growth, and NIEIR's equivalent forecasts, were primarily due to increases in

workforce participation levels and were reasonable and appropriate to adopt;

(p) the differences between earlier BSTM forecasts of employment and employment

growth and NIEIR's equivalent employment forecasts would translate to a higher

level of employment and, hence, travel demands;

(q) significantly based upon NIEIR's Growth Forecasts, there was forecast to be a

97% increase in potential NSBT traffic between 2005 and 2010;

(r) the rate of growth in employment forecast by NIEIR was also a driver for

population growth beyond that forecast by NIEIR and that this would likely result

in even greater travel demands in the region and across the Brisbane River but

there would be significant negative impacts on NSBT patronage if NIEIR's Growth

Forecasts were not achieved;

(s) the reported Bank Case forecasts could be reasonably used as an indicator of

potential impacts arising from potential variations in NIEIR's population and

employment forecasts and, in all of the circumstances, the Bank Case forecasts

represented a sensitivity test for the NSBT Project;

(t) VTTS varied between projects and depended on various factors such as trip

purposes, time of day, road user income and vehicle types, maturity of the market

and the level of toll;

(u) the VTTS estimates and other parameter values determined by AECOM Australia

compared favourably with estimates produced for other toll road projects and

were a reasonable basis from which to produce an equity assessment of the

NSBT;

(v) there was nevertheless the potential for the modelling of VTTS to overestimate, or

underestimate, the potential catchment for the NSBT Project, that sensitivity

testing was required and had been performed and that sensitivity testing

ultimately indicated that, if VTTS were overestimated by 15 per cent, there would

be a negative 6.8 per cent effect on patronage and that this was HTS' worst case

assessment of the potential impacts of VTTS overestimation;

(w) Expansion Factors and Annualisation Factors were a critical part of the patronage

assessment and variation would have a substantial effect on revenue estimates;

(x) the Base Case Expansion Factors and Annualisation Factors were within the

range experienced for other toll roads and were not unreasonable;

(y) the lower Expansion Factors and Annualisation Factors used to derive the Bank

Case forecasts ought be considered in, or as, sensitivity testing of the Base Case

Expansion Factors and Annualisation Factors;

(z) the growth factors assumed for the Expansion Factors and Annualisation Factors

for both the Bank Case forecasts and the Base Case forecasts were conservative

and reasonable for assessment of any equity bid;

(aa) the addition of a west facing connection between the NSBT and the Inner City

Bypass would increase the potential market for the NSBT;


98

(bb) the effects and impacts of key projects and other future road network

improvements were appropriately incorporated and no adjustments were required

for an equity assessment beyond what had already been incorporated in AECOM

Australia's NSBT modelling;

(cc) the AECOM Australia's NSBT traffic model conservatively overestimated the

effects of toll changes;

(dd) AECOM Australia's Traffic Forecasts from 2026 to 2051 were based on

conservative growth assumptions and were reasonable for assessment of an

equity bid; and

(ee) in all of the circumstances, AECOM Australia's Base Case forecasts were an

appropriate basis by which to assess the equity position and adjustments to those

forecasts were not required for an equity assessment.

Particulars

HTS' Conclusions are identified in the following documents:

1. Email from Calum Hutcheson to Peter Hicks, Richard Jagger, Nicholas

Entsch and Alan Broadbent sent at 10:10am on 15 November 2005,

entitled "RE: HTS03017 - NSBT" with attachments entitled

"HTS03017R01 (V03).pdf" and "HTS03017R01 (V03).doc",


[ACM.001.033.6980].

2. Email from Calum Hutcheson to Richard Jagger sent at 10:40am on 21

November 2005, entitled "HTS03017 - NSBT" and email from Richard

Jagger to Alan Broadbent at 13:04 on 22 November 2005 with attachment

entitled "HTS03017R01 (V03) - Addendum 1.pdf", [ACM.001.033.6987]



2006, entitled “Fw: HTS03017 – NSBT”, attaching a document entitled,





[ACM.001.033.7127].

4. Email from Richard Jagger to Peter Hicks, copied to others, sent at

12:22pm on 5 April 2006, entitled, “Calum’s report”, attaching a document

entitled “Brisbane North South Bypass Tunnel, Review of Patronage

Assessment, Addendum 3, 5 April 2006, Hutcheson Transport Solutions

Pty Ltd”, [ACM.001.033.7177] with attachment [ACM.001.033.7179].






58. Neither HTS' Conclusions nor HTS' Report included any recommendation or advice that,

nor did HTS otherwise recommend or advise either the RCM Consortium or AECOM

Australia that, any of AECOM Australia's Traffic Forecasts were inappropriate or


99

unreasonable or not based upon reasonable grounds and, or in the alternative, that a

warning to that effect was reasonably necessary or required.

Hicks' HTS Actions

59. From in or about July 2005 or, in the alternative, September or October 2005, Peter

Hicks:

(a) engaged HTS;

(b) agreed the scope of HTS' Engagement;

(c) provided instructions and information to HTS;

(d) engaged in correspondence, discussions and meetings with HTS, AECOM


concerning HTS and HTS' Work; and

(e) received reports, advice, feedback and other work product from HTS which

stated, contained and, or in the alternative, reflected HTS' Conclusions,

(together, Hicks' HTS Actions).

Particulars

Hicks’ HTS Actions as alleged above are illustrated in, and by, the following

documents:

1. Email from Alen Lau to Calum Hutcheson, copied to Peter Hicks and Alan

Broadbent, sent at 15:21 on 10 October 2005, entitled “re: RiverCity

Motorway Base Year Model report”, attaching a document entitled

“RiverCity Motorway Base year Model Validation report RiverCity

Motorway July 2005”, [ACM.001.033.6881] with attachment

[ACM.001.033.6882].

2. Email from Richard Jagger, ABN AMRO, to Peter Hicks, sent at 2:11pm

on 12 October 2005, attaching a memorandum drafted by Calum

Hutcheson, of HTS, entitled “HTS03017M01 - NSBT Questions.pdf",


3. Email from Alan Broadbent to Peter Hicks, copied to others, sent at 18:37

on 13 October 2005, entitled “Responses to Callum’s Questions” [sic].,

[ACM.001.027.1363]. Also see attachments [ACM.001.027.1364],

[ACM.001.027.1365], [ACM.001.027.1366], [ACM.001.027.1367], and

[ACM.001.027.1368].

4. Email from Peter Hicks to Amanda Copping, and others, sent at 13:30 on

18 October 2005, entitled “Meeting with Calum Hutcheson”, attaching

notes from a meeting, [ACM.001.037.9035] with attachment

[ACM.001.037.9037].

5. Email from Peter Hicks to Calum Hutcheson, sent at 15:41 on 23 October

2005, entitled “Additional Information”, attaching average annual daily

traffic information from other toll roads and an Excel spread sheet

containing sector to sector analysis, [ACM.001.111.6095] with



11:23am on 2 November 2005, entitled “HTS03017 – NSBT” attaching a


100

brief to Calum Hutcheson, [ACM.001.033.6939] with attachment

[ACM.001.033.6942].

7. Email from Alan Broadbent to Peter Hicks, sent at 4:59pm on 3 November

2005, entitled “Callum Model Runs” [sic]., [ACM.001.033.6947].

8. Email from Peter Hicks to Calum Hutcheson, copied to others, sent at

8:11 on 11 November 2005, entitled “Comments on your written report”,

attaching various portions of Calum Hutcheson’s report with comments in

mark-up, [ACM.001.033.6967] with attachments [ACM.001.033.6969],

[ACM.001.033.6970], [ACM.001.033.6971] and [ACM.001.033.6972].

9. Email from Peter Hicks to Calum Hutcheson, copied to others, sent at

13:04 on 11 November 2005, entitled “RE: Comments on your written

report”, [ACM.001.033.6962] with attachment [ACM.001.033.6965].

10. Email from Calum Hutcheson to Peter Hicks and others, sent at 10:10am

on 15 November 2005, entitled “RE: HTS03017 – NSBT”, attaching

version 3 of a document entitled, “Brisbane North South Bypass Tunnel,

Review of Patronage Assessment 15 November 2005, Hutcheson

Transport Solutions Pty Ltd”, [ACM.001.033.6976] with attachments

[ACM.001.033.6979] and [ACM.001.033.6980].


2006, entitled “Fw: HTS03017 – NSBT”, attaching a document entitled,





[ACM.001.033.7127].

12. Email from Richard Jagger to Peter Hicks, copied to others, sent at

12:22pm on 5 April 2006, entitled, “Calum’s report” attaching a document

entitled, “Brisbane North South Bypass Tunnel, Review of Patronage

Assessment, Addendum 3, 5 April 2006, Hutcheson Transport Solutions

Pty Ltd”, [ACM.001.033.7177] with attachment [ACM.001.033.7179].

13. Email from Peter Hicks to Alan Broadbent, sent at 18:23 on 1 May 2006,

entitled, “RE: Sensitivity Analysis”, [ACM.001.038.5377].






Beca's Work, Beca's NSBT Capacity Findings and Hicks' Beca Actions

Beca's Work

60. From in or about May 2005, and, in any event, from by no later than in or about early

August 2005, Beca:

(a) reviewed the concept design for the NSBT;

(b) reviewed documents which Beca considered to be relevant;

(c) reviewed design issues which Beca considered to be relevant to the NSBT;


101

(d) reviewed the technical feasibility of the proposed engineering solutions for road

and traffic matters;

(e) reviewed NSBT micro simulation models and videos for both 2011 and 2021

forecast AM Peak and afternoon peak periods;

(f) reviewed the NSBT lane capacity assumptions used by AECOM Australia in

deriving AECOM Australia's Traffic Forecasts which were developed and made in

circumstances where AECOM Australia had been otherwise instructed to

assume, for the purposes of AECOM Australia's NSBT Commission and AECOM

Australia's Traffic Forecasts, that the NSBT would be designed and built so as to

deliver the capacity required to carry forecast traffic flows (the NSBT Capacity

Assumptions);

(g) reviewed AM Peak northbound traffic flows on the SHT between 1993 and 2004;

(h) prepared its findings as to whether:

(i) the concept design was appropriate for the NSBT; and

(ii) the NSBT Capacity Assumptions were reasonable and appropriate;

(i) prepared and provided the RCM Consortium with a report on the outcome of

Beca's work (Beca's Report); and

(j) prepared and provided the RCM Consortium with a letter summarising the key

factual matters and opinions expressed in Beca's Report for inclusion in the PDS

(Beca's PDS Summary Report),

(together, Beca's Work).

Particulars

1. "Scope of Services" set out in attachment 1 to "North South Bypass

Tunnel - Independent Engineer Exclusivity Agreement" signed on behalf

of Beca, and the Sponsor Clients and dated 9 September 2005,

[WLB.001.017.0793].

2. Email from Richard Jagger to Alan Broadbent and others, sent at 9:10am

on 8 May 2006, entitled "Capacity section from Beca report",


3. Beca's PDS Summary Report, PDS at pages 99-113,

[RCG.001.008.6127].






Beca's NSBT Capacity Findings

61. Beca's conclusions and opinions in relation to the NSBT Capacity Assumptions (Beca's

NSBT Capacity Findings) were that:

(a) the NSBT Capacity Assumptions as at the assumed opening of the NSBT in 2010

were:


102

(i) "in line" with observed SHT traffic flows; and

(ii) were an appropriate approach;

(b) analysis of SHT traffic flows indicated that, and how, lane capacities can, and do,

grow over time;

(c) it was reasonable to assume future increases in lane capacities due to improved

traffic management and vehicle technology over time; and

(d) it was not, in the circumstances, inappropriate or unreasonable to assume linear

increases in NSBT lane capacity from 2011 to 2021 so as to reflect expectations

of improved vehicle designs and braking and acceleration performance, improved

driver information and better traffic management over that time.; and

Particulars

1. Email from Richard Jagger to Alan Broadbent and others, sent at 9:10am

on 8 May 2006, entitled "Capacity section from Beca report",


2. Beca's PDS Summary Report, PDS pages 99-113, [RCG.001.008.6127].






62. Neither Beca's Report, Beca's PDS Summary Report nor Beca's NSBT Capacity

Findings, contained any recommendation or advice that, nor did Beca otherwise

recommend or advise either the RCM Consortium or AECOM Australia that, AECOM

Australia's Traffic Forecasts were inappropriate or unreasonable or not based upon

reasonable grounds by reason of their having been made upon assumptions which

included the NSBT Capacity Assumptions and, or in the alternative, that a warning to that

effect was reasonably necessary or required.

Hicks' Beca Actions

63. From in or about June 2005, Peter Hicks:

(a) engaged Beca;

(b) agreed the scope of Beca's Engagement;

(c) provided instructions to Beca;

(d) engaged in correspondence, discussions and meetings with or concerning Beca

and Beca's Work;

(e) received reports, advice, feedback and other work product from Beca concerning

Beca’s NSBT Capacity Findings; and

(f) further to sub-paragraph (e) above, received Beca's Report and Beca's PDS

Summary Report,

(together, Hicks' Beca Actions).


103

Particulars

Hicks’ Beca Actions as alleged above are illustrated in, and by, the following

documents:

1. Peter Hicks attended a Sponsor Clients' meetings to discuss the retainer

and instructions to Beca, [RCG.001.001.4127] and [RCG.001.001.9352].

2. On or about 26 September 2005 Peter Hicks signed the Beca Exclusivity

Agreement, [WLB.001.017.0793].

3. On or about 8 May 2006 Peter Hicks reviewed a section from Beca's

Report as at in or about early December 2005 concerning NSBT and

surface capacity, [ACM.001.033.7396] and [ACM.001.033.7397].

4. Peter Hicks was a member of, and led, the TDDSC which considered

capacity assumptions and relevant parts of Beca's Report in or about

early to mid-May 2006, [ACM.002.001.7714].

5. Peter Hicks met with Beca on or about 16 May 2006 to discuss ABN

AMRO's comments on a draft of Beca's PDS Summary Report,

[WLB.003.012.4344].






Hicks' Financier and Investors Actions

64. From no later than in or about October 2005, Peter Hicks co-ordinated, supervised and

provided instructions and other inputs and feedback in connection with the preparation,

and distribution, of, and drafted, responses to questions or requests for information

received from, or by and on behalf of, RCM Financiers and Investors in respect of traffic

matters (Hicks' Financier and Investor Actions).

Particulars

Hicks’ Financier and Investor Actions as alleged above are illustrated in, or by,


1. Email from Adam Chittendon to David Plowman and Peter Hicks copying

in Dr Craig Shepherd and others sent at 10:47 on 25 July 2005, entitled

"Re: Roadshow 'Dry Run' Details for 27th July 2005", [NIR.001.001.0359].

2. Email from Peter Hicks to Dr Craig Shepherd sent at 13:42 on 26 July

2005, entitled "Draft Presentation" and email from Dr Craig Shepherd to

Peter Hicks, entitled "Fwd: Draft Presentation" with attachment entitled

"Financiers Roadshow NIEIR Draft 25th July.ppt", [NIR.001.001.0156] and


3. Email from Peter Hicks to Adam Chittendon and David Plowman copying

in Dr Craig Shepherd sent at 10:33 on 2 August 2005, entitled "Financier

Roadshow NIEIR Draft 29thJuly NP 2000Version.ppt",



104

4. Email from Peter Hicks to Deborah Hutchison sent at 06:45 on 27 July

2005, entitled "Re: NSBT Presentation" with attachment entitled

"NSBT_Traffic Modelling Overview 270705.ppt", [ACM.001.034.3116] and


5. Email from Peter Hicks to Matthew McCarthy and others sent at 12:38 on

28 July 2005, entitled "NSBT Maunsell Presentation One" with attachment

entitled "NSBT_Traffic Modelling Overview 270705.ppt",


6. Email from Philip Brogan to Peter Hicks and others sent at 18:30 on 2

August 2005, entitled "NSBT T&T - Presentation" with attachment entitled

"2005_0208a NSBT_Traffic Modelling Overview.ppt",


7. Email from Amanda Copping to Iain Stewart and others including Robert

Tiley and Dario Musso sent at 11:04 on 5 August 2005, entitled "UPDATE:

NSBT - Financiers Roadshow - 10th August, 2005 with attachment

entitled "0508_02 Roadshow Agenda_DP 10th August.pdf",

[WLB.003.004.9612] and attachment [WLB.003.004.9615].



[RCG.001.006.0385].

9. Email from Peter Hicks to Gillian Akers sent at 16:52 on 4 October 2005,

entitled "Draft Presentation" [RCG.001.001.8686].

10. Email from Marcus Lorentz to Iain Stewart and others including Robert

Tiley and Dario Musso sent at 17:18 on 5 October 2005, entitled "NSBT -

Traffic Report Working Note" with attachment entitled "NSBT - Traffic

Report Working Note - 5Oct05.doc", [WLB.003.004.8456] and attachment

[WLB.003.004.8457].

11. Email from Marcus Lorentz to Amanda Copping and Peter Hicks and

copied to others, sent at 09:09 on 7 October 2005, entitled "NSBT - Bank

Group Traffic Questions (Draft Working List) with attachment entitled

"NSBT - Bank Group Traffic Questions (Draft Working List - 7Oct05.doc",


12. Email from Peter Hicks to Alan Broadbent, sent at 5:02 on 7 October

2005, entitled “FW: NSBT Traffic etc”, [ACM.001.033.6718] and


13. Email from Alan Broadbent to Peter Hicks and copied to others, sent at

20:27 on 7 October 2005, entitled “Bank Questions – Preliminary

Response”, attaching a document entitled, “NSBT – Bank Group Traffic

Questions (Draft working List)”, [ACM.001.033.6701] with attachment

[ACM.001.033.6702].

14. Email from Alan Broadbent to Peter Hicks, sent at 21:27 on 7 October

2005, entitled “Re: FW: NSBT Traffic etc”, attaching a document entitled

“Preliminary response to Michael Hermans email”, [ACM.001.062.7234]


15. Email from Richard Jagger to Marcus Lorentz copied to others including

Peter Hicks, sent at 17:59 on 8 October 2005, entitled "Re: NSBT - Bank


105

Group Traffic Questions (Draft Working List)", [WLB.003.004.8275] with

attachments [WLB.003.004.8278] and [WLB.003.004.8279].

16. Email from Peter Hicks to Alan Broadbent, and copied to Dr Craig

Shepherd and others, sent at 07:15 on 9 October 2005, entitled “RE: FW

NSBT Traffic”, attaching documents entitled “Bond Questions

8Oct05.doc”, “Bank Question 8Oct05.doc” and “CKI Question 8Oct05.doc”


[ACM.001.033.6699] and [ACM.001.033.6700].

17. Email from Alan Broadbent to Peter Hicks, and copied to others, sent at

18:18 on 9 October 2005, entitled “Bank Responses (Additional

comments by AB)” attaching documents entitled “Bond Question AB

additional comments 9Oct05”, “Bank Questions AB additional comments

9Oct05” and “CKI Question AB additional comments 9Oct05”,


[ACM.001.033.6690] and [ACM.001.033.6691].

18. Email from Adam Chittendon, Babcock and Brown, to Peter Hicks, sent at

4:22pm on 11 October 2005, entitled “NSBT-Traffic review Queries”,

[ACM.001.111.5915].

19. Email from Peter Hicks to Richard Jagger and copied to others, sent at

5:23 on 13 October 2005, entitled "Consolidated Answers to Bank

Questions" attaching a document entitled “Bank Question 13Oct05.doc”


20. Email from Peter Hicks to Richard Jagger, copied to others, sent at 6:23

am on 13 October 2005, entitled “Consolidated Answers to Bank

Questions”, [ACM.001.111.5907] with attachment [ACM.001.111.5909].

21. Email from Richard Jagger to Marcus Lorentz copying in others including

Dario Musso and Robert Tiley sent at 08:54 on 13 October 2005, entitled

"Re: Fw: Traffic Report Update" with attachment entitled "Bank Question

13Oct05.doc", [WLB.003.004.7742] and attachment [WLB.003.004.7743].

22. Email from Peter Hicks to Richard Jagger, copied to Nicholas Entsch and

others, sent at 8:50 on 15 October 2005, entitled “RE: NSBT-Traffic

Review Queries”, [ACM.001.033.6642] with attachment

[ACM.001.033.6648].

23. Email from Peter Hicks to Richard Jagger, copied to Nick Entsch and

others, sent at 13:45 on 21 October 2005, entitled "Bank Answers" with

attachment entitled "Bank Question 21Oct05.doc" and another

attachment, [ACM.001.033.6675] and attachments [ACM.001.033.6676]

and [ACM.001.033.6677].

24. Email from Peter Hicks to Sandy Thomas, copied to Amanda Copping and

others, sent at 15:36 on 29 October 2005, entitled "Comments on Traffic

Report" with attachments including "Bank Question 29Oct05",


25. Email from Peter Hicks to Richard Jagger, copied to others, sent at 09:32

on 2 November 2005, entitled “Bank Responses” and attachments

including a Powerpoint presentation entitled “Traffic Forecasts – Base

Model Review – A Presentation to Project Financiers – Sponsors Advisor

- Parsons Brinckerhoff, 5 October 2005” and "Bank 2Nov05.doc",


106

[ACM.001.033.6732] and attachments [ACM.001.033.6734],

[ACM.001.033.6761], [ACM.001.033.6762], [ACM.001.033.6763],

[ACM.001.033.6764], [ACM.001.033.6765], [ACM.001.033.6766],

[ACM.001.033.6767], [ACM.001.033.6768], [ACM.001.033.6769],

[ACM.001.033.6770], [ACM.001.033.6771], [ACM.001.033.6772].

26. Email from Iain Stewart to John McNamee, Dario Musso, Robert Tiley and

others, sent at 15:29 on 3 November 2005, entitled "Re: Bank Base

Case", [WLB.003.004.7042]

27. Email from John McNamee to Dario Musso copied to others including

Robert Tiley sent at 12:47 on 3 November 2005, entitled "Re: Bank Base

Case", [WLB.003.004.7054].

28. Email from Peter Hicks to Sandy Thomas, Alan Broadbent. Richard

Jagger and Nick Entsch sent at 21:56 on 7 November 2005, entitled "The

Final! Bank queries" with attachment entitled "Bank Question

7Nov05.doc", [ACM.001.033.6773] and attachment [ACM.001.033.6774].

29. Email from Amanda Copping to Shane Logan of National Australia Bank

and others, sent at 9:12pm on 8 November 2005, entitled "Re: Impact of

Tunnel capacity on traffic breakeven", [WLB.003.004.6705].

30. Email from Marcus Lorentz to Amanda Copping and Peter Hicks and

copied to others, sent at 17:12 on 9 November 2005, entitled "NSBT

Additional traffic questions", [WLB.003.004.6692].

31. Email from Shane Logan to Amanda Waring and others including Dario

Musso and Robert Tiley sent at 10:35 on 11 November 2005, entitled "Re:

Expansion Factor Spreadsheet", [WLB.003.004.6573].

32. Email from Amanda Copping to Iain Stewart and others including Thao

Oakey, sent at 7:02pm on 11 November 2005, entitled "Timetable etc",

[WLB.001.010.0034].

33. Email from Peter Hicks to Robert Tiley, Amanda Copping and Richard

Jagger, copied to others including Dario Musso, sent at 20:45 on 11

November 2005, entitled "RE: Courier Mail article" with attachment

entitled "Extract from QTC report.doc", [WLB.003.004.6542] and

attachment [WLB.003.004.6544].

34. Email from Peter Hicks to Richard Jagger, copied to Amanda Copping

and others, sent at 12:50 on 12 November 2005, entitled "Bank Queries"

with attachments entitled "Bank Question 12 Nov05.doc" and "Appendix

G_RCMopeningyearexpfact.xls", [ACM.001.033.6803] and attachments

[ACM.001.033.6805] and [ACM.001.033.6806].

35. Email from Richard Jagger to Amanda Waring and others, copied to Peter

Hicks and Amanda Copping, sent at 16:34 on 12 November 2005, entitled

"Traffic responses", [WLB.003.004.6531] with attachments

[WLB.003.004.6532] and [WLB.003.004.6533].

36. Email exchange between Shane Logan and Peter Hicks and others

including Dario Musso and Robert Tiley sent at 10:03 on 15 November

2005 with attachment entitled "ALAN_EXP.xls", [WLB.003.004.6396] and

attachment [WLB.003.004.6400].


107

37. Email from Peter Hicks to Robert Morris and others, copied to Richard

Jagger and others, sent at 17.53 on 15 November 2005 entitled "RE:

Materials from this morning's EWG", [ACM.001.033.6624].

38. Email from Peter Hicks to Robert Tiley, copied to Richard Jagger, sent at

05:43 on 16 November 2005, entitled "Query re Comparison with MFM"

with attachment entitled "4. compare_Maunsell_models.xls",


39. Email from Peter Hicks to Amanda Waring and others including Dario

Musso and Robert Tiley, sent at 5:47am on 16 November 2005, entitled

"FW: Bank Issues", email from Dario Musso to Glen Boniface sent at

09:12 on 16 November 2005, entitled "FW: Bank Issues", with

attachments entitled "1. impact of $4.50 toll.doc", "2. deferred growth

sensitivities.xls" and "3. travel times.xls", [WLB.003.003.8778] and

attachments [WLB.003.003.8781], [WLB.003.003.8782], and

[WLB.003.003.8783].

40. Email exchange between Peter Hicks and Robert Tiley sent at 08:42 on

23 November 2005, entitled "Re: Query re Comparison with MFM",

[WLB.003.007.9968].

41. Email from Amanda Copping to Iain Stewart and others and copied to

Peter Hicks and others, sent 16:45 on 25 November 2005, entitled "NSBT

- Beca Response to Banks", [WLB.003.004.5296] with attachment

[WLB.003.004.5298].

42. Email from Marcus Lorentz to Amanda Copping and copied to others

including Peter Hicks, sent at 09:16 on 16 March 2006, entitled "NSBT -

Traffic Forecasts", [WLB.003.013.7797].

43. Email from Peter Hicks to Richard Jagger, copied to Alan Broadbent, sent

at 13:25 on 31 March 2006, entitled "FW: $3.50 Expansion Factor Note",

with attachment entitled "$3.50 expansion factors.doc",


44. Email from Richard Jagger to Richard Cooper, copied to Amanda Waring

and others including Dario Musso and Robert Tiley, sent at 13:58 on 31

March 2006, entitled "Re: $3.50 Traffic", [WLB.003.013.6944].

45. Email from Iain Stewart to John McNamee, copied to Amanda Waring and

others including Dario Musso and Robert Tiley, sent at 10:53 on 10 April

2006, entitled "Re: NSBT - Monday 10.30am Conference Call" with

attachment entitled "Memo BCC Bus Use of NSBT.pdf",


46. Email from Marcus Lorentz to Amanda Copping, copied to Robert Tiley,

Dario Musso and others, sent at 16:13 on 18 May 2006, entitled "Re:

traffic comments", [WLB.003.012.3156].

47. Email from Sandy Thomas, to Peter Hicks and others, sent at 15:34 on 19

May 2006, entitled “Amendments to NSBT traffic report in response to the

final bank requests of 18 May” [sic] [ACM.001.038.5440] with attachment

[ACM.001.038.5441].


108

48. Email from Peter Hicks to Marcus Lorentz and Amanda Copping, copied

to others, sent at 21:42 on 23 May 2006, entitled "RE: NSBT - Traffic",

[WLB.003.012.1420].






Registration of Non-Tolling RCM Proceedings Applicants as RCM SPVs by Sponsor

Clients

65. Further to paragraph 7 herein, between in or about October 2005 and December 2005,

the Sponsor Clients promoted the formation and registration of each of the Non-Tolling

RCM Proceedings Applicants, as RCM SPVs, as contemplated by AECOM Australia's

Contract and in furtherance of the Joint RCM Plan.

Particulars

AECOM Australia refers to and repeats the particulars to

paragraph 7 herein.

'Shadow' directors and officers of Non-Tolling RCM Proceedings Applicants

66. At all material times from the time each of the Non-Tolling RCM Proceedings Applicants

was registered:

(a) up to and including 16 May 2006, in the case of Malcolm Coleman; and

(b) up to at least August 2006, in the case of each of Peter Hicks, Robert Morris and

Charles Mott,

each of Peter Hicks, Robert Morris, Charles Mott and Malcolm Coleman, in their

respective capacities as directors and officers of each of the Non-Tolling RCM

Proceedings Applicants (together, the Four Directors), was subject to the direction and

control of, and was accustomed to acting in accordance with the instructions and wishes

of, the Sponsor Clients so as to:

(c) jointly constitute the Sponsor Clients as a single "director" of each of the Non-

Tolling RCM Proceedings Applicants within the meaning of "director" in section 9

of the Corporations Act; or, in the alternative,

(d) constitute each of the Sponsor Clients individually as a "director" of each of the

Non-Tolling RCM Proceedings Applicants within the meaning of "director" in

section 9 of the Corporations Act.

Particulars

1. The requisite control and direction, and action in accordance with

the instructions and wishes of, the Sponsor Clients, is to be

inferred from each of, or, in the alternative, from a combination of

some or all of the following facts, matters and circumstances:

(a) by no later than in or about April 2005 and prior to their

respective promotion and registrations, it was pre-

determined, by the Sponsor Clients, that the RCM SPVs


109

which became the Non-Tolling RCM Proceedings

Applicants would, in furtherance of the Joint RCM Plan:

(i) prepare and submit a NSBT Project Bid while

controlled by the Sponsor Clients; and

(ii) if the NSBT Project Bid succeeded:

(A) hold the NSBT Concession between them;

(B) raise debt,

(C) raise equity through the RCM IPO;

(D) reimburse the Sponsor Clients for the costs

and expenses incurred by or on behalf of

the Sponsor Clients in furtherance of the

Joint RCM Plan;

(E) engage, and pay, Leighton and

Baulderstone to undertake the design and

construction of the NSBT; and

(F) pay fees (including advisory and

underwriting fees) to the Sponsor Clients or

companies related to the Sponsor Clients;

(b) under, and in pursuit of, the Joint RCM Plan, at least up

until financial close:

(i) the Sponsor Clients, rather than the formally

appointed directors of the Non-Tolling RCM

Proceedings Applicants acting as such, were to be,

and were, responsible, for the NSBT Project Bid

and final negotiations and AECOM Australia refers

to and repeats sub-paragraphs 1(b) and 1(c) of the

particulars to sub-paragraphs 29(e)(i) - (iv) herein;

(ii) all material decisions in relation to revenue

forecasting and overall business planning, project

structuring, NSBT Project Bid strategy, NSBT

Project Bid approach, establishing the RCM SPVs,

NSBT Project Bid submission, negotiations in

respect of, or arising from, the NSBT Project Bid,

equity underwriting, debt procurement, equity

procurement and setting up organisational

structures were to be made, and were made, by

the Sponsor Clients, rather than by the formally

appointed directors of the Non-Tolling RCM

Proceedings Applicants acting as such, and were

subject to "sign-off" by the Sponsor Clients and

AECOM Australia refers to and repeats the


(iii) all administration and strategic direction was to be,

and was, provided by the Sponsor Clients through

the RCM Steering Committee (rather than by the

formally appointed directors of the Non-Tolling


110

RCM Proceedings Applicants acting as such) and

AECOM Australia refers to and repeats sub-

paragraph 1(c) of the particulars to sub-paragraphs

29(e)(i) - (iv) herein; and, or in the alternative

(iv) NSBT Project Bids were subject to "sign-off" by the

Sponsor Clients and AECOM Australia refers to

and repeats sub-paragraph 1(b) of the particulars

to sub-paragraph 29(e)(i) - (iv) herein;

(c) the Non-Tolling RCM Proceedings Applicants did not have

financial capacities, or other necessary resources,

independent to that of the Sponsor Clients and AECOM

Australia refers to and repeats sub-paragraph 1(c) of the


(d) the Four Directors, who were each either an employee of,

or an employed consultant to, one of the Sponsor Clients,

were appointed as directors of the Non-Tolling RCM

Proceedings Applicants:

(i) by or at the request and direction of the Sponsor

Clients; and

(ii) in, and only in, order to implement the Joint RCM

Plan;

(e) the Sponsor Clients, the Non-Tolling RCM Proceedings

Applicants and the Four Directors made no distinction

between, and accepted, as was the case, that there was

no relevant distinction between, the separate existence,

roles and actions of the Sponsor Clients, on the one hand,

and the separate existence and roles of the Non-Tolling

RCM Proceedings Applicants, on the other hand, in

relation to the NSBT Project as demonstrated by:

(i) the repeated use of identical terminology by

Sponsor Clients, the Non-Tolling RCM

Proceedings Applicants and the Four Directors

(being at least "RiverCity Motorway", "RiverCity

Motorway consortium" and "RCM") to variously

refer to the Sponsor Clients, to the Sponsor Clients

and one or more of the Non-Tolling RCM

Proceedings Applicants or to one or more of the

Non-Tolling RCM Proceedings Applicants as in

[ACM.002.001.3550], [RCG.003.001.0019], and

[RCG.009.002.0031];

(ii) the covering letter to the NSBT Project Bid dated 7

December 2005 [RCG.003.001.0001] which is on

the letterhead of RCM Operations and RCM Asset

(as the Non-Tolling RCM Proceedings Applicants

which formally submitted the NSBT Project Bid),

but which:

(A) refers to "RCM" as being a consortium of

the Sponsor Clients and to the Sponsor


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Clients submitting "their" response to the

BCC's request for proposals and to the

Sponsor Clients' track record in respect of

privately funded infrastructure projects; and

(B) is signed by the Sponsor Clients (rather

than by RCM Operations and RCM Asset);

(iii) the letter from the Sponsor Clients to ABN AMRO

Bank N.V. Australian Branch, Calyon Australia

Limited, HSBC Bank Australia Limited, National

Australia Bank Limited and WestLB AG dated 10

April 2006, [WLB.001.027.0518];

(f) each of the decisions, directions and sign-offs set out in

sub-paragraphs (a) and (b) above, was a wish and

instruction of the Sponsor Clients given to, and given effect

to by, the Four Directors in their respective capacities as

directors of the Non-Tolling RCM Proceedings Applicants

without demur and, or in the alternative, without any

substantive, appropriate or adequate consideration by the

Four Directors in their respective capacities as directors of

the Non-Tolling RCM Proceedings Applicants and

independent of the wishes and, or in the alternative, the

decisions, directions, and instructions of the Sponsor

Clients, as to whether that wish and, or in the alternative,

that decision, direction and, or in the alternative,

instruction, was in the best interests of each of the, or that,

Non-Tolling Applicant;

(g) the minutes of meetings of directors of RCM Finance held

on 6 December 2005 [RCG.010.001.0060], which show

that the members of the board of directors of RCM Finance

present at a meeting held on 6 December 2005 (namely,

Peter Hicks, Charles Mott and Malcolm Coleman) met and

resolved, or purported to meet, consider and resolve,

within only five minutes, to accept a commitment letter to

provide Equity Bridge and Construction & Council facilities,

a Mandate Offer to act as joint lead arrangers to "RiverCity

Motorway" and an Offer to Finance Construction & Council

in regards to toll option A from the Sponsor Clients, which

were complex arrangements relating to equity

underwriting, debt procurement and equity procurement

concerning material commitments involving many

hundreds of millions of dollars; and

(h) the apparent absence of minutes of meetings or other

evidence indicating that the directors of any of the Non-

Tolling RCM Proceedings Applicants, which comprised the

Four Directors, met, considered and determined, as


and independently of the Sponsor Clients or at all, that one

or more of the Non-Tolling RCM Proceedings Applicants

should submit an NSBT Project Bid and, or in the

alternative, that the Non-Tolling RCM Proceedings


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Applicants should, between them, proceed with the NSBT

Project if the NSBT Project Bid was successful;

(i) the apparent absence of any evidence of any decision

being made by the Four Directors in their capacity as the


which was inconsistent with the Joint RCM Plan or the

wishes of, or any decision made by, the Sponsor Clients;

and

(j) the fact that it was pre-determined by the Joint RCM Plan

that Leighton and Baulderstone would undertake the

design and construction work for the NSBT if the NSBT

Project Bid succeeded and they were duly awarded that, or

those, valuable contracts without any attempt being made

to put that work out to competitive tender, notwithstanding

the size, complexity and cost of that work.







67. Further and in the alternative to paragraph 66 herein, at all material times up to and

including at least August 2006, the Sponsor Clients jointly or, in the alternative, each of

the Sponsor Clients individually, were or was:

(a) a "person" (for the purposes of the Corporations Act):

(i) who made or participated in making decisions that affected the whole, or a

substantial part, of the business of each Non-Tolling Applicant and

AECOM Australia refers to and repeats paragraph 66 herein and the

particulars thereto;

(ii) who had the capacity to affect significantly the financial standing of each

Non-Tolling Applicant in circumstances where:

(A) it was pre-determined, by the Sponsor Clients that the Non-Tolling

RCM Proceedings Applicants would, between them, submit an

NSBT Project Bid and hold the NSBT Concession and undertake

and complete the NSBT Project and operate the NSBT if the

NSBT Project Bid succeeded and AECOM Australia refers to and

repeats paragraph 5 and sub-paragraph 1(a) of the particulars to

paragraph 66 herein;

(B) submitting an NSBT Project Bid, holding the NSBT Concession

and undertaking and completing the NSBT Project and operating

the NSBT if the NSBT Project Bid succeeded required significant

financial capacity and resources; and

(C) both the Sponsor Clients and the Non-Tolling RCM Proceedings

Applicants knew, as was obvious in any event, that the Non-

Tolling RCM Proceedings Applicants did not have financial

capacities independent of the Sponsor Clients and AECOM

Australia refers to and repeats sub-paragraph 1(c) of the


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particulars to sub-paragraphs 29(e)(i) - (iv) herein; and, or in the

alternative

(iii) in accordance with whose instructions or wishes the directors of each

Non-Tolling Applicant were accustomed to act and AECOM Australia

refers to and repeats paragraph 66 herein and the particulars thereto; and

(b) by reason of the matters alleged in sub-paragraph (a) above or, in the alternative,

a combination of one or more of them:

(i) jointly constituted a single "officer" of each of the Non-Tolling RCM

Proceedings Applicants within the meaning of "officer" in section 9 of the

Corporations Act; or, in the alternative,

(ii) each individually an "officer" of each of the Non-Tolling RCM Proceedings

Applicants within the meaning of section 9 of the Corporations Act.

NSBT Traffic Forecast Facts

Peter Hicks' knowledge of NSBT Traffic Forecast Facts

68. By no later than 7 December 2005, before any NSBT Project Bid was submitted, and at

all material times thereafter, Peter Hicks knew each of the following matters (each of

these matters is hereafter collectively referred to as the NSBT Traffic Forecast Facts):

(a) there was competition for the NSBT Concession;

(b) AECOM Australia's Traffic Forecasts were prepared by AECOM Australia in

connection with a competitive bid to be presented to the BCC for the NSBT

Concession;

(c) the Sponsor Clients and, or in the alternative, related entities thereof would earn

substantial revenues, and were likely to earn or, at least, had the potential to

earn, substantial profits, if, but only if, the NSBT Project Bid was successful;

(d) future traffic volumes on the future road network of a large and rapidly growing

city depended upon many factors, particularly future population and employment

demographics and traffic and congestion levels on the road network, taking

account of various contingent future changes to the city and its road network;

(e) future traffic volumes on the future road network of Brisbane after 2005

particularly depended upon the factors identified in sub-paragraph (d) above;

(f) the types of, and bases for, the forecasts commissioned, the uses to which the

forecasts were to be put and the time and budget allowed for AECOM Australia's

NSBT Commission, and that each of these was relevant to the outcomes of

AECOM Australia's NSBT Work;

(g) AECOM Australia's NSBT Work:

(i) necessarily relied upon a complex set of data inputs and assumptions;

(ii) was otherwise complex; and

(iii) was not a precise science;

(h) the material choices and judgements to be made, and which had been made, as

to data inputs and assumptions or, in the alternative, material data inputs and

assumptions, in AECOM Australia's NSBT Work;


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(i) NSBT traffic volumes may not grow at the rate and, or in the alternative, times

projected;

(j) AECOM Australia could not, and did not, guarantee that NSBT traffic volumes

would grow at the rate and, or in the alternative, times projected or at all, or would

reach, stay at, or not fall from any particular level;

(k) AECOM Australia could not, and did not, guarantee that all, or necessarily any, of

the estimates and assumptions upon which AECOM Australia's NSBT Work was

performed would, in fact, be and, or in the alternative, continue to be, correct,

accurate or appropriate, or that projected future NSBT traffic volumes or other

NSBT Project outcomes would be achieved;

(l) AECOM Australia's projections of future NSBT traffic volumes would only be

illustrative of the outcomes derived from modelling a given set of instructions,

assumptions and inputs and may be materially affected by changes in economic

and other circumstances, may not be achieved and, or in the alternative, may not

prove to be correct;

(m) traffic forecasting and traffic forecasts are subject to obvious risks, inherent risks

and intrinsic uncertainties, especially in respect of what is, or is believed to be, a

large and rapidly growing city;

(n) AECOM Australia's NSBT traffic forecasting was subject to obvious risks, inherent

risks and intrinsic uncertainties, especially in respect of what was, or, in the

alternative, was reasonably believed to be, a large and rapidly growing city such

as Brisbane;

(o) traffic modelling process and methodology, from and by which traffic forecasts are

derived, necessarily involve various steps, assumptions and other inputs, many of

which are interdependent;

(p) further to sub-paragraph (o) above, traffic modelling process and methodology,

from and by which traffic forecasts are derived usually, or may, involve the

following steps, assumptions and other inputs, all or, in the alternative, many, of

which are interdependent:

(i) traffic count and journey time surveys;

(ii) stated and revealed preference or other consumer surveys;

(iii) estimates of road trips taken;

(iv) assumptions as to trip purposes;

(v) estimates and assumptions pertaining to economic conditions, population

growth, employment, land use and regional economic development;

(vi) estimates and forecasts of trip origins and trip destinations and their

distributions;

(vii) data assessment;

(viii) assumptions as to the perceived benefits and drawbacks of different

routes and driver response to tolls under different travel time scenarios

and different traffic and travel cost conditions;

(ix) assumptions as to network speeds and capacity;


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(x) toll model development;

(xi) trip assignment;

(xii) model calibration and validation;

(xiii) Expansion Factors;

(xiv) Annualisation Factors;

(xv) base and future year estimates of traffic and travel time; and

(xvi) assumptions in relation to government and council plans for roadwork

development;

(q) consistent with common and reasonable practice, AECOM Australia's NSBT

traffic forecasting methodology involved various steps, assumptions and other

inputs, all or, in the alternative, many of which were interdependent;

(r) further to sub-paragraph (q) above, AECOM Australia's NSBT traffic forecasting

methodology involved the steps, assumptions or other inputs set out in sub-

paragraph (p) above;

(s) the material choices and judgements to be made, and which had been made,

within AECOM Australia's traffic forecasting methodology, as to the steps,

assumptions or other inputs set out in sub-paragraph (p) above;

(t) assumptions and forecasts pertaining to population, population growth or decline,

employment, land use, economic development and trip generation were all

relevant to, and important in, forecasting future NSBT traffic volumes;

(u) population, population growth or decline, employment, land use, economic

development and trip generation were all relevant to, and had a material effect,

upon growth estimates and future NSBT traffic volumes;

(v) actual future NSBT traffic volumes would, or could, be affected, both directly and

indirectly, by numerous factors, many of which were unable to be predicted by

either AECOM Australia or the RCM Consortium;

(w) NSBT revenue, NSBT profitability, the ability of the Non-Tolling RCM Proceedings

Applicants and any other RCM SPV to pay their respective debts, and returns to

investors, were all materially influenced by how many vehicles used the NSBT in

the future;

(x) any of, or any combination of, the following factors could affect actual future

NSBT traffic volumes:

(i) economic developments;

(ii) demographic and economic conditions;

(iii) further to sub-paragraph (ii) above, inflation, upward movements in

relevant consumer price indexes, population growth, interest rates and

taxation;

(iv) the pace, nature and locations of population, employment or economic

growth (or decline) in Brisbane;

(v) industrial and residential shifts in the areas that the NSBT would, or might,

service;


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(vi) general traffic levels in the relevant area and on routes to and from the

NSBT;

(vii) trip distribution;

(viii) future network changes;

(ix) the planned and possible future capacity of the NSBT and the relevant

surrounding network;

(x) the occurrence and timing of other road projects;

(xi) further to sub-paragraph (x) above, the timing of the Gateway Bridge,

Airport Link and Hale Street Bridge projects;

(xii) any failure to make anticipated or assumed network changes;

(xiii) further to sub-paragraph (xii) above, any failure to proceed with the

scheduled introduction of a T3 lane on the Story Bridge;

(xiv) problems which might be experienced in integrating the NSBT into the

road network;

(xv) the fact, or possibility, of additional and, or in the alternative, unexpected

roadway alternatives;

(xvi) the quality and proximity of alternative roads and other transport

infrastructure;

(xvii) changing travel patterns and habits;

(xviii) toll rates;

(xix) the penetration of e-tolls into the marketplace;

(xx) drivers' willingness to pay tolls;

(xxi) whether the benefits offered by the NSBT (including travel time savings)

were considered by drivers to be worth the toll payment;

(xxii) the correlation between speed of travel and traffic volumes at relevant

points of time;

(xxiii) traffic levels and congestion in the relevant areas and on routes to and

from the NSBT;

(xxiv) the capacity of the NSBT and its feeder and competing roads; and, or in

the alternative,

(xxv) traffic demand variability at different times of the day, week and year;

(y) the material choices and judgements to be made, and which had been made,

within AECOM Australia's NSBT traffic forecasting methodology, as to the matters

set out in sub-paragraph (x) above;

(z) unanticipated, materially or significantly lower consumer confidence and, or in the

alternative, disposable incomes and, or in the alternative, a sudden, sharp,

material and enduring decline in consumer spending would have a material and

compounding, adverse effect on actual NSBT traffic compared to forecast traffic;


117

(aa) an unanticipated recession or material local, national or global economic

downturn(s) or crises would have a material and compounding adverse effect on

actual NSBT traffic compared to forecast traffic;

(bb) an abnormal level of growth and, or in the alternative, abnormal volatility in fuel

prices would, or may, have an adverse effect on actual NSBT traffic compared to

forecast traffic;

(cc) the proximity and quality of alternative roads and competing transport

infrastructure was relevant to, and would impact, actual NSBT traffic volumes;

(dd) the material choices and judgements to be made, and which had been made, as

to alternative roads and competing transport infrastructure and the impact of

those choice and judgements on AECOM Australia's NSBT traffic forecasting;

(ee) existing and future government plans and policies would, or may, have a

potentially adverse effect on actual NSBT traffic compared to forecast traffic;

(ff) materially or significantly increased public transport usage (either, or both, in

absolute terms and relative to private vehicle usage), would have a material and

compounding, adverse effect on actual NSBT traffic compared to forecast traffic;

(gg) material or significant adverse changes in network configuration compared to

forecast network configuration would have a material and compounding adverse

effect on actual NSBT traffic compared to forecast traffic;

(hh) a material and widespread reluctance, or a material decline, in driver willingness

to pay tolls, would have a material adverse effect on actual NSBT traffic


(ii) unanticipated material declines in driver capacity to pay tolls would have a

material adverse effect on actual NSBT traffic compared to forecast traffic;

(jj) unanticipated lower network congestion would have an adverse and

compounding effect on actual NSBT traffic compared to forecast traffic;

(kk) the anticipated or possible rate of future improvements in vehicle technology was

a material factor relevant to the assessment of road capacity for the NSBT and its

feeder and competitor roads;

(ll) the material choices and judgements to be made, and which had been made, as

to possible rate of future improvements in vehicle technology insofar as relevant

to capacity;

(mm) the types, and the extent to which, relevant and reliable historical traffic data was

available and the applications and limitations of that data;

(nn) further to sub-paragraph (mm) above, the types, and the extent to which, relevant

and reliable historical traffic data was available to effectively calibrate a base year

traffic model;

(oo) the material choices and judgements to be made, and which had been made, as

to whether, and to what extent, new or additional traffic surveys or traffic counts

could, or should, be undertaken;

(pp) the available choices as between, and the material advantages and

disadvantages of, forecasting NSBT traffic by reference to AM Peak traffic

volumes or, instead, by reference to weekday all-hour or other multi-period traffic


118

volumes and the judgements to be made, and which had been made, in relation

thereto;

(qq) the material uncertainties, risks and, or in the alternative, consequences of

choosing to base NSBT traffic forecasts upon AM Peak traffic volumes to forecast

future AAWT for the NSBT;

(rr) further to sub-paragraph (qq) above, that using Expansion Factors to forecast

future AAWT for the NSBT was not risk-free;

(ss) the material choices and judgements to be made, and which had been made, as

to the use, and impact of, and the uncertainties and risks involved in using, the

Expansion Factors used in AECOM Australia's NSBT traffic forecasting;

(tt) how and why those Expansion Factors were chosen and used;

(uu) the need for Annualisation Factors to predict future annual NSBT traffic demand

based upon estimated future AAWT;

(vv) further to sub-paragraph (uu) above, that using Annualisation Factors to forecast

future AAWT for the NSBT was not risk-free;

(ww) the material choices and judgements to be made, and which had been made, as

to the use, and impact of, and the uncertainties and risks involved in using, the

Annualisation Factors used in AECOM Australia's NSBT traffic forecasting;

(xx) how and why those Annualisation Factors were chosen and used;

(yy) there were inherent limitations in using data regarding other roads as a point of

comparison and guidance for forecasting future NSBT traffic volumes;

(zz) the material limitations which existed in using data regarding other roads as a

point of comparison and guidance for forecasting future NSBT traffic volumes;

(aaa) the material choices and judgements to be made, and which had been made, in

the use of data regarding other roads as a point of comparison and guidance for

forecasting future NSBT traffic volumes;

(bbb) the material choices and judgements to be made, and which had been made, the

uncertainties involved in, and the inherent limitations of, trip generation

estimation;

(ccc) the material choices and judgements to be made, and which had been made, in

respect of, the uncertainties involved in, and the inherent limitations of,

assumptions and inputs regarding trip purpose;

(ddd) the material choices and judgements to be made, and which had been made, in

respect of, the uncertainties involved in, and the inherent limitations of, toll choice

and route predictions;

(eee) the relevance, correlation and impact of network congestion, speed of travel,

travel time savings, traffic volumes and driver willingness to pay tolls to, and

upon, forecast NSBT traffic volumes;

(fff) the relevance and impact of perceived and actual driver willingness to pay, and

perceived and actual driver understanding of the cost and value of tolls;


119

(ggg) further to sub-paragraph (fff) above, the impact of any inherent or other features

of a toll road on the impact of perceived and actual driver willingness to pay, and

perceived and actual driver understanding of the cost and value of tolls;

(hhh) the material choices and judgements to be made, and which had been made,

regarding the matters set out in sub-paragraphs (fff) and (ggg) above and the

material assumptions and inputs used in AECOM Australia's NSBT Work as a

consequence thereof;

(iii) the material choices and judgements to be made, and which had been made, in

respect of, the uncertainties involved in, and the inherent limitations of, using

behavioural surveys to understand possible driver preferences in relation to the

NSBT and alternative routes;

(jjj) the material choices and judgements to be made, and which had been made, in

respect of issues relating to actual, and perceived, travel time savings, including

negative travel time savings;

(kkk) the material choices and judgements to be made, and which had been made, in

respect of, the uncertainties involved in, and the inherent limitations associated

with, forecasting future NSBT traffic;

(lll) the uncertainties and risks in traffic forecasting inevitably increased as the

forecast period lengthened;

(mmm) materially or significantly lower than assumed, or forecast, population, population

growth, employment, land use, economic development and, or in the alternative,

trip generation would have a material and compounding adverse effect on actual

NSBT traffic compared to forecast traffic;

(nnn) material or significant variation in the location of assumed, or forecast, population,

population growth, employment, land use, economic development and, or in the

alternative, trip generation would, or may, have a material compounding adverse


(ooo) AECOM Australia's NSBT traffic forecasting necessarily required, and relied

upon, NIEIR's Growth Forecasts;

(ppp) the scope, limitations and effect of NIEIR's Growth Forecasts;

(qqq) there was an obvious and inherent risk that actual future traffic volumes in the

NSBT would be materially below AECOM Australia's NSBT traffic forecasts,

through no fault of AECOM Australia, if NIEIR's Growth Forecasts were to prove

to be materially inaccurate for any reason;

(rrr) further to sub-paragraph (qqq) above, that there was an obvious and inherent risk

that actual future traffic volumes in the NSBT would be materially below AECOM

Australia's NSBT traffic forecasts, through no fault of AECOM Australia, if NIEIR's

Growth Forecasts were to prove to be materially inaccurate because:

(i) actual economic growth was lower and, or in the alternative, slower than

forecast or assumed in NIEIR's Growth Forecasts, generally or in zones of

particular relevance to the NSBT;

(ii) actual population, and, or in the alternative, actual population growth,

were different, than forecast, or assumed, in NIEIR's Growth Forecasts,

generally or in zones of particular relevance to the NSBT;


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(iii) actual employment and, or in the alternative, actual employment growth,

were lower than forecast, or assumed, in NIEIR's Growth Forecasts,


(iv) there were unanticipated increases in actual unemployment which NIEIR

had not forecast or taken into account in NIEIR's Growth Forecasts,


(v) actual wages and, or in the alternative, actual wages growth, were lower

than was forecast, or assumed, in NIEIR's Growth Forecasts, generally or

in zones of particular relevance to the NSBT;

(vi) unplanned or unexpected changes in public transport policy negatively

impacted the trip matrices produced by NIEIR by making public transport

more attractive; and, or in the alternative,

(vii) trip generation was lower than was forecast, or assumed, in NIEIR's

Growth Forecasts, generally or in zones of particular relevance to the

NSBT;

(sss) actual future NSBT traffic volumes would be significantly lower, and the NSBT

Project would or may prove to be unsuccessful or financially disastrous, through

no fault of AECOM Australia, if one or more of the events set out in sub-

paragraph (rrr) above occurred to a significant extent;

(ttt) debt facilities may not be available if the NSBT Project performed poorly;

(uuu) an investment in the NSBT would be subject to investment risk;

(vvv) further to sub-paragraph (uuu) above, an investment in the NSBT would be

subject to possible loss of capital invested and repayment of capital was not

guaranteed;

(www) if, contrary to NIEIR's Growth Forecasts, there was, for whatever reason(s), no

growth in cross-Brisbane River traffic between 2005 and after the NSBT opened

in 2010, actual NSBT traffic (ignoring ramp-up) would, or was likely to be, or there

was a reasonable prospect that it would or would likely be, more than 35% below

AECOM Australia's Traffic Forecasts;

(xxx) if actual NSBT traffic was more than 35% below AECOM Australia's Traffic

Forecasts on a sustained basis (ignoring ramp-up) then the NSBT Project would

prove to be unsuccessful or financially disastrous;

(yyy) there were obvious and inherent risks that the NSBT Project may prove to be

unsuccessful or financially disastrous if there were adverse external

developments;

(zzz) further to sub-paragraph (yyy) above, there were obvious and inherent risks that

the NSBT Project may prove to be unsuccessful or financially disastrous, if there

were adverse external developments which were:

(i) not reasonably capable of being predicted by AECOM Australia at the

time AECOM Australia's NSBT traffic forecasts were made, within the

context of AECOM Australia's NSBT Commission; or, in the alternative,

(ii) were not required to be assumed or predicted by the RCM Consortium;


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(aaaa) the material inputs, technical and other advice, feedback and assistance available

to AECOM Australia at the time AECOM Australia's NSBT Commission was

carried out;

(bbbb) in undertaking AECOM Australia's NSBT Work, AECOM Australia would be, and

was, dependent upon the availability of relevant and reliable information and

instructions, information and feedback given by or on behalf of the RCM

Consortium to AECOM Australia in connection with, or for the purposes of,

AECOM Australia's NSBT Commission;

(cccc) the material choices, judgements and assumptions to be made, and which had

been made, in respect of, and the source, nature, extent, content, scope, context

and limitations of, material assumptions made, or used, in AECOM Australia's

NSBT Work;

(dddd) the nature, scope and effect of the material risks that would, or might, materially

affect NSBT traffic forecasts;

(eeee) the nature, scope and effect of the material risks that AECOM Australia had taken

into account in arriving at NSBT traffic forecasts within the context of AECOM

Australia's NSBT Commission;

(ffff) the limitations of making comparisons with existing toll or other roads;

(gggg) the explanations, disclosures, qualifications, exclusions, disclaimers and other

limitations contained in drafts of AECOM Australia's Traffic Reports prior to 7

December 2005 and in the December 2005 Traffic Reports;

(hhhh) the extent to which AECOM Australia's NSBT traffic forecasts were, or were

capable of being reasonably regarded as, conservative;

(iiii) the extent to which the assumptions, inputs or other grounds used by AECOM

Australia to derive AECOM Australia's NSBT traffic forecasts were, or were

reasonably capable of being regarded as, reasonable;

(jjjj) the extent to which the use by AECOM Australia of the assumptions, inputs or

other grounds used to derive AECOM Australia's NSBT traffic forecasts was, or

was reasonably capable of being regarded as, reasonable;

(kkkk) the extent to which AECOM Australia's NSBT traffic forecasts were, or were

reasonably capable of being regarded as, reasonable or based upon reasonable

grounds;

(llll) whether or not AECOM Australia had relied on unreasonable predictions of traffic

growth in Brisbane after 2005 in its AECOM Australia's NSBT traffic forecasts

whether by reason of its reliance upon, and use of, NIEIR's Growth Forecasts, or

otherwise; and

(mmmm) up to $1 million of AECOM Australia's total possible $2.5 million retainer

under AECOM Australia's Contract was not payable to AECOM Australia if

financial close was not achieved (the AECOM Australia's Retainer Discount).

Particulars

1. Peter Hicks' knowledge of each of the NSBT Traffic Forecast

Facts arose, or in the alternative, is to be inferred from:


122

(a) his extensive expertise in the development, management,

maintenance and operation of major transport and other

infrastructure assets, and strong management skills as

alleged in sub-paragraph 29(b) herein;

(b) his experience gained in the course of Hicks' Leighton

Employment as alleged in sub-paragraph 29(c) herein;

(c) his experience in managing toll road and infrastructure

projects as alleged in sub-paragraph 29(c) herein;

(d) his Toll Road Expertise and Traffic Forecasting Expertise

as alleged, in each case, in sub-paragraph 29(d) herein;

(e) his appointment to the roles alleged in sub-paragraphs

29(e) and (f) herein in furtherance of the Joint RCM Plan in

connection with the NSBT Project;

(f) further to sub-paragraph (e) above:

(i) his appointment as the "RCM Project Director", the

head of the RCM Steering Committee, the leader

of the RCM Project Team, the Chief Executive

Officer of the Non-Tolling RCM Proceedings

Applicants, the head of the TDDSC, and as one of

the three key representatives, as alleged in sub-

paragraph 29(e) herein; and

(ii) his appointment as the person with authority, under

AECOM Australia's Contract, to act for the RCM

Consortium and Flow Tolling for all purposes in

connection with, the NSBT Project and in

accordance with all provisions of AECOM

Australia's Contract as alleged in sub-paragraphs

13(f) and 29(e) herein;

(g) the conferring of Hicks' Authority and Responsibilities as

alleged in sub-paragraph 29(g) herein;

(h) further to sub-paragraph (g) above, his particular

responsibilities:

(i) for making decisions in connection with, or in

respect of, traffic and revenue modelling, traffic

model calibration and traffic report writing as

alleged in sub-paragraph 29(g)(iii) herein;

(ii) to co-ordinate and supervise, obtain and provide

instructions, directions and other inputs, feedback

and assistance to, receive, review, approve and

accept reports, advice and other work product

from, and communicate with, AECOM Australia,

NIEIR, Keith Long, PB, HTS and Beca in

connection with traffic related aspects of the NSBT

Project as alleged in sub-paragraph 29(g)(iv)

herein;


123

(iii) to co-ordinate, supervise and provide instructions

and other inputs and feedback in connection with

the preparation and distribution of, and to draft

responses to questions or requests for information

received from, or by and on behalf of, RCM

Financiers and Investors in respect of traffic

matters as alleged in sub-paragraph 29(g)(v)

herein;

(i) Hicks' AECOM Australia Actions up to 7 December 2005

as alleged in paragraph 37 herein and as illustrated in, and

by, the documents listed in paragraphs 1 - 56 of the

particulars thereto; and

(j) further to sub-paragraph (i) above:

(i) his giving instructions or directions to AECOM

Australia in relation to at least the following traffic

and traffic forecasting matters:

(A) the scenarios for which NSBT forecasts

were to be made (that is, the Two Traffic

Forecast Scenarios);

(B) the use of NIEIR's Work;

(C) the assumption that the NSBT would be

designed and built to accommodate

forecast traffic;

(D) the use of AM Peak modelling; and

(E) the quantity and types of traffic survey work

to be paid for and undertaken;

(ii) his receipt and review of, commentary upon and

annotations upon, drafts of AECOM Australia's

Traffic Reports on or before 7 December 2005;

(iii) his receipt of the "Traffic Model Assumptions Book"

[RCG.003.001.0565], which was included with the

NSBT Project Bid signed by Peter Hicks and

Malcolm Coleman, and submitted to the BCC, on 7

December 2005;

(k) Hicks' NIEIR Actions up to 7 December 2005 as alleged in

paragraph 45 herein and as illustrated in, and by, the

documents listed in paragraphs 1 - 10 of the particulars

thereto;

(l) Hicks' Keith Long Actions up to 7 December 2005 as

alleged in paragraph 49 herein and as illustrated in, and

by, the documents listed in paragraphs 1 - 25 of the

particulars thereto;

(m) Hicks' PB Actions up to 7 December 2005 as alleged in



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thereto;

(n) Hicks’ HTS Actions up to 7 December 2005 as alleged in



thereto;

(o) Hicks’ Beca Actions up to 7 December 2005 as alleged in


documents listed in paragraphs 1 and 2 of the particulars

thereto;

(p) Hicks’ Financier and Investor Actions up to 7 December

2005 as alleged in paragraph 64 herein and as illustrated

in, and by, the documents listed in paragraphs 1 - 41 of the

particulars thereto.

2. AECOM Australia's Contract [ACM.002.002.0247].







69. Further and in the alternative to paragraph 68 herein, by no later than 7 December 2005

before any NSBT Project Bid was submitted on or about 7 December 2005, and at all

material times thereafter, Peter Hicks ought to have known each of the NSBT Traffic

Forecast Facts.

Particulars

AECOM Australia refers to and repeats the particulars to paragraph 68

herein.

Robert Morris' knowledge of NSBT Traffic Forecast Facts


all material times thereafter, Robert Morris knew each of the NSBT Traffic Forecast

Facts.

Particulars

1. Robert Morris' knowledge of each of the NSBT Traffic Forecast Facts

arose, or in the alternative, is to be inferred from:

(a) his experience as alleged in sub-paragraphs 30(b) - (g) herein;

(b) his Toll Road Expertise and Traffic Forecasting Expertise as

alleged, in each case, in sub-paragraph 30(g) herein;

(c) his appointment to the roles alleged in sub-paragraphs 30(h) -

(j) herein in furtherance of the Joint RCM Plan in connection

with the NSBT Project;

(d) the conferring of Morris' Authority and Responsibilities as

alleged in sub-paragraph 30(k) herein;


125

(e) Morris' AECOM Australia Actions up to 7 December 2005 as

alleged in paragraph 38 herein and as illustrated in, and by,

the documents listed in paragraphs 1 - 34 of the particulars

thereto;

(f) his receipt and review of drafts of AECOM Australia's Traffic

Reports on or before 7 December 2005 [ACM.001.035.4680];

(g) Morris' Keith Long Actions up to 7 December 2005 as alleged

in paragraph 50 herein and as illustrated in, and by, the


thereto; and

(h) Morris’ PB Actions up to 7 December 2005 as alleged in


documents listed in paragraphs 1 - 4 of the particulars thereto.







71. Further and in the alternative to paragraph 70 herein, by no later than 7 December 2005,

before any NSBT Project Bid was submitted and at all material times thereafter, Robert

Morris ought to have known each of the NSBT Traffic Forecast Facts.

Particulars


herein.

Charles Mott's knowledge of NSBT Traffic Forecast Facts


all material times thereafter, Charles Mott knew each of the NSBT Traffic Forecast Facts.

Particulars

1. Charles Mott's knowledge of each of the NSBT Traffic Forecast Facts


(a) his experience as alleged in sub-paragraphs 31(b) - (f) herein;

(b) his Toll Road Expertise and Traffic Forecasting Expertise as

alleged, in each case, in sub-paragraph 31(f) herein;

(c) his appointment to the roles alleged in sub-paragraphs 31(g)

and (h) herein in furtherance of the Joint RCM Plan in


(d) the conferring of Mott's Authority and Responsibilities as

alleged in sub-paragraph 31(i) herein;

(e) Charles Mott's attendance at the "NSBT - Financiers

Roadshow" on 10 August 2005 [WLB.003.004.9615];


126

(f) Mott's AECOM Australia Actions up to 7 December 2005 as

alleged in paragraph 39 herein and as illustrated in, and by,


thereto; and

(g) his receipt and review of drafts of AECOM Australia's Traffic

Reports on or before 7 December 2005, [ACM.001.035.4680].







73. Further and in the alternative to paragraph 72 herein, by no later than 7 December 2005,

before any NSBT Project Bid was submitted and at all material times thereafter, Charles

Mott ought to have known each of the NSBT Traffic Forecast Facts.

Particulars


herein.

Malcolm Coleman's knowledge of NSBT Traffic Forecast Facts

74. By no later than 7 December 2005, before any NSBT Project Bid, and at all material

times thereafter, Malcolm Coleman knew:

(a) each of the NSBT Traffic Forecast Facts; or, in the alternative,

(b) each of the following NSBT Traffic Forecast Facts (the following NSBT Traffic

Forecast Facts are hereafter referred to as Coleman's NSBT Traffic Forecast

Facts):

(i) there was competition for the NSBT Concession;

(ii) the Sponsor Clients and, or in the alternative, related entities thereof

would earn substantial revenues, and were likely to earn or, at least, had

the potential to earn, substantial profits, if, but only if, the NSBT Project

Bid was successful;

(iii) future traffic volumes on the future road network of a large and rapidly

growing city depended upon many factors, particularly future population

and employment demographics and traffic and congestion levels on the

road network, taking account of various contingent future changes to the

city and its road network;

(iv) future traffic volumes on the future road network of Brisbane after 2005

particularly depended upon the factors identified in sub-paragraph (iii)

above;

(v) the types of, and bases for, the forecasts commissioned, the uses to

which the forecasts were to be put and the time and budget allowed for

AECOM Australia's NSBT Commission, and that each of these was

relevant to the outcomes of AECOM Australia's NSBT Work;

(vi) AECOM Australia's NSBT Work:


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(A) necessarily relied upon a complex set of data inputs and

assumptions;

(B) was otherwise complex; and

(C) was not a precise science;

(vii) the material choices and judgements which had been made as to material

data inputs and assumptions in AECOM Australia's NSBT Work;

(viii) NSBT traffic volumes may not grow at the rate and, or in the alternative,

times projected;

(ix) AECOM Australia could not, and did not, guarantee that NSBT traffic

volumes would grow at the rate and, or in the alternative, times projected

or at all, or would reach, stay at, or not fall from any particular level;

(x) AECOM Australia could not, and did not, guarantee that all, or necessarily

any, of the estimates and assumptions upon which AECOM Australia's

NSBT Work was performed would, in fact, be and, or in the alternative,

continue to be, correct, accurate or appropriate, or that projected future

NSBT traffic volumes or other NSBT Project outcomes would be

achieved;

(xi) AECOM Australia's projections of future NSBT traffic volumes would only

be illustrative of the outcomes derived from modelling a given set of

instructions, assumptions and inputs and may be materially affected by

changes in economic and other circumstances, may not be achieved and,

or in the alternative, may not prove to be correct;

(xii) traffic forecasting and traffic forecasts are subject to obvious risks,

inherent risks and intrinsic uncertainties, especially in respect of what is,

or is believed to be, a large and rapidly growing city;

(xiii) AECOM Australia's NSBT traffic forecasting was subject to obvious risks,

inherent risks and intrinsic uncertainties, especially in respect of what

was, or, in the alternative, was reasonably believed to be, a large and

rapidly growing city such as Brisbane;

(xiv) traffic modelling process and methodology, from and by which traffic

forecasts are derived, necessarily involve various steps, assumptions and

other inputs, many of which are interdependent;

(xv) further to sub-paragraph (xiv) above, traffic modelling process and

methodology, from and by which traffic forecasts are derived may involve

the following steps, assumptions and other inputs, all or, in the alternative,

many, of which are interdependent:

(A) traffic count and journey time surveys;

(B) stated and revealed preference or other consumer surveys;

(C) estimates of road trips taken;

(D) assumptions as to trip purposes;

(E) estimates and assumptions pertaining to economic conditions,

population growth, employment, land use and regional economic

development;


128

(F) estimates and forecasts of trip origins and trip destinations and

their distributions;

(G) data assessment;

(H) assumptions as to the perceived benefits and drawbacks of



(I) assumptions as to network speeds and capacity;

(J) toll model development;

(K) trip assignment;

(L) model calibration and validation;

(M) Expansion Factors;

(N) Annualisation Factors;

(O) base and future year estimates of traffic and travel time; and

(P) assumptions in relation to government and council plans for

roadwork development;

(xvi) AECOM Australia's NSBT traffic forecasting methodology involved various

steps, assumptions and other inputs, all or, in the alternative, many of

which were interdependent;

(xvii) further to sub-paragraph (xvi) above, AECOM Australia's NSBT traffic

forecasting methodology involved the steps, assumptions or other inputs

set out in sub-paragraph (xv) above;

(xviii) the material choices and judgements which had been made, within

AECOM Australia's traffic forecasting methodology, as to the steps,

assumptions or other inputs set out in sub-paragraph (xv) above;

(xix) assumptions and forecasts pertaining to population, population growth or

decline, employment, land use, economic development and trip

generation were all relevant to, and important in, forecasting future NSBT

traffic volumes;

(xx) population, population growth or decline, employment, land use, economic

development and trip generation were all relevant to, and had a material

effect, upon growth estimates and future NSBT traffic volumes;

(xxi) actual future NSBT traffic volumes would, or could, be affected, both

directly and indirectly, by numerous factors, many of which were unable to

be predicted by either AECOM Australia or the RCM Consortium;

(xxii) NSBT revenue, NSBT profitability, the ability of the Non-Tolling RCM

Proceedings Applicants and any other RCM SPV to pay their respective

debts, and returns to investors, were all materially influenced by how

many vehicles used the NSBT in the future;

(xxiii) any of, or any combination of, the following factors could affect actual

future NSBT traffic volumes:

(A) economic developments;


129

(B) demographic and economic conditions;

(C) further to sub-paragraph (B) above, inflation, upward movements

in relevant consumer price indexes, population growth, interest

rates and taxation;

(D) the pace, nature and locations of population, employment or

economic growth (or decline) in Brisbane;

(E) industrial and residential shifts in the areas that the NSBT would,

or might, service;

(F) general traffic levels in the relevant area and on routes to and from

the NSBT;

(G) trip distribution;

(H) future network changes;

(I) the planned and possible future capacity of the NSBT and the

relevant surrounding network;

(J) the occurrence and timing of other road projects;

(K) further to sub-paragraph (J) above, the timing of the Gateway

Bridge, Airport Link and Hale Street Bridge projects;

(L) any failure to make anticipated or assumed network changes;

(M) further to sub-paragraph (L) above, any failure to proceed with the

scheduled introduction of a T3 lane on the Story Bridge;

(N) problems which might be experienced in integrating the NSBT into

the road network;

(O) the fact, or possibility, of additional and, or in the alternative,

unexpected roadway alternatives;

(P) the quality and proximity of alternative roads and other transport

infrastructure;

(Q) changing travel patterns and habits;

(R) toll rates;

(S) the penetration of e-tolls into the marketplace;

(T) drivers' willingness to pay tolls;

(U) whether the benefits offered by the NSBT (including travel time

savings) were considered by drivers to be worth the toll payment;

(V) traffic levels and congestion in the relevant areas and on routes to

and from the NSBT;

(W) the capacity of the NSBT and its feeder and competing roads;

and, or in the alternative,

(X) traffic demand variability at different times of the day, week and

year;


130

(xxiv) the material choices and judgements which had been made, within

AECOM Australia's NSBT traffic forecasting methodology, as to the

matters set out in sub-paragraph (xxiii) above;

(xxv) unanticipated, materially or significantly lower consumer confidence and,

or in the alternative, disposable incomes and, or in the alternative, a

sudden, sharp, material and enduring decline in consumer spending

would have a material and compounding, adverse effect on actual NSBT


(xxvi) an unanticipated recession or material local, national or global economic

downturn(s) or crises would have a material and compounding adverse


(xxvii) an abnormal level of growth and, or in the alternative, abnormal volatility

in fuel prices would, or may, have an adverse effect on actual NSBT traffic


(xxviii) the proximity and quality of alternative roads and competing transport

infrastructure was relevant to, and would impact, actual NSBT traffic

volumes;

(xxix) the material choices and judgements which had been made, as to

alternative roads and competing transport infrastructure and the impact of

those choice and judgements on AECOM Australia's NSBT traffic

forecasting;

(xxx) existing and future government plans and policies would, or may, have a

potentially adverse effect on actual NSBT traffic compared to forecast

traffic;

(xxxi) materially or significantly increased public transport usage (either, or both,

in absolute terms and relative to private vehicle usage), would have a

material and compounding, adverse effect on actual NSBT traffic


(xxxii) material or significant adverse changes in network configuration

compared to forecast network configuration would have a material and

compounding adverse effect on actual NSBT traffic compared to forecast

traffic;

(xxxiii) a material and widespread reluctance, or a material decline, in driver

willingness to pay tolls, would have a material adverse effect on actual

NSBT traffic compared to forecast traffic;

(xxxiv) unanticipated material declines in driver capacity to pay tolls would have a

material adverse effect on actual NSBT traffic compared to forecast traffic;

(xxxv) unanticipated lower network congestion would have an adverse and

compounding effect on actual NSBT traffic compared to forecast traffic;

(xxxvi) the anticipated or possible rate of future improvements in vehicle

technology was a material factor relevant to the assessment of road

capacity for the NSBT and its feeder and competitor roads;

(xxxvii) the material choices and judgements which had been made as to possible

rate of future improvements in vehicle technology insofar as relevant to

capacity;


131

(xxxviii) the available choices as between forecasting NSBT traffic by reference to

AM Peak traffic volumes or, instead, by reference to weekday all-hour or

other multi-period traffic volumes and the judgements to be made, and

which had been made, in relation thereto;

(xxxix) that using Expansion Factors to forecast future AAWT for the NSBT was

not risk-free;

(xl) the risks involved in using, the Expansion Factors used in AECOM

Australia's NSBT traffic forecasting;

(xli) how and why those Expansion Factors were chosen and used;

(xlii) the need for Annualisation Factors to predict future annual NSBT traffic

demand based upon estimated future AAWT;

(xliii) that using Annualisation Factors to forecast future AAWT for the NSBT

was not risk-free;

(xliv) how and why those Annualisation Factors were chosen and used;

(xlv) there were inherent limitations in using data regarding other roads as a

point of comparison and guidance for forecasting future NSBT traffic

volumes;

(xlvi) the uncertainties and risks in traffic forecasting inevitably increased as the

forecast period lengthened;

(xlvii) materially or significantly lower than assumed, or forecast, population,

population growth, employment, land use, economic development and, or

in the alternative, trip generation would have a material and compounding

adverse effect on actual NSBT traffic compared to forecast traffic;

(xlviii) material or significant variation in the location of assumed, or forecast,

population, population growth, employment, land use, economic

development and, or in the alternative, trip generation would, or may,

have a material compounding adverse effect on actual NSBT traffic


(xlix) AECOM Australia's NSBT traffic forecasting necessarily required, and

relied upon, NIEIR's Growth Forecasts;

(l) the scope, limitations and effect of NIEIR's Growth Forecasts;

(li) there was an obvious and inherent risk that actual future traffic volumes in

the NSBT would be materially below AECOM Australia's NSBT traffic

forecasts, through no fault of AECOM Australia, if NIEIR's Growth

Forecasts were to prove to be materially inaccurate for any reason;

(lii) further to sub-paragraph (li) above, that there was an obvious and

inherent risk that actual future traffic volumes in the NSBT would be

materially below AECOM Australia's NSBT traffic forecasts, through no

fault of AECOM Australia, if NIEIR's Growth Forecasts were to prove to be

materially inaccurate because:

(A) actual economic growth was lower and, or in the alternative,

slower than forecast or assumed in NIEIR's Growth Forecasts,



132

(B) actual population, and, or in the alternative, actual population

growth, were different, than forecast, or assumed, in NIEIR's

Growth Forecasts, generally or in zones of particular relevance to

the NSBT;

(C) actual employment and, or in the alternative, actual employment

growth, were lower than forecast, or assumed, in NIEIR's Growth

Forecasts, generally or in zones of particular relevance to the

NSBT;

(D) there were unanticipated increases in actual unemployment which

NIEIR had not forecast or taken into account in NIEIR's Growth


NSBT;

(E) actual wages and, or in the alternative, actual wages growth, were

lower than was forecast, or assumed, in NIEIR's Growth


NSBT;

(F) unplanned or unexpected changes in public transport policy

negatively impacted the trip matrices produced by NIEIR by

making public transport more attractive; and, or in the alternative,

(G) trip generation was lower than was forecast, or assumed, in

NIEIR's Growth Forecasts, generally or in zones of particular

relevance to the NSBT;

(liii) actual future NSBT traffic volumes would be significantly lower, and the

NSBT Project would or may prove to be unsuccessful or financially

disastrous, through no fault of AECOM Australia, if one or more of the

events set out in sub-paragraph (lii) above occurred to a significant extent;

(liv) debt facilities may not be available if the NSBT Project performed poorly;

(lv) an investment in the NSBT would be subject to investment risk;

(lvi) further to sub-paragraph (lv) above, an investment in the NSBT would be

subject to possible loss of capital invested and repayment of capital was

not guaranteed;

(lvii) there were obvious and inherent risks that the NSBT Project may prove to

be unsuccessful or financially disastrous if there were adverse external

developments;

(lviii) further to sub-paragraph (lvii) above, there were obvious and inherent

risks that the NSBT Project may prove to be unsuccessful or financially

disastrous, if there were adverse external developments which were:

(A) not reasonably capable of being predicted by AECOM Australia at

the time AECOM Australia's NSBT traffic forecasts were made,

within the context of AECOM Australia's NSBT Commission; or, in

the alternative,

(B) were not required to be assumed or predicted by the RCM

Consortium;


133

(lix) in undertaking AECOM Australia's NSBT Work, AECOM Australia would

be, and was, dependent upon the availability of relevant and reliable

information and instructions, information and feedback given by or on

behalf of the RCM Consortium to AECOM Australia in connection with, or

for the purposes of, AECOM Australia's NSBT Commission;

(lx) the nature, scope and effect of the material risks that would, or might,

materially affect AECOM Australia's NSBT traffic forecasts;

(lxi) the nature, scope and effect of the material risks that AECOM Australia

had taken into account in arriving at AECOM Australia's NSBT traffic

forecasts within the context of AECOM Australia's NSBT Commission;

(lxii) the explanations, disclosures, qualifications, exclusions, disclaimers and

other limitations contained in drafts of AECOM Australia's traffic reports

prior to 7 December 2005 and in the December 2005 Traffic Reports; and

(lxiii) the extent to which AECOM Australia's NSBT traffic forecasts were, or

were capable of being reasonably regarded as, conservative.

Particulars

1. Malcolm Coleman's knowledge of each of the NSBT Traffic Forecast

Facts or in the alternative Coleman's NSBT Traffic Forecast Facts,


(a) his experience as alleged in sub-paragraphs 32(b) and (c)

herein;

(b) his appointment to the roles alleged in sub-paragraphs 32(d)

and (e) herein in furtherance of the Joint RCM Plan in


(c) the conferring of Coleman's Authority and Responsibilities as

alleged in sub-paragraph 32(f) herein;

(d) Coleman's AECOM Australia Actions up to 7 December 2005

as alleged in paragraph 40 herein and as illustrated in, and by,


thereto;

(e) his receipt and review of drafts of AECOM Australia's Traffic

Reports on or before 7 December 2005, [ACM.001.035.4680];

and

(f) his receipt of the "Traffic Model Assumptions Book"

[RCG.003.001.0565], which was included with the NSBT

Project Bid signed by Peter Hicks and Malcolm Coleman and

submitted to the BCC on 7 December 2005.








134

75. Further and in the alternative to paragraph 74 herein, by no later than 7 December 2005

and before any NSBT Project Bid was submitted, and at all material times thereafter,

Malcolm Coleman ought to have known:

(a) each of the NSBT Traffic Forecast Facts; or, in the alternative,

(b) each of Coleman's NSBT Traffic Forecast Facts.

Particulars


herein.

NSBT Project Bid

76. On or about 7 December 2005, RCM Operations and RCM Asset submitted the NSBT

Project Bid to the BCC for, and in respect of, the NSBT Concession, in accordance with

the instructions and wishes of the Sponsor Clients and in furtherance of the Joint RCM

Plan.

Revised NSBT Project Bid

77. On or about 10 April 2006, RCM Operations and RCM Asset submitted a revised NSBT

Project Bid (the Revised NSBT Project Bid) to the BCC for, and in respect of, the NSBT

Concession in accordance with the instructions and wishes of the Sponsor Clients and in

furtherance of the Joint RCM Plan.

Award of NSBT Concession

78. On or about 27 April 2006, RCM Operations and RCM Asset were awarded the NSBT

Concession.

NSBT Project Funding

79. The NSBT Project had a projected total cost of approximately $2.88 billion, which was to

be financed as follows:

(a) approximately $1.336 billion in long-term secured debt to be provided by a

banking syndicate (the RCM Banking Syndicate);

(b) approximately $503 million to be advanced by the RCM Banking Syndicate on a

short-term basis to be repaid from $503 million to be received from the BCC for

specified construction works following the completion of the NSBT Project;

(c) approximately $700 million to be raised through the RCM IPO;

(d) approximately $186 million to be raised through a dividend reinvestment program;

and

(e) approximately $155 million to be raised through a deferred equity tranche to be

taken up by Leighton Motorway Investments Pty Ltd (a related company of

Leighton) and Bilfinger Berger BOT GmbH (a related company of both Bilfinger

and Baulderstone).

PDS Disclosure Obligation

80. At all material times:

(a) the RCM Consortium or, in the alternative, each of the Sponsor Clients, RCMML

and RCM Services;


135

(b) Peter Hicks; and

(c) Mallesons,

each knew, and understood or, in the alternative, ought to have known and understood,

that RCMML was prohibited from offering stapled units in the RCM Trusts (the RCM

Stapled Units) under the PDS if there was, either, a misleading or deceptive statement

in the PDS, or an omission from the PDS of any material required to be included in the

PDS under the Corporations Act,

(PDS Disclosure Obligation).

Mallesons' RCM IPO Actions


(a) Mallesons acted for the RCM Consortium or, in the alternative, RCMML and RCM

Services, and provided legal advice and other legal services, in connection with:

(i) due diligence required for the preparation of the PDS and the RCM IPO;

(ii) the role and actions of the DDC and TDDSC;

(iii) the preparation, form and contents of the PDS;

(iv) whether the PDS complied with the Corporations Act;

(v) whether the PDS was misleading or deceptive or likely to mislead or

deceive;

(vi) whether there were material omissions from the PDS;

(vii) the RCM IPO; and

(viii) all other legal aspects of the NSBT Project;

(b) two Mallesons partners were, and acted as, members of the DDC;

(c) other Mallesons partners and, or in the alternative, lawyers employed by

Mallesons, attended DDC meetings and provided legal advice to the DDC;

(d) Mallesons partners and, or in the alternative, lawyers employed by Mallesons,

attended TDDSC meetings and provided legal advice to or for the TDDSC;

(e) between no later than in or about December 2005 and 13 June 2006, Mallesons:

(i) assumed responsibility for the drafting of, and drafted, at least the

following sections of the PDS (Mallesons' PDS Preparation):

(A) section 5 (Corporate Structure and Taxation);

(B) section 6 (Board and Management);

(C) section 8 (Risk Factors);

(D) section 10 (Additional Information); and

(E) section 11 (Glossary); and

(ii) advised that, or, in the alternative advised that they believed on

reasonable grounds that:


136

(A) the PDS complied with Part 7.9 of the Corporations Act;

(B) no statement in the PDS was misleading or deceptive; and

(C) there were no omissions of required material from the PDS having

regard to the disclosure requirements of Subdivision C of Division

2 of Part 7.9 of the Corporations Act,

(together, Mallesons' RCM IPO Actions).

Particulars

1. Minutes of the first meeting of the DDC, 5 April 2006,

[RCG.007.001.0073].

2. Minutes of the second meeting of the DDC, 1 May 2006,

[RCG.012.001.0045].

3. Draft minutes of the third meeting of the DDC, 12 May 2006,

[RCG.012.002.0007].

4. Minutes of the fourth meeting of the DDC, 13 June 2006,

[RCG.012.002.0002].

5. Minutes of the fifth meeting of the DDC, 31 July 2006,

[RCG.012.003.0003].

6. Minutes of the sixth meeting of the DDC, 3 August 2006,

[RCG.012.003.0006].

7. David Storr and John Humphrey (the Two Mallesons DDC

Members) were Mallesons partners and members of the DDC.

8. Leisel Moorhead, Karen Thomson, Andrew Chew, Dominic

Bortoluzzi, Frank Coldwell, David Eliakim were Mallesons partners

or employees who attended one or more DDC meetings.

9. RCM- Due Diligence/PDS Work Plan [RCG.012.001.0051].

10. Draft PDS as at or on or about, 10 May 2006

[RCG.012.001.0277].

11. Email from Duncan Olde to David Storr, John Humphrey and

others sent at 8.12pm on 10 May 2006 entitled "RCM - DDC

Meeting # 3", [RCG.008.001.0152].

12. Email from Duncan Olde to David Storr, John Humphrey and

others sent at 7.08pm on 1 June 2006 entitled "RCM - DDC

Meeting # 4", [RCG.008.001.0081].

13. Letter from Mallesons to the directors, RCM Services, the

directors, RCMML and the members of the DDC and "the entities

they represent" dated 13 June 2006 [RCG.006.086.0185].

14. PDS at page 136, [RCG.001.008.6127].





137



course of the NSBT Project and documents currently the subject

of claims for privilege against production.

RCM IPO DDC

82. On or before 5 April 2006, the DDC was established, and convened, for the purposes of

the RCM IPO, to:

(a) co-ordinate and oversee the implementation of the due diligence process

established, by or on behalf of RCMML, in connection with the preparation of the

PDS;

(b) consider all expert reports prepared for, or in respect of, the NSBT Project and

determine whether each report should be included in the PDS; and

(c) verify the PDS,

(DDC Actions).

83. Between in or about 5 April 2006 and 3 August 2006, the DDC, including Robert Morris,

Peter Hicks and Charles Mott and the Two Mallesons DDC Members, undertook DDC

Actions.

Particulars

1. The DDC met on 5 April 2006. Minutes of this meeting relevantly

record the attendance of each of Robert Morris, Peter Hicks and

Charles Mott and the Two Mallesons DDC Members

[RCG.012.001.0003].

2. The DDC met on 1 May 2006. Minutes of this meeting relevantly

record the attendance of each of Robert Morris, Peter Hicks and

Charles Mott and David Storr [RCG.012.001.0045].

3. The DDC met on 12 May 2006. The agenda is relevantly

addressed to each of Robert Morris, Peter Hicks and Charles

Mott, and includes a "Verification Pack" which has been withheld

from AECOM Australia on the basis of a claim for privilege

[RCG.012.001.0386]. Minutes of this meeting relevantly record the

attendance of each of Robert Morris, Peter Hicks and Charles

Mott and the Two Mallesons DDC Members [RCG.012.001.0069].

4. It appears that a draft of the May 2006 Traffic Report was

circulated to the DDC on 8 May 2006 [ACM.001.049.4469].

5. The DDC met on 13 June 2006. The minutes of this meeting

relevantly record the attendance of each of Robert Morris, Peter

Hicks and Charles Mott and the Two Mallesons DDC Members

[RCG.005.007.0001].

6. The DDC met on 31 July 2006. The minutes of this meeting



[RCG.012.003.0003].


138

7. The DDC met on 3 August 2006. The minutes of this meeting



[RCG.012.003.0006].






course of the NSBT Project and documents currently the subject

of claims for privilege against production.

RCM IPO TDDSC

84. On or about 5 April 2006, the DDC resolved to establish the TDDSC as a DDC traffic

sub-committee under the leadership of Peter Hicks, and with members which included

Robert Morris, to:

(a) review the May 2006 Traffic Report and traffic and traffic forecasting issues;

(b) identify NSBT Project and RCM IPO traffic related risks and determine how those

risks should be dealt with;

(c) identify key issues and consider whether disclosure of each key issue was

required in the PDS or otherwise;

(d) produce a "Key Issues Report" which identified issues, provided commentary and

made recommendations as to whether and, if so, to what extent, certain matters

must be disclosed in the PDS (the TDDSC Key Issues Report); and

(e) advise the DDC of the findings of the TDDSC,

(the TDDSC Actions).

Particulars

1. Minutes of the first meeting of the DDC, 5 April 2006, items 4.2

and 4.4 [RCG.012.001.0003].

2. Minutes of the second meeting of the DDC, 1 May 2006, item 4.2

[RCG.012.001.0045].







85. At all material times up to on or about 11 May 2006, but before 24 May 2006, each of

Peter Hicks and Robert Morris participated in meetings of the TDDSC chaired by Peter

Hicks and, in the course thereof, reviewed, and discussed the May 2006 Traffic Report,

traffic and traffic forecasting issues and the TDDSC Key Issues Report and otherwise

undertook TDDSC Actions.


139

Particulars

1. The TDDSC met on 4 May 2006. The agenda for the meeting

identifies the invited attendees as including Peter Hicks and

Robert Morris [ACM.001.033.7389].

2. The TDDSC met again on 8 May 2006. The agenda for the

meeting identifies the invited attendees as including Peter Hicks

and Robert Morris and was received by each of them together with

a draft of the TDDSC Key Issues Report dated 4 May 2006,


[ACM.001.033.7419].

3. A further draft of the TDDSC Key Issues Report was circulated

between the members of the TDDSC by email from Richard

Jagger to, amongst others, Peter Hicks and Robert Morris, sent at

8:55pm on 10 May 2006, entitled "Traffic DDSC – latest key issues

report", [ACM.001.033.7423] attaching a draft of the TDDSC Key

Issues Report [ACM.001.033.7424].

4. The TDDSC met again on 11 May 2006. The agenda for the

meeting identifies the invited attendees as including Peter Hicks

and Robert Morris and was received by each of them together with

a draft of the TDDSC Key Issues Report dated 11 May 2006,


[ACM.001.091.9647].







86. The TDDSC Key Issues Report identified and discussed recommendations to the DDC in

respect of the following traffic related issues or matters:

(a) model and trip table development;

(b) current and future road network and capacity assumptions;

(c) toll choice probability;

(d) calibration and validation of base year model;

(e) economic assumptions;

(f) ramp up assumptions;

(g) Expansion Factor assumptions;

(h) LCV and HCV forecast assumptions;

(i) traffic model sensitivities;

(j) full electronic tolling assumptions;

(k) the HTS Report;


140

(l) "confidence in key outcomes";

(m) reliance on traffic report;

(n) "Low Case vs Base Case"; and

(o) "Why NSBT is not similar to the Cross City Tunnel".

Particulars

1. AECOM Australia refers to and repeats paragraphs 2 - 4 of the

particulars to paragraph 85 herein.






87. On or about 13 June 2006, the DDC considered and accepted the TDDSC Key Issues

Report (as updated)

Particulars

1. Minutes of the fourth meeting of the DDC, 13 June 2006,

[RCG.005.007.0001].






RCM Documents

88. On or about 16 May 2006, at contemporaneous meetings of the board of directors of

each of the Non-Tolling RCM Proceedings Applicants or, in the alternative, each of RCM

Operations, RCM Operations 2, RCM Finance, RCM Asset and RCM Services, Peter

Hicks, Robert Morris and Charles Mott, being the directors in attendance:

(a) noted that each of those Non-Tolling RCM Proceedings Applicants was a

member of the "Consortium" which has been successful in its bid for the NSBT

Concession; and

(b) resolved that each of those Non-Tolling RCM Proceedings Applicants or, in the

alternative, each of RCM Operations, RCM Operations 2, RCM Finance, RCM

Asset and RCM Services, execute and deliver a suite of documents with the BCC

and Sponsor Clients, amongst other parties, in connection with the NSBT Project

(RCM Documents).

Particulars

1. The meetings took place at or about 2.00pm on 16 May 2006 at Level

6, 88 Phillip Street, Sydney.

2. Minutes of meeting of Board of Directors of RCM Operations

[RCG.006.124.0001].


141

3. Minutes of meeting of Board of Directors of RCM Operations 2

[RCG.006.093.0071].

4. Minutes of meeting of Board of Directors of RCM Finance

[RCG.006.035.0197].

5. Minutes of meeting of Board of Directors of RCM Asset

[RCG.006.124.0073].

6. Minutes of meeting of Board of Directors of RCM Services

[RCG.006.093.0115].






89. Each of the resolutions alleged in paragraph 88(b) herein was made by the board of

directors of each of the Non-Tolling RCM Proceedings Applicants or, in the alternative,

each of RCM Operations, RCM Operations 2, RCM Finance, RCM Asset and RCM

Services:

(a) at a time when they were accustomed to acting in accordance with the Sponsor

Clients' instructions and, or in the alternative, wishes, in furtherance of the Joint

RCM Plan; and

(b) in accordance with the Sponsor Clients' instructions and, or in the alternative, the

Sponsor Clients' wishes in furtherance of the Joint RCM Plan.

Particulars

1. As to sub-paragraph (a) above, AECOM Australia refers to and

repeats paragraphs 66 and 67(a)(iii) herein and the particulars thereto.

2. As to sub-paragraph (b) above, it is to be inferred from, or by reason

of, the following matters:

(a) the existence of the Joint RCM Plan and AECOM Australia

refers to and repeats paragraph 5 herein and the particulars

thereto;

(b) the fact that the board of directors of each of the Non-Tolling

RCM Proceedings Applicants were accustomed to acting in

accordance with the Sponsor Clients' instructions and, or in

the alternative, wishes in furtherance of the Joint RCM Plan

and AECOM Australia refers to and repeats paragraphs 66

and 67(a)(iii) herein and the particulars thereto;

(c) the tender process agreed, and implemented, by the RCM

Consortium in respect of NSBT Project Bids required prior

sign-off by the Sponsor Clients before the submission of any

NSBT Project Bid to the BCC and entry into the RCM

Documents was only possible, necessary, and undertaken

because of the awarding of the NSBT Concession upon

acceptance of the Revised NSBT Project Bid approved by the

Sponsor Clients;


142

(d) the Joint RCM Plan contemplated, and the RCM Consortium

knew, that a successful bidder for the NSBT Concession

would be required to enter into contracts of the same or similar

nature as the RCM Documents in furtherance of the NSBT

Project and responsibility for project structuring, debt and

equity procurement and the negotiation and completion of

documentation for the NSBT Project was allocated to and, or

in the alternative, assumed, and undertaken, by the Sponsor

Clients and AECOM Australia refers to and repeats paragraph

3 of the particulars to paragraph 5 herein; and

(e) the RCM Documents included or, in the alternative, were

executed and delivered together with, documents executed

and, or in the alternative, delivered by one or more of the

Sponsor Clients as follows:

(i) Leighton and an entity related to Baulderstone, being

the documents known as the D&C Side Deed and the

D&C Contract;

(ii) Leighton and an entity related to Bilfinger, being the

documents known as the O&M Side Deed and the

O&M Consent Deed;

(iii) Leighton and an entity related to Baulderstone and

Bilfinger, being the document known as the D&C

Consent Deed; and

(iv) all of the Sponsor Clients, being the document known

as the Sponsor Support Deed [RCG.012.009.0020]

which included the recital that "The Sponsors have

developed the Project, and have established the

RiverCity Motorway Group that will be entering into the

Project Documents and intend to proceed to Financial

Close".






90. On or about 24 May 2006 certain of the Non-Tolling RCM Proceedings Applicants

entered into and delivered RCM Documents.

Instruction to prepare Summary Letter summarising Base Case

91. By no later than in or about November 2005, the RCM Consortium or, in the alternative,

the Sponsor Clients, RCM Services and RCMML, through Peter Hicks, requested, and

instructed, AECOM Australia to provide a letter summarising AECOM Australia’s traffic

forecasting methodology, its forecasts for the Base Case and certain other matters for

inclusion in the PDS.

Hicks' PDS Action

92. At all material times, Peter Hicks, acting for the RCM Consortium or, in the alternative,

the Sponsor Clients, RCMML and RCM Services:


143

(a) was actively involved in:

(i) the drafting and approval of the PDS; and

(ii) giving instructions, information, inputs and feedback to AECOM Australia

in connection with the preparation of AECOM Australia's Consented

Material; and

(b) made, and implemented, each of the following decisions (together, the PDS

Decisions):

(i) AECOM Australia's Consented Material would appear in the PDS in the

form it actually did and not otherwise;

(ii) neither AECOM Australia's Consented Material nor any other part of the

PDS would include:

(A) any detailed discussion of, or the actual forecasts prepared by

AECOM Australia in respect of, the Bank Case (referred to in the

Summary Letter as the alternative "Bank" scenario), as had been

proposed and requested by AECOM Australia;

(B) any reference to the percentage by which the Bank Case

forecasts were lower than the Base Case forecasts as had

appeared in earlier draft(s) of the Summary Letter prepared by

AECOM Australia;

(C) additional statements in respect of either the process of, or risks

associated with, AM Peak modelling, or the use of Expansion

Factors and Annualisation Factors (Additional AM Peak

Modelling Statements);

(D) a statement that PB opined that "ideally" AECOM Australia’s base

year model would have extended to an "all day" traffic model

(PB's Ideal Circumstances Statement);

(E) a statement that AECOM Australia's Earlier EIS Forecasts had

been prepared using an “all day” traffic model (the All Day

Statement);

(F) either AECOM Australia's Earlier EIS Forecasts or any reference

to the percentage by which the Forecasts were higher than

AECOM Australia's Earlier EIS Forecasts (together, AECOM

Australia's Earlier EIS Forecasts Statements);

(G) reference to the performance of either the CCT or the M7

(CCT/M7 Statements);

(H) a statement that “the feeder routes” for the NSBT were “not

constrained by capacity” in the off-peak period in 2005 (the

Feeder Roads 2005 Off-Peak Congestion Statement);

(I) a statement that the traffic forecast prepared by AECOM Australia

for the BCC’s "Feasibility Study and Environmental Impact

Statement" in November 2004 in respect of the Possible NSBT

determined or assumed that the notional daily capacity of the

NSBT was 95,000 cars (the 2004 EIS Possible NSBT Notional

Capacity Statement);


144

(J) a reference to an estimate made in connection with AECOM

Australia's Earlier EIS Forecasts that approximately 40% of traffic

using Story Bridge, William Jolly Bridge or Captain Cook Bridge

(the Three EIS Bridges) were “through trips” (the 2005 Three EIS

Bridges Through Trips Statement);

(K) a statement that the "road routes competing with the …[NSBT] …

included the Inner City Bypass" (the Inner City Bypass

Statement);

(L) any additional statements explaining that the Forecasts were

prepared as part of a competitive bid to win the NSBT

Concession; or

(M) any statement concerning the AECOM Australia's Retainer

Discount,

(together, the Omitted Statements);

(iii) the PDS would not include the May 2006 Traffic Report and a copy of the

May 2006 Traffic Report would not be made available to potential

acquirers of RCM Stapled Units (Potential RCM Stapled Unit Acquirers)

either:

(A) in the PDS; or

(B) on the "RiverCity Motorway" website, as proposed and requested

by AECOM Australia; or

(C) otherwise,

(Hicks' PDS Actions).

Particulars

1. As to sub-paragraph (a)(i) above, Peter Hicks' involvement in the

drafting and approval of the PDS is illustrated in, and by, the following

documents:

(a) Email from Sandy Thomas to Alan Broadbent sent at 12.50pm

on 31 October 2005 entitled “ConnectEast Product Disclosure

Statement of October 2004”, [ACM.001.038.3602] and


(b) Email from Peter Hicks to Stuart Marks and others sent at

2.04pm on 12 November 2005 entitled “RE: PDS – Updated

Key Themes” [RCG.001.002.0718] and attachment

[RCG.001.002.0720].

(c) Email from Peter Hicks to Stuart Marks sent at 4.38pm on 22

November 2005 entitled “RE: PDS page turn at

3pm”, [ACM.001.038.2839] and attachment

[ACM.001.038.2841].

(d) Email from Peter Hicks to Sandy Thomas sent at 3.54pm on

26 November 2005 entitled “FW: PDS Traffic Report –

Disclaimer”, [ACM.001.038.2579] and attachment

[ACM.001.038.2582].


145

(e) AECOM Australia also refers to and repeats paragraphs 82 -

87 above.

2. As to sub-paragraph (a)(ii) above, Peter Hicks' involvement in

giving instructions, information, inputs and feedback to AECOM

Australia in connection with the preparation of AECOM Australia's

Consented Material is illustrated in, and by, the following

documents:

(a) Email from Denis Johnston to Ashley Yelds and Alan

Broadbent, sent at 10:05am on 30 November 2005,

entitled “Re: RE: [Fwd: PDS Traffic Report - AAR Initial

Comments]”, [ACM.001.038.2807].

(b) Email from Ashley Yelds to Peter Hicks sent at 12.13pm

on 30 November 2005 entitled “RE: Traffic Forecast PDS”,

[ACM.001.033.9117] and [ACM.001.033.9121].

(c) Email from Peter Hicks to Ashley Yelds sent at 5.04pm on

30 November 2005 entitled “RE: Traffic Forecast PDS”,

[ACM.001.033.8752] with attachment

[ACM.001.033.8755].

(d) Email from Peter Hicks to Denis Johnston and Ashley

Yelds and copied to others, sent at 10:55am on 1

December 2005, entitled “RE: Traffic Forecast PDS”,

[ACM.001.033.8747].

(e) Email from Denis Johnston to Alan Broadbent, sent at

11:41am on 1 December 2005, entitled “Re: RE: [Fwd:

PDS Traffic Report - AAR Initial Comments]”,

[ACM.001.038.3202].

(f) Email from Alan Broadbent to Stuart Marks cc Peter Hicks

sent at 12.26pm on 1 December 2005 entitled “Revised

text for the Maunsell PDS report”, [ACM.001.038.3235]


(g) Email from Jabe Jerram to Peter Hicks and copied to

others, sent at 6:01pm on 1 December 2005, entitled “RE:

Revised text for the Maunsell PDS report”,

[ACM.001.038.3244].

(h) Email from Alan Broadbent to Sandy Thomas, sent at

9:10am on 2 December 2005, entitled “Revised PDS”,

attaching a document entitled “Traffic forecasts for the

North-South Bypass NSBT”, [ACM.001.038.3270] and


(i) Email from Michael Neal to Peter Hicks, Alan Broadbent

and others sent at 11.07pm on 7 May 2006 entitled “Re:

Investor presentation”, [ACM.001.049.4465].

(j) Email from Peter Hicks to Malcolm Haack and Thao Oakey

sent at 8.28am on 19 May 2006, entitled “RE: PDS clause

re availability of Maunsell report”, [ACM.001.015.3159].


146

(k) Email from Thao Oakey to Malcolm Haack sent at

11.52am on 23 May 2006 entitled “RE: Indemnity”


(l) Email from Malcolm Haack to Peter Hicks and copied to

others, sent at 5:00pm on 26 May 2006, entitled “NSBT

update”, [ACM.001.015.3050].

(m) Email from Peter Hicks to Alan Broadbent sent at 10.16am

on 29 May 2006 entitled “RE: NSBT – PDS Verification”,

[ACM.001.015.3228].

(n) Email from Peter Hicks to Malcolm Haack sent at 6.01am

on 1 June 2006 entitled “RE: Copy of Final Draft of

Investigating Accountants Report”, [ACM.001.017.3280]


(o) Email from Peter Hicks to Malcolm Haack sent at 10.59am

on 1 June 2006 entitled “RE: PDS Summary Letter”,

[ACM.001.015.3143].

3. As to sub-paragraph (b)(i) above:

(a) Email from Thao Oakey to Peter Hicks and others, sent at

9.20am on 20 October 2005 entitled “Sponsor meeting”,

[RCG.001.001.9352].

(b) Email from Malcolm Haack to Peter Hicks and copied to

others, sent at 5:00pm on 26 May 2006, entitled “NSBT

update”, [ACM.001.015.3050].

(c) Email from Sandy Thomas to Alan Broadbent, sent at

3.53pm on 2 May 2006 entitled “ABN comments on

Maunsell letter on section 9 of PDS”, attaching email from

Peter Hicks to Jabe Jerram cc others sent at 1.05am on 2

May 2006 entitled “RE: NSBT PDS”, [ACM.001.038.5682]

with attachment [ACM.001.038.5683] and

[ACM.001.038.5685].

(d) Email from Richard Jagger to Robert Morris, Peter Hicks

and others, sent at 2:31pm on 5 May 2006, entitled "Traffic

DDSC" [ACM.001.111.6657] attaching document entitled

"Traffic Due Diligence Subcommittee: Key Issues Report",

dated 5 May 2006, [ACM.001.111.6658].

(e) Email from Michael Neal to Peter Hicks, Alan Broadbent

and others, sent at 11.07pm on 7 May 2006 entitled “Re:


(f) Email from Richard Jagger to Peter Hicks and others, sent

at 15:51 on 11 May 2006, entitled "Traffic DDSC 11 May

Agenda" attaching the agenda for the Traffic Due Diligence

Subcommittee meeting held on 11 May 2006 and the

Traffic Due Diligence Subcommittee: Key Issues Report,

[ACM.001.091.9645] with attachments

[ACM.001.091.9646] and [ACM.001.091.9647].


147

(g) Email from Peter Hicks to Malcolm Haack, sent at 6.01am




(h) Email from Peter Hicks to Malcolm Haack sent at 10.59am

on 1 June 2006 entitled “RE: PDS Summary Letter”,

[ACM.001.015.3143].

4. As to sub-paragraph (b)(ii)(A) above:

(a) Email from Denis Johnston to Ashley Yelds and Alan

Broadbent dated 30 November 2005 sent at 10.05am

entitled "RE: [Fwd: PDS Traffic Report – AAR Initial

Comments]", [ACM.001.038.2807].

(b) Email from Denis Johnston to Alan Broadbent, sent at

11:41am on 1 December 2005, entitled “Re: RE: [Fwd:

PDS Traffic Report - AAR Initial Comments]”,

[ACM.001.038.3202].

(c) Email from Peter Hicks to Denis Johnston and Ashley

Yelds and copied to others, sent at 10:55am on 1

December 2005, entitled “RE: Traffic Forecast PDS”,

[ACM.001.033.8747].

(d) Email from Jabe Jerram to Peter Hicks and copied to

others, sent at 6:01pm on 1 December 2005, entitled “RE:

Revised text for the Maunsell PDS report”,

[ACM.001.038.3244].

(e) Email from Sandy Thomas to Alan Broadbent, sent at

3.53pm on 2 May 2006 entitled “ABN comments on

Maunsell letter on section 9 of PDS”, attaching email from

Peter Hicks to Jabe Jerram copied to others, sent at

1.05am on 2 May 2006 entitled “RE: NSBT PDS”,

[ACM.001.038.5682] and attachments

[ACM.001.038.5683] and [ACM.001.038.5685].

(f) Email from Richard Jagger to Peter Hicks and others, sent

at 2.31pm on 5 May 2006 entitled “Traffic DDSC”,

attaching document entitled "Draft Traffic Due Diligence

Subcommittee Key Issues Report", dated 4 May 2006,


[ACM.001.111.6658].

(g) Email from Michael Neal to Peter Hicks, Alan Broadbent

and others, sent at 11.07pm on 7 May 2006 entitled “Re:


(h) Email from Richard Jagger to Peter Hicks and others, sent






[ACM.001.091.9646] and [ACM.001.091.9647].


148

(i) Minutes of the Due Diligence Committee Meeting No. 3

dated 12 May 2006, [RCG.005.005.0080].

(j) Email from Peter Hicks to Malcolm Haack sent at 6.01am



and [ACM.001.017.3284].

(k) Email from Peter Hicks to Malcolm Haack, sent at

10.59am on 1 June 2006 entitled “RE: PDS Summary

Letter”, [ACM.001.015.3143].

5. As to sub-paragraph (b)(ii)(B) above:

(a) Email from Richard Jagger to Peter Hicks and others sent



Subcommittee Key Issues Report dated 4 May 2006",


[ACM.001.111.6658].

(b) Email from Richard Jagger to Peter Hicks and others, sent






[ACM.001.091.9646] and [ACM.001.091.9647].

(c) Email from Peter Hicks to Malcolm Haack, sent at 6.01am




(d) Email from Peter Hicks to Malcolm Haack, sent at

10.59am on 1 June 2006 entitled “RE: PDS Summary

Letter”, [ACM.001.015.3143].

6. As to sub-paragraph (b)(ii)(C) - (M) above:

(a) Email from Richard Jagger to Peter Hicks and others sent



Subcommittee Key Issues Report", dated 4 May 2006,


[ACM.001.111.6658].

(b) Email from Richard Jagger to Peter Hicks and others, sent






[ACM.001.091.9646] and [ACM.001.091.9647].

(c) Email from Peter Hicks to Malcolm Haack sent at 6.01am



149



7. As to sub-paragraph (b)(iii) above, email from Malcolm Haack to

Peter Hicks and Thao Oakey copied to others, sent at 5.34pm on

19 May 2006 entitled “RE: PDS clause re availability of Maunsell

report” [ACM.001.091.9124] and attachment [ACM.001.091.9129].

8. As to both sub-paragraphs (a) and (b) above, further particulars

may be supplied upon further review of already discovered and

subpoenaed documents and the review of documents and

evidence to be produced or served, including documents stored

on servers maintained by, or for and on behalf of, the Sponsor

Clients or, in the alternative, ABN AMRO, in the course of the

NSBT Project.

RCM PDS Action

93. At all material times, each of the Sponsor Clients, RCMML and RCM Services, by their

representative and agent, Peter Hicks:

(a) was actively involved in:

(i) the drafting and approval of the PDS; and

(ii) giving instructions, information, inputs and feedback to AECOM Australia

in connection with the preparation of AECOM Australia's Consented

Material; and

(b) made, and implemented, each of the PDS Decisions.

Particulars

1. As to Peter Hicks acting as the representative and agent of the

Sponsor Clients, RCMML and RCM Services, AECOM Australia

refers to and repeats sub-paragraphs 29(e) and (f) herein and the


2. As to sub-paragraph (a)(i) above, AECOM Australia refers to and

repeats the particulars to sub-paragraph 92(a)(i) herein.

3. As to sub-paragraph (a)(ii) above, AECOM Australia refers to and

repeats the particulars to sub-paragraph 92(a)(ii) herein.

4. As to sub-paragraph (b) above, AECOM Australia refers to and

repeats the particulars to sub-paragraph 92(b) herein.







Hicks' First PDS Confirmation

94. On 5 June 2006, Peter Hicks confirmed, to the directors of RCMML and to the members

of the DDC "and the entities they represent", in respect of matters falling within his area


150

of expertise, both on his own behalf and acting for the RCM Consortium or, in the

alternative, the RCM Group or, in the alternative, RCM Services that:

(a) he had been provided with a draft of the PDS;

(b) he understood that the PDS in, or substantially in, that form would be lodged with

the Australian Securities and Investments Commission;

(c) he had read the PDS;

(d) nothing had come to his attention that caused him to believe that:

(i) the PDS contained a statement that was misleading or deceptive;

(ii) there was an omission from the PDS of material required to be included

under the Corporations Act;

(iii) the PDS was "defective", as defined in sections 1021(B)(1) and 1022A(1)

of the Corporations Act; or

(iv) the PDS was not worded in a clear, concise and effective manner;

(e) he had answered, to the best of his knowledge and ability after due enquiry, all

questions and requests for information submitted to him in the course of the due

diligence inquiries carried out in connection with the preparation of the PDS which

were either in writing, asked or received in meetings convened for due diligence

inquiries and PDS drafting, which he was asked directly by or received from

members of the DDC or was asked or received in the verification process for the

PDS; and

(f) he had satisfied himself that all matters he considered to be material relating to

his knowledge of the RCM Trusts and the effect of the RCM IPO had been

identified to the DDC,

(Hicks' First PDS Confirmation).

Particulars

Hicks' First PDS Confirmation is in writing, signed by Peter Hicks and

dated 5 June 2006 [RCG.005.004.0016].

95. By reason of the matters alleged in paragraphs 29, 37, 45, 49, 54, 59, 63 and 64, 68, 80,

83 - 87, 91 and 92 - 94 (Hicks' Expertise), Hicks' First PDS Confirmation constituted

confirmation by Peter Hicks that he was not aware of any statement in the PDS that was

misleading or deceptive, or of any omission from the PDS of material required to be

included under the Corporations Act, whether arising from, in connection with, or by

reason of, AECOM Australia's Retainer Discount, the fact that AECOM Australia's work

was being used in a competitive bid for the NSBT Concession, the NSBT Traffic Forecast

Facts, AECOM Australia's Traffic Forecasts (including the Forecasts), AECOM Australia's

Traffic Reports, AECOM Australia's Consented Material, the making of the PDS

Decisions, or otherwise.

Hicks' Second PDS Confirmation

96. On 13 June 2006, Peter Hicks confirmed, to the directors of RCMML and to the members

of the DDC "and the entities they represent", in respect of matters falling within his area

of expertise, both on his own behalf and acting for the RCM Consortium or, in the

alternative, the RCM Group or, in the alternative, RCM Services that he was not aware

that there was any statement in the PDS that was misleading or deceptive, or of any


151

omission from the PDS of material required to be included under the Corporations Act

(Hicks' Second PDS Confirmation).

Particulars

Hicks' Second PDS Confirmation is in writing, signed by Peter Hicks and

dated 13 June 2006 [RCG.005.005.0442].

97. By reason of Hicks' Expertise, Hicks' Second PDS Confirmation constituted confirmation

by Peter Hicks that he was not aware of any statement in the PDS that was misleading or

deceptive, or of any omission from the PDS of material required to be included under the

Corporations Act, whether arising from, in connection with, or by reason of, AECOM

Australia's Retainer Discount, the fact that AECOM Australia's work was being used in a

competitive bid for the NSBT Concession, the NSBT Traffic Forecast Facts, AECOM

Australia's Traffic Forecasts (including the Forecasts), AECOM Australia's Traffic

Reports, AECOM Australia's Consented Material, the making of the PDS Decisions, or

otherwise.

Beca's PDS Summary Report

98. On or about 13 June 2006, Beca issued Beca's PDS Summary Report for inclusion in the

PDS with Beca's consent.

Particulars

Beca's PDS Summary Report, PDS at pages 99-113

[RCG.001.008.6127].

Summary Letter and RCM Trusts Indemnity

99. On or about 16 June 2006, AECOM Australia issued the Summary Letter for inclusion in

the PDS:

(a) upon the terms of, and subject to, AECOM Australia's PDS Consent; and

(b) subject to an agreement with RCMML, as the responsible entity of the RCM

Trusts and the proposed and ultimate issuer of RCM Stapled Units, to indemnify

AECOM Australia for all claims made by third parties arising out of the inclusion

of the Summary Letter in the PDS which are in excess of the aggregate amount

of $500,000 (the RCM Trusts Indemnity).

Particulars

1. AECOM Australia's PDS Consent is in writing and dated 20 June

2006 [ACM.001.015.4451].

2. PDS [ACM.001.015.2211] page 137.

3. PDS [ACM.001.015.2211] page 91.

4. RCM Trusts Indemnity [RCG.005.001.0010].







152

Mallesons' Traffic Forecast Facts

100. By no later than 13 June 2006, Mallesons knew, or ought to have known, each of the

following matters (together, Mallesons' Traffic Forecast Facts):

(a) that Mallesons had been retained to provide legal advice as to whether the PDS

met disclosure requirements under the Corporations Act;

(b) the contents of the TDDSC Key Issues Report;

(c) that AECOM Australia had modelled AM Peak only and had, as a result, used

Expansion Factors;

(d) that the way in which Expansion Factors were used could have an adverse affect

on the reliability of the Forecasts;

(e) that the TDDSC was considering whether the Summary Letter's disclosure of

"assumptions such as expansion factors and annualisation factors", met

"disclosure requirements";

(f) what the Summary Letter and the PDS stated regarding AECOM Australia's use

of AM Peak, Expansion Factors and Annualisation Factors and the Bank Case

forecasts;

(g) that AECOM Australia had made AECOM Australia's Earlier EIS Forecasts;

(h) that the Forecasts predicted significantly higher traffic volumes for the NSBT than

AECOM Australia's Earlier EIS Forecasts predicted for the Possible NSBT albeit,

for the NSBT, on the basis of more up-to-date information and using an enhanced

traffic model;

(i) that the Summary Letter stated that AECOM Australia had provided services to

the BCC for the BCC's "Feasibility Study and Environmental Impact Statement"

but neither the Summary Letter or the PDS otherwise disclosed that the

Forecasts predicted significantly higher traffic volumes for the NSBT than

AECOM Australia's Earlier EIS Forecasts predicted for the Possible NSBT, albeit

on the basis of more up-to-date information and using an enhanced traffic model;

(j) that at least the CCT, amongst other recently opened Australian toll roads, had

failed to meet forecast traffic numbers;

(k) that neither the Summary Letter or the PDS made any statements or disclosures

in respect of the CCT;

(l) that AECOM Australia had prepared its Forecasts as part of a competitive bid for

the NSBT Concession and what the Summary Letter and the PDS stated or

disclosed (if anything) regarding that fact;

(m) that Section 10 (Additional Information) of the PDS made disclosure in relation to

remuneration paid, or payable, to AECOM Australia;

(n) AECOM Australia's Retainer Discount; and

(o) what the Summary Letter and the PDS otherwise stated regarding AECOM

Australia's remuneration, and remuneration arrangements, under AECOM

Australia's Contract and what the Summary Letter and the PDS stated or

disclosed (if anything) regarding AECOM Australia's Retainer Discount.


153

Particulars

AECOM Australia refers to and repeats paragraph 81 herein and the


Hicks' Third PDS Confirmation

101. On 3 August 2006, Peter Hicks confirmed, to the directors of RCMML and to the

members of the DDC "and the entities they represent", in respect of matters falling within

his area of expertise, both on his own behalf and acting for the RCM Consortium or, in

the alternative, the RCM Group or, in the alternative, RCM Services that he was not

aware that there was any statement in the PDS that was misleading or deceptive, or of

any omission from the PDS of material required to be included under the Corporations

Act (Hicks' Third PDS Confirmation).

Particulars

Hicks' Third PDS Confirmation is in writing, signed by Peter Hicks and

dated 3 August 2006 [RCG.012.003.0022].

102. By reason of Hicks' Expertise, Hicks' Third PDS Confirmation constituted confirmation by

Peter Hicks that he was not aware of any statement in the PDS that was misleading or

deceptive, or of any omission from the PDS of material required to be included under the

Corporations Act, whether arising from, in connection with, or by reason of, AECOM

Australia's Retainer Discount, the fact that AECOM Australia's work was being used in a

competitive bid for the NSBT Concession, the NSBT Traffic Forecast Facts, AECOM

Australia's Traffic Forecasts (including the Forecasts), AECOM Australia's Traffic

Reports, AECOM Australia's Consented Material, the making of the PDS Decisions, or

otherwise.

PDS issue

103. On or about 21 June 2006, RCMML issued the PDS with the knowledge and approval of

the Sponsor Clients, RCM Services, Peter Hicks and Mallesons.

Particulars

1. PDS, second page and paragraph 10.12 [ACM.001.015.2211].

2. Consent of Peter Hicks [RCG.005.004.0015].






104. In accordance with the PDS Decisions, and to the knowledge of the Sponsor Clients,

RCMML, RCM Services, Peter Hicks and Mallesons, a copy of the May 2006 Traffic

Report was not made accessible to Potential RCM Stapled Unit Acquirers either in, or

with, the PDS as issued, on the "RiverCity Motorway" website (as proposed and

requested by AECOM Australia) or otherwise.

105. The PDS as issued included the Summary Letter and Beca's PDS Summary Report.

106. The PDS as issued did not contain, and each of the Sponsor Clients, RCMML, RCM

Services and Peter Hicks knew and intended that the PDS did not contain, either the

Omitted Statements or a copy of the May 2006 Traffic Report.


154

Particulars

AECOM Australia refers to and repeats paragraphs 92 and 93 herein.

NSBT opening

107. The NSBT opened to traffic on or about 16 March 2010.

Part C. Defence

155

Part C. Defence

Preliminary

108. To the extent that paragraph 1 of the SFASOC makes allegations against AECOM

Australia, AECOM Australia:

(a) does not know and therefore cannot admit that Group Members (hereafter each a

Class Member) acquired an interest in RCM Stapled Units on or about 4 August

2006 or at all;

(b) denies that any Class Member has suffered loss and damage because of the

conduct alleged against AECOM Australia in the SFASOC or at all; and

(c) does not know and therefore cannot admit that each Class Member has entered

into a litigation funding agreement with IMF (Australia) Ltd as at 27 July 2012.

109. AECOM Australia does not know and therefore cannot admit paragraph 2 of the

SFASOC.


SFASOC.

111. AECOM Australia admits paragraph 4 of the SFASOC.

RiverCity Motorway Group

112. As to paragraph 5 of the SFASOC, AECOM Australia:

(a) admits that RCMML is and was at all material times a company registered

pursuant to the Corporations Act; and

(b) otherwise does not know and therefore cannot admit paragraph 5.


(a) admits that RCM Services is and was at all material times a company registered

pursuant to the Corporations Act; and



SFASOC.





SFASOC.

NSBT


(a) says that the BCC granted the NSBT Concession to:

(i) RCM Asset as trustee of RCMAT; and

Part C. Defence

156

(ii) RCM Operations; and



(a) admits that the NSBT opened to traffic on or about 16 March 2010; and


PDS


(a) admits that RCMML was the responsible entity of the RCM Trusts on or about 21

June 2006;

(b) admits that RCMML held AFSL No. 297867;

(c) admits the issue of the PDS on or about 21 June 2006;

(d) admits that the offer under the PDS was an invitation to apply for RCM Stapled

Units;

(e) admits that RCMML was the issuer of the PDS;

(f) says that, in the PDS, RCMML stated that:

(i) it had previously appointed RCM Services to provide certain

administrative and other services to RCMML;

(ii) RCM Services had agreed to prepare a product disclosure statement in

respect of the offer of RCM Stapled Units; and

(iii) RCM Services had agreed to ensure that appropriate due diligence and

verification was performed in respect of that product disclosure statement;

and

(g) otherwise does not know and therefore cannot admit paragraph 14.


(a) admits that, in the PDS, RCMML stated that RCM Services had prepared the

PDS as alleged in paragraph 15 of the SFASOC; and

(b) otherwise does not know and therefore cannot admit that RCM Services in fact

prepared the PDS as alleged in paragraph 15.


(a) admits that, in the PDS, RCMML stated that RCM Services had given the consent

alleged; and

(b) otherwise does not know and therefore cannot admit that RCM Services had in

fact given the consent alleged in paragraph 16.


(a) says that AECOM Australia gave its consent as set out in AECOM Australia's

PDS Consent and refers to and repeats sub-paragraph 35(e) herein and

paragraphs 4 and 5 of the particulars thereto;

Part C. Defence

157

(b) will refer to the terms of AECOM Australia's PDS Consent for their full force and

effect at any trial;

(c) says that AECOM Australia's PDS Consent was only given on the basis that

AECOM Australia was not authorising the issue of the PDS and AECOM Australia

did not thereby make any representation regarding, took no responsibility for, and

was not responsible or liable for:

(i) any statements or material in the PDS which were not AECOM Australia's

Consented Material; or

(ii) omissions from the PDS;

Particulars

AECOM Australia repeats paragraphs 4 and 5 of the particulars to sub-paragraph 35(e) herein.

(d) says that it did not authorise the issue of the PDS and made no representation

regarding, took no responsibility for, and has no responsibility or liability for:

(i) any statements or material in the PDS which were not AECOM Australia's

Consented Material; or

(ii) omissions from the PDS;

Particulars

AECOM Australia repeats paragraphs 4 and 5 of the particulars to sub-paragraph 35(e) herein.

(e) further and in the alternative to sub-paragraphs (c) and (d) above, says that it

expressly disclaimed and expressly took no responsibility for, and is not

responsible or liable for or in respect of, any part of the PDS which is not AECOM

Australia's Consented Material;

Particulars

1. PDS, page 137 [ACM.001.015.2211].

2. Further particulars may be supplied upon further review of already discovered and subpoenaed documents and the review of documents and evidence to be produced or served, including documents stored on servers maintained by, or for and on behalf of, the Sponsor Clients or, in the alternative, ABN AMRO, in the course of the NSBT Project.

(f) otherwise denies paragraph 17.


(a) repeats sub-paragraphs 124(a) - (e) herein;

(b) will refer to the terms of the Summary Letter for their full force and effect at any

trial;

(c) denies that AECOM Australia's PDS Consent was given in respect of, or that

AECOM Australia consented to, the inclusion in the PDS of any statements which

Part C. Defence

158

were not AECOM Australia's Consented Material (Other Alleged AECOM

Australia PDS Statements);

(d) denies that it is responsible for, or liable in respect of, Other Alleged AECOM

Australia PDS Statements; and

(e) otherwise denies paragraph 18.

Alleged issue of RCM Stapled Units to Applicants


SFASOC.


SFASOC.

AECOM Australia's Earlier EIS Forecasts


(a) says that AECOM Australia's Earlier EIS Forecasts were in respect of the

Possible NSBT, rather than the NSBT;

(b) says that AECOM Australia's Earlier EIS Forecasts in respect of the Possible

NSBT were made using certain assumptions, estimates, forecasts and other

information appropriate and reasonably available to AECOM Australia in late

2004 and early 2005 (the Older EIS Information);

(c) says that the Forecasts were made using assumptions, estimates, forecasts and

other information appropriate and reasonably available to AECOM Australia at a

later time, being mid-to-late 2005 to mid-2006 (the Later RCM Information); and

(d) otherwise admits paragraph 21.


(a) refers to and repeats its response at paragraph 128 herein;

(b) admits sub-paragraphs (a) and (b);

(c) admits that the outcomes of AECOM Australia's Earlier EIS Forecasts were as set

out in sub-paragraph (c);

(d) denies sub-paragraph (d); and

(e) further says that references by AECOM Australia in AECOM Australia's Earlier

EIS Forecasts to a notional capacity of 95,000 vehicles were references to the

notional vehicle capacity of the Possible NSBT, rather than the NSBT.

The allegation that the Consented Material contained misleading or deceptive statements

Forecasts


(a) admits that the Forecasts set out in paragraph 23 appear in the Summary Letter;

(b) says that the Forecasts set out in paragraph 23 and which appear in the

Summary Letter were forecasts only in respect of the Base Case;

Part C. Defence

159

(c) says that the Summary Letter expressly stated that, and if and insofar as any

Class Member read the Summary Letter (which is not known to AECOM Australia

and therefore cannot be admitted), that Class Member knew or, in the alternative,

ought to have known, that:

(i) the Forecasts set out in paragraph 23 and which appear in the Summary

Letter were forecasts only in respect of the Base Case;

(ii) other forecasts (identified in the Summary Letter as forecasts in respect of

the "bank" scenario, which is the same scenario defined in this

TFAD4FAD as the Bank Case), using different and additional

conservative assumptions and caps on daily traffic flows, had been

prepared for the debt market (the Debt Market Forecasts);

(iii) the Debt Market Forecasts for the Bank Case produced lower traffic

forecasts than the Forecasts as a result of the different and additional

conservative assumptions and caps on daily traffic flows alleged in sub-

paragraph (ii) above; and

(iv) RCMML, RCM Services and their respective directors considered the

Base Case traffic forecast to be the most appropriate, and a sufficient,

traffic forecast for the purposes of the PDS and had thus directed that

AECOM Australia provide a summary letter of that Base Case scenario;

(d) further says that the Summary Letter expressly stated that, and if and insofar as

any Class Member read the Summary Letter (which is not known to AECOM

Australia and therefore cannot be admitted), that Class Member knew or, in the

alternative, ought to have known, that, the Forecasts were only AECOM

Australia's best judgements, at that time, of future NSBT traffic volumes for the

Base Case, made:

(i) within the time and budget available for the assignment; and

(ii) using estimates and forecasts provided by NIEIR as described therein;

and

(iii) other reasonably available data and other information;

(e) says that it was clear from the Summary Letter that, and if and insofar as any

Class Member read the Summary Letter (which is not known to AECOM Australia

and therefore cannot be admitted), that Class Member knew or, in the alternative,


(i) traffic modelling and forecasting:

(A) necessarily relies upon a complex set of data inputs and

assumptions;


(C) is not a precise science;

(ii) traffic forecasting and traffic forecasts are subject to obvious risks,


was, at the relevant time, a large and rapidly growing city such as

Brisbane;

Part C. Defence

160

(iii) future traffic volumes on the future road network of a large and rapidly

growing city depended upon many factors, particularly future population

and employment demographics and traffic and congestion levels on the

road network, taking account of various contingent future changes to the

city and its road network;

(iv) future traffic volumes on the future road network of Brisbane after 2005

particularly depended upon the factors identified in sub-paragraph (iii)

above;

(v) the traffic modelling process and methodology, from and by which the

Forecasts were derived, necessarily involved various steps, assumptions

and other inputs, many of which were interdependent;

(vi) further to sub-paragraph (v) above, each of the following were steps or

inputs in that traffic modelling process:

(A) estimates of road trips taken during the AM Peak;

(B) assumptions as to trip purposes;

(C) NIEIR's Growth Forecasts;

(D) assumptions as to the perceived benefits and drawbacks of



(E) trip assignment;

(F) base and future year estimates of traffic and travel time;

(G) Expansion Factors;

(H) Annualisation Factors;

(I) ramp up assumptions and estimates;

(J) assumptions in relation to government and council plans for

roadwork development, determined from detailed Queensland

Department of Main Roads and BCC plans and incorporating

projects recently announced by the Queensland Government and

the BCC, as well as the NSBT and associated road network

changes; and

(K) an assumption that the ultimate design of the NSBT would deliver

the capacity required to carry the forecast traffic flows;

(vii) AECOM Australia could not, and did not, guarantee that the estimates,

assumptions and forecasts upon which the Forecasts were based would,

in fact, be correct or accurate;

(viii) AECOM Australia could not, and did not, guarantee that the Forecasts or

other projected outcomes would be achieved;

(ix) the Forecasts were only a prediction of what might happen in the future

and actual future NSBT traffic volumes could vary materially from the

Forecasts by reason of numerous factors;

Part C. Defence

161

(x) actual future NSBT traffic volumes would be affected, both directly and

indirectly, by numerous factors, many of which were external and unable

to be controlled or predicted by AECOM Australia;

(xi) examples of factors which would affect actual future NSBT traffic volumes,

both directly and indirectly, included:

(A) the capacity of the NSBT and its feeder roads;

(B) additional and, or in the alternative, unexpected roadway alternatives;

(C) the pace, nature and locations of population, employment or economic growth (or decline) in Brisbane;

(D) general traffic levels in the relevant area and on routes to and from the NSBT;

(E) the quality and proximity of alternative roads and other transport infrastructure;

(F) toll rates; and

(G) fuel prices;

(xii) there was a significant risk that the NSBT’s actual traffic volumes and

revenue may be adversely affected by the factors identified in section 8 of

the PDS, which were stated to include, but not be limited to:

(A) the occurrence and timing of other planned road projects, in particular, the duplication of the Gateway Bridge, the new Airport Link and the new Hale Street Bridge;

(B) problems integrating the NSBT into the road network;

(C) future network changes;

(D) any failure to make anticipated or assumed network changes, such as the then planned introduction of a T3 lane on the Story Bridge;

(E) demographic and economic conditions, including CPI, inflation, population growth, interest rates and taxation;

(F) changing travel patterns and habits;

(G) the Expansion Factors used in the Forecasts;

(H) the penetration of e-tolls into the marketplace;

(I) economic developments;

(J) industrial and residential shifts in the area of Brisbane that the NSBT would service;

(K) drivers’ willingness to pay tolls; and

Part C. Defence

162

(L) whether the benefits offered by the NSBT (including travel time savings) were considered by drivers to be worth the payment;

(xiii) there was an obvious and inherent risk that actual future traffic volumes in

the NSBT would be materially below the Forecasts, through no fault of

AECOM Australia, if:

(A) actual economic growth was lower and, or in the alternative, slower, than forecast or assumed in NIEIR's Growth Forecasts, either generally or in zones of particular relevance to the NSBT;

(B) actual population, and, or in the alternative, actual population growth, were different, than forecast, or assumed, in NIEIR's Growth Forecasts, either generally or in zones of particular relevance to the NSBT;

(C) actual employment and, or in the alternative, actual employment growth, were lower than forecast, or assumed, in NIEIR's Growth Forecasts, either generally or in zones of particular relevance to the NSBT;

(D) there were unanticipated increases in actual unemployment which NIEIR had not forecast or taken into account in NIEIR's Growth Forecasts, either generally or in zones of particular relevance to the NSBT;

(E) actual wages and, or in the alternative, actual wages growth, were lower than was forecast, or assumed, in NIEIR's Growth Forecasts, either generally or in zones of particular relevance to the NSBT; and, or in the alternative,

(F) unplanned or unexpected changes in public transport policy negatively impacted the trip matrices produced by NIEIR by making public transport more attractive;

(xiv) AECOM Australia did not undertake any duty, nor did it accept any

responsibility, to Potential RCM Stapled Unit Acquirers;

(xv) anyone relying on information in the Summary Letter was required, as a

condition thereof, to accept full responsibility, and hold AECOM Australia

harmless, for the impacts on the Forecasts or the earnings of the NSBT

from changes in external factors (External Change Events), including

changes in government policy or the pricing of fuels, road pricing

generally, alternate modes of transport, the construction of other means of

transport, the behaviour of competitors or changes in policy affecting the

operation of the project (the External Change Events Release);

(xvi) RCMML, as the responsible entity of the RCM Trusts and the proposed

and ultimate issuer of RCM Stapled Units, had agreed to provide the RCM

Trusts Indemnity to AECOM Australia; and

(xvii) investors in RCM Stapled Units bore the risk of any claims being made

against AECOM Australia for which AECOM Australia could claim against

RCMML under the RCM Trusts Indemnity;

(f) will refer to the Summary Letter for its full force and effect at any trial;

Part C. Defence

163

(g) further says that it was made clear elsewhere in the PDS that, and if and insofar

as any Class Member read the PDS (which is not known to AECOM Australia and

therefore cannot be admitted), that Class Member knew or, in the alternative,


(i) returns to investors in RCM Stapled Units depended upon how many

vehicles used the NSBT, amongst many other things;

(ii) traffic modelling and forecasting:

(A) necessarily relies upon a complex set of data inputs and assumptions;


(A) is not a precise science;

(iii) traffic forecasting and traffic forecasts are subject to obvious risks,


was, at the relevant time, a large and rapidly growing city such as

Brisbane;

(iv) the Forecasts were especially reliant on complex sets of data inputs and

assumptions in respect of what was, at the relevant time, a large and

rapidly developing Brisbane;

(v) forecast demand for the NSBT was underpinned by the belief held by

RCMML’s and RCM Services' directors and management or, in the

alternative, RCMML’s and RCM Services' belief (the RCM Growth Belief)

that:

(A) the NSBT would occupy a central position in South-East Queensland;

(B) South-East Queensland was the fastest growing region in Australia in terms of population, economic and employment growth;

(C) Brisbane river crossing capacity lagged behind Brisbane’s recent population growth, which was expected to grow by more than 40% between 2004 and 2026;

(D) this growth in population, employment and the economy generally would stimulate increased road usage in Brisbane which, in the absence of improved infrastructure, would lead to increasing congestion on Brisbane’s road network; and

(E) the fact that Brisbane was one of the most car dependant cities in Australia would lead to increasing congestion in Brisbane over the NSBT Concession period;

(vi) the RCM Growth Belief was fundamentally based upon estimates and

forecasts relating to population, employment, the economy, economic and

employment growth;

(vii) those estimates and forecasts were contained within NIEIR's Growth

Forecasts which AECOM Australia relied upon to produce the Forecasts;

Part C. Defence

164

(viii) traffic volumes may not grow at the rate or at the times projected;

(ix) investors in RCM Stapled Units bore the risk that the NSBT’s traffic

volumes may be adversely affected by various factors;

(x) actual future NSBT traffic volumes would be affected, both directly and

indirectly, by numerous factors, many of which were external and unable

to be controlled or predicted by AECOM Australia;

(xi) examples of factors which would affect actual future NSBT traffic volumes,

both directly and indirectly, included:

(A) the capacity of the NSBT and its feeder roads;

(B) additional and, or in the alternative, unexpected roadway alternatives;

(C) the pace, nature and locations of population, employment or economic growth (or decline) in Brisbane;

(D) general traffic levels in the relevant area and on routes to and from the NSBT;

(E) the quality and proximity of alternative roads and other infrastructure;

(F) toll rates; and

(G) fuel prices;

(xii) there was a significant risk that the NSBT’s actual traffic volumes and

revenue may be adversely affected by the factors identified in section 8 of

the PDS which were stated to include, but not be limited to:

(A) the occurrence and timing of other planned road projects including, in particular, the duplication of the Gateway Bridge, the new Airport Link and the new Hale Street Bridge;

(B) problems integrating the NSBT into the road network;

(C) future network changes;

(D) any failure to make anticipated or assumed network changes, such as the then planned introduction of a T3 lane on the Story Bridge;

(E) demographic and economic conditions, including CPI, inflation, population growth, interest rates and taxation;

(F) changing travel patterns and habits;

(G) the Expansion Factors and Annualisation Factors used in the Forecasts;

(H) the penetration of e-tolls into the marketplace;

(I) economic developments;

Part C. Defence

165

(J) industrial and residential shifts in the area of Brisbane that the NSBT would service;

(K) drivers’ willingness to pay tolls; and

(L) whether the benefits offered by the NSBT were considered by drivers to be worth the payment;

(xiii) there was both an obvious risk and an inherent risk that there would be a

material adverse effect on traffic volumes, the results of operating the

NSBT, the RCM Group’s financial condition and the value of any

investment in RCM Stapled Units if there were subsequent adverse

developments;

(xiv) there was both an obvious risk and an inherent risk that actual traffic

volumes using the NSBT, the results of operating the NSBT, the RCM

Group's financial condition and the value of RCM Stapled Units would be

materially adversely impacted by subsequent adverse developments in:

(A) economic conditions, including lower and, or in the alternative, slower and, or in the alternative, different growth, lower employment and, or in the alternative, higher unemployment and, or in the alternative, declines in consumer sentiment and, or in the alternative, consumer spending, either generally or in zones of particular relevance to the NSBT;

(B) demography and land use, including lower or different population and, or in the alternative, lower population growth and, or in the alternative, adverse changes in land use, either generally or in zones of particular relevance to the NSBT;

(C) network configuration, including developments which made competing routes relatively more attractive compared to the NSBT, especially in zones of particular relevance to the NSBT;

(D) network congestion, in circumstances in which declines in network congestion made un-tolled alternatives significantly more attractive than a tolled NSBT;

(E) fuel prices, including higher or volatile prices;

(F) the availability and attractiveness of alternative modes of transport; and

(G) the capacity and willingness of drivers to pay tolls for any reason, including by reason of sudden and, or in the alternative, significant declines in economic conditions either generally or in zones of particular relevance to the NSBT;

(xv) nothing in the PDS should be construed as a recommendation

concerning, or to invest in, the RCM Stapled Units;

(xvi) any prospective investor should speak to an Australian financial services

licensee or an authorised representative of an Australian financial

services licensee to obtain advice or more information about the RCM

Stapled Units;

Part C. Defence

166

(xvii) the RCM Group’s debt facilities may not be available if the NSBT

performed poorly;

(xviii) an investment in the RCM Stapled Units would be subject to investment

risk, which included possible loss of capital invested;

(xix) repayment of capital was not guaranteed; and

(xx) AECOM Australia had been granted the RCM Trusts Indemnity.

Actual traffic


(a) admits that actual traffic volumes in the NSBT have been lower than predicted in

the Forecasts in respect of the period up to and including April 2012; and


Alleged misleading or deceptive Forecasts


(a) admits sub-paragraph (a);

(b) admits that actual traffic volumes in the NSBT up to and including April 2012 have

been lower than predicted in the Forecasts in respect of that period, but otherwise

does not know and therefore cannot admit sub-paragraph (b); and

(c) denies sub-paragraph (c) and says that such representations as were made by

reason of the Forecasts were made by AECOM Australia with respect to future

matters and upon reasonable grounds.

133. AECOM Australia denies paragraph 26 of the SFASOC, and further says that:

(a) AECOM Australia’s traffic forecasting methodology reasonably accommodated all

material risks that could reasonably have been expected to materially affect the

reasonableness of the Forecasts, within the context of the time and budget of its

commission, using the information available to AECOM Australia at the time the

commission was carried out;

(b) the Forecasts were the product of the exercise of due skill and care by AECOM

Australia;

(c) AECOM Australia had reasonable grounds for making the Forecasts;

(d) AECOM Australia had reasonable grounds for relying upon, and did reasonably

reply upon, NIEIR's Work, NIEIR's Growth Forecasts and, or in the alternative,

NIEIR's Additional Statements;

(e) in developing and implementing AECOM Australia's traffic forecasting

methodology to produce the Forecasts, and in producing the Forecasts, AECOM

Australia:

(i) was practising a profession, namely, traffic forecasting; and

(ii) acted at all material times in a manner that, at the time the services were

provided, was widely accepted by rational, peer professional opinion as

Part C. Defence

167

competent professional practice and AECOM Australia refers to and

repeats paragraphs 47, 52 and 57 herein;

(f) the mere fact that actual traffic volumes in the NSBT up to and including April

2012 were below the traffic volumes predicted in the Forecasts in respect of the

same period does not warrant any inference, or conclusion, that AECOM

Australia did not have reasonable grounds for making the Forecasts;

(fa) the mere fact that the traffic volumes predicted in AECOM Australia's Earlier EIS

Forecasts were below the traffic volumes predicted in the Forecasts in respect of

the same period does not warrant any inference, or conclusion, that AECOM

Australia did not have any reasonable grounds for making the Forecasts;

(fb) the traffic volumes predicted in AECOM Australia's Earlier EIS Forecasts were

different from the traffic volumes predicted in the Forecasts because, as was

expressly stated in the Summary Letter, and as was the case, AECOM Australia's

traffic model used to produce the Forecasts was enhanced, compared to the

model used to derive AECOM Australia's Earlier EIS Forecasts, by revised

demographic and economic forecasts, the use of more recent household travel

survey data, improved modelling of intersections, an additional market research

survey, additional market research analysis, additional traffic counts and

improved calibration;

(g) actual traffic volumes using the NSBT up to and including April 2012 were below

the Forecasts because of, or, in the alternative, materially because of, the

combined effects of the following subsequent, significant, adverse factors (the

Subsequent Adverse Factors):

(i) different population and, or in the alternative, lower or different population

growth and, or in the alternative, adverse changes in land use compared

to that forecast and assumed in NIEIR's Growth Forecasts and, or in the

alternative, NIEIR's Additional Statements, especially in zones of

particular relevance to the NSBT;

(ii) actual economic growth being lower and different than forecast and

assumed in NIEIR's Growth Forecasts and, or in the alternative, NIEIR's

Additional Statements:

(A) both generally and in zones of particular relevance to the NSBT; and

(B) especially within the 12 month period prior to the opening of the NSBT on or about 16 March 2010 and following, during which period actual economic growth was significantly lower than forecast and assumed in NIEIR's Growth Forecasts and, or in the alternative, NIEIR's Additional Statements, in particular due to the unanticipated and severe effects of the global financial crisis (the GFC);

(iii) a sudden and sharp rise in unemployment levels from early 2009

onwards, which:

(A) significantly exceeded unemployment levels between 2005 and 2006, both generally in Queensland and Brisbane and in zones of particular relevance to the NSBT; and

Part C. Defence

168

(B) remained significantly higher at or about the time the NSBT opened in March 2010, in particular as a result of the effects of the GFC;

(iv) the failure of employment growth to exceed population growth, as forecast

and assumed in NIEIR's Growth Forecasts and, or in the alternative,

NIEIR's Additional Statements, in particular as a result of the effects of the

GFC;

(v) significantly lower consumer confidence and disposable incomes, both

generally and in zones of particular relevance to the NSBT, in particular

as a result of the effects of the GFC;

(vi) a sudden, sharp, significant and enduring decline in consumer spending

from no later than March 2009, in particular as a result of the effects of the

GFC;

(vii) an abnormal level of growth and, or in the alternative, abnormal volatility,

in fuel prices subsequent to 2005, in particular after the Queensland

government removed an existing fuel subsidy in July 2009;

(viii) significantly increased public transport usage, both in absolute terms and

relative to private vehicle usage, stimulated by changes in public transport

policy and the adverse effects of sharply declining economic conditions;

(ix) adverse changes in network configuration;

(x) further to sub-paragraph (ix) above:

(A) the earlier than anticipated expansion of the Gateway Bridge;

(B) the Hale Street Bridge opening approximately six years earlier

than had been reasonably anticipated; and, or in the alternative

(C) the failure to implement what had been a planned T3 lane on the

Story Bridge;

(xi) a resultant significant decline in network congestion, both generally and in

zones of particular relevance to the NSBT, which makes untolled

alternatives significantly more attractive than the tolled NSBT; and, or in

the alternative

(xii) a resultant decline in driver capacity and, or in the alternative, willingness

to pay to tolls.

Alleged further misleading or deceptive statements in Consented Material

134. AECOM Australia denies paragraph 27 of the SFASOC, and further says:

(a) in relation to sub-paragraph (a) of paragraph 27 of the SFASOC that:

(i) AECOM Australia denies that AECOM Australia's Consented Material at

pages 91 (paragraph 3), 92 (paragraph 9) and 96 (paragraphs 1 and 2) of

the PDS (being pages of the Summary Letter) stated that the assumptions

and inputs adopted by AECOM Australia for its traffic modelling of the

Base Case were “conservative” as alleged or at all;

(ii) AECOM Australia’s statements in AECOM Australia's Consented Material,

at pages 91 (paragraph 3) and 92 (paragraph 9) of the PDS, that any

Part C. Defence

169

assumptions and, or in the alternative, inputs and, or in the alternative,

approaches, were “conservative”, related only to assumptions and, or in

the alternative, inputs and, or in the alternative, approaches used in the

Debt Market Forecasts and not the Base Case forecasts and then only

that they were more conservative than the assumptions and, or in the

alternative, inputs and, or in the alternative, approaches, used in the Base

Case forecasts; and

(iii) AECOM Australia's statement in AECOM Australia's Consented Material,

at page 96 (paragraph 1) of the PDS that an assumption and, or in the

alternative, input and, or in the alternative, approach was “conservative”,

related only to the stated input and approach of basing 2012 Forecasts on

2011 "trip tables", with updated network assumptions, including the Airport

Link;

(b) in relation to sub-paragraph (aa) of paragraph 27 of the SFASOC that:

(i) the Reasonable Statements were statements as to AECOM Australia's

belief that, in all of the circumstances, assumptions adopted by AECOM

Australia were reasonable, that the Forecasts were reasonable for the

assumptions made and that it was reasonable for AECOM Australia to

use assumptions of the nature described in the Summary Letter for the

purposes of its modelling of the Base Case to produce the Forecasts (as

the case may be) and AECOM Australia did, in fact, believe those

matters;

(ii) in the alternative to sub-paragraph (i) above, if, which is denied, AECOM

Australia stated that assumptions adopted by AECOM Australia were

reasonable, that the Forecasts were reasonable for the assumptions

made and that it was reasonable for AECOM Australia to use

assumptions of the nature described in the Summary Letter for the

purposes of its modelling of the Base Case to produce the Forecasts

(rather than stating its belief as to those matters in all of the

circumstances) then:

(A) "reasonableness" has to be adjudged in all of the circumstances;

(B) the assumptions adopted by AECOM Australia to produce the

Forecasts were, in fact, reasonable in all of the circumstances;

(C) the Forecasts were, in fact, reasonable for the assumptions made

in all of the circumstances; and

(D) it was, in fact, reasonable, in all of the circumstances, for AECOM

Australia to use assumptions of the nature described in the

Summary Letter for the purposes of its modelling of the Base

Case to produce the Forecasts;

(c) in relation to sub-paragraph (ab) of paragraph 27 of the SFASOC that:

(i) the Sound and Appropriate Statements were statements as to AECOM

Australia's belief that the Forecasts were, in all of the circumstances,

“based on sound inputs and appropriate modelling processes” and

AECOM Australia did, in fact, believe that the Forecasts were “based on

sound inputs and appropriate modelling processes”; and

Part C. Defence

170

(ii) in the alternative to sub-paragraph (i) above if, which is denied, AECOM

Australia stated that the Forecasts were “based on sound inputs and

appropriate modelling processes” (rather than stating its belief that the

Forecasts were "based on sound inputs and appropriate modelling

processes"), the Forecasts were, in fact, “based on sound inputs and

appropriate modelling processes”;

(ca) in relation to sub-paragraph (ac) of paragraph 27 of the SFASOC that the

Reduction of Inaccuracies Statement was:

(i) immediately preceded, in the same sentence of the Summary Letter, by,

and had to be read in context with, an express statement that risks of

inaccuracies in AECOM Australia's Traffic Forecasts could not be

eliminated; and

(ii) not wrongly stated in circumstances where detailed processes undertaken

by AECOM Australia (including but not limited to those referred to by way

of example) had, in fact, reduced the risk of inaccuracies in the Forecasts;

(d) that the statements attributed to AECOM Australia in sub-paragraph (b) of

paragraph 27 of the SFASOC were not AECOM Australia's Consented Material;

(e) further and in the alternative to sub-paragraph (d) above, that it did not wrongly

overstate the size of the market for the NSBT or misstate the operation of

Brisbane’s existing road network in the event of the opening of the NSBT as

alleged in sub-paragraph (b) of paragraph 27 of the SFASOC or at all;

(f) further and in the alternative to sub-paragraphs (d) and (e) above, that:

(i) page 32 of the PDS did not state that 550,000 vehicle trips crossed the

Brisbane River each working day;

(ii) page 32 of the PDS instead states that, in 2005, there were approximately

550,000 vehicle trips across the Brisbane River each working day;

(iii) page 32 of the PDS did not state that 80% of those working day vehicle

trips were "through trips";

(iv) page 32 of the PDS instead states that, in 2005, approximately 80% of

those working day vehicle trips were "through trips"; and

(v) the statements that were, in fact, made were not wrong or misleading;

(g) further and in the alternative to sub-paragraphs (d) and (e) above, it was not

wrong to state that approximately 75% of car trips across a CBD Bridge (as

defined) were "through trips";

(h) further and in the alternative to sub-paragraphs (d) and (e) above, it did not cite,

or rely upon, population, land-use, economic growth and employment growth

forecasts for Brisbane (the Demographic and Economic Forecasts) which were

overly optimistic with a compound inflationary effect in order to generate forecasts

of high congestion on alternative routes to the NSBT as alleged in sub-paragraph

(b)(iii) of paragraph 27 of the SFASOC or at all;

(i) the Demographic and Economic Forecasts upon which AECOM Australia relied in

the preparation of the Forecasts:

Part C. Defence

171

(i) were prepared and provided by NIEIR which was, and was, at all material

times, reasonably believed by AECOM Australia to be, a leading

Australian economic, demographic and trip generation forecaster which:

(A) was highly skilled;

(B) had extensive experience in undertaking economic, demographic

and trip generation modelling and providing population, land-use,

economic growth and, or in the alternative, employment growth

assumptions and forecasts and, or in the alternative, trip

generation forecasts; and

(C) had both specific, recent and relevant experience in providing

those services in relation to Brisbane, in relation to toll roads and

for the BCC in respect of infrastructure;

(ii) comprised, or were contained within, NIEIR's Growth Forecasts and, or in

the alternative, NIEIR's Additional Statements;

(iii) were based upon reasonable grounds;

(iv) further, or in the alternative, to sub-paragraph (iii) above, were reasonably

believed by AECOM Australia to be based upon reasonable grounds;

(v) were not overly optimistic;

(vi) further, or in the alternative, to sub-paragraph (v) above, were reasonably

believed by AECOM Australia not to be overly optimistic; and

(vii) were reasonably relied upon by AECOM Australia;

(j) further and in the alternative to sub-paragraphs (d) and (e) above in relation to

sub-paragraph (b)(iv) of the SFASOC:

(i) that the alleged implication does not arise; and, or in the alternative

(ii) that the statements made on page 33 of the PDS regarding NSBT

catchment areas were neither wrong or misleading;

(k) in relation to sub-paragraph (c) of paragraph 27 of the SFASOC:

(i) AECOM Australia admits that it stated in the Summary Letter that traffic

forecasts had been prepared for two population, employment, land use

and economic development scenarios, being the Base Case and the Bank

Case prepared for consideration by the debt markets;

(ii) AECOM Australia denies that the statement set out in sub-paragraph (i)

above was wrong;

(iii) AECOM Australia included a sufficient description of the Bank Case in the

Summary Letter, including an explanation that:

(A) the Bank Case took into account different or additional

conservative assumptions compared to the Base Case as well as

caps on daily flows;

(B) the Bank Case produced traffic forecasts which were lower than

the Forecasts in respect of the Base Case as a result; and

Part C. Defence

172

(C) RCMML considered the Base Case forecast to be the most

appropriate traffic forecast to use for the PDS and had accordingly

directed AECOM Australia to only provide a summary letter in

respect of that scenario;

(l) in relation to sub-paragraph (d) of paragraph 27 of the SFASOC:

(i) AECOM Australia denies that the statement attributed to AECOM

Australia therein was wrong, and further says that AECOM Australia

expressly stated in the Summary Letter that the Forecasts were made

upon the assumption, by AECOM Australia, that the design of the NSBT

would deliver the capacity required to carry the traffic volumes predicted

by the Forecasts; and

(ii) in the alternative to sub-paragraph (i) above, even if, which is denied, that

statement was wrong, it could not, and did not, result in any material

overstatement of the size of the market for the NSBT or the operation of

Brisbane's existing road network in the event of the opening of the NSBT;

(m) in relation to sub-paragraph (e) of paragraph 27 of the SFASOC, that:

(i) the statements attributed to AECOM Australia in sub-paragraph (e) of

paragraph 27 of the SFASOC were not AECOM Australia's Consented

Material; and

(ii) further and in the alternative to sub-paragraph (i) above, the statements

attributed to AECOM Australia in sub-paragraph (e) of paragraph 27 of the

SFASOC were not wrong or misleading;

(n) in relation to sub-paragraph (f) of paragraph 27 of the SFASOC, that:

(i) the statements attributed to AECOM Australia in sub-paragraph (f) of

paragraph 27 of the SFASOC were not AECOM Australia's Consented

Material; and

(ii) further and in the alternative to sub-paragraph (i) above, the statements

attributed to AECOM Australia in sub-paragraph (f) of paragraph 27 of the

SFASOC were not wrong or misleading; and

(o) in relation to sub-paragraph (g) of paragraph 27 of the SFASOC, that, as stated in

paragraph 1 of section 4 of the Summary Letter, the Forecasts presented

AECOM Australia's Base Case annual average daily traffic forecasts for the

NSBT for the stated forecast years with the stated tolling strategy at September

2001 prices.

Alleged omissions from the Consented Material


(a) refers to and repeats its response at paragraph 130 herein;

(b) says that the Summary Letter which formed part of AECOM Australia's Consented Material was, and was clearly stated to be, only a summary of AECOM Australia’s traffic forecasting methodology and its resultant traffic forecasts for the Base Case as documented in the May 2006 Traffic Report;

Part C. Defence

173

(c) denies that AECOM Australia's Consented Material omitted information that it would be reasonable, for a Potential RCM Stapled Unit Acquirer, to expect to find in AECOM Australia's Consented Material in all of the circumstances, given:

(i) the nature and complexity of, and the numerous obvious risks, inherent risks and intrinsic uncertainties associated with, traffic modelling and forecasting;

(ii) disclosures made in both AECOM Australia's Consented Material and otherwise in the PDS as to the nature and complexity of, and the numerous obvious risks, inherent risks and intrinsic uncertainties associated with, traffic modelling and forecasting;

(iii) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia’s traffic forecasting methodology and its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report; and

(iv) the length and complexity of the May 2006 Traffic Report;

(ca) in further answer to paragraph 28(aa) of the SFASOC:

(i) admits that AECOM Australia's Consented Material did not include the statements in paragraph 28(aa)(i) - (iii) of the SFASOC (the 28(aa) Statements);

(ii) says that the Summary Letter:

(A) is a letter prepared, and stated, to be a summary of AECOM Australia’s traffic forecasting methodology and its resultant traffic forecasts for the Base Case forecast documented in the May 2006 Traffic Report;

(B) is to be read in its entirety and in the context in which it was given, namely, in respect of an equity, rather than debt, offering; and

(C) states, and reflects, AECOM Australia’s opinions, as at the date of the Summary Letter, as to the subject matters of the Summary Letter (namely, the Base Case forecast documented in the May 2006 Traffic Report), including, relevantly, that:

(1) RCMML considered the Base Case forecast to be the most appropriate traffic forecast; and

(2) AECOM Australia believed the forecast Base Case traffic volumes to be based on sound inputs and appropriate modelling processes, and reasonable for the assumptions made in that modelling; and

(iii) denies that, by not including the 28(aa) Sstatements in paragraph 28(aa)(i) - (iii) of the SFASOC, AECOM Australia's Consented Material omitted information that it would be reasonable, for a Potential RCM Stapled Unit Acquirer, to expect to find in AECOM Australia's Consented Material in all of the circumstances, and, or in the alternative, that the 28(aa) Sstatements in paragraph 28(aa)(i) - (iii) of the SFASOC might reasonably be expected to have had a material influence on the decision

Part C. Defence

174

making of a Potential RCM Stapled Unit Acquirer in all of the circumstances, given:

(A) the matters in paragraphs 135(c)(i) - (iv), and (ca)(ii) and (cb) herein; and

(B) the content and effect of the Summary Letter;

(cb) insofar as the allegation in paragraph 28(aa) of the SFASOC alleges that AECOM Australia held, as at the date of the Summary Letter or at any time up to the date of the publication of the PDS, each of the beliefs set out at sub-paragraphs 28(aa)(i) - (iii) of the SFASOC (the 28(aa) Beliefs), AECOM Australia:

(i) denies the allegation;

(ii) says that Ashley Yelds:

(A) was, as at the date of the Summary Letter and the date of publication of the PDS and at all material times from at least 5 October 2005, AECOM Australia's Associate Director - Transport Economics;

(B) was, as at the date of the Summary Letter, the date of publication of the PDS and at all material times from no later than 5 October 2005, the Project Director for AECOM Australia's NSBT Work;

(C) by virtue of the matters referred to in sub-paragraphs 135(cb)(ii)(A) and 135(cb)(ii)(B) above, was authorised by AECOM Australia to sign for, and on behalf of, AECOM Australia:

1. the version of the Summary Letter prepared for the version of the PDS submitted to the BCC with the RCM Consortium's NSBT Project Bid;

2. the verification of AECOM Australia's Consented Material (including the Summary Letter) (the Verification Pack) for the purposes of the due diligence undertaken by the RCM Consortium prior to the issue of the PDS; and

Particulars

Verification Pack signed by Ashley Yelds, dated 2 June

2006 [ACM.001.113.5529]

3. the letter providing the consents and confirmations in relation to AECOM Australia's Consented Material (including the Summary Letter); and

Particulars

Letters signed by Ashley Yelds dated 13 and 20 June

2006 [ACM.002.001.7393] and [ACM.001.015.4451]

(D) signed, on behalf of AECOM Australia, the documents referred to in sub-paragraph 135(cb)(ii)(C) above;

(iii) says further that, by reason of the matters referred to in sub-paragraph 135(cb)(ii) above, from the date of the Summary Letter and the date of

Part C. Defence

175

publication of the PDS and at all material times from no later than 5 October 2005, Ashley Yelds was the relevant corporate mind of AECOM Australia for the purposes of authorising and consenting to the inclusion of AECOM Australia's Consented Material (including the Summary Letter) in the PDS;

(iv) says further that AECOM Australia was aware that:

(A) the PDS, incorporating AECOM Australia's Consented Material (including the Summary Letter), was to be the subject of a process of due diligence by the RCM Consortium prior to the issue of the PDS;

(B) that due diligence process referred to in sub-paragraph (A) above, included, by reason of the DDC Actions and the TDDSC Actions, consideration by the DDC and the TDDSC as to whether AECOM Australia's Consented Material (including the Summary Letter) complied with the PDS Disclosure Obligation;

(C) on or about 11 May 2006, the TDDSC, having reviewed and considered at least the following:

1. the draft in existence as at the date of the meeting of the PDS incorporating AECOM Australia's Consented Material (including the Summary Letter);

2. the December 2005 Traffic Reports and/or the May 2006 Traffic Report;

3. PB's Report; and

4. HTS' Report,

determined that:

5. the Forecasts were the most appropriate traffic forecast to be included in the Summary Letter;

6. the Bank Case Scenario was not material to potential equity investors and did not need to be disclosed in the PDS other than to the extent it was disclosed; and

7. AECOM Australia's Consented Material (including the Summary Letter) complied with the PDS Disclosure Obligation;

Particulars

The TDDSC Key Issues Report, item number 15

[ACM.002.001.7693]

Further particulars may be supplied upon further

review of already discovered and subpoenaed

documents and the review of documents and

evidence to be produced or served, including

documents stored on servers maintained by, or for

and on behalf of, the Sponsor Clients or, in the

Part C. Defence

176

alternative, ABN AMRO, in the course of the NSBT

Project.

(D) ABN AMRO Rothschild (as the Underwriter of the RCM IPO) had directed that, because the Bank Case Scenario was not material to potential equity investors, the Bank Case Scenario was not to be disclosed in the PDS other than to the extent it was disclosed and had otherwise determined that:

1. the Forecasts were the most appropriate traffic forecast to be included in the Summary Letter; and

2. the PDS incorporating AECOM Australia's Consented Material (including the Summary Letter) complied with the PDS Disclosure Obligation;

Particulars

1. The TDDSC Key Issues Report, item number 15

(as updated) [ACM.002.001.7693]

2. Email from Stuart Marks to Peter Hicks, copied to

Thao Oakey and others, sent at 19:23 on 29

November 2005, entitled "PDS Traffic Report -

AAR Initial Comments" [ACM.001.038.3177]

3. Email from Alan Broadbent to Peter Hicks, copied

to Ashley Yelds and Denis Johnston, sent at 12:47

on 30 November 2005, entitled “PDS Traffic Report

– Maunsell Comments”, [ACM.001.021.7960] with

attachment [ACM.001.021.7963]

4. Email from Jabe Jerram to Alan Broadbent, copied

to Ashley Yelds and others, sent at 14:10 on 1

December 2005, entitled "RE: Revised text for the

Maunsell PDS report" [ACM.001.038.3237] with

attachment [ACM.001.038.3243]

5. Email from Peter Hicks to Jabe Jerram, copied to

Michael Neal and others, sent at 01:05 on 2 May

2006, entitled "RE: NSBT PDS"


[ACM.001.038.5685]

6. Email from Alan Broadbent to Matthew McCarthy

and Ashley Yelds, sent at 12:59 on 3 May 2006,

entitled "FW: NSBT PDS" [ACM.001.092.0334]

7. Email from Alan Broadbent to Matthew McCarthy

and Ashley Yelds, sent at 13:00 on 3 May 2006,

entitled "FW: NSBT PDS" [ACM.001.015.2040]

8. Email from Michael Neal to Alan Broadbent, Peter

Hicks and Jabe Jerram, copied to Richard Jagger

and others, sent at 06:47 on 6 May 2006, entitled

"Re: Investor presentation" [ACM.001.015.3438]

Part C. Defence

177

9. Section 10.12 of the PDS ("Consents"), at page

136, being ABN AMRO's consent to be named in

the PDS [RCG.001.008.6127]

10. Further particulars may be supplied upon further







Project.

(E) by 19 May 2006, the RCM Consortium and each of the directors of each company in the RCM Group had considered the then draft of the PDS (incorporating AECOM Australia's Consented Material (including the Summary Letter)) and determined that:

1. the Forecasts were the most appropriate traffic forecast to

be included in the Summary Letter;

2. the Bank Case Scenario was not material to potential

equity investors and did not need to be disclosed in the

PDS other than to the extent it was disclosed; and

3. AECOM Australia's Consented Material (including the

Summary Letter) complied with the PDS Disclosure

Obligation;

Particulars

1. Email from Peter Hicks to Malcolm Haack and

Thao Oakey, copied to Ashley Yelds, sent at 08:28

on 19 May 2006, entitled "RE: PDS clause re

availability of Maunsell Report"

[ACM.001.015.3159]

2. The TDDSC Key Issues Report, item number 15

(as updated) [ACM.002.001.7693]








Project.

(F) on 19 May 2006, Denis Johnston confirmed that:

1. he had reviewed the then draft of the Summary Letter;

2. the assumptions made by AECOM Australia in undertaking

AECOM Australia's NSBT Work were sufficiently disclosed

in the then draft of the Summary Letter; and

Part C. Defence

178

3. he otherwise agreed with and approved of the contents of

that draft Summary Letter; and

Particulars

1. Email from Denis Johnston to Malcolm Haack and

Ashley Yelds, copied to Andrew Fells and Alan

Broadbent, sent at 14:15 on 19 May 2006, entitled

"RE: PDS clause re availability of Maunsell report"

[ACM.001.015.3285].

(G) on or about 13 June 2006, the DDC, by its acceptance of the TDDSC Key Issues Report, considered and determined that:

1. the Forecasts were the most appropriate traffic forecast to

be included in the Summary Letter;

2. the Bank Case Scenario was not material to potential

equity investors and did not need to be disclosed in the

PDS other than to the extent it was disclosed; and

3. AECOM Australia's Consented Material (including the

Summary Letter) complied with the PDS Disclosure

Obligation;

Particulars

1. AECOM Australia refers to and repeats paragraph

87 above.








Project.

(v) says further that, as at the date that Ashley Yelds:

(A) signed the Verification Pack; and

Particulars

1. Verification Pack signed by Ashley Yelds, dated 2 June

2006 [ACM.001.113.5529]

(B) signed the letter providing the consents and confirmations in relation to AECOM Australia's Consented Material (including the Summary Letter),

Particulars

1. Letters signed by Ashley Yelds dated 13 and 20 June

2006 [ACM.002.001.7393] and [ACM.001.015.4451]

Part C. Defence

179

and, as at the date of signing the Summary Letter and the date of publication of the PDS, Ashley Yelds was the relevant corporate mind of AECOM Australia who:

(C) believed that the Forecasts were the most appropriate traffic forecast to be included in the Summary Letter;

(D) believed the forecast Base Case traffic volumes to be based on sound inputs and appropriate modelling processes, and reasonable for the assumptions made in that modelling;

(E) believed that all material relevant to the Potential RCM Unit Acquirers was disclosed in AECOM Australia's Consented Material (including the Summary Letter);

(F) believed that AECOM Australia's Consented Material (including the Summary Letter) did not contain a material statement that was, or was likely to be, false, or misleading or deceptive, either in isolation or in the general context or form in which the statement appears;

(G) believed that, having regard to applicable disclosure requirements, there was no material omission from AECOM Australia's Consented Material (including the Summary Letter); and

(A)(H) did not believe that the probability of the Forecasts being achieved was low;

(d) says, in further answer to paragraph 28(a) of the SFASOC, that the Summary Letter stated, amongst other things, and it was the case, that:

(i) estimates of the number of road trips taken during an average weekly AM Peak period had been used to develop average weekday morning peak period trip tables incorporating trip generation estimates developed by NIEIR and contained in NIEIR's Growth Forecasts;

(ii) the trips in the morning peak period trip tables had been “assigned” to the Brisbane model network upon the basis of travel times for freely flowing and “stop/start” traffic, travel distances, toll costs where applicable and parameters accounting for the other perceived benefits and drawbacks of different routes;

(iii) the resultant 2005 traffic model was then calibrated against observed 2005 AM Peak traffic flows to derive forecasts of morning peak period traffic;

(iv) these calibrated forecasts had then been expanded by stated Expansion Factors and Annualisation Factors, which had been calculated after analysis of the relationships between AM Peak traffic and daily traffic on relevant major roads in Brisbane and historical trends in these relationships as traffic congestion increased; and

(v) the most significant risks associated with the NSBT and its revenue included risks relating to the Expansion Factors and Annualisation Factors used in the Forecasts;

Part C. Defence

180

(e) denies, in further answer to paragraph 28(a) of the SFASOC, that Additional AM Peak Modelling Statements might reasonably be expected to have had a material influence on the decision making of a Potential RCM Stapled Unit Acquirer in all of the circumstances, given:

(i) the explanations that were given as to the modelling process, including in relation to AM Peak modelling and Expansion Factors and Annualisation Factors;

(ii) the nature and complexity of traffic modelling and forecasting; and

(iii) disclosures made in both AECOM Australia's Consented Material, and otherwise in the PDS, as to the nature and complexity of, and the numerous obvious risks, inherent risks and intrinsic uncertainties associated with, traffic modelling and forecasting, including in relation to the use of Expansion Factors and Annualisation Factors;

(f) says, in further answer to paragraph 28(a) of the SFASOC, that it would not have been reasonable for a Potential RCM Stapled Unit Acquirer to expect to find Additional AM Peak Modelling Statements in AECOM Australia's Consented Material given:

(i) the explanations that were given as to the modelling process, including in relation to AM Peak modelling and Expansion Factors and Annualisation Factors;

(ii) the nature and complexity of traffic modelling and forecasting;

(iii) disclosures made in both AECOM Australia's Consented Material, and otherwise in the PDS, as to the nature and complexity of, and the numerous obvious risks, inherent risks and intrinsic uncertainties associated with, traffic modelling and forecasting, including in relation to the use of Expansion Factors and Annualisation Factors; and

(iv) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia’s traffic forecasting methodology and its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report;

(g) denies, in further answer to paragraph 28(a) of the SFASOC, that there were omissions in AECOM Australia's Consented Material in relation to AECOM Australia’s use of AM Peak modelling; and

(h) denies, in further answer to paragraph 28(a) of the SFASOC, that there were omissions in AECOM Australia's Consented Material in relation to AECOM Australia’s use of, and risks associated with the use of, Expansion Factors and Annualisation Factors.

136. In further answer to paragraph 28(b)(i) of the SFASOC, AECOM Australia:

(a) refers to and repeats paragraph 5 herein;

(b) refers to and repeats paragraphs 22 and 51 - 53 herein and the particulars thereto;

(c) admits that PB made PB's Ideal Circumstances Statement;

(d) says that, by no later than 5 October 2005, PB had also concluded that:

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(i) AM Peak was the most robust modelling period in Brisbane, as existing empirical data was more readily available for this period and sound data for validation of the base year AM Peak trip table was also available in the form of the ABS' journey to work data;

(ii) AM Peak was the most consistent period for estimating network travel in Brisbane; and

(iii) while it needed to be approached with caution, modelling AM Peak only was adequate for the purposes of traffic forecasting for the NSBT Project,

(PB's Actual AM Peak Circumstances Statements);

Particulars

1. Presentation by Gillian Ackers, for and on behalf of PB, on 5 October 2005 entitled "Traffic Forecasts- Base Model Review A Presentation to Project Financiers Sponsors Advisor- Parsons Brinckerhoff", [WLB.001.008.0134].

2. Further particulars may be supplied upon further review of already discovered and subpoenaed documents and the review of documents and evidence to be produced or served, including documents stored on servers maintained by, or for and on behalf of, the Sponsor Clients or, in the alternative, ABN AMRO, in the course of the NSBT Project.

(e) denies that PB opined that "modelling the morning peak only" must be undertaken with extreme caution;

(f) says that the caution urged by PB was caution in determining the Expansion Factors to be used to expand modelled AM Peak week day traffic flows to forecast week day traffic volumes (PB's Expansion Factor Caution);

(g) says that AECOM Australia used reasonable and sufficient caution in the determination of the Expansion Factors used to expand modelled AM Peak week day traffic flows to forecast week day traffic volumes;

(h) by no later than 28 October 2005, PB had satisfied itself that AECOM Australia had, in fact, exercised reasonable and sufficient caution in determining the Expansion Factors to be used to expand modelled AM Peak week day traffic flows to forecast week day traffic volumes and had endorsed those Expansion Factors as appropriate (PB's Expansion Factors Endorsement);

Particulars

1. PB's Expansion Factors Endorsement is to be inferred from oral advice provided by Peter Hicks to Alan Broadbent, for and on behalf of AECOM Australia, in or about late October 2005 and, in any event, by no later than 28 October 2005 that Gillian Ackers, who led the PB team undertaking PB's Work, had informed Peter Hicks that she "endorsed" the Expansion Factors used by AECOM Australia.

2. Further particulars may be supplied upon further review of already discovered and subpoenaed documents and the review of documents and evidence to be produced or served, including documents stored on servers maintained by, or for

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and on behalf of, the Sponsor Clients or, in the alternative, ABN AMRO, in the course of the NSBT Project.

(i) says that PB's Report dated November 2005:

(i) noted that:

(A) AM Peak was the most robust period for Brisbane in modelling

terms, as existing empirical data was more readily available for

this period; and

(B) sound data for validation of the base year AM Peak trip table was

available in the form of the ABS journey to work data; and

(ii) concluded that:

(A) the duration of the AM Peak was adequate to reflect travel

throughout the traffic network and for the purposes of traffic

forecasting for the NSBT Project; and

(B) AECOM Australia's base year model was a suitable base year

model on which to base forecasting models in all of the

circumstances,

(PB's Final Actual AM Peak Circumstances Conclusions),

(hereafter, PB's Actual AM Peak Circumstances Statements, PB's Expansion

Factors Endorsement and PB's Final Actual AM Peak Circumstances

Conclusions are together referred to as PB’s PDS Relevant Conclusions);

(j) says that it would have been misleading or likely to mislead, and would have been a source of confusion or potential confusion, given PB’s PDS Relevant Conclusions, to have included, in AECOM Australia's Consented Material, either PB's Ideal Circumstances Statement or any statement that PB had expressed PB's Expansion Factor Caution;

(k) further says that it would not have been reasonable, in all of the circumstances, for a Potential RCM Stapled Unit Acquirer to expect to find PB's Ideal Circumstances Statement and, or in the alternative, a statement as to PB's Expansion Factor Caution in the AECOM Australia's Consented Material given:

(i) PB's Ideal Circumstances Statement was only a statement of PB's opinion as to what might be done if circumstances were "ideal" and both AECOM Australia and PB had concluded that AM Peak was the most robust period for Brisbane in modelling terms in all of the circumstances, especially given available data;

(ii) PB's Expansion Factor Caution only related to the risk of underestimating "differential toll diversion during off peak periods" if appropriate caution was not exercised in the determination of Expansion Factors and:

(A) this risk had to be balanced, as a matter of professional judgement, and was balanced as a matter of professional judgement, by each of AECOM Australia, PB, Keith Long, HTS and the RCM Consortium, against the risks associated with the use of "all day" modelling in this instance, in circumstances where AM Peak was reasonably considered to be, and was, the most

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robust period for Brisbane in modelling terms, as existing empirical data was more readily available for this period and sound data for validation of the base year AM Peak trip table was available in the form of the ABS' journey to work data;

(B) there was and, or in the alternative, AECOM Australia reasonably believed as a matter of professional judgement that there was, a greater risk in using "all day" modelling in those circumstances than in using AM Peak modelling and Expansion Factors;

(C) AECOM Australia had, in fact, exercised reasonable and sufficient caution in determining the Expansion Factors used to estimate week day traffic volumes; and

(D) the Expansion Factors used to derive the Forecasts had received PB's Expansion Factors Endorsement (as alleged in paragraph 136(h) herein) and other positive endorsements from Keith Long and HTS (as alleged in paragraphs 47 and 57 respectively herein);

(iii) PB’s PDS Relevant Conclusions;

(iv) the disclosures made in both AECOM Australia's Consented Material and otherwise in the PDS as to the nature and complexity of, and the numerous obvious risks, inherent risks and intrinsic uncertainties associated with, traffic modelling and forecasting including that the most significant risks associated with the NSBT and its revenue included risks relating to the Expansion Factors used in the Forecasts; and

(v) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia's traffic forecasting methodology and its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report;

(l) further says that it would have been a source of confusion or potential confusion, and would have been misleading or likely to mislead, to have included PB's Ideal Circumstances Statement and, or in the alternative, PB's Expansion Factor Caution in AECOM Australia's Consented Material or, in the alternative, at least without an additional clarifying explanation as to the substance and effect of PB’s PDS Relevant Conclusions (the Further PB Clarifying Statement); and

(m) denies that a combination of PB's Ideal Circumstances Statement and, or in the alternative, PB's Expansion Factor Caution, together with any Further PB Clarifying Statement, might reasonably have been expected to have had a material influence on the decision making of a Potential RCM Stapled Unit Acquirer.

137. In further answer to paragraph 28(b)(ii) of the SFASOC, AECOM Australia:

(a) refers to and repeats paragraph 5 herein;

(b) refers to and repeats paragraphs 22 and 51 - 53 herein and the particulars

thereto;

(a) says that the Summary Letter accurately and sufficiently summarised what PB had been commissioned to do to the best of AECOM Australia’s knowledge and belief, namely, a peer review of model structure and key assumptions;

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(b) denies that statements as to all of the things PB had not been asked to do might reasonably have been expected to have had a material influence on the decision making of a Potential RCM Stapled Unit Acquirer;

(c) further says that it would have been a source of confusion or potential confusion, and would have been misleading or likely to mislead, to have included a statement of all of the things PB had not been asked to do; and

(d) says that it would not have been reasonable, in all of the circumstances, for a Potential RCM Stapled Unit Acquirer to expect to find, in AECOM Australia's Consented Material, statements as to all of the things PB had not been asked to do by the Sponsor Clients or RCMML given:

(i) the unlimited scope of such an explanation;

(ii) that the Summary Letter accurately summarised AECOM Australia’s knowledge and belief as to what PB had been commissioned to do; and

(iii) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia’s traffic forecasting methodology and its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report.

138. In further answer to paragraph 28(c) of the SFASOC, AECOM Australia:

(a) admits that AECOM Australia's Earlier EIS Forecasts had been prepared by AECOM Australia using “all day” modelling;

(b) says that the Summary Letter stated, and it was the case, that:

(i) estimates of the number of road trips taken during an average weekly AM Peak period had been used to develop average weekday morning peak period trip tables incorporating trip generation estimates prepared by NIEIR and contained in NIEIR's Growth Forecasts;

(ii) the trips in the morning peak period trip tables had been “assigned” to the Brisbane model network upon the basis of travel times for freely flowing and “stop/start” traffic, travel distances, toll costs where applicable and parameters accounting for the other perceived benefits and drawbacks of different routes;

(iii) the resultant 2005 traffic model was then calibrated against observed 2005 AM Peak traffic flows to derive forecasts of morning peak period traffic;

(iv) these calibrated forecasts had then been expanded by stated Expansion Factors and Annualisation Factors, which had been calculated after analysis of the relationships between AM Peak traffic and daily traffic on relevant major roads in Brisbane and historical trends in these relationships as traffic congestion increased; and

(v) the most significant risks associated with the NSBT and its revenue included risks relating to the Expansion Factors and Annualisation Factors used in the Forecasts;

(c) says that AECOM Australia's Earlier EIS Forecasts and the Forecasts were not meaningfully comparable, given that AECOM Australia's Earlier EIS Forecasts were made in respect of the Possible NSBT using the Older EIS Information while

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AECOM Australia's later Forecasts were made in respect of the NSBT using the Later RCM Information;

(d) says that, in preparing the Forecasts, AECOM Australia reasonably concluded that, and it was the case that, AM Peak modelling provided a better basis for NSBT traffic modelling for the base year in Brisbane than “all day” modelling;

(e) says that PB correctly noted that AM Peak was the most robust period for Brisbane in modelling terms, as existing empirical data was more readily available for this period and sound data for validation of the base year AM Peak trip table was available in the form of the ABS' journey to work data and refers to and repeats sub-paragraph 52(e) herein;

(f) says that PB ultimately concluded that the duration of the AM Peak was adequate to reflect travel throughout the traffic network and that AECOM Australia’s base year model was a suitable base year model on which to base forecasting models and refers to and repeats sub-paragraphs 52(g) and (n) herein;

(g) further says that it would have been a source of confusion or potential confusion, and would have been misleading or likely to mislead, to have included the All Day Statement in AECOM Australia's Consented Material or, in the alternative, at least without an additional clarifying explanation as to why AM Peak modelling provided a better basis for NSBT traffic modelling for the base year in Brisbane than “all day” modelling, as to the substance and effect of PB’s PDS Relevant Conclusions and as to the many reasons why AECOM Australia's Earlier EIS Forecasts and the Forecasts were not meaningfully comparable (the Further All Day Clarifying Statement);

(h) denies that a combination of the All Day Statement, together with any Further All Day Clarifying Statement, might reasonably have been expected to have had a material influence on the decision making of a Potential RCM Stapled Unit Acquirer in all of the circumstances;

(i) further says that it would not have been reasonable for a Potential RCM Stapled Unit Acquirer to expect to find in AECOM Australia's Consented Material any statement as to the fact that AECOM Australia's Earlier EIS Forecasts were modelled on a different basis in all of the circumstances, given:

(i) the matters set out in sub-paragraphs (c) - (f) above;


(iii) disclosures made in both AECOM Australia's Consented Material, and otherwise in the PDS, as to the nature and complexity of, and the numerous obvious risks, inherent risks and intrinsic uncertainties associated with, traffic modelling and forecasting;

(iv) the fact that including the All Day Statement would have required the inclusion of the Further All Day Clarifying Statement in order properly to reflect AECOM Australia's reasoning and PB’s PDS Relevant Conclusions, and so as to avoid AECOM Australia's Consented Material causing confusion or potential confusion or being misleading or likely to mislead; and

(v) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia’s traffic forecasting methodology and

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its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report.

139. In further answer to paragraph 28(d) of the SFASOC, AECOM Australia:

(a) admits that AECOM Australia's Consented Material did not contain AECOM Australia's Earlier EIS Forecasts Statements;

(b) says that AECOM Australia's Earlier EIS Forecasts and the Forecasts are not meaningfully comparable, because AECOM Australia's Earlier EIS Forecasts were made in respect of the Possible NSBT using the Older EIS Information while AECOM Australia's later Forecasts were made in respect of the NSBT using the Later RCM Information;

(c) says that it was expressly stated in the Summary Letter, as was the case, that AECOM Australia’s traffic model used to produce the Forecasts was enhanced, compared to the model used to derive AECOM Australia's Earlier EIS Forecasts, by revised demographic and economic forecasts, the use of more recent household travel survey data, improved modelling of intersections, an additional market research survey, additional market research analysis, additional traffic counts and improved calibration;

(d) further says that it would have been a source of confusion or potential confusion, and would have been misleading or likely to mislead, to have included AECOM Australia's Earlier EIS Forecasts Statements in AECOM Australia's Consented Material having regard to:

(i) the matters in sub-paragraphs (b) and (c) above; and

(ii) the fact that the Older EIS Information (unlike the Later RCM Information) also did not:

(A) take account of any TransApex projects (such as the Airport Link), other than the Possible NSBT itself; or

(B) incorporate a number of other planned major road network improvements, including projects announced by the Queensland Government in the “South East Queensland Infrastructure Plan and Program 2005-2006”;

(e) denies that including AECOM Australia's Earlier EIS Forecasts Statements, together with any necessary further explanation as to why AECOM Australia's Earlier EIS Forecasts are not meaningfully comparable with the Forecasts (the Further Earlier EIS Forecasts Clarifying Statement), might reasonably have been expected to have a material influence on the decision making of a Potential RCM Stapled Unit Acquirer;

(f) further says that it would not have been reasonable for a Potential RCM Stapled Unit Acquirer to expect to find that information in AECOM Australia's Consented Material in all of the circumstances, including given:

(i) the matters set out in sub-paragraphs (b) - (d) above;


(iii) disclosures made in both AECOM Australia's Consented Material, and otherwise in the PDS, as to the nature and complexity of, and the

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numerous obvious risks, inherent risks and intrinsic uncertainties associated with, traffic modelling and forecasting;

(iv) the fact that including AECOM Australia's Earlier EIS Forecasts Statements would have required the inclusion of the Further Earlier EIS Forecasts Clarifying Statement in order to properly reflect the fact that AECOM Australia's Earlier EIS Forecasts and the Forecasts were not meaningfully comparable and so as to avoid AECOM Australia's Consented Material causing confusion or potential confusion or being misleading or likely to mislead; and

(v) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia’s traffic forecasting methodology and its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report.

140. In further answer to paragraph 28(e) of the SFASOC, AECOM Australia:

(a) does not know and therefore cannot admit the allegations as to the performance of the CCT and the M7;

(b) admits that AECOM Australia's Consented Material did not contain the CCT/M7 Statements;

(c) says that neither the CCT nor the M7 were meaningfully comparable to the NSBT so as reasonably to require the inclusion of the CCT/M7 Statements in AECOM Australia's Consented Material;

(d) further says that it would have been a source of confusion or potential confusion, and would have been misleading or likely to mislead, to have included the CCT/M7 Statements in AECOM Australia's Consented Material or, in the alternative, at least without an additional clarifying explanation as to why neither the CCT or the M7 were meaningfully comparable to the NSBT (the Further CCT/M7 Clarifying Statement);

(e) denies that including the CCT/M7 Statements, together with any Further CCT/M7 Clarifying Statement, might reasonably have been expected to have a material influence on the decision making of a Potential RCM Stapled Unit Acquirer;

(f) says that it would not have been reasonable for a Potential RCM Stapled Unit Acquirer to expect to find information on the performance of either the CCT or the M7 in AECOM Australia's Consented Material in all of the circumstances, including given:

(i) that neither the CCT nor the M7 were meaningfully comparable to the NSBT;


(iii) disclosures made in both AECOM Australia's Consented Material, and otherwise in the PDS, as to the nature and complexity of, and the numerous obvious risks, inherent risks and intrinsic uncertainties associated with, traffic modelling and forecasting; and

(iv) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia's traffic forecasting methodology and its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report.

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141. In further answer to paragraph 28(f) of the SFASOC, AECOM Australia denies that it

used a “consistent set of favourable assumptions and inputs”, insofar as it understands

the allegation to be that AECOM Australia only used assumptions and inputs which

individually or collectively produced the highest possible traffic forecast regardless of

merit.

142. In further answer to paragraph 28(g) of the SFASOC, AECOM Australia refers to and

repeats its response at paragraph 141 herein.

143. In further answer to paragraph 28(h) of the SFASOC, AECOM Australia:

(a) admits that AECOM Australia's Consented Material did not contain the Feeder Roads 2005 Off-Peak Congestion Statement;

(b) says that the PDS expressly stated at page 6 that “it is forecast that by 2010 sections of the key feeder roads (Pacific Motorway, Lutwyche Road, Inner City Bypass and Newmarket Road) will be running at more than 95% capacity during peak periods” (the Key Feeder Roads Peak Congestion Statement), from which it was clear that feeder roads for the NSBT were not fully congested in off-peak periods in 2005;

(c) denies that the Feeder Roads 2005 Off-Peak Congestion Statement might reasonably have been expected to have a material influence on the decision making of a Potential RCM Stapled Unit Acquirer given the fact, and obvious effect, of the Key Feeder Roads Peak Congestion Statement; and

(d) further says that it would not have been reasonable for a Potential RCM Stapled Unit Acquirer to expect to find the Feeder Roads 2005 Off-Peak Congestion Statement in all of the circumstances given:

(i) the Key Feeder Roads Peak Congestion Statement contained on page 6 of the PDS; and

(ii) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia’s traffic forecasting methodology and its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report.

144. In further answer to paragraph 28(i) of the SFASOC, AECOM Australia:

(a) denies that the traffic forecast prepared by AECOM Australia for the BCC’s "Feasibility Study and Environmental Impact Statement" in November 2004 stated that the notional daily capacity of the NSBT was 95,000 cars;

(b) says that the traffic forecast prepared by AECOM Australia for the BCC’s "Feasibility Study and Environmental Impact Statement" in November 2004 stated that the notional daily capacity of the Possible NSBT was 95,000 cars;

(c) says that the Summary Letter expressly stated that the Forecasts were made upon the assumption that the ultimate design of the NSBT would deliver the capacity required to carry the flows predicted in the Forecasts (the 2006 Summary Letter NSBT Capacity Statement);

(d) says that it would have been a source of confusion or potential confusion, and would have been misleading or likely to mislead, to have included the 2004 EIS Possible NSBT Notional Capacity Statement in AECOM Australia's Consented Material; and

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(e) denies that the 2004 EIS Possible NSBT Notional Capacity Statement might reasonably have been expected to have a material influence on the decision making of a Potential RCM Stapled Unit Acquirer given the fact, and obvious effect, of the 2006 Summary Letter NSBT Capacity Statement; and

(f) further says that it would not have been reasonable for a Potential RCM Stapled Unit Acquirer to expect to find the 2004 EIS Possible NSBT Notional Capacity Statement in AECOM Australia's Consented Material in all of the circumstances, given:

(i) the 2006 Summary Letter NSBT Capacity Statement; and

(ii) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia's traffic forecasting methodology and its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report.

145. In further answer to paragraph 28(j) of the SFASOC, AECOM Australia:

(a) says that the Summary Letter included the 2006 Summary Letter NSBT Capacity Statement;

(b) denies that AECOM Australia's Consented Material does not make any reference to the risks associated with NSBT capacity and says that the Summary Letter expressly stated that traffic volumes could be affected by NSBT capacity (the Further Summary Letter NSBT Capacity Statement);

(c) denies that there was any other information that might reasonably be expected to have a material influence on the decision of a Potential RCM Stapled Unit Acquirer, given the 2006 Summary Letter NSBT Capacity Statement and the Further Summary Letter NSBT Capacity Statement; and

(d) further says that it would not have been reasonable for a Potential RCM Stapled Unit Acquirer to expect to find anything more on this topic in AECOM Australia's Consented Material in all of the circumstances given:

(i) the 2006 Summary Letter NSBT Capacity Statement and the Further Summary Letter NSBT Capacity Statement in the Summary Letter;


(iii) disclosures made in both AECOM Australia's Consented Material, and otherwise in the PDS, as to the nature and complexity of, and the numerous obvious risks, inherent risks and intrinsic uncertainties associated with, traffic modelling and forecasting; and

(iv) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia’s traffic forecasting methodology and its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report.

146. In further answer to paragraph 28(k) of the SFASOC, AECOM Australia:

(a) admits that AECOM Australia's Consented Material did not contain the 2005 Three EIS Bridges Through Trips Statement;

(b) denies that AECOM Australia's Consented Material contains any statement as to the percentage of through trips over the Three EIS Bridges;

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(c) denies that the PDS otherwise states that 75% of traffic using the Three EIS Bridges are through trips;

(d) says that the 2005 Three EIS Bridges Through Trips Statement was a statement by AECOM Australia:

(i) made in or about January 2005;

(ii) as to its estimate of the percentage of trips across the Three EIS Bridges which did not commence or end in the “Inner City Precinct”, including the Brisbane CBD, Fortitude Valley, New Farm, Teneriffe and parts of Kangaroo Point (the EIS Inner City Precinct); and

(iii) was derived from the then most recent (1992) South East Queensland Household Travel Survey data;

(e) says that, by contrast, the statements as to percentage through trips which appear on pages 4 and 32 of the PDS are statements by RCMML or, in the alternative, RCM Services:

(i) made in June 2006;

(ii) in respect of Story Bridge, William Jolly Bridge, Captain Cook Bridge and Victoria Bridge (the Four PDS Bridges), rather than the Three EIS Bridges;

(iii) relating to trips which do not commence or end in the Brisbane CBD, rather than what is the larger EIS Inner City Precinct; and

(iv) were derived from more recent (2003) South East Queensland Household Travel Survey data which had not been issued by the time that AECOM Australia made the 2005 Three EIS Bridges Through Trips Statement in or about January 2005;

(f) further says that it would have been a source of confusion or potential confusion, and would have been misleading or likely to mislead, to have included the 2005 Three EIS Bridges Through Trips Statement in AECOM Australia's Consented Material or, in the alternative, at least without an additional clarifying explanation as to why an estimate of the percentage of trips across the Three EIS Bridges which did not commence or end in the larger EIS Inner City Precinct made in 2005 using 1992 household travel survey data was not meaningfully comparable to an estimate of the percentage of trips across the Four PDS Bridges which did not commence or end in the smaller Brisbane CBD area made in 2006 using 2003 household travel survey data (the Further Through Trips Clarifying Statement);

(g) denies that including the 2005 Three EIS Bridges Through Trips Statement, together with any Further Through Trips Clarifying Statement, might reasonably have been expected to have a material influence on the decision making of a Potential RCM Stapled Unit Acquirer; and

(h) further says that it would not have been reasonable for a Potential RCM Stapled Unit Acquirer to expect to find the 2005 Three EIS Bridges Through Trips Statement in AECOM Australia's Consented Material given:

(i) the nature and complexity of traffic modelling and forecasting;

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(ii) disclosures made in both AECOM Australia's Consented Material, and otherwise in the PDS, as to the nature and complexity of, and the numerous obvious, inherent risks and intrinsic uncertainties associated with, traffic modelling and forecasting;

(iii) the fact that including the 2005 Three EIS Bridges Through Trips Statement would have required the inclusion of the Further Through Trips Clarifying Statement in order to properly reflect the fact that AECOM Australia's Earlier EIS Forecasts and the Forecasts were not meaningfully comparable and so as to avoid AECOM Australia's Consented Material causing confusion or potential confusion or being misleading or likely to mislead; and

(iv) the stated scope and purpose of the Summary Letter, being that it was only a summary of AECOM Australia's traffic forecasting methodology and its resultant traffic forecast for the Base Case documented in the May 2006 Traffic Report.

147. In further answer to paragraph 28(l) of the SFASOC, AECOM Australia:

(a) refers to and repeats its response at paragraph 146 herein; and

(b) says that, in all of those circumstances, the reference contended for in paragraph 28(l) of the SFASOC would have been based on a false premise and been false, misleading or likely to mislead if included in AECOM Australia's Consented Material.

148. In further answer to paragraph 28(m) and paragraph 28(n) of the SFASOC, AECOM

Australia:

(a) says that it was clear from AECOM Australia's Consented Material, and other parts of the PDS, that:

(i) the May 2006 Traffic Report and the Forecasts were prepared by AECOM Australia in connection with a competitive bid to the BCC for the NSBT Concession; and

(ii) AECOM Australia would be paid a maximum fee of up to $2.5 million in respect of that work,

(together, the AECOM Australia Bid and Retainer Statements);

(b) admits that AECOM Australia's retainer included AECOM Australia's Retainer Discount;

(c) admits that AECOM Australia's Consented Material did not state that AECOM Australia's retainer included AECOM Australia's Retainer Discount;

(d) denies that this was information that might reasonably have been expected to have a material influence on the decision making of a Potential RCM Stapled Unit Acquirer in all of the circumstances given:

(i) the AECOM Australia Bid and Retainer Statements;

(ii) that it was at least highly probable, if not virtually certain, by no later than the date of the PDS, that financial close would, in fact, be achieved, so that it was at least highly likely, if not virtually certain, as at that date, that

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AECOM Australia's retainer would be payable to AECOM Australia without AECOM Australia's Retainer Discount; and

(iii) it was expressly disclosed in the Summary Letter that AECOM Australia anticipated further engagements in respect of the NSBT in relation to the provision of engineering and environmental consultancy services if financial close was achieved and that some of these assignments could result in significant fees for AECOM Australia.

148A. In further answer to paragraph 28(na) of the SFASOC, AECOM Australia:

(a) says that it was clear from Summary Letter that:

(i) AECOM Australia had been engaged, by or on behalf of the RCM

Consortium, to produce AECOM Australia's Traffic Forecasts, and a full

traffic report in relation to those forecasts (being the May 2006 Traffic

Report);

(ii) AECOM Australia had been requested, and directed, by the directors of

RCMML, to prepare a letter summarising AECOM Australia’s traffic

forecasting methodology and its resultant traffic forecasts for the Base

Case forecast documented in the May 2006 Traffic Report for inclusion in

the PDS;

(iii) the Summary Letter was that letter;

(iv) AECOM Australia's traffic forecasts for the Base Case scenario

summarised and described in the Summary Letter were traffic forecasts

for only one of two such scenarios reviewed and reported by AECOM

Australia;

(v) AECOM Australia had utilised various and different assumptions in the

preparation of its traffic forecasts for the Base Case and Bank Case

scenarios, which were summarised in the Summary Letter and discussed

in detail in the May 2006 Traffic Report;

(vi) RCMML considered the Base Case forecast to be the most appropriate

traffic forecast; and

(vii) AECOM Australia believed the forecast Base Case traffic volumes to be

based on sound inputs and appropriate modelling processes, and

reasonable for the assumptions made in that modelling; and

(b) denies that there was any other information in respect of the matters in paragraph

28(na) of the SFASOC that might reasonably be expected to have a material

influence on the decision of a Potential RCM Stapled Unit Acquirer, and, or in the

alternative, that it would have been reasonable, in all of the circumstances, for a

Potential RCM Stapled Unit Acquirer to expect to be provided with any other

information in respect of those matters, given:

(i) the nature and complexity of traffic modelling and forecasting, including

the number and nature of assumptions and inputs utilised therein; and

(ii) disclosures made in both AECOM Australia's Consented Material, and

otherwise in the PDS as to:

(A) the matters alleged in paragraph 148A(a)(i) - (vii) herein;

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(B) the number, nature and complexity of, and the numerous obvious

risks, inherent risks and intrinsic uncertainties associated with,

traffic modelling and forecasting (including the various

assumptions and inputs utilised therein); and

(C) the stated scope and purpose of the Summary Letter, being that it

was only a summary of AECOM Australia’s traffic forecasting

methodology and its resultant traffic forecast for the Base Case

documented in the May 2006 Traffic Report.

149. In further answer to paragraph 28(o) of the SFASOC, AECOM Australia says that:

(a) the Inner City Bypass was not reasonably expected to provide direct or material

competition, of itself, to the NSBT in all of the circumstances, in circumstances

where the Inner City Bypass does not, itself, cross the Brisbane River;

(b) if and to the extent that it was to be reasonably expected that the Inner City

Bypass would indirectly contribute to any material competition to the NSBT (which

is not admitted) then it was as a feeder route to the Captain Cook Bridge

Brisbane River crossing;

(c) both the Summary Letter and the PDS clearly and sufficiently identified the

Captain Cook Bridge as a competitor to the NSBT so as to render any separate

disclosure or statements as to any role the Inner City Bypass played as a feeder

route to the Captain Cook Bridge immaterial and unnecessary;

(d) further and in the alternative to sub-paragraphs (a) - (c) above, says that it would

have been a source of confusion or potential confusion, and would have been

misleading or likely to mislead, to have included the Inner City Bypass Statement

without an additional clarifying explanation of the matters alleged in sub-

paragraphs (a) - (c) above (the Further Inner City Bypass Clarifying

Statement) so as to avoid AECOM Australia's Consented Material causing

confusion or potential confusion or being misleading or likely to mislead;

(e) denies that a combination of the Inner City Bypass Statement, together with any

Further Inner City Bypass Clarifying Statement, might reasonably have been

expected to have had a material influence on the decision making of a Potential

RCM Stapled Unit Acquirer in all of the circumstances; and

(f) further says that it would not have been reasonable for a Potential RCM Stapled

Unit Acquirer to expect to find the Inner City Bypass Statement in AECOM

Australia's Consented Material in all of the circumstances, given:

(i) the nature and complexity of traffic modelling and forecasting;

(ii) disclosures made in both AECOM Australia's Consented Material, and

otherwise in the PDS, as to the competition which the Captain Cook

Bridge was expected to provide to the NSBT and otherwise as to the

nature and complexity of, and the numerous obvious risks, inherent risks

and intrinsic uncertainties associated with, traffic modelling and

forecasting;

(iii) the fact that including an Inner City Bypass Statement would have

required the inclusion of the Further Inner City Bypass Clarifying

Statement so as to avoid AECOM Australia's Consented Material causing

Part C. Defence

194

confusion or potential confusion or being misleading or likely to mislead;

and

(iv) the stated scope and purpose of the Summary Letter, being that it was

only a summary of AECOM Australia’s traffic forecasting methodology and

its resultant traffic forecast for the Base Case documented in the May

2006 Traffic Report.

150. In further answer to paragraph 28(p) of the SFASOC, AECOM Australia:

(a) repeats sub-paragraphs 138(a) - (f) herein;

(b) says that it would have been a source of confusion or potential confusion, and

would have been misleading or likely to mislead, to have included a statement

regarding estimated off peak period travel time savings as assessed only in the

course of deriving AECOM Australia's Earlier EIS Forecasts (the EIS Off Peak

Time Saving Statement) in circumstances where:

(i) AECOM Australia's Earlier EIS Forecasts and the Forecasts were not

meaningfully comparable, given that AECOM Australia's Earlier EIS

Forecasts were made in respect of the Possible NSBT using the Older

EIS Information while AECOM Australia's later Forecasts were made in

respect of the NSBT using the Later RCM Information; and

(ii) the Forecasts were prepared using AM Peak modelling because it

provided a better basis for NSBT traffic modelling for the base year in

Brisbane in all of the circumstances;

(c) further and in the alternative to sub-paragraph (b) above, says that it would have

been a source of confusion or potential confusion, and would have been

misleading or likely to mislead, to have included the EIS Off Peak Time Saving

Statement without an additional clarifying explanation of the matters alleged in

sub-paragraph (b) above (the Further EIS Off Peak Time Saving Clarifying

Statement) in order to properly reflect the fact that AECOM Australia's Earlier EIS

Forecasts and the Forecasts were not meaningfully comparable and so as to

avoid AECOM Australia's Consented Material causing confusion or potential

confusion or being misleading or likely to mislead;

(d) denies that a combination of the EIS Off Peak Time Saving Statement, together

with any Further EIS Off Peak Time Saving Clarifying Statement, might

reasonably have been expected to have had a material influence on the decision

making of a Potential RCM Stapled Unit Acquirer in all of the circumstances; and

(e) further says that it would not have been reasonable for a Potential RCM Stapled

Unit Acquirer to expect to find any EIS Off Peak Time Saving Statement in

AECOM Australia's Consented Material in all of the circumstances, given:

(i) the matters set out in sub-paragraphs 138(a) - (f) herein;


(iii) disclosures made in both AECOM Australia's Consented Material, and

otherwise in the PDS, as to the nature and complexity of, and the

numerous obvious risks, inherent risks and intrinsic uncertainties

associated with, traffic modelling and forecasting;

Part C. Defence

195

(iv) the fact that including the EIS Off Peak Time Saving Statement would

have required the inclusion of the Further EIS Off Peak Time Saving

Clarifying Statement so as to avoid AECOM Australia's Consented

Material causing confusion or potential confusion or being misleading or

likely to mislead; and

(v) the stated scope and purpose of the Summary Letter, being that it was

only a summary of AECOM Australia’s traffic forecasting methodology and

its resultant traffic forecast for the Base Case documented in the May

2006 Traffic Report.

Alleged Contraventions by AECOM Australia


(a) refers to and repeats its denials in paragraphs 134(d), (m) and (n) herein that the statements attributed to AECOM Australia in sub-paragraphs (b), (e) and (f) respectively of paragraph 27 of the SFASOC were AECOM Australia's Consented Material; and

(b) otherwise admits that it consented to the inclusion of AECOM Australia's Consented Material in the PDS pursuant to section 1013K of the Corporations Act.


(a) denies that sections 1013C and 1013E of the Corporations Act require a PDS to contain any other information that might reasonably be expected to have a material influence on the decision of a reasonable person whether to acquire RCM Stapled Units;

(b) says, instead, that sections 1013C and 1013E of the Corporations Act require a PDS to contain all other information that might reasonably be expected to have a material influence on the decision of a reasonable person, as a retail client, whether to acquire RCM Stapled Units other than information which it would not be reasonable for such a person to expect to find in a PDS; and

(c) does not know and therefore cannot admit that sections 1013C and 1013E of the Corporations Act imposed any obligation upon AECOM Australia to provide any other information in AECOM Australia's Consented Material.

153. AECOM Australia denies paragraph 31 of the SFASOC and refers to and repeats

paragraphs 132 - 134 herein in answer to paragraphs 25 - 27 of the SFASOC.


paragraphs 135 - 148 herein in answer to paragraph 28 of the SFASOC.


(a) denies that it made the Misleading Statements and refers to and repeats paragraphs 132 - 134 herein in answer to paragraph 25 - 27 of the SFASOC;

(b) denies that there were Omissions and refers to and repeats paragraphs 135 - 148 herein in answer to paragraph 28 of the SFASOC; and

(c) says, in the alternative to (a) and (b) that if, which is denied, there were Misleading Statements and, or in the alternative, Omissions, it denies that they were, either separately or in combination, materially adverse from the point of

Part C. Defence

196

view of a Potential RCM Stapled Unit Acquirer for the purposes of section 1021L(1)(c) of the Corporations Act; and

(d) otherwise denies paragraph 33.

156. AECOM Australia denies paragraph 34 of the SFASOC.

157. In further answer to paragraph 34 of the SFASOC in respect of each Class Member,

AECOM Australia:

(a) denies that AECOM Australia's Consented Material contained Misleading Statements and refers to and repeats paragraphs 132 - 134 herein in answer to paragraphs 25 - 27 of the SFASOC;

(b) denies there were Omissions from AECOM Australia's Consented Material and refers to and repeats paragraphs 135 - 148 herein in answer to paragraph 28 of the SFASOC;

(c) denies that the Forecasts were significantly inflated and refers to and repeats paragraphs 133 and 134 herein;

(d) does not know and therefore cannot admit whether any Class Member relied upon AECOM Australia's Consented Material as alleged or at all;

(e) does not know and therefore cannot admit that any Class Member acquired RCM Stapled Units;

(f) says that if, which is not known and therefore cannot be admitted, any Class Member acquired RCM Stapled Units:

(i) it does not know and therefore cannot admit that any Class Member would not have acquired those RCM Stapled Units but for their reliance on AECOM Australia's Consented Material; and

(ii) it does not know and therefore cannot admit that any Class Member has suffered loss or damage;

(g) says that if, which is not known and therefore cannot be admitted, any Class Member has suffered loss or damage it denies that the Class Member has suffered loss or damage because AECOM Australia's PDS Consent was given by AECOM Australia; and

(h) says that if, which is not known and therefore cannot be admitted, any Class Member has suffered loss or damage and if, which is denied, that Class Member suffered that loss or damage because AECOM Australia's PDS Consent was given by AECOM Australia then that loss or damage is not recoverable from AECOM Australia insofar as that such loss or damage was caused by Subsequent Adverse Factors by reason of the External Change Events Release and AECOM Australia refers to and repeats paragraphs 130 and 133(g) herein.


paragraphs 154 - 157 herein.

Alleged contraventions by RCMML and RCM Services

159. As to paragraphs 36 - 40 of the SFASOC, AECOM Australia:

Part C. Defence

197

(a) refers to and repeats paragraphs 132 - 148 herein in answer to paragraphs 25 - 28 of the SFASOC; and

(b) otherwise does not plead to those paragraphs as they make no allegation against it.

Alleged negligence by AECOM Australia


(a) admits that it knew that the PDS containing AECOM Australia's Consented Material was to be provided to Potential RCM Stapled Unit Acquirers; and



162. In further answer to paragraph 42 of the SFASOC, AECOM Australia denies that it was

reasonably foreseeable by AECOM Australia that any Class Member would, directly or

indirectly through their advisors, rely on AECOM Australia's Consented Material, in

particular given the matters set out in paragraph 130 herein, to which AECOM Australia

refers and repeats in further answer to paragraph 42 of the SFASOC.


164. In further answer to paragraph 43 of the SFASOC, AECOM Australia denies that it was

reasonable for any Class Member to, directly or indirectly through their advisors, rely on

AECOM Australia's Consented Material, in particular given the matters set out in

paragraph 157 herein, to which AECOM Australia refers and repeats in further answer to

paragraph 43 of the SFASOC.

165. AECOM Australia denies paragraph 44 of the SFASOC and refers to repeats paragraphs

160 to 164 herein in answer to paragraphs 41 to 43 of the SFASOC.


167. In further answer to paragraph 45 of the SFASOC, AECOM Australia refers to and

repeats paragraphs 132 - 148 and 155(a) and (b) herein.


169. In further answer to paragraph 46 of the SFASOC, AECOM Australia refers to and

repeats paragraphs 132 - 148, 155(a) and (b), 156, 157 and 160 - 167 herein.

170. In the alternative to paragraphs 160 to 169 herein, if, which is denied:

(a) AECOM Australia owed any Class Member a duty to exercise reasonable care and diligence in preparing the Summary Letter and the Forecasts;

(b) AECOM Australia failed to exercise reasonable care and diligence in preparing the Summary Letter and the Forecasts;

(c) that Class Member acquired RCM Stapled Units in reliance upon AECOM Australia's Consented Material or, in the alternative, the Summary Letter and the Forecasts; and

(d) that Class Member suffered loss or damage as a result (Class Member Negligence Loss),

Part C. Defence

198

(an AECOM Australia Negligence Claim) then:

(e) any Class Member Negligence Loss actually suffered by reason thereof by any Class Member was not suffered by reason of the negligent conduct of AECOM Australia, but by reason of subsequent events which were beyond the control and responsibility of AECOM Australia (in particular the Subsequent Adverse Factors) and AECOM Australia refers to and repeats paragraph 133(g) herein;

(f) further, or in the alternative, to sub-paragraph (e) above, any Class Member Negligence Loss actually suffered by any Class Member was not suffered by reason of the negligent conduct of AECOM Australia, but solely by reason of that Class Member’s own failure to take reasonable care, in particular having regard to what that Class Member knew or ought to have known at the time of investing;

(g) in the alternative to sub-paragraphs (e) and (f) above:

(i) any Class Member Negligence Loss actually suffered by the Class Member is economic loss or damage which was not suffered solely by reason of the negligent conduct of AECOM Australia, but was contributed to by the failure of the Class Member to take reasonable care, in particular having regard to what that Class Member knew or ought to have known at the time of investing; and

(ii) by reason thereof, the amount of Class Member Negligence Loss that the Class Member can claim against AECOM Australia should be reduced to the extent to which the Court thinks just and equitable having regard to that Class Member's share of responsibility for that loss or damage pursuant to:

(A) section 9(1) of the Law Reform (Miscellaneous Provisions) Act 1965 (NSW) and, or in the alternative, sections 5R and 5S of the Civil Liability Act 2002 (NSW) (the NSW Contributory Negligence Acts) as the relevant procedural law of the forum; or, in the alternative;

(B) that statute of the place where that Class Member's AECOM Australia Negligence Claim accrued as a cause of action which provides for the reduction of an award of damages by reason of the claimant’s contributory negligence or other failure to take reasonable care, being:

1. the NSW Contributory Negligence Acts, where a Class Member's cause of action arose in New South Wales;

2. the Wrongs Act 1958 (Vic), where a Class Member's cause of action arose in Victoria;

3. the Law Reform Act 1995 (Qld) and, or in the alternative, the Civil Liability Act 2003 (Qld), where a Class Member's cause of action arose in Queensland;

4. the Wrongs Act 1954 (Tas) and, or in the alternative, the Civil Liability Act 2002 (Tas), where a Class Member's cause of action arose in Tasmania;

5. the Civil Liability Act 1936 (SA) and the Law Reform (Contributory Negligence and Apportionment of Liability)

Part C. Defence

199

Act 2001 (SA), where a Class Member's cause of action arose in South Australia;

6. the Law Reform (Contributory Negligence and Tortfeasors' Contribution) Act 1947 (WA) and the Civil Liability Act 2002 (WA), where a Class Member's cause of action arose in Western Australia;

7. the Civil Law (Wrongs) Act 2002 (ACT), where a Class Member's cause of action arose in the Australian Capital Territory; and

8. the Law Reform (Miscellaneous Provisions) Act 1956 (NT), where a Class Member alleges that the cause of action arose in the Northern Territory.

171. Further, and in answer to the whole of the SFASOC, if, which is denied, any Class

Member is otherwise entitled to recover loss or damage from AECOM Australia pursuant

to section 1022B(2) of the Corporations Act, (a Corporations Act Claim) or pursuant to

the AECOM Australia Negligence Claim, then AECOM Australia says that:

(a) that Class Member is a person who relied upon information contained in the Summary Letter within the meaning of the External Change Events Release;

(b) AECOM Australia and that Class Member thereby became contractually bound to an agreement, by course of conduct, which requires that Class Member accept full responsibility, and hold AECOM Australia harmless, for the impacts on the Forecasts or the earnings of the NSBT of External Change Events (the External Change Events Contract);

(c) the Subsequent Adverse Factors were External Change Events;

(d) by reason thereof, the Class Member has released AECOM Australia from any Corporations Act Claim and any AECOM Australia Negligence Claim (together, the Class Member's Claims) to which it might otherwise be entitled;

(e) further, or in the alternative, to sub-paragraph (d) above, the Class Member is required by the External Change Events Contract to indemnify AECOM Australia in respect of any liability AECOM Australia might otherwise have to the Class Member in respect of, or arising out of, the Class Member's Claims; and

(f) further, or in the alternative, to sub-paragraph (e) above:

(i) the Class Member's actions in seeking loss or damage from AECOM Australia in respect of the Class Member's Claims and in commencing and pursuing these proceedings breach the External Change Events Contract;

(ii) AECOM Australia has suffered, and will continue to suffer loss or damage; by reason of those breaches, which AECOM Australia is entitled to recover from the Class Member (Proceedings Damages);

(iii) any recovery by the Class Member against AECOM Australia on account of the Class Member's Claims (a Class Member's Claims Recovery) would amount to a further breach of the External Change Events Contract which would entitle AECOM Australia to recover the equivalent amount from that Class Member (Recovery Damages); and

Part C. Defence

200

(iv) AECOM Australia is entitled to set-off its Proceedings Damages, and will be entitled to set-off its Recovery Damages, in full, against any Class Member's Claims Recovery.

Part D. AECOM Australia's Apportionment Defences

201


Introduction

172. The Applicants allege against AECOM Australia (which is denied) that:

(a) the Forecasts were representations with respect to future matters, substantially

overestimated the annual average daily traffic volumes using the NSBT, were

misleading or deceptive and made without reasonable grounds (paragraphs 25

and 26 of the SFASOC);

(b) AECOM Australia's Consented Material contained further misleading or deceptive

statements by reason of the matters alleged in sub-paragraphs 27(a) - (fg) of the

SFASOC;

(c) there were Omissions from AECOM Australia's Consented Material as alleged in

sub-paragraphs 28(aa) - (p) of the SFASOC;

(c) (cac) AECOM Australia held, as at the date of the Summary Letter and/or at the

date of the publication of the PDS, the 28(aa) Beliefs; and

(d) AECOM Australia failed to exercise reasonable care and diligence in preparing

the Summary Letter and the Forecasts in breach of a duty owed to the Applicants

and Potential RCM Stapled Unit Acquirers (paragraphs 44 and 45 of the

SFASOC),

(together, AECOM Australia's Alleged Wrongful Acts).

173. The Applicants further allege against AECOM Australia (which is also denied) that:

(a) each of the alleged Misleading Statements and the alleged Omissions, and

AECOM Australia's alleged holding of the 28(aa) Beliefs, either separately or in

combination, would be materially adverse from the point of view of a reasonable

person considering whether to acquire RCM Stapled Units for the purposes of

section 1021L(i)(c) of the Corporations Act (paragraph 33 of the SFASOC) and

each Class Member is entitled to recover loss or damage suffered by reason

thereof from AECOM Australia (Class Member Corporations Act Loss)

(paragraph 35 of the SFASOC); and

(b) each of the Class Members have suffered Class Member Negligence Loss

because AECOM Australia gave AECOM Australia's PDS Consent and because

it failed to exercise reasonable care and diligence in preparing the Summary

Letter and the Forecasts in breach of a duty owed to the Applicants and Potential

RCM Stapled Unit Acquirers (paragraphs 34 and 46 SFASOC).

174. If, which is denied, any Class Member has suffered Class Member Corporations Act Loss

and, or in the alternative, Class Member Negligence Loss by reason of AECOM

Australia's Alleged Wrongful Acts so as to be entitled to a Corporations Act Claim and, or

in the alternative, a AECOM Australia Negligence Claim against AECOM Australia then

each of the Corporations Act Claim and the AECOM Australia Negligence Claim or, in the

alternative, the AECOM Australia Negligence Claim, made against AECOM Australia in

the Originating Application on behalf of each Class Member is a claim for economic loss

arising from a duty to take reasonable care and thereby an apportionable claim.


202

Particulars

Liability in respect of a Corporations Act Claim and, or in the alternative,

AECOM Australia Negligence Claim is apportionable under the following

legislation as it may apply to a particular Class Member entitled to a

Corporations Act Claim and, or in the alternative, an AECOM Australia

Negligence Claim against AECOM Australia (which entitlement is denied):

1. Civil Liability Act 2002 (NSW), Part 4; or, in the alternative

2. Wrongs Act 1958 (Vic) Part IVAA, sections 24AE to 24AS; or, in the alternative

3. Civil Liability Act 2003 (Qld), Part 2, sections 28 to 33; or, in the alternative

4. Civil Liability Act 2002 (WA), Part 1F, sections 5AI to 5AO; or, in the alternative

5. Civil Law (Wrongs) Act 2002 (ACT), Chapter 7A, sections 107A to 107K; or, in the alternative

6. Proportionate Liability Act 2005 (NT); or, in the alternative

7. Civil Liability Act 2002 (Tas), Part 9A, sections 43A to 43G; or, in the alternative

8. Law Reform (Contributory Negligence and Apportionment of Liability) Act 2001 (SA), Part 3, sections 8 to 11; and

9. in relation to any Corporations Act Claim, the Judiciary Act 1903 (Cth), section 79

(hereinafter, each of the Acts identified in the particulars to this paragraph,

insofar as they apply to a particular Corporations Act Claim and, or in the

alternative, AECOM Australia Negligence Claim is referred to as the

Apportionment Legislation);

175. AECOM Australia makes the allegations in Part D of this TFAD4FAD (AECOM

Australia's Apportionment Defences):

(a) without derogating from AECOM Australia's response to the Applicants'

allegations made in Part C of this TFAD4FAD (paragraphs 108 - 171 herein);

(b) without admission of any liability to any Class Member by either AECOM Australia

or any other persons or entities; and

(c) only for the purposes of AECOM Australia's defence insofar as it relates to the

reduction of any liability AECOM Australia may be found to have to any Class

Member for any Class Member Corporations Act Loss and, or in the alternative,

Class Member Negligence Loss so as to reflect the proportion of loss the Court

considers just having regard to the responsibility of any other persons or entities

for that Class Member Corporations Act Loss and, or in the alternative, Class

Member Negligence Loss.


203

176. Further to paragraph 175 herein, for the purposes of AECOM Australia's Apportionment

Defences, AECOM Australia's allegations with respect to any one person or entity in Part

D of this TFAD4FAD:

(a) refer to and repeat the entirety of the allegations made by AECOM Australia in

Part B of this TFAD4FAD (being paragraphs 1 – 107 herein), in circumstances in

which:

(i) the Apportionment Legislation provides for the possibility of a reduction of

any liability AECOM Australia may be found to have to a Class Member

for any Class Member Corporations Act Loss and, or in the alternative,

Class Member Negligence Loss so as to reflect the proportion(s) of loss

the Court considers "just" having regard to any responsibility any other

persons or entities may also have for that Class Member Corporations Act

Loss and, or in the alternative, Class Member Negligence Loss, including

vis a vis each other; and

(ii) Part B of this TFAD4FAD comprises allegations concerning the

background to the proceedings and the conduct of both that person or

entity and other persons or entities which are relevant to any finding by

the Court as to the just apportionment of responsibility for that Class

Member Corporations Act Loss and, or in the alternative, Class Member

Negligence Loss; and

(b) are made both further, and in the alternative, to allegations which are made by

AECOM Australia:

(i) in Part C of this TFAD4FAD as to any Class Member's own failure to take

reasonable care; and

(ii) in Part D of this TFAD4FAD, as to the responsibility one or more other

persons or entities may also have for any Class Member Corporations Act

Loss and, or in the alternative, Class Member Negligence Loss in respect

of Class Member Corporations Act Loss and, or in the alternative, a

AECOM Australia Negligence Claim for the purposes of AECOM

Australia's Apportionment Defences.

AECOM Australia's Apportionment Defence - NIEIR

Applicants' NIEIR Allegations


(a) AECOM Australia's Consented Material:

(i) made misleading or deceptive Reasonable Statements because

assumptions, Forecasts and AECOM Australia's use of assumptions were

not reasonable; and

(ii) made misleading or deceptive Sound and Appropriate Statements

because the inputs and modelling processes on which the Forecasts were

based were not sound and appropriate; and

(b) AECOM Australia failed to act with reasonable care in preparing the Summary

Letter and the Forecasts,


204

in each case because, relevantly to this apportionment defence in relation to NIEIR,

AECOM Australia overstated the size of the market for the NSBT and misstated the

operation of Brisbane's existing road network in the event of the opening of the NSBT by

citing Demographic and Economic Forecasts which were overly optimistic with a

compound inflationary effect in order to generate forecasts of high congestion on

alternative routes to the NSBT.

Particulars

AECOM Australia refers to and repeats paragraph sub-paragraphs

27(aa), (ab) and (b) of the SFASOC and the particulars thereto.

178. The Demographic and Economic Forecasts upon which AECOM Australia relied in the

preparation of the Forecasts and AECOM Australia's Consented Material were prepared

and provided by NIEIR and comprised, or were contained within, NIEIR's Growth

Forecasts and, or in the alternative, NIEIR's Additional Statements.

NIEIR's Brisbane Forecast Duties of Care


(a) NIEIR had NIEIR's Expertise;

(b) NIEIR:

(i) had agreed and, or in the alternative, accepted that NIEIR's Work, NIEIR's

Growth Forecasts and NIEIR's Additional Statements could be relied

upon, for the purposes of forecasting future NSBT traffic volumes, by,

relevantly, each of the RCM Proceedings Applicants (by reason of their

each being RCM SPVs) and AECOM Australia;

(ii) had agreed and, or in the alternative, accepted, that NIEIR's Work,

NIEIR's Growth Forecasts and NIEIR's Additional Statements could be

relied upon by, relevantly, equity investors in connection with forecasts of

future NSBT traffic volumes;

(iii) had agreed to make presentations to Potential RCM Stapled Unit

Acquirers and, or in the alternative, to potential advisers to Potential RCM

Stapled Unit Acquirers regarding NIEIR's Work and NIEIR's Growth

Forecasts;

(iv) made NIEIR's Additional Statements to the RCM Consortium, to AECOM

Australia and to Potential RCM Stapled Unit Acquirers and, or in the

alternative, to advisers or potential advisers to Potential RCM Stapled Unit

Acquirers, in a presentation regarding NIEIR's Work and NIEIR's Growth

Forecasts; and

Particulars

1. AECOM Australia refers to and repeats paragraph 18 herein and the

particulars thereto

2. AECOM Australia refers to and repeats paragraph 43 herein and sub-

paragraphs 2(c) and (d) of the particulars thereto.





205



(c) further and in the alternative to sub-paragraph (b)(i) above in relation to the RCM

Proceedings Applicants:

(i) NIEIR knew or, in the alternative, ought to have known, and it was

reasonably foreseeable, that a limited class comprising RCM SPVs would,

or were, likely to depend and, or in the alternative, rely, upon NIEIR's

Work, NIEIR's Growth Forecasts and NIEIR's Additional Statements in

deciding whether to submit an NSBT Project Bid and, or in the alternative,

take any subsequent action in furtherance of the NSBT Project (RCM

NSBT Steps); and, or in the alternative

(ii) NIEIR knew or, in the alternative, ought to have known, and it was

reasonably foreseeable, that:

(A) a limited class comprising RCM SPVs would, or were likely to,

depend and, or in the alternative, rely upon AECOM Australia's

NSBT Work and AECOM Australia's forecasts of future NSBT

traffic volumes arising from AECOM Australia's NSBT Work in

deciding whether, between them, to submit an NSBT Project Bid

and, or in the alternative, take RCM NSBT Steps; and, in turn

(B) AECOM Australia would, or was likely to, rely upon NIEIR's Work,

NIEIR's Growth Forecasts and NIEIR's Additional Statements in

undertaking AECOM Australia's NSBT Work;

(iii) by no later than 7 December 2005 and before any NSBT Project Bid was

submitted:

(A) NIEIR knew or, in the alternative, ought to have known that the

Non-Tolling RCM Proceedings Applicants were RCM SPVs which

had been registered in order, between them, to submit an NSBT

Project Bid and, or in the alternative, take RCM NSBT Steps; and

(B) it was reasonably foreseeable by NIEIR that one or more

additional RCM SPVs would, or reasonably might, be registered to

also take RCM NSBT Steps;

(iv) it was reasonable for the RCM Proceedings Applicants, or a limited class

comprising RCM SPVs which became the RCM Proceedings Applicants,

to rely, and act, upon NIEIR's Work, NIEIR's Growth Forecasts and

NIEIR's Additional Statements in deciding whether, between them, to

submit an NSBT Project Bid and, or in the alternative, take RCM NSBT

Steps; and

(v) there was a not insignificant risk, it was reasonably foreseeable, and

NIEIR knew, or ought to have known, that NIEIR's Work, NIEIR's Growth

Forecasts and NIEIR's Additional Statements would, or in the alternative,

may have been likely to, cause loss or damage to the RCM Proceedings

Applicants, or a limited class comprising RCM SPVs which became the

RCM Proceedings Applicants, if not undertaken with the skill, care and

diligence that could reasonably be expected of a specialist with NIEIR's

Expertise and knowledge or, in the alternative, with due skill, care and

diligence, or in the alternative, with reasonable skill, care and diligence;


206

(d) further and in the alternative to sub-paragraph (b)(i) above in relation to AECOM

Australia:

(i) NIEIR had agreed to undertake NIEIR's Work so as to enable AECOM

Australia to undertake AECOM Australia's NSBT Work acting for the

Sponsor Clients and a limited class comprising RCM SPVs to forecast

future NSBT traffic volumes; and, or in the alternative


reasonably foreseeable, that AECOM Australia depended upon and

would, or was likely to, rely upon NIEIR's Work, NIEIR's Growth Forecasts

and NIEIR's Additional Statements in undertaking AECOM Australia's

NSBT Work;

(iii) it was reasonable for AECOM Australia to rely, and, or in the alternative,

act, upon NIEIR's Work, NIEIR's Growth Forecasts and NIEIR's Additional

Statements in undertaking AECOM Australia's NSBT Work; and

(iv) there was a not insignificant risk, it was reasonably foreseeable, and



may have been likely to, cause loss or damage to AECOM Australia if not

undertaken with the skill, care and diligence that could reasonably be

expected of a specialist with NIEIR's Expertise and knowledge or, in the

alternative, with due skill, care and diligence, or in the alternative, with

reasonable skill, care and diligence;

(e) further and in the alternative to sub-paragraphs (b) above in relation to the

Potential RCM Stapled Unit Acquirers:

(i) NIEIR knew or, in the alternative, ought to have known, and it was

reasonably foreseeable, that a limited class comprising Potential RCM

Stapled Unit Acquirers would, or were, likely to depend and, or in the

alternative, rely, upon NIEIR's Work, NIEIR's Growth Forecasts and

NIEIR's Additional Statements in deciding whether to acquire RCM

Stapled Units;


reasonably foreseeable, that:

(A) a limited class comprising Potential RCM Stapled Unit Acquirers

would, or were, likely to depend and, or in the alternative, rely,

upon AECOM Australia's NSBT Work, and AECOM Australia's

forecasts of future NSBT traffic volumes arising from AECOM

Australia's NSBT Work, in deciding whether to acquire RCM

Stapled Units; and, in turn

(B) AECOM Australia would, or was likely to, rely upon NIEIR's Work,

NIEIR's Growth Forecasts and NIEIR's Additional Statements in

undertaking AECOM Australia's NSBT Work and in preparing the

Forecasts and AECOM Australia's Consented Material;

(iii) it was reasonable for a limited class comprising Potential RCM Stapled

Unit Acquirers, in deciding whether to acquire RCM Stapled Units, to

depend and, or in the alternative, rely, upon:


207

(A) NIEIR's Work, NIEIR's Growth Forecasts and NIEIR's Additional

Statements; and, or in the alternative

(B) AECOM Australia's NSBT Work and AECOM Australia's forecasts

of future NSBT traffic volumes prepared by AECOM Australia in

reliance upon NIEIR's Work, NIEIR's Growth Forecasts and

NIEIR's Additional Statements; and

(iv) there was a not insignificant risk, it was reasonably foreseeable, and



may have been likely to, cause loss or damage to a limited class

comprising Potential RCM Stapled Unit Acquirers if not undertaken with

the skill, care and diligence that could reasonably be expected of a

specialist with NIEIR's Expertise and knowledge or, in the alternative, with

due skill, care and diligence, or in the alternative, with reasonable skill,

care and diligence.

180. Further to paragraph 179 herein at all material times, in, and by reason of, the

circumstances alleged in paragraph 179 herein, NIEIR owed the limited class comprising

Potential RCM Stapled Unit Acquirers, under the general law, a duty to exercise the skill,

care and diligence that could reasonably be expected of a specialist with NIEIR's

Expertise and knowledge or, in the alternative, due skill, care and diligence, or in the

alternative, reasonable skill, care and diligence (which duties are alleged further, and in

the alternative, to each other):

(a) in the performance of NIEIR's Work;

(b) in preparing and stating NIEIR's Growth Forecasts;

(c) in considering, reaching and stating NIEIR's Additional Statements;

(d) to warn Potential RCM Stapled Unit Acquirers, the RCM Consortium and, or in

the alternative, AECOM Australia, if and insofar as it was unsafe to rely upon:

(i) NIEIR's Work, NIEIR's Growth Forecasts and NIEIR's Additional

Statements;

(ii) the Forecasts and, or in the alternative, AECOM Australia's Consented

Material, by reason of AECOM Australia's reliance upon, and use of,

NIEIR's Work, NIEIR's Growth Forecasts and NIEIR's Additional

Statements,

(together, NIEIR's Brisbane Forecast Warnings),

(hereafter these various duties are collectively referred to as NIEIR's Brisbane Forecast

Duties of Care).

NIEIR's Brisbane Forecast Representations

181. Further and in the alternative to paragraph 180 herein, by:

(a) delivering NIEIR's Growth Forecasts to the RCM Consortium, and to AECOM

Australia, as alleged in sub-paragraph 43(a) herein and in the circumstances

alleged in sub-paragraph 179(e)(ii)(A) herein, without any NIEIR's Brisbane

Forecast Warnings being given to either the limited class comprising Potential

RCM Stapled Unit Acquirers, the RCM Consortium or to AECOM Australia;


208

(b) making NIEIR's Additional Statements to the RCM Consortium, to AECOM

Australia and, or in the alternative, the limited class comprising Potential RCM

Stapled Unit Acquirers as alleged in sub-paragraph 43(b) and 179(b)(iv) herein,

without any NIEIR's Brisbane Forecast Warnings being given to the limited class

comprising Potential RCM Stapled Unit Acquirers, the RCM Consortium or to

AECOM Australia; and, or in the alternative

(c) agreeing, or acquiescing, to the inclusion of references to NIEIR's Work, NIEIR's

Growth Forecasts and NIEIR's Additional Statements in:

(i) AECOM Australia's Traffic Reports, which NIEIR knew, or ought to have

known, would be provided to the RCM Consortium; and, or in the

alternative

(ii) the Summary Letter which NIEIR knew, or ought to have known, would be

provided to Potential RCM Stapled Unit Acquirers,

without, in either case, any NIEIR's Brisbane Forecast Warnings being given to

the limited class comprising Potential RCM Stapled Unit Acquirers, the RCM

Consortium or to AECOM Australia,

NIEIR thereby represented to the limited class comprising Potential RCM Stapled Unit

Acquirers, the RCM Consortium and, or in the alternative, AECOM Australia that:

(d) NIEIR's Work, NIEIR's Growth Forecasts and NIEIR's Additional Statements was,

or were:

(i) the product of the application, by NIEIR, of:

(A) the skill, care and diligence that could reasonably be expected of a

specialist with NIEIR's Expertise and knowledge;

(B) due skill, care and diligence; and, or in the alternative

(C) reasonable skill, care and diligence;

(ii) prepared and made by NIEIR upon reasonable grounds;

(iii) based upon, contained or comprised reasonable predictions of future

traffic growth in Brisbane after 2005; and, or in the alternative

(iv) could be safely relied upon; and, or in the alternative

(e) no NIEIR's Brisbane Forecast Warnings were required,

(NIEIR's Brisbane Forecast Representations).

182. NIEIR's Brisbane Forecast Representations were made in trade and commerce.

183. NIEIR's Brisbane Forecast Representations included representations with respect to

future matters insofar as they comprised, related to or concerned:

(a) predictions of traffic growth in Brisbane after 2005;

(b) predictions contained within NIEIR's Growth Forecasts; and, or in the alternative

(c) predictions contained within NIEIR's Additional Statements;


209

NIEIR's Brisbane Forecast Negligence and NIEIR's Brisbane Forecast Misrepresentations

184. If and insofar as:

(a) AECOM Australia is found to have committed AECOM Australia's Alleged

Wrongful Acts in whole or in part because AECOM Australia overstated the size

of the market for the NSBT and misstated the operation of Brisbane's existing

road network in the event of the opening of the NSBT by citing Demographic and

Economic Forecasts which were overly optimistic with a compound inflationary

effect (which is denied);

(b) any Class Member relied upon AECOM Australia's Consented Material (which is

not admitted) or, in the alternative, AECOM Australia is liable to any Class

Member regardless of whether that Class Member relied upon AECOM

Australia's Consented Material (which is denied);

(c) any Class Member suffered any Class Member Corporations Act Loss and, or in

the alternative, Class Member Negligence Loss as alleged or at all (which is

denied);

(d) such Class Member Corporations Act Loss and, or in the alternative, Class

Member Negligence Loss was caused by AECOM Australia's Alleged Wrongful

Acts (which is denied); and

(e) AECOM Australia is liable for such Class Member Corporations Act Loss and, or

in the alternative, Class Member Negligence Loss as alleged or at all (which is

denied),

then, in those circumstances:

(f) AECOM Australia only overstated the size of the market for the NSBT and

misstated the operation of Brisbane's existing road network in the event of the

opening of the NSBT by citing Demographic and Economic Forecasts in the

AECOM Australia's Consented Material which were overly optimistic with a

compound inflationary effect by reason of AECOM Australia's reliance upon

NIEIR's Work, NIEIR's Growth Forecasts, NIEIR's Additional Statements, NIEIR's

Brisbane Forecast Representations and, or in the alternative, NIEIR's failure to

give NIEIR's Brisbane Forecast Warnings;

(g) that Class Member only suffered Class Member Negligence Loss:

(i) by reason of:

(A) their reliance upon NIEIR's Work, NIEIR's Growth Forecasts,

NIEIR's Additional Statements, NIEIR's Brisbane Forecast

Representations and, or in the alternative, NIEIR's failure to give

NIEIR's Brisbane Forecast Warnings; and, or in the alternative

(B) their reliance upon the Forecasts and, or in the alternative,

AECOM Australia's Consented Material and, or in the alternative,

the Summary Letter insofar as they were prepared, and delivered,

by AECOM Australia in reliance upon NIEIR's Work, NIEIR's

Growth Forecasts and NIEIR's Additional Statements and, or in

the alternative, NIEIR's failure to give NIEIR's Brisbane Forecast

Warnings; or, in the alternative


210

(ii) because the PDS was available to be given to, and was given or made

available to, that Class Member;

(h) in breach of NIEIR's Brisbane Forecast Duties of Care:

(i) NIEIR's Work, NIEIR's Growth Forecasts, NIEIR's Additional Statements

and NIEIR's Brisbane Forecast Representations:

(A) was, or were, not prepared, or made, by NIEIR with the skill, care

and diligence that could reasonably be expected of a specialist

with NIEIR's Expertise and knowledge or, in the alternative, due

skill, care and diligence, or in the alternative, reasonable skill, care

and diligence because they contained, or constituted,

unreasonable predictions by NIEIR of traffic growth in Brisbane

after 2005;

(B) was, or were, not made upon reasonable grounds; and

(C) could not safely be relied upon by any Potential RCM Stapled Unit

Acquirers in deciding whether to acquire RCM Stapled Units; and,

or in the alternative

(ii) NIEIR failed to give NIEIR's Brisbane Forecast Warnings to the limited

class comprising Potential RCM Stapled Unit Acquirers, the RCM

Consortium or AECOM Australia,

(together, NIEIR's Brisbane Forecast Negligence); and, or in the alternative

(i) NIEIR's Brisbane Forecast Representations were:

(i) misleading or deceptive or likely to mislead or deceive and made without

reasonable grounds (NIEIR's Brisbane Forecast Misrepresentations);

(ii) relied upon by the Class Members, the RCM Consortium and, or in the

alternative, AECOM Australia; and

(iii) made in contravention of section 52 of the TPA insofar as they were made

to the RCM Consortium and, or in the alternative, AECOM Australia; and

(j) NIEIR's Work, NIEIR's Growth Forecasts, NIEIR's Additional Statements, NIEIR's

Brisbane Forecast Negligence and, or in the alternative, NIEIR's Brisbane

Forecast Misrepresentations, caused, or in the alternative, materially contributed

to:

(i) the making of the Forecasts contained in the Summary Letter;

(ii) the inclusion of AECOM Australia's Consented Material or, in the

alternative, the Summary Letter, in the PDS;

(iii) AECOM Australia's Alleged Wrongful Acts;

(iv) the making of the NSBT Project Bid and the Revised NSBT Project Bid;

(v) the decision to undertake the RCM IPO;

(vi) the execution and delivery of RCM Documents and, or in the alternative,

the taking of other RCM NSBT Steps;

(vii) the issue and distribution of the PDS;


211

(viii) the RCM IPO;

(ix) the Class Member's decision to acquire RCM Stapled Units;

(x) the Class Member's acquisition of RCM Stapled Units; and

(xi) any Class Member Corporations Act Loss and, or in the alternative, Class

Member Negligence Loss,

(the NIEIR Class Member Consequences); and, or in the alternative

(k) but for NIEIR's Work, NIEIR's Growth Forecasts, NIEIR's Additional Statements,

NIEIR's Brisbane Forecast Negligence and, or in the alternative, NIEIR's Brisbane

Forecast Misrepresentations, none of the NIEIR Class Member Consequences

would have occurred.

185. If AECOM Australia has any liability to any Class Member for Class Member

Corporations Act Loss and, or in the alternative, Class Member Negligence Loss (which

is denied) then, by reason of the matters alleged in paragraphs 177 - 184 herein, NIEIR is

also liable to that Class Member for that Class Member Corporations Act Loss and, or in

the alternative, Class Member Negligence Loss.

186. In the premises, any liability of AECOM Australia in relation to that Class Member


is denied) should be reduced, under the Apportionment Legislation, to reflect that

proportion of the Class Member Corporations Act Loss and, or in the alternative, Class

Member Negligence Loss which the Court considers just having regard to the extent of

NIEIR's responsibility for that Class Member Corporations Act Loss and, or in the

alternative, Class Member Negligence Loss.

AECOM Australia's Apportionment Defence - Peter Hicks

Hicks' PDS Duties of Care


(a) Peter Hicks:

(i) had the experience, skills and knowledge alleged in sub-paragraphs

29(b) - (d) herein;

(ii) had been appointed to each of the roles alleged in sub-paragraphs 29(e)

and (f) herein; and

(iii) had been vested with, assumed, and was exercising, Hicks' Authority and

Responsibilities in furtherance of the Joint RCM Plan; and

(b) Peter Hicks was aware that RCM NSBT Steps included the RCM IPO and that an

offer of RCM Stapled Units required a product disclosure statement;

(c) Peter Hicks had requested, and instructed, AECOM Australia to provide a letter

summarising AECOM Australia’s traffic forecasting methodology, its forecasts for

the Base Case and certain other matters for inclusion in the PDS as alleged in

paragraph 91 herein;

(d) Peter Hicks had undertaken:


212

(i) Hicks' AECOM Australia Actions, Hicks' NIEIR Actions, Hicks' PB Actions,

Hicks’ HTS Actions, Hicks’ Beca Actions, and Hicks’ Financier and

Investor Actions;

(ii) DDC Actions and TDDSC Actions as a member of the DDC and the

TDDSC respectively and Hicks' PDS Actions so as to be a person actively

involved in the preparation of the PDS,

(together, Hicks' Total NSBT Actions);

(e) Peter Hicks was aware that the DDC had considered and accepted the TDDSC

Key Issues Report (as updated) as alleged in paragraph 87 herein by reason of

his attendance at the DDC meeting on 13 June 2006;

(f) Peter Hicks had made Hicks' First PDS Confirmation, Hicks' Second PDS

Confirmation and Hicks' Third PDS Confirmation as alleged in paragraphs 94 -

97, 101 and 102 herein respectively;

(g) Peter Hicks knew, or ought to have known:

(i) the NSBT Traffic Forecast Facts as alleged in paragraphs 68 and 69

respectively; and

(ii) the PDS Disclosure Obligation as alleged in paragraph 80 herein;

(h) Peter Hicks had Hicks' Expertise by reason of the matters alleged in paragraphs

29, 37, 45, 49, 54, 59, 63 and 64, 68, 80, 83 - 87, 91 and 92 - 94 herein;

(i) Peter Hicks knew, or ought to have known, that Mallesons had agreed to

undertake, and had undertaken, Mallesons' RCM IPO Actions;

(j) Peter Hicks knew each of the matters comprising Mallesons' Traffic Forecast

Facts;

(k) Peter Hicks knew:

(i) that the PDS would include the Summary Letter and Beca's PDS

Summary Report; and

(ii) the contents of the PDS, the Summary Letter and Beca's PDS Summary

Report;

(l) Peter Hicks knew, in accordance with the PDS Decisions, that a copy of the May

2006 Traffic Report was not to be made accessible to the limited class comprising

Potential RCM Stapled Unit Acquirers either in, or with, the PDS as issued, on the

"RiverCity Motorway" website (as proposed and requested by AECOM Australia)

or otherwise, as alleged in paragraphs 104 and 106 herein respectively;

(m) Peter Hicks knew, or ought to have known, that the limited class comprising

Potential RCM Stapled Unit Acquirers would, or likely would, rely upon:

(i) the PDS in deciding whether to acquire RCM Stapled Units; and, or in the

alternative

(ii) persons involved in the preparation of the PDS to not prepare and, or in

the alternative, not permit the issue of, a PDS which was defective within

the meaning of section 1022A of the Corporations Act and, or in the

alternative, which was not prepared with reasonable care;


213

(n) it was reasonable for the limited class comprising Potential RCM Stapled Unit

Acquirers to so rely in deciding whether to acquire RCM Stapled Units; and

(o) there was a not insignificant risk, it was reasonably foreseeable, and Peter Hicks

knew, or ought to have known, that any failure by Peter Hicks to act with the skill,

care and diligence that could reasonably be expected of a specialist with Hicks'

Expertise or, in the alternative, with due skill, care and diligence, or in the

alternative, with reasonable skill, care and diligence, in connection with the

preparation and issue of the PDS, would, or may, have been likely to, cause

material loss or damage to any Potential RCM Stapled Unit Acquirer who

proceeded to acquire RCM Stapled Units:

(i) in reliance upon the PDS; or in the alternative

(ii) by reason of the existence of the PDS, if and insofar as reliance is not a

relevant pre-requisite to the entitlement to recover such loss or damage

(which is denied).

188. Further to paragraph 187 herein, at all material times, in, and by reason of, the

circumstances alleged in paragraph 187 herein, Peter Hicks owed the limited class

comprising Potential RCM Stapled Unit Acquirers, under the general law, a duty to

exercise the skill, care and diligence that could reasonably be expected of a specialist

with Hicks' Expertise or, in the alternative, due skill, care and diligence, or in the

alternative, reasonable skill, care and diligence (which duties are alleged further, and in

the alternative, to each other):

(a) in connection with his involvement in the preparation of the PDS;

(b) in exercising, and discharging Hicks' Authority and Responsibilities insofar as was

relevant to the preparation of the PDS;

(c) in obtaining and providing instructions, directions and other inputs, feedback and

assistance in relation to, and in reviewing, approving and accepting, each of

NIEIR's Growth Forecasts and NIEIR's Additional Statements, in circumstances

where Peter Hicks knew that AECOM Australia's Traffic Forecasts, the May 2006

Traffic Report and AECOM Australia's Consented Material would be, and were,

prepared by AECOM Australia in reliance thereon;

(d) in co-ordinating and supervising, obtaining and providing instructions, directions

and other inputs, feedback and assistance in relation to, and in reviewing,

approving and accepting:

(i) the Forecasts;

(ii) the Summary Letter;

(iii) Beca's PDS Summary Report;

(e) in undertaking Hicks' PDS Actions;

(f) in conducting and, or in the alternative, overseeing the implementation of, an

appropriate due diligence process in connection with the preparation of the PDS;

(g) in undertaking DDC Actions and TDDSC Actions as a member of the DDC and

the TDDSC respectively;

(h) to warn Potential RCM Stapled Unit Acquirers if and insofar as it was unsafe to

rely upon the PDS because it was defective within the meaning of section 1022A


214

of the Corporations Act and, or in the alternative, was not prepared with

reasonable care, by reason of any fact, matter or circumstance known to him

(Hicks' PDS Warning),

(hereafter these various duties are collectively referred to as Hicks' PDS Duties of

Care).

Hicks' PDS Representations

189. Further and in the alternative to paragraph 188 herein:

(a) by failing to provide Hicks' PDS Warning; and, or in the alternative

(b) by being involved in the preparation of and, or in the alternative, by facilitating,

supporting and, or in the alternative, permitting the issue of, the PDS, in each

case without any Hicks' PDS Warning,

Peter Hicks thereby represented to the limited class comprising Potential RCM Stapled

Unit Acquirers:

(c) that he had exercised the skill, care and diligence that could reasonably be

expected of a specialist with Hicks' Expertise or, in the alternative, due skill, care

and diligence, or in the alternative, reasonable skill, care and diligence:

(i) in connection with his involvement in the preparation of the PDS;

(ii) in exercising, and discharging Hicks' Authority and Responsibilities insofar

as was relevant to the preparation of the PDS;

(iii) in obtaining and providing instructions, directions and other inputs,

feedback and assistance in relation to, and in reviewing, approving and

accepting, each of NIEIR's Growth Forecasts and NIEIR's Additional

Statements;

(iv) in co-ordinating and supervising, obtaining and providing instructions,

directions and other inputs, feedback and assistance in relation to, and in

reviewing, approving and accepting:

(A) the Forecasts;

(B) the Summary Letter;

(C) Beca's PDS Summary Report;

(v) in undertaking Hicks' PDS Actions;

(vi) in conducting and, or in the alternative, overseeing the implementation of,

an appropriate due diligence process in connection with the preparation of

the PDS; and, or in the alternative

(vii) in undertaking DDC Actions and TDDSC Actions as a member of the DDC

and the TDDSC respectively; and, or in the alternative

(d) that no Hicks' PDS Warning was required,

(Hicks' PDS Representations).

Hicks' PDS involvement, Hicks' PDS Breaches of Duty and Hicks' PDS Misrepresentations



215


Wrongful Acts (which is denied);

(b) any Class Member suffered any Class Member Corporations Act Loss and, or in


denied);

(c) such Class Member Corporations Act Loss and, or in the alternative, Class



(d) AECOM Australia is liable for such Class Member Corporations Act Loss and, or


denied),


(e) if and insofar as AECOM Australia is found to have committed AECOM Australia's

Alleged Wrongful Acts in whole or in part because:

(i) AECOM Australia did not have reasonable grounds for making the

Forecasts and failed to exercise reasonable care and diligence in

preparing the Summary Letter and the Forecasts in whole or in part by

reason of one or more of the issues identified in Schedule 4 of the

particulars served on Peter Hicks on 24 November 2015 (the Hicks

Particulars);

(ii) the Consented Material contained one or more of the further misleading or

deceptive statements identified in Schedule 5 of the Hicks Particulars;

and/or

(iii) there were omissions from the Consented Material as identified in

Schedule 6 of the Hicks Particulars (other than the omission identified in

paragraph 1(c) of Schedule 6 of the Hicks Particulars with respect to sub-

paragraph 28(aa)(iii) of the SFASOC),

(e) (AECOM Australia's Alleged Wrongful Acts (Hicks)), which is denied,

then the material facts or matters giving rise to AECOM Australia's Alleged

Wrongful ActsAECOM Australia's Alleged Wrongful Acts (Hicks) and which form

part of the subject matter of NIEIR's Growth Forecasts and NIEIR's Additional

Statements, the Forecasts, the Summary Letter and Beca's PDS Summary

Report were facts or information:

(i)(iv) relevant to whether the PDS was defective within the meaning of section

1022A of the Corporations Act and, or in the alternative, the PDS was not

prepared with reasonable care; and

(ii)(v) which Peter Hicks knew or, by reason of Hicks' Total NSBT Actions,

Hicks' Expertise, Hicks' Authority and Responsibilities, and, or in the

alternative, his knowledge of the NSBT Traffic Forecast Facts, ought to

have known;

(f) the PDS was defective within the meaning of section 1022A of the Corporations

Act and that Class Member will have suffered Class Member Corporations Act

Loss and, or in the alternative, Class Member Negligence Loss by reason of their

reliance upon the PDS or, in the alternative, by reason of the existence of the


216

PDS if and insofar as reliance is not a relevant pre-requisite to the entitlement to

recover such loss or damage (which is denied);

(g) Peter Hicks:

(i) was a person who, directly or indirectly, caused the PDS to be defective

or contributed to it being defective within the meaning of section

1022B(3)(b)(ii) of the Corporations Act;

(ii) did not take reasonable steps to ensure that the PDS would not be

defective; and

(iii) is a person from whom the Class Members are entitled to recover their

loss and damage pursuant to section 1022B(2) of the Corporations Act;


(h) Peter Hicks, in breach of Hicks' PDS Duties of Care, failed to exercise the skill,

care and diligence that could reasonably be expected of a specialist with Hicks'

Expertise or, in the alternative, due skill, care and diligence, or in the alternative,

reasonable skill, care and diligence:

(i) in connection with his involvement in the preparation of the PDS;

(ii) in exercising, and discharging Hicks' Authority and Responsibilities insofar

as was relevant to the preparation of the PDS;

(iii) in obtaining and providing instructions, directions and other inputs,



Statements;

(iv) in co-ordinating and supervising, obtaining and providing instructions,



(A) the Forecasts;



(v) in undertaking Hicks' PDS Actions;

(vi) in conducting and, or in the alternative, overseeing the implementation of,


the PDS; and

(vii) in undertaking DDC Actions and TDDSC Actions as a member of the DDC

and the TDDSC respectively; and, or in the alternative

(i) Peter Hicks failed to give Hicks' PDS Warning as required by Hicks' PDS Duties

of Care; and, or in the alternative

(j) Hicks' PDS Representations were:

(i) made without the skill, care and diligence that could reasonably be

expected of a specialist with Hicks' Expertise or, in the alternative, due

skill, care and diligence, or in the alternative, reasonable skill, care and


217

diligence, in breach of Hicks' PDS Duties of Care (Hicks' PDS

Misrepresentations); and

(ii) were relied upon by that Class Member,

(hereafter, the breaches of Hicks' PDS Duties of Care alleged in sub-paragraphs

(h) - (j) above are together referred to as Hicks' PDS Breaches of Duty);

(k) Hicks' PDS Breaches of Duty and, or in the alternative, Hicks' PDS

Misrepresentations caused, or in the alternative, materially contributed to:

(i) the issue and distribution of the PDS;

(ii) the RCM IPO;

(iii) the Class Member's decision to acquire RCM Stapled Units;

(iv) the Class Member's acquisition of RCM Stapled Units; and

(v) any Class Member Corporations Act Loss and, or in the alternative, Class

Member Negligence Loss,

(the Class Member Consequences); and, or in the alternative

(l) but for Hicks' PDS Breaches of Duty and, or in the alternative, Hicks' PDS

Misrepresentations none of the Class Member Consequences would have

occurred.

Particulars

1. If (which is denied) AECOM Australia is found to have committed

AECOM Australia's Alleged Wrongful Acts then:

(a) NIEIR's Growth Forecasts and NIEIR's Additional Statements

would not have been the product of the skill, care and

diligence that could reasonably be expected of a specialist

with NIEIR's Expertise and knowledge or, in the alternative,

due skill, care and diligence, or in the alternative, reasonable

skill, care and diligence, would have not been prepared and

made by NIEIR on reasonable grounds and could not safely

be relied upon because, in that event, NIEIR's Growth

Forecasts and NIEIR's Additional Statements would have

been based upon, or contained, or were, unreasonable

predictions of Brisbane traffic growth after 2005;

(b) the Forecasts and the Summary Letter would not have been

the product of due skill, care and diligence, would have not

been prepared and made by AECOM Australia on reasonable

grounds and could not safely be relied upon by reason of

AECOM Australia's Alleged Wrongful Acts;

(c) Beca's PDS Summary Report and Beca's NSBT Capacity

Findings would not have been the product of the skill, care and

diligence that could reasonably be expected of a specialist

with Beca's Expertise and knowledge or, in the alternative, due

skill, care and diligence, or in the alternative, reasonable skill,

care and diligence, would not have been prepared and made


218

by Beca on reasonable grounds and could not safely be relied

upon because, in that event:

(i) the NSBT Capacity Assumptions would not have been

the product of due skill, care and diligence by AECOM

Australia, would not have been made on reasonable

grounds and could not be safely relied upon; and

(ii) Beca's PDS Summary Report and Beca's NSBT

Capacity Findings would not have been the product of

the skill, care and diligence that could reasonably be

expected of a specialist with Beca's Expertise and

knowledge or, in the alternative, due skill, care and

diligence, or in the alternative, reasonable skill, care

and diligence, would not have been made on

reasonable grounds and could not be safely relied

upon.








is denied) then, by reason of the matters alleged in paragraphs 187 - 190 herein, Peter

Hicks is also liable to that Class Member for that Class Member Corporations Act Loss

and, or in the alternative, Class Member Negligence Loss.






Peter Hicks' responsibility for that Class Member Corporations Act Loss and, or in the


AECOM Australia's Apportionment Defence - Sponsor Clients

Sponsor Clients' PDS Duties of Care


(a) the Sponsor Clients, acting together in furtherance of the Joint RCM Plan as

alleged in paragraph 5 herein:

(i) had commenced implementation of the Joint RCM Plan from in or about

April 2005;

(ii) had taken or assumed responsibility for, and, or in the alternative, made,

all material, decisions in relation to revenue forecasting and overall

business planning, project structuring, NSBT Project Bid strategy, NSBT

Project Bid approach, establishing the RCM SPVs, NSBT Project Bid

submission, negotiations in respect of, or arising from, the NSBT Project

Bid, equity underwriting, debt procurement, equity procurement and

setting up organisational structures for, and all administration and


219

strategic direction in connection with, the NSBT Project and AECOM

Australia refers to and repeats paragraph 66 and sub-paragraph 1(b) of

the particulars thereto;

(iii) knew that members of the RCM Project Team had been appointed to the

various roles alleged in sub-paragraphs 29(e) and (f) herein in relation to

Peter Hicks, in sub-paragraphs 30(h) - (j) herein in relation to Robert

Morris, in sub-paragraphs 31(g) and (h) herein in relation to Charles Mott,

in sub-paragraphs 32(d) and (e) in relation to Malcolm Coleman and in

sub-paragraphs 33(d) and (e) in relation to Duncan Olde;

(b) the Sponsor Clients, acting together in furtherance of the Joint RCM Plan as

alleged in paragraph 5 herein or, in the alternative, individually, had, between

them, or, in the alternative, had available to them:

(i) the experience, skills and knowledge alleged in paragraph 1 herein in

relation to Leighton, in paragraph 2 herein in relation to ABN AMRO, in

paragraph 3 herein in relation to Baulderstone and in paragraph 4 herein

in relation to Bilfinger;

(ii) the experience, skills and knowledge (including, where applicable,

knowledge of NSBT Traffic Forecast Facts or, in the case of Malcolm

Coleman, Coleman's NSBT Traffic Forecast Facts) alleged in paragraphs

29 and 68 herein in relation to Peter Hicks, in paragraphs 30 and 70

herein in relation to Robert Morris, in paragraphs 31 and 72 herein in

relation to Charles Mott, in paragraphs 32 and 74 herein in relation to

Malcolm Coleman and in paragraph 33 herein in relation to Duncan Olde;

(iii) the experience, skills and knowledge gained by Peter Hicks from taking

Hicks' Total NSBT Actions including:

(A) knowledge of NSBT Traffic Forecast Facts;

(B) that the DDC had considered and accepted the TDDSC Key

Issues Report as alleged in paragraph 87 herein;

(C) that Mallesons had agreed to undertake, and had undertaken,

Mallesons' RCM IPO Actions;

(D) that the PDS would include the Summary Letter and Beca's PDS

Summary Report;

(E) the contents of the PDS, the Summary Letter and Beca's PDS

Summary Report;

(F) that, in accordance with the PDS Decisions, a copy of the May

2006 Traffic Report was not to be made accessible to the limited

class comprising Potential RCM Stapled Unit Acquirers either in,

or with, the PDS as issued, on the "RiverCity Motorway" website

(as proposed and requested by AECOM Australia) or otherwise,

as alleged in paragraphs 104 and 106 herein respectively;

(G) that the limited class comprising Potential RCM Stapled Unit

Acquirers would, or likely would, rely upon the PDS in deciding

whether to acquire RCM Stapled Units and, or in the alternative,

persons involved in the preparation of the PDS to not prepare and,

or in the alternative, not permit the issue of, a PDS which was


220

defective within the meaning of section 1022A of the Corporations

Act and, or in the alternative, which was not prepared with

reasonable care; and

(H) that it was reasonable for the limited class comprising Potential

RCM Stapled Unit Acquirers to so rely in deciding whether to

acquire RCM Stapled Units;

(I) that there was a not insignificant risk, it was reasonably

foreseeable, and Peter Hicks knew, or ought to have known, that

any failure by Peter Hicks to act with the skill, care and diligence

that could reasonably be expected of a specialist with Hicks'

Expertise or, in the alternative, with due skill, care and diligence,

or in the alternative, with reasonable skill, care and diligence, in

connection with the preparation and issue of the PDS, would, or

may, have been likely to, cause material loss or damage to any

Potential RCM Stapled Unit Acquirer who proceeded to acquire

RCM Stapled Units in reliance upon the PDS or in the alternative,

by reason of the existence of the PDS, if and insofar as reliance is

not a relevant pre-requisite to the entitlement to recover such loss

or damage (which is denied);

(iv) the experience, skills and knowledge (including knowledge of NSBT

Traffic Forecast Facts) gained by Robert Morris from taking Morris'

AECOM Australia Actions, Morris' Keith Long Actions, Morris’ PB Actions,

and Robert Morris undertaking DDC Actions and TDDSC Actions as a

member of the DDC and TDDSC respectively;

(v) the experience, skills and knowledge (including knowledge of NSBT

Traffic Forecast Facts) gained by Charles Mott from taking Mott's AECOM

Australia Actions and Charles Mott undertaking DDC Actions as a

member of the DDC;

(vi) the experience, skills and knowledge (including knowledge of NSBT

Traffic Forecast Facts or, in the alternative, Coleman's NSBT Traffic

Forecast Facts) gained by Malcolm Coleman from taking Coleman's

AECOM Australia Actions; and

(vii) the experience, skills and knowledge gained by Duncan Olde from taking

Olde's AECOM Australia Actions,

(hereafter, the experience, skills and knowledge alleged in sub-

paragraphs (ii) - (vii) above are together referred to as the RCM Project

Team Expertise),

(hereafter, the experience, skills and knowledge alleged in sub-paragraph (i)

above and the RCM Project Team Expertise are together referred to as the

Sponsor Clients' Expertise);

(c) further and in the alternative to sub-paragraphs (b)(iii)(G) - (I) above, the Sponsor

Clients, acting together in furtherance of the Joint RCM Plan as alleged in

paragraph 5 herein or, in the alternative, individually, knew and accepted, or, in

the alternative, ought to have known:

(i) that the limited class comprising Potential RCM Stapled Unit Acquirers

reasonably would, or likely reasonably would, rely upon the PDS in


221

deciding whether to acquire RCM Stapled Units and, or in the alternative,

persons involved in the preparation of the PDS to not prepare and, or in



alternative, which was not prepared with reasonable care; and

(ii) there was a not insignificant risk, and it was reasonably foreseeable that:

(A) any failure by the Sponsor Clients to act with the skill, care and

diligence that could reasonably be expected of a specialist with

the Sponsor Clients' Expertise or, in the alternative, with due skill,

care and diligence, or in the alternative, with reasonable skill, care

and diligence; and, or in the alternative

(B) any failure by Peter Hicks, in his capacity as the representative

and agent of the Sponsor Clients, to act with the skill, care and

diligence that could reasonably be expected of a specialist with

Hicks' Expertise or, in the alternative, with due skill, care and

diligence, or in the alternative, with reasonable skill, care and

diligence,

in connection with the preparation and issue of the PDS, would, or may,

have been likely to, cause material loss or damage to any Potential RCM

Stapled Unit Acquirer who proceeded to acquire RCM Stapled Units in

reliance upon the PDS or in the alternative, by reason of the existence of

the PDS, if and insofar as reliance is not a relevant pre-requisite to the

entitlement to recover such loss or damage (which is denied);

Particulars

1. As to sub-paragraph (b)(i) above, the skill, knowledge and

experience of Leighton, ABN AMRO, Baulderstone and Bilfinger is

to be imputed and, or in the alternative, attributed to the Sponsor

Clients by reason of, or in circumstances where, the Sponsor

Clients were acting together as alleged in paragraph 5 herein.

2. As to sub-paragraph (b)(ii) - (vii) above, the RCM Project Team

Expertise is to be imputed and, or in the alternative, attributed to

the Sponsor Clients by reason of the following facts, matters and

circumstances (each of which is alleged further and in the

alternative):

(a) the fact that:

(i) each of Peter Hicks, Charles Mott, Malcolm

Coleman and Duncan Olde were employees of

Sponsor Clients, being Leighton in the case of

Peter Hicks as alleged in sub-paragraph 29(c)

herein, Bilfinger in the case of Charles Mott as

alleged in sub-paragraph 31(d) herein and ABN

AMRO in the case of Malcolm Coleman as alleged

in sub-paragraph 32(b) herein and Duncan Olde as

alleged in sub-paragraph 33(a) herein and Charles

Mott was a director of Bilfinger as alleged in sub-

paragraph 31(d) herein; and


222

(ii) Robert Morris was employed as a consultant to the

Sponsor Clients or, in the alternative, Leighton,

acting for the RCM Consortium as alleged in sub-

paragraph 30(h) herein;

(b) each of Peter Hicks, Robert Morris, Charles Mott, Malcolm

Coleman and Duncan Olde acted for the RCM Consortium

in the roles as alleged in sub-paragraphs 29(e), 30(h) and

(i), 31(g), 32(d) and 33(d) herein respectively (hereafter,

Peter Hicks, Robert Morris, Charles Mott, Malcolm

Coleman and Duncan Olde are together referred to as the

RCM Project Team Members and these various roles are

together referred to as the RCM Representative Roles);

(c) the agency of:

(i) each of Peter Hicks, Robert Morris and Charles

Mott of and for the RCM Consortium as alleged in

sub-paragraphs 29(f), 30(j) and 31(h) herein

respectively;

(ii) Malcolm Coleman of and for the RCM Consortium

as alleged in sub-paragraph 32(e) herein; and

(iii) Duncan Olde for the Sponsor Clients as alleged in

sub-paragraph 33(e) herein,

(together, the RCM Agency Roles);

(d) the granting of Hicks' Authority and Responsibilities to

Peter Hicks as alleged in sub-paragraph 29(g) herein, of

Morris' Authority and Responsibilities to Robert Morris as

alleged in sub-paragraph 30(k) herein, of Mott's Authority

and Responsibilities to Charles Mott as alleged in sub-

paragraph 31(i) herein, of Coleman's Authority and

Responsibilities to Malcolm Coleman as alleged in sub-

paragraph 32(f) herein and of Olde's Authority and

Responsibilities to Duncan Olde as alleged in sub-

paragraph 33(f) herein (together, the RCM Authorities

and Responsibilities);

(e) the reliance placed, or which it is to be inferred, by reason

of the facts, matters and circumstances alleged in sub-

paragraphs (a) - (d) above, was placed, by the RCM

Consortium upon the expertise, experience, skills,

knowledge and judgement of the RCM Project Team

Members;

(f) the duty of:

(i) the RCM Project Team Members as members of

the RCM Project Team; and, or in the alternative

(ii) Peter Hicks, Robert Morris, Charles Mott and

Malcolm Coleman in their respective RCM

Representative Roles and, in the alternative, in

their respective RCM Agency Roles,


223

to disclose to the RCM Consortium (in the case of Peter

Hicks, Robert Morris, Charles Mott and Malcolm Coleman)

and to the Sponsor Clients (in the case of Duncan Olde),

all material facts, information, knowledge, opinions, beliefs

and suspicions they had relating to, or arising from, the

NSBT Project, which duty:

(iii) arose in circumstances where the RCM

Consortium (in the case of Peter Hicks, Robert

Morris, Charles Mott and Malcolm Coleman) and

the Sponsor Clients (in the case of Duncan Olde)

were reliant on their respective specialist

knowledge, experience, abilities and judgement;


(iv) is to be inferred from the relevance and proximity of

information and knowledge concerning the NSBT

Project to their respective RCM Authorities and

Responsibilities and actions in connection with the

NSBT Project.







194. Further to paragraph 193 herein, at all material times, in, and by reason of, the

circumstances alleged in paragraph 193 herein, the Sponsor Clients, acting together in

furtherance of the Joint RCM Plan as alleged in paragraph 5 herein or, in the alternative,

individually, owed the limited class comprising Potential RCM Stapled Unit Acquirers,

under the general law, a duty to exercise the skill, care and diligence that could

reasonably be expected of a specialist with Sponsor Clients' Expertise or, in the

alternative, due skill, care and diligence, or in the alternative, reasonable skill, care and

diligence (which duties are alleged further, and in the alternative, to each other):

(a) in providing instructions to, supervising and obtaining relevant information from,

each of the RCM Project Team Members or, in the alternative, Peter Hicks, and

Mallesons, in connection with the preparation of the PDS;

(b) in obtaining and providing instructions, directions and other inputs, feedback and



where the Sponsor Clients knew that AECOM Australia's Traffic Forecasts, the

May 2006 Traffic Report and AECOM Australia's Consented Material would be,

and were, prepared by AECOM Australia in reliance thereon;

(c) in co-ordinating and supervising, obtaining and providing instructions, directions



(i) the Forecasts;



224


(d) in conducting and, or in the alternative, overseeing the implementation of, an


(e) to warn Potential RCM Stapled Unit Acquirers if and insofar as it was unsafe to




(Sponsor Clients' PDS Warning),

(hereafter these various duties are collectively referred to as the Sponsor Clients' PDS

Duties of Care).

Sponsor Clients' PDS Representations

195. Further and in the alternative to paragraphs 194 herein:

(a) by failing to provide any Sponsor Clients' PDS Warning; and, or in the alternative,


supporting and, or in the alternative, permitting the issue of, the PDS, directly or,

in the alternative, through their representative and agent Peter Hicks, in each

case without any Sponsor Clients' PDS Warning,

the Sponsor Clients, acting together in furtherance of the Joint RCM Plan as alleged in

paragraph 5 herein or, in the alternative, individually, thereby represented to the limited

class comprising Potential RCM Stapled Unit Acquirers:

(c) that they, or it, had exercised the skill, care and diligence that could reasonably

be expected of a specialist with the Sponsor Clients' Expertise or, in the

alternative, due skill, care and diligence, or in the alternative, reasonable skill,

care and diligence:

(i) in providing instructions to, supervising and obtaining relevant information

from, each of the RCM Project Team Members or, in the alternative, Peter

Hicks, and Mallesons, in connection with the preparation of the PDS;

(ii) in obtaining and providing instructions, directions and other inputs,



Statements;

(iii) in co-ordinating and supervising, obtaining and providing instructions,



(A) the Forecasts;


(C) Beca's PDS Summary Report; and, or in the alternative

(iv) in conducting and, or in the alternative, overseeing the implementation of,



(d) that no Sponsor Clients' PDS Warning was required,


225

(Sponsor Clients' PDS Representations).

Vicarious Liability

196. In the alternative to paragraphs 187 - 192 herein and further and in the alternative to

paragraphs 193 - 195 herein, at all material times the Sponsor Clients, acting together in

furtherance of the Joint RCM Plan as alleged in paragraph 5 herein or in the alternative,

individually:

(a) were, and are, vicariously liable, under the general law, for the acts and

omissions of Peter Hicks:

(i) in connection with the PDS in his performance or purported performance,

of his roles as alleged in sub-paragraph 29(e) (Hicks' RCM

Representative Roles) and, or in the alternative, his agency of and for

the RCM Consortium as alleged in sub-paragraph 29(f) herein (Hicks'

RCM Agency Role); and, or in the alternative

(ii) in his exercise of and discharge, or purported exercise and discharge, of

actual or apparent Hicks' Authority and Responsibilities; and

(b) would, in the premises, be liable to pay damages to the Class Members if and to

the extent that Peter Hicks is found liable, with AECOM Australia, for any Class

Member Corporations Act Loss and, or in the alternative, Class Member

Negligence Loss (which is denied).

197. In the alternative to paragraphs 187 - 192 herein and 196 herein and further and in the

alternative to paragraphs 193 - 195 herein, Leighton:

(a) was, at all material times, and is, vicariously liable, under the general law, for the

acts and omissions of Peter Hicks in connection with the PDS in the actual or

purported performance, of Hicks' RCM Representative Roles and, or in the

alternative, Hicks' RCM Agency Role and, or in the alternative, his actual or

purported exercise and discharge of Hicks' Authority and Responsibilities in the

course of and, or in the alternative, as a requirement of, his employment by

Leighton; and

(b) would, in the premises, be individually liable to pay damages to the Class

Members if and to the extent that Peter Hicks is found liable, with AECOM

Australia, for any Class Member Corporations Act Loss and, or in the alternative,

Class Member Negligence Loss (which is denied).

Particulars

1. Leighton is liable for the acts and omissions of Peter Hicks in

circumstances where Peter Hicks actually or purportedly

undertook those roles, and exercised and discharged those

authorities and responsibilities in connection with the PDS, in the

course of and, or in the alternative, as a requirement of, Hicks'

Leighton Employment.








226


paragraphs 193 - 197 herein, the Sponsor Clients are deemed, together, by reason of

their acting together in furtherance of the Joint RCM Plan as alleged in paragraph 5

herein, or, in the alternative, individually, pursuant to section 769B of the Corporations

Act, to have engaged in the conduct consisting of the acts and omissions of Peter Hicks

in connection with the PDS, in circumstances where the acts and omissions of Peter

Hicks in connection with the PDS, were undertaken or made by Peter Hicks intending to

do so for and on behalf of the Sponsor Clients or on behalf of the Sponsor Clients in the

course of the Sponsor Clients' business, affairs or activities in connection with the NSBT

Project or, in the alternative, in connection with the PDS and:

(a) in the course of acting within the scope of his actual or apparent authority as

agent of, inter alia, the Sponsor Clients as alleged in paragraph 29(f) herein; and,

or in the alternative

(b) with the consent or agreement of Robert Morris and, or in the alternative, Charles

Mott acting within the scope of their respective actual or apparent authorities as

agents of, inter alia, the Sponsor Clients as alleged in paragraph 30(j) herein in

respect of Robert Morris and paragraph 31(h) herein in respect of Charles Mott.

Particulars

1. The consents or agreements alleged in sub-paragraph (b)

above are to be inferred from:

(a) the knowledge of each of Robert Morris and Charles

Mott of the roles, authorities and responsibilities of

Peter Hicks; and

(b) the apparent absence of any warning to RCM Services

or RCMML by either of Robert Morris or Charles Mott

that Peter Hicks was not acting with the requisite skill,

care and diligence in connection with the PDS.


already discovered and subpoenaed documents and the

review of documents and evidence to be produced or served,

including documents stored on servers maintained by, or for

and on behalf of, the Sponsor Clients or, in the alternative,

ABN AMRO, in the course of the NSBT Project.


paragraphs 193 - 198 herein, Bilfinger is deemed, pursuant to section 769B of the

Corporations Act, to have engaged in the conduct consisting of the acts and omissions of

Peter Hicks in connection with the PDS because those acts and omissions were made by

Peter Hicks:

(a) intending to do so for and on behalf of Bilfinger or on behalf of Bilfinger in the

course of the Bilfinger's business, affairs or activities in connection with the NSBT

Project or, in the alternative, in connection with the PDS; and

(b) with the consent or agreement of Charles Mott acting within the scope of his

respective actual or apparent authority as the agent of, inter alia, Bilfinger (as

alleged in paragraph 31(h) herein) and, or in the alternative, a director and an

employee of Bilfinger (as alleged in paragraph 31(d) herein).


227

Particulars

1. As to sub-paragraph (b) above, the consents or agreements

alleged are to be inferred from:

(a) the knowledge of Charles Mott of Peter Hicks' roles,

authorities and responsibilities; and

(b) the apparent absence of any warning to RCM Services

or RCMML by Charles Mott that Peter Hicks was not

acting with the requisite skill, care and diligence in

connection with the PDS.


already discovered and subpoenaed documents and the

review of documents and evidence to be produced or served,

including documents stored on servers maintained by, or for

and on behalf of, the Sponsor Clients or, in the alternative,

ABN AMRO, in the course of the NSBT Project.

200. In the alternative to paragraphs 187 - 192 and 198 herein and further and in the

alternative to paragraphs 193 - 197 and 199 herein, the acts and omissions of Peter

Hicks in connection with the PDS were undertaken or made by Peter Hicks intending to

do so on behalf of, inter alia, Leighton or on behalf of Leighton in the course of Leighton's

business, affairs or activities in connection with the NSBT Project or, in the alternative, in

connection with the PDS and his employment by Leighton, with the result that Leighton is

deemed, pursuant to section 769B of the Corporations Act, to have engaged in that

conduct.

Sponsor Clients' PDS involvement, Sponsor Clients' PDS Breaches of Duty and Sponsor

Clients' PDS Misrepresentations






denied);






denied),


(e) if and insofar as AECOM Australia is found to have committed AECOM Australia's

Alleged Wrongful Acts in whole or in part because:

(i) in the case of Leighton:

(A) AECOM Australia did not have reasonable grounds for making the



228

preparing the Summary Letter and the Forecasts in whole or in

part by reason of one or more of the issues identified in Schedule

4 of the particulars served on Leighton on 24 November 2015 (the

Leighton Particulars);

(B) the Consented Material contained one or more of the further

misleading or deceptive statements identified in Schedule 5 of the

Leighton Particulars; and/or

(C) there were omissions from the Consented Material as identified in

Schedule 6 of the Leighton Particulars (other than the omission

identified in paragraph 1A(c) of Schedule 6 of the Leighton

Particulars with respect to sub-paragraph 28(aa)(iii) of the

SFASOC),

(AECOM Australia's Alleged Wrongful Acts (Leighton));

(ii) in the case of ABN AMRO:





3 of the particulars served on ABN AMRO on 24 November 2015

(the ABN AMRO Particulars);



ABN AMRO Particulars; and/or


Schedule 5 of the ABN AMRO Particulars (other than the omission

identified in paragraph 1A(c) of Schedule 5 of the ABN AMRO


SFASOC),

(AECOM Australia's Alleged Wrongful Acts (ABN AMRO));

(iii) in the case of Bilfinger:





3 of the particulars served on Bilfinger on 24 November 2015 (the

Bilfinger Particulars);



Bilfinger Particulars; and/or


Schedule 5 of the Bilfinger Particulars (other than the omission

identified in paragraph 1A(c) of Schedule 5 of the Bilfinger


SFASOC),


229

(AECOM Australia's Alleged Wrongful Acts (Bilfinger)); and/or

(iv) in the case of Baulderstone:





3 of the particulars served on Baulderstone on 24 November 2015

(the Baulderstone Particulars);



Baulderstone Particulars; and/or


Schedule 5 of the Baulderstone Particulars (other than the

omission identified in paragraph 1A(c) of Schedule 5 of the

Baulderstone Particulars with respect to sub-paragraph 28(aa)(iii)

of the SFASOC),

(AECOM Australia's Alleged Wrongful Acts (Baulderstone)),

(which is denied in each case) then the material facts or matters giving rise to

AECOM Australia's Alleged Wrongful Acts (Leighton) in the case of Leighton,

AECOM Australia's Alleged Wrongful Acts (ABN AMRO) in the case of ABN

AMRO, AECOM Australia's Alleged Wrongful Acts (Bilfinger) in the case of

Bilfinger and/or AECOM Australia's Alleged Wrongful Acts (Baulderstone) in the

case of Baulderstone AECOM Australia's Alleged Wrongful Acts and which form




(i)(v) relevant to whether the PDS was defective within the meaning of section



(ii)(vi) which the that Sponsor Clients knew or, by reason of the Sponsor Clients'

Expertise, ought to have known;

(e)(f) the PDS was defective within the meaning of section 1022A of the Corporations

Act and the Class Member will have suffered Class Member Corporations Act





(f)(g) the Sponsor Clients, acting together in furtherance of the Joint RCM Plan as

alleged in paragraph 5 herein or in the alternative, individually:

(i) was a person, or were persons, who, directly or indirectly, caused the

PDS to be defective or contributed to it being defective within the meaning

of section 1022B(3)(b)(ii) of the Corporations Act;


defective; and


230

(iii) is a person, or are persons, from whom the Class Members are entitled to

recover their loss and damage pursuant to section 1022B(2) of the

Corporations Act; and, or in the alternative

(g)(h) the Sponsor Clients, acting together in furtherance of the Joint RCM Plan as

alleged in paragraph 5 herein or in the alternative, individually, in breach of the

Sponsor Clients' PDS Duties of Care, failed to exercise the skill, care and

diligence that could reasonably be expected of a specialist with the Sponsor

Clients' Expertise or, in the alternative, with due skill, care and diligence, or in the

alternative, with reasonable skill, care and diligence:


from, each of the RCM Project Team Members or, in the alternative, Peter

Hicks, and Mallesons, in connection with the preparation of the PDS;




Statements;




(A) the Forecasts;





the PDS;

(h)(i) the Sponsor Clients, acting together in furtherance of the Joint RCM Plan as

alleged in paragraph 5 herein or, in the alternative, individually, failed, in breach

of the Sponsor Clients' PDS Duties of Care, to give a Sponsor Clients' PDS

Warning as required; and, or in the alternative

(i)(j) the Sponsor Clients' PDS Representations were:


expected of a specialist with the Sponsor Clients' Expertise or, in the

alternative, due skill, care and diligence, or in the alternative, reasonable

skill, care and diligence in breach of the Sponsor Clients' PDS Duties of

Care (Sponsor Clients' PDS Misrepresentations); and


(hereafter, the breaches of the Sponsor Clients' Duties of Care alleged in sub-

paragraphs (h) - (j) above are together referred to as the Sponsor Clients' PDS

Breaches of Duty); and, or in the alternative,

(j)(k) the Sponsor Clients PDS Breaches of Duty and, or in the alternative, Hicks' PDS

Breaches of Duty and, or in the alternative, the Sponsor Clients' PDS

Misrepresentations and, or in the alternative, Hicks' PDS Misrepresentations,


231

caused, or in the alternative, materially contributed to the Class Member

Consequences; and, or in the alternative

(k)(l) but for Sponsor Clients PDS Breaches of Duty and, or in the alternative, Hicks'

PDS Breaches of Duty and, or in the alternative, the Sponsor Clients' PDS

Misrepresentations, and, or in the alternative, Hicks' PDS Misrepresentations

none of the Class Member Consequences would have occurred.

Particulars

1. AECOM Australia refers to and repeats paragraph 1 of the










is denied) then, by reason of the matters alleged in paragraphs 193 - 201 herein, the

Sponsor Clients are also liable to that Class Member for that Class Member Corporations

Act Loss and, or in the alternative, Class Member Negligence Loss.






the Sponsor Clients' responsibility for that Class Member Corporations Act Loss and, or

in the alternative, Class Member Negligence Loss.

AECOM Australia's Apportionment Defence - RCM Services and RCMML

The RCM Respondent Companies

204. Each of RCM Services and RCMML (together, the RCM Respondent Companies) is,

and was at all material times, an Australian proprietary company, limited by shares and

able to be sued.

RCM Respondent Companies Duties of Care

205. AECOM Australia refers to and repeats paragraph 5 herein.

206. Each of the RCM Respondent Companies were formed and registered, or caused to be

formed and registered, by the Sponsor Clients, as RCM SPVs, as alleged in paragraph 7

herein, to perform or share different functions in furtherance of the Joint RCM Plan.

Particulars

1. RCM Services was intended to provide, and ultimately did provide,

administrative and other services to the RCM Group, including to

RCMML in connection with the preparation of the PDS and the RCM

IPO.


232

2. RCMML was intended to be, and ultimately was, the issuer of the PDS

and securities in the RCM IPO.






207. AECOM Australia refers to and repeats, for the purposes of this apportionment defence

in respect of the RCM Respondent Companies only, paragraphs 5 - 7, 14 - 16 and

37 - 38B of the SFASOC.

208. At all material times, the RCM Respondent Companies:

(a) each knew that members of the RCM Project Team had been appointed to the

various roles alleged in sub-paragraphs 29(e) and (f) herein in relation to Peter

Hicks, in sub-paragraphs 30(h) - (j) herein in relation to Robert Morris, in sub-

paragraphs 31(g) and (h) herein in relation to Charles Mott, in sub-paragraphs

32(d) and (e) in relation to Malcolm Coleman and in sub-paragraphs 33(d) and (e)

in relation to Duncan Olde;

(b) each had or, in the alternative, each had available to them the experience, skills

and knowledge (including, where applicable, knowledge of NSBT Traffic Forecast

Facts or, in the case of Malcolm Coleman, Coleman's NSBT Traffic Forecast

Facts) alleged in paragraphs 29 and 68 herein in relation to Peter Hicks, in

paragraphs 30 and 70 herein in relation to Robert Morris, in paragraphs 31 and

72 herein in relation to Charles Mott, in paragraphs 32 and 74 herein in relation to

Malcolm Coleman and in paragraph 33 herein in relation to Duncan Olde;

(c) each had or, in the alternative, each had available to them, RCM Project Team

Expertise;

(d) further and in the alternative to sub-paragraph (c) above, each knew or, in the

alternative, ought to have known:

(i) that the limited class comprising Potential RCM Stapled Unit Acquirers

reasonably would, or likely reasonably would, rely upon:

(A) the PDS in deciding whether to acquire RCM Stapled Units;

(B) persons who were involved in the preparation of, the PDS, to not

prepare a PDS which was defective within the meaning of section

1022A of the Corporations Act and, or in the alternative, which

was not prepared with reasonable care; and, or in the alternative

(C) persons on whose behalf the PDS was prepared, to not permit the

issue of a PDS which was defective within the meaning of section

1022A of the Corporations Act and, or in the alternative, which

was not prepared with reasonable care;

(ii) there was a not insignificant risk, and it was reasonably foreseeable that:

(A) any failure by the RCM Respondent Companies to act with the

skill, care and diligence that could reasonably be expected of a

specialist with the RCM Project Team Expertise or, in the


233

alternative, with due skill, care and diligence, or in the alternative,

with reasonable skill, care and diligence; and, or in the alternative

(B) any failure by Peter Hicks, in his capacity as the representative

and agent of the RCM Respondent Companies, to act with the

skill, care and diligence that could reasonably be expected of a

specialist with Hicks' Expertise or, in the alternative, with due skill,

care and diligence, or in the alternative, with reasonable skill, care

and diligence,

in connection with the preparation and issue of the PDS, would, or may,

have been likely to, cause material loss or damage to any Potential RCM

Stapled Unit Acquirer who proceeded to acquire RCM Stapled Units in

reliance upon the PDS or in the alternative, by reason of the existence of

the PDS, if and insofar as reliance is not a relevant pre-requisite to the

entitlement to recover such loss or damage (which is denied).

Particulars

1. As to sub-paragraph (c) above, the RCM Project Team Expertise

is to be imputed and, or in the alternative, attributed to the RCM

Respondent Companies by reason of the following facts, matters

and circumstances (each of which is alleged further and in the

alternative):

(a) each of the RCM Project Team Members acted for the

RCM Consortium in the RCM Representative Roles and in

their respective RCM Agency Roles;

(b) the granting of the RCM Authorities and Responsibilities;

(c) the reliance placed, or which it is to be inferred, by reason

of the facts, matters and circumstances alleged in sub-

paragraphs (a) and (b) above, was placed, by the RCM

Consortium upon the expertise, experience, skills,

knowledge and judgement of the RCM Project Team

Members;

(d) the duty of:

(i) the RCM Project Team Members as members of

the RCM Project Team; and, or in the alternative

(ii) Peter Hicks, Robert Morris, Charles Mott and

Malcolm Coleman in their respective RCM

Representative Roles and, in the alternative, in

their respective RCM Agency Roles,

to disclose to the RCM Consortium (in the case of Peter

Hicks, Robert Morris, Charles Mott and Malcolm Coleman)

and to the Sponsor Clients (in the case of Duncan Olde),

all material facts, information, knowledge, opinions, beliefs

and suspicions they had relating to, or arising from, the

NSBT Project, which duty:

(iii) arose in circumstances where the RCM

Consortium (in the case of Peter Hicks, Robert


234

Morris, Charles Mott and Malcolm Coleman) and

the Sponsor Clients (in the case of Duncan Olde)

were reliant on their respective specialist

knowledge, experience, abilities and judgement;


(iv) is to be inferred from the relevance and proximity of

information and knowledge concerning the NSBT

Project to their respective RCM Authorities and

Responsibilities and actions in connection with the

NSBT Project.







209. Further to paragraphs 206 - 208 herein, at all material times, in, and by reason of, the

circumstances alleged in paragraphs 206 - 208 herein, each of the RCM Respondent

Companies owed the limited class comprising Potential RCM Stapled Unit Acquirers,


reasonably be expected of a specialist with RCM Project Team Expertise or, in the



(a) in providing instructions to, supervising and obtaining relevant information from,

Mallesons in connection with the preparation of the PDS;

(b) in obtaining and providing instructions, directions and other inputs, feedback and



where the Sponsor Clients knew that AECOM Australia's Traffic Forecasts, the

May 2006 Traffic Report and AECOM Australia's Consented Material would be,

and were, prepared by AECOM Australia in reliance thereon;

(c) in co-ordinating and supervising, obtaining and providing instructions, directions



(i) the Forecasts;



(d) in conducting and, or in the alternative, overseeing the implementation of, an


(e) to warn Potential RCM Stapled Unit Acquirers if and insofar as it was unsafe to




(RCM Respondent Companies PDS Warning),


235

(hereafter these various duties are collectively referred to as the RCM Respondent

Companies PDS Duties of Care).

RCM Respondent Companies PDS Representations

210. Further and in the alternative to paragraphs 209 herein:

(a) by failing to provide any RCM Respondent Companies PDS Warning; and, or in

the alternative,


supporting and, or in the alternative, permitting the issue of, the PDS, directly or,

in the alternative, through their representative and agent Peter Hicks, in each

case without any RCM Respondent Companies PDS Warning,

each of the RCM Respondent Companies thereby represented to the limited class

comprising Potential RCM Stapled Unit Acquirers:

(c) that it had exercised the skill, care and diligence that could reasonably be

expected of a specialist with RCM Project Team Expertise or, in the alternative,

due skill, care and diligence, or in the alternative, reasonable skill, care and

diligence:


from, Mallesons in connection with the preparation of the PDS;




Statements;




(A) the Forecasts;


(C) Beca's PDS Summary Report; and, or in the alternative




(d) that no RCM Respondent Companies PDS Warning was required;

(RCM Respondent Companies PDS Representations).

RCM Respondent Companies PDS involvement, RCM Respondent Companies PDS

Breaches of Duty and RCM Respondent Companies PDS Misrepresentations





236



denied);






denied),


(e) if and insofar as:

(i) AECOM Australia did not have reasonable grounds for making the


preparing the Summary Letter and the Forecasts in whole or in part by

reason of the matters numbered 1 - 3, 5, 7, 9, 10, 18, 21, 23 - 25, 30, 33,

39, 41 - 46, 47(a) and (b), 48, 49, 51, 61, 63, 64 (c) and (d), 65, 67, 69 -

71, 73, 77, 74, 76 - 81, 83 - 112, 114, 115, 121 - 126, 128 and 129 in the

"Consolidated List of Complaints in respect of AECOM's traffic forecasts

and reports" dated 23 June 2014;

(ii) the Consented Mmaterial contained misleading or deceptive statements

as alleged in paragraph 27 of the SFASOC; and/or

(iii) there were omissions from the Consented Material as alleged in

paragraph 28 of the SFASOC, with the exception of the alleged omission

set out in sub-paragraph 28(aa)(iii) of the SFASOC,

(e) (together, the AECOM Australia's Alleged Wrongful Acts (RCM

Services) in the case of RCM Services and AECOM Australia's Alleged

Wrongful Acts (RCMML) in the case of RCMML), which is denied, then the

material facts facts or matters giving rise to AECOM Australia's Alleged Wrongful

ActsAECOM Australia's Alleged Wrongful Acts (RCM Services) and AECOM

Australia's Alleged Wrongful Acts (RCMML) (as the case may be) and which form




(i)(iv) relevant to whether the PDS was defective within the meaning of section



(ii)(v) which that each of the RCM Respondent Companies RCM Respondent

Companies respectively knew or, by reason of the RCM Project Team

Expertise, ought to have known;


Act and the Class Member will have suffered Class Member Corporations Act






237

(g) for the purposes of section 1022B(3)(b)(i) of the Corporations Act:

(i) RCM Services:

(A) was the person by whom the PDS was prepared;

(B) did not take reasonable steps to ensure that the PDS would not be

defective; and

(C) is a person from whom the Class Members are entitled to recover

their loss and damage pursuant to section 1022B(2) of the

Corporations Act; and

(ii) RCMML:

(A) was the person on whose behalf the PDS was prepared;

(B) did not take reasonable steps to ensure that the PDS would not be

defective; and

(C) is a person from whom the Class Members are entitled to recover

their loss and damage pursuant to section 1022B(2) of the

Corporations Act;

(h) in the alternative to sub-paragraph (g)(i) above, and further to sub-paragraph

(g)(ii) above, RCM Services:





defective; and



(i) further to sub-paragraph (g)(i) above, and in the alternative to sub-paragraph

(g)(ii) above, RCMML:





defective; and




(j) each of the RCM Respondent Companies failed to exercise the skill, care and

diligence that could reasonably be expected of a specialist with the RCM Project

Team Expertise or, in the alternative, with due skill, care and diligence, or in the

alternative, with reasonable skill, care and diligence:


from, Mallesons in connection with the preparation of the PDS;


238




Statements;




(A) the Forecasts;



(D) in conducting and, or in the alternative, overseeing the

implementation of, an appropriate due diligence process in

connection with the preparation of the PDS;

(k) each of the RCM Respondent Companies failed, in breach of the RCM

Respondent Companies PDS Duties of Care, to give a RCM Respondent

Companies PDS Warning as required; and, or in the alternative

(l) the RCM Respondent Companies PDS Representations were:


expected of a specialist with the RCM Project Team Expertise or, in the

alternative, due skill, care and diligence, or in the alternative, reasonable

skill, care and diligence in breach of the RCM Respondent Companies

PDS Duties of Care (RCM Respondent Companies PDS

Misrepresentations); and


(hereafter, the breaches of the RCM Respondent Companies PDS Duties of Care

alleged in sub-paragraphs (j) - (l) above are together referred to as the RCM

Respondent Companies PDS Breaches of Duty); and, or in the alternative,

(m) the RCM Respondent Companies PDS Breaches of Duty and, or in the

alternative, the RCM Respondent Companies PDS Misrepresentations materially

contributed to the Class Member Consequences; and, or in the alternative

(n) but for RCM Respondent Companies PDS Breaches of Duty and, or in the

alternative, the RCM Respondent Companies PDS Misrepresentations, none of

the Class Member Consequences would have occurred.

Particulars

1. AECOM Australia refers to and repeats paragraph 1 of the









239



is denied) then, by reason of the matters alleged in paragraphs 204 - 211 herein, each of

the RCM Respondent Companies are also liable to that Class Member for that Class

Member Corporations Act Loss and, or in the alternative, Class Member Negligence

Loss.






the responsibility of each of the RCM Respondent Companies for that Class Member

Corporations Act Loss and, or in the alternative, Class Member Negligence Loss.

AECOM Australia's Apportionment Defence - Beca

Applicants' Beca Allegations


(a) AECOM Australia's Consented Material contained misleading or deceptive

statements for the purposes of section 1021L(1)(b)(i) of the Corporations Act and

AECOM Australia refers to and repeats, for the purposes of this apportionment

defence only, paragraph 31 of the SFASOC;

(b) there were Omissions from AECOM Australia's Consented Material for the

purposes of section 1021L(1)(b)(ii) of the Corporations Act and AECOM Australia

refers to and repeats, for the purposes of this apportionment defence only,

paragraph 32 of the SFASOC; and

(c) AECOM Australia failed to act with reasonable care in preparing the Summary

Letter and AECOM Australia refers to and repeats, for the purposes of this

apportionment defence only, paragraph 45 of the SFASOC,

in each case because, relevantly to this apportionment defence in relation to Beca:

(d) the Forecasts were not made upon reasonable grounds and AECOM Australia


paragraph 26 of the SFASOC;

(e) AECOM Australia used a consistent set of "favourable" assumptions and inputs in

its NSBT traffic model and AECOM Australia refers to and repeats, for the

purposes of this apportionment defence only, paragraph 28(f) of the SFASOC;

(f) AECOM Australia's use of a consistent set of "favourable" assumptions and

inputs in its NSBT traffic model to generate the Forecasts, increased the risk that

the Forecasts were overly optimistic and AECOM Australia refers to and repeats,

for the purposes of this apportionment defence only, paragraph 28(g) of the

SFASOC;

(g) once daily traffic volumes on the NSBT reached 95,000 cars per day traffic

growth thereafter would be so limited as to require specific disclosure in the PDS

and AECOM Australia refers to and repeats, for the purposes of this

apportionment defence only, paragraph 28(i) of the SFASOC; and


240

(h) risks associated with the assumption that the NSBT would or could operate at full

capacity were so material as to require specific disclosure in the PDS and


defence only, paragraph 28(j) of the SFASOC.

Beca's PDS involvement


(a) Beca was retained by the Sponsor Clients, both on their own behalf and acting for

the yet-to-be registered RCM SPVs, as lead independent engineer to review, and

report upon, certain technical aspects of the proposed NSBT Project in

accordance with Beca's Engagement and AECOM Australia refers to and repeats

paragraph 26 herein and the particulars thereto;

(b) undertook Beca's Work, made Beca's NSBT Capacity Findings and summarised

Beca's NSBT Capacity Findings in Beca's PDS Summary Report which was

included in the PDS with Beca's consent pursuant to section 1013K of the

Corporations Act and AECOM Australia refers to and repeats paragraphs 60, 61

and 98 herein and the particulars thereto;

216. By reason of the matters alleged in paragraph 215(b) herein, Beca was a person who

was involved in the preparation of the PDS within the meaning of section 1022B(3)(b)(ii)

of the Corporations Act.

Beca's PDS Duties of Care


(a) Beca had Beca's Expertise;

(b) Beca knew or, in the alternative, ought to have known, and it was reasonably

foreseeable, that a limited class comprising Potential RCM Stapled Unit Acquirers

would, or were likely to, depend and, or in the alternative, rely, upon:

(i) Beca's PDS Summary Report in deciding whether to acquire RCM

Stapled Units; and, or in the alternative

(ii) persons involved in the preparation of the PDS to not prepare and, or in




(c) it was reasonable for the limited class comprising Potential RCM Stapled Unit


(d) there was a not insignificant risk, it was reasonably foreseeable, and Beca knew,

or ought to have known, that any failure by Beca to act with the skill, care and

diligence that could reasonably be expected of a specialist with Beca's Expertise

or, in the alternative, with due skill, care and diligence, or in the alternative, with

reasonable skill, care and diligence, in connection with the preparation and issue

of Beca's PDS Summary Report or, in the alternative, the PDS insofar as it

comprised Beca's PDS Summary Report, would, or may, have been likely to,

cause material loss or damage to any Potential RCM Stapled Unit Acquirer who



241

(i) in reliance upon Beca's PDS Summary Report or, in the alternative, the

PDS; or in the alternative

(ii) by reason of the existence of Beca's PDS Summary Report or, in the

alternative, the PDS, if and insofar as reliance is not a relevant pre-

requisite to the entitlement to recover such loss or damage (which is

denied).

218. Further and in the alternative to paragraph 216, and further to paragraph 217 herein, at

all material times, in, and by reason of, the circumstances alleged in paragraph 217

herein, Beca owed the limited class comprising Potential RCM Stapled Unit Acquirers,


reasonably be expected of a specialist with Beca's Expertise and knowledge or, in the



(a) in the performance of Beca's Work, in making Beca's NSBT Capacity Findings

and, or in the alternative, including a summary of Beca's NSBT Capacity Findings

in Beca's PDS Summary Report;

(b) to warn Potential RCM Stapled Unit Acquirers if and insofar as it was unsafe to

rely upon:

(i) Beca's Work or the summary of Beca's NSBT Capacity Findings

contained in Beca's PDS Summary Report in connection with the offer of

RCM Stapled Units pursuant to the PDS; and

(ii) the PDS if and insofar as it was defective within the meaning of section

1022A of the Corporations Act and, or in the alternative, could not be

safely relied upon by Potential RCM Stapled Unit Acquirers, by reason of

Beca's PDS Summary Report,

(together, Beca's PDS Warnings),

(hereafter these various duties are collectively referred to as Beca's PDS Duties of

Care).

Beca's PDS Representations

219. Further and in the alternative to paragraphs 216 - 218 herein, by:

(a) being involved in the preparation of the PDS as alleged in paragraph 218 herein,

without any Beca's PDS Warnings being given to the limited class comprising

Potential RCM Stapled Unit Acquirers; and, or in the alternative

(b) consenting to the inclusion of Beca's PDS Summary Report in the PDS, without

any Beca's PDS Warnings being given to the limited class comprising Potential

RCM Stapled Unit Acquirers,

Beca thereby represented to the limited class comprising Potential RCM Stapled Unit

Acquirers that:

(c) Beca had exercised the skill, care and diligence that could reasonably be

expected of a specialist with Beca's Expertise and knowledge or, in the

alternative, due skill, care and diligence or, in the alternative, reasonable skill,

care and diligence in undertaking Beca's Work, in making Beca's NSBT Capacity


242

Findings and, or in the alternative, in including a summary of Beca's NSBT

Capacity Findings in Beca's PDS Summary Report;

(d) Beca's Work, Beca's NSBT Capacity Findings and, or in the alternative, the

summary of Beca's NSBT Capacity Findings contained in Beca's PDS Summary

Report was, or were, the product of the application, by Beca, of:

(i) the skill, care and diligence that could reasonably be expected of a

specialist with Beca's Expertise and knowledge;

(ii) due skill, care and diligence; and, or in the alternative

(iii) reasonable skill, care and diligence; and, or in the alternative

(e) no Beca's PDS Warnings were required,

(Beca's PDS Representations).

Beca's PDS involvement and Beca's PDS Negligence



Wrongful Acts in whole or in part because:

(i) AECOM Australia made the NSBT Capacity Assumptions in the NSBT

traffic model without reasonable care and diligence (which is denied);

(ii) there were no reasonable grounds for the NSBT Capacity Assumptions

(which is denied);

(iii) the NSBT Capacity Assumptions were unreasonably favourable

assumptions (which is denied);

(iv) the NSBT Capacity Assumptions were unreasonably favourable

assumptions which unreasonably increased the risk that the Forecasts

would be overly optimistic and materially less reliable (which is denied);


(v) growth in traffic volumes in the NSBT would be so materially limited once

daily traffic volumes on the NSBT reached 95,000 cars per day traffic as

to require specific disclosure in the PDS (which is denied);



denied);



Acts in whole or in part by reason of any of the matters alleged in sub-paragraph

(a) above (which is denied); and



denied),



243

(e) the material facts or matters giving rise to AECOM Australia's Alleged Wrongful

Acts, insofar as they comprised or concerned the NSBT Capacity Assumptions,

were facts or information:

(i) relevant to whether the PDS was defective within the meaning of section



(ii) which Beca knew or, by reason of Beca's Work or, in the alternative,

ought to have known;


Act and that Class Member will have suffered Class Member Negligence Loss by

reason of their reliance upon the Beca's PDS Summary Report or, in the

alternative, by reason of the existence of the PDS if and insofar as reliance is not

a relevant pre-requisite to the entitlement to recover such loss or damage (which

is denied);

(g) Beca:





defective; and




(h) in breach of Beca's PDS Duties of Care, Beca's NSBT Capacity Findings and, or

in the alternative, the summary of Beca's NSBT Capacity Findings contained in

Beca's PDS Summary Report:

(i) was, or were, not undertaken, prepared or given (as the case may be), by

Beca with the skill, care and diligence that could reasonably be expected

of a specialist with Beca's Expertise and knowledge or, in the alternative,

due skill, care and diligence, or in the alternative, reasonable skill, care

and diligence; and, or in the alternative

(ii) could not safely be relied upon by any Potential RCM Stapled Unit

Acquirers in deciding whether to acquire RCM Stapled Units;

(i) Beca's PDS Representations were:

(i) made in breach of Beca's PDS Duties of Care; and

(ii) relied upon by the Class Members;

(j) in breach of Beca's PDS Duties of Care, Beca failed to give Beca's PDS

Warnings to the limited class comprising Potential RCM Stapled Unit Acquirers,

(hereafter, the breaches of Beca's PDS Duties of Care alleged in sub-paragraphs

(h) - (j) above are together referred to as Beca's PDS Negligence); and, or in the

alternative,


244

(k) Beca's PDS Summary Report contained misleading or deceptive statements for

the purposes of section 1021L(1)(b)(i) of the Corporations Act or, in the

alternative, an omission of information for the purposes of section 1021L(1)(b)(ii)

of the Corporations Act insofar as Beca's PDS Summary Report summarised, or

summarised the effect and consequences of, Beca's NSBT Capacity Findings or,

in the alternative, failed to state that the NSBT Capacity Assumptions were not

made upon reasonable grounds (Beca's Misleading Capacity Statements);

(l) Beca's Misleading Capacity Statements were materially adverse from the point of

view of a reasonable person considering whether to acquire RCM Stapled Units

for the purposes of section 1021L(1)(c) of the Corporations Act and, or in the

alternative

(m) Beca's Misleading Capacity Statements and, or in the alternative, Beca's PDS

Negligence, caused, or in the alternative, materially contributed to the Class

Member Consequences; and, or in the alternative

(n) but for Beca's Misleading Capacity Statements and, or in the alternative, Beca's

PDS Negligence, none of the Class Member Consequences would have

occurred.



is denied) then, by reason of the matters alleged in paragraphs 214 - 220 herein, Beca is

also liable to that Class Member for that Class Member Corporations Act Loss and, or in

the alternative, Class Member Negligence Loss.






Beca's responsibility for that Class Member Corporations Act Loss and, or in the


AECOM Australia's Apportionment Defence - Mallesons

Applicants' Mallesons Allegations


(a) AECOM Australia's Consented Material contained misleading or deceptive

statements for the purposes of section 1021L(1)(b)(i) of the Corporations Act and


defence only, paragraph 31 of the SFASOC;

(b) there were Omissions from AECOM Australia's Consented Material for the

purposes of section 1021L(1)(b)(ii) of the Corporations Act and AECOM Australia


paragraph 32 of the SFASOC; and

(c) AECOM Australia failed to act with reasonable care in preparing the Summary

Letter and AECOM Australia refers to and repeats, for the purposes of this

apportionment defence only, paragraph 45 of the SFASOC,

in each case because, relevantly to this apportionment defence in relation to Mallesons,

AECOM Australia's Consented Material did not contain:


245

(d) any disclosure of the risks associated with the use of AM Peak modelling only

and AECOM Australia refers to and repeats, for the purposes of this

apportionment defence only, paragraph 28(a) of the SFASOC;

(e) required disclosures in relation to AECOM Australia's Earlier EIS Forecasts and


defence only, paragraph 28(c) and (d) of the SFASOC;

(f) any reference to the failure of recently opened Australian toll roads to meet

forecast traffic numbers and AECOM Australia refers to and repeats, for the

purposes of this apportionment defence only, paragraph 28(e) of the SFASOC;

(g) any disclosure that the Forecasts were prepared as part of a competitive bid to

win the NSBT Concession and AECOM Australia refers to and repeats, for the

purposes of this apportionment defence only, paragraph 28(m) of the SFASOC;

(h) any disclosure of AECOM Australia's Retainer Discount and AECOM Australia


paragraph 28(n) of the SFASOC; and

(i) any disclosure of the matters alleged to be omissions in paragraph 28(na) of the

SFASOC and AECOM Australia refers to and repeats, for the purposes of this

apportionment defence only, paragraph 28(na) of the SFASOC,

(together, the Alleged Mallesons Omissions).

Mallesons' PDS involvement


(a) Mallesons was engaged as the legal advisors to the RCM Consortium to provide

legal advice on all issues pertaining to the NSBT Project in accordance with

Mallesons' Engagement and AECOM Australia refers to and repeats paragraph

28 herein and the particulars thereto;

(b) undertook Mallesons' RCM IPO Actions and AECOM Australia refers to and

repeats paragraphs 81 and 83 herein and the particulars thereto;

(c) provided legal advice to RCM Consortium or, in the alternative, RCMML and

RCM Services and to the DDC and the TDDSC in respect of the subject matters

of the Alleged Mallesons Omissions and how, if at all, those matters were to be

disclosed in the PDS and otherwise in connection with the offer of RCM Stapled

Units pursuant to the PDS and AECOM Australia refers to and repeats sub-

paragraphs 81(a), (c) - (e), 82 - 84, 86 and 87 herein and the particulars thereto;

and

(d) by no later than 13 June 2006 knew, or ought to have known, Mallesons' Traffic

Forecast Facts and AECOM Australia refers to and repeats paragraph 100 herein

and the particulars thereto.

225. By reason of the matters alleged in paragraph 224 herein, Mallesons was a person who

was involved in the preparation of the PDS within the meaning of section 1022B(3)(b)(ii)

of the Corporations Act.

Mallesons' PDS Duties of Care



246

(a) Mallesons had Mallesons' Expertise;

(b) the PDS, with Mallesons' approval or, in the alternative, to Mallesons' knowledge

and with Mallesons' acquiescence, stated, in section 10.11 thereof, and it was the

case, that Mallesons had advised both the "RiverCity Motorway Group", and

RCMML, in connection with the offer of RCM Stapled Units pursuant to the PDS;

(c) Mallesons knew or, in the alternative, ought to have known, and it was reasonably

foreseeable, that a limited class comprising Potential RCM Stapled Unit Acquirers

would, or were likely to, depend and, or in the alternative, rely, upon:

(i) Mallesons' RCM IPO Actions or, in the alternative, Mallesons' PDS

Preparation or, in the alternative, the fact that Mallesons had advised both

the "RiverCity Motorway Group", and RCMML, in connection with the offer

of RCM Stapled Units pursuant to the PDS, in deciding whether to acquire

RCM Stapled Units;

(ii) the PDS in deciding whether to acquire RCM Stapled Units; and, or in the

alternative

(iii) persons involved in the preparation of the PDS to not prepare and, or in




(d) it was reasonable for the limited class comprising Potential RCM Stapled Unit


(e) there was a not insignificant risk, it was reasonably foreseeable, and Mallesons

knew, or ought to have known, that:


Preparation and, or in the alternative, Mallesons' advice in connection with

the offer of RCM Stapled Units pursuant to the PDS, would, or in the

alternative, may have been likely to, cause loss or damage to a limited

class comprising Potential RCM Stapled Unit Acquirers who acquired

RCM Stapled Units if not undertaken with the skill, care and diligence that

could reasonably be expected of a specialist with Mallesons' Expertise

and knowledge or, in the alternative, with due skill, care and diligence, or

in the alternative, with reasonable skill, care and diligence; and, or in the

alternative

(ii) any failure by Mallesons to act with the skill, care and diligence that could

reasonably be expected of a specialist with Mallesons' Expertise or, in the

alternative, with due skill, care and diligence, or in the alternative, with

reasonable skill, care and diligence, in connection with the preparation

and issue of the PDS, would, or may, have been likely to, cause material

loss or damage to any Potential RCM Stapled Unit Acquirer who


(A) in reliance upon the PDS; or in the alternative

(B) by reason of the existence of the PDS, if and insofar as reliance is

not a relevant pre-requisite to the entitlement to recover such loss

or damage (which is denied).


247

227. Further and in the alternative to paragraph 225, and further to paragraph 226 herein, at

all material times, in, and by reason of, the circumstances alleged in paragraph 226

herein, Mallesons owed the limited class comprising Potential RCM Stapled Unit

Acquirers, under the general law, a duty to exercise the skill, care and diligence that

could reasonably be expected of a specialist with Mallesons' Expertise and knowledge or,

in the alternative, due skill, care and diligence, or in the alternative, reasonable skill, care

and diligence (which duties are alleged further, and in the alternative, to each other):

(a) in the performance of Mallesons' RCM IPO Actions or, in the alternative,

Mallesons' PDS Preparation and, or in the alternative, in providing advice in

connection with the offer of RCM Stapled Units pursuant to the PDS;

(b) to warn Potential RCM Stapled Unit Acquirers if and insofar as it was unsafe to

rely upon:


Preparation and, or in the alternative, advice provided by Mallesons in

connection with the offer of RCM Stapled Units pursuant to the PDS;

(ii) the PDS if and insofar as it was defective within the meaning of section

1022A of the Corporations Act, was not prepared with reasonable care

and, or in the alternative, could not be safely relied upon by Potential

RCM Stapled Unit Acquirers, by reason of Mallesons' RCM IPO Actions

or, in the alternative, Mallesons' PDS Preparation and, or in the

alternative, Mallesons' advice in connection with the offer of RCM Stapled

Units pursuant to the PDS,

(together, Mallesons' PDS Warnings),

(hereafter these various duties are collectively referred to as Mallesons' PDS Duties of

Care).

Mallesons' PDS Representations

228. Further and in the alternative to paragraphs 225 - 227 herein, by:

(a) being involved in the preparation of the PDS as alleged in paragraph 225 herein,

without any Mallesons' PDS Warnings being given to the limited class comprising

Potential RCM Stapled Unit Acquirers;

(b) undertaking Mallesons' RCM IPO Actions or, in the alternative, Mallesons' PDS

Preparation and, or in the alternative, providing advice in connection with the offer

of RCM Stapled Units pursuant to the PDS, without any Mallesons' PDS

Warnings being given to the limited class comprising Potential RCM Stapled Unit

Acquirers;

(c) agreeing to the inclusion, in the PDS, of content drafted by Mallesons in the

course of Mallesons' PDS Preparation, without any Mallesons' PDS Warnings

being given to the limited class comprising Potential RCM Stapled Unit Acquirers;


(d) agreeing to, or acquiescing in, the issue of the PDS which named Mallesons as

having advised in connection with the offer of RCM Stapled Units pursuant to the

PDS, without any Mallesons' PDS Warnings being given to the limited class

comprising Potential RCM Stapled Unit Acquirers,


248

Mallesons thereby represented to the limited class comprising Potential RCM Stapled

Unit Acquirers that:

(e) Mallesons had exercised the skill, care and diligence that could reasonably be

expected of a specialist with Mallesons' Expertise and knowledge or, in the

alternative, due skill, care and diligence or, in the alternative, reasonable skill,

care and diligence in undertaking Mallesons' RCM IPO Actions or, in the

alternative, Mallesons' PDS Preparation and, or in the alternative, in providing

advice in connection with the offer of RCM Stapled Units pursuant to the PDS;

(f) Mallesons' RCM IPO Actions or, in the alternative, Mallesons' PDS Preparation

and, or in the alternative, advice provided in connection with the offer of RCM

Stapled Units pursuant to the PDS was, or were, the product of the application, by

Mallesons, of:

(i) the skill, care and diligence that could reasonably be expected of a

specialist with Mallesons' Expertise and knowledge;

(ii) due skill, care and diligence; and, or in the alternative

(iii) reasonable skill, care and diligence; and, or in the alternative

(g) no Mallesons' PDS Warnings were required,

(Mallesons' PDS Representations).

Mallesons' PDS involvement and Mallesons' PDS Negligence



Wrongful Acts in whole or in part because AECOM Australia's Consented Material

or, in the alternative, the PDS, did not contain the Alleged Mallesons Omissions

(which is denied);



denied);



Acts in whole or in part because AECOM Australia's Consented Material or, in the

alternative, the PDS, did not contain the Alleged Mallesons Omissions (which is

denied); and



denied),


(e) the material facts or matters giving rise to AECOM Australia's Alleged Wrongful

Acts insofar as they comprised or concerned Alleged Mallesons Omissions were

facts or information:

(i) relevant to whether the PDS was defective within the meaning of section




249

(ii) which Mallesons knew or, by reason of Mallesons' RCM IPO Actions or, in

the alternative, Mallesons' PDS Preparation and, or in the alternative,

providing advice in connection with the offer of RCM Stapled Units

pursuant to the PDS, and, or in the alternative, their knowledge of the

Mallesons' Traffic Forecast Facts, ought to have known;


Act and that Class Member will have suffered Class Member Corporations Act





(g) Mallesons:





defective; and




(h) in breach of Mallesons' PDS Duties of Care:


Preparation and, or in the alternative, advice provided in connection with

the offer of RCM Stapled Units pursuant to the PDS:

(A) was, or were, not undertaken, prepared or given (as the case may

be), by Mallesons, with the skill, care and diligence that could

reasonably be expected of a specialist with Mallesons' Expertise

and knowledge or, in the alternative, due skill, care and diligence,

or in the alternative, reasonable skill, care and diligence; and, or in

the alternative

(B) could not safely be relied upon by any Potential RCM Stapled Unit

Acquirers in deciding whether to acquire RCM Stapled Units;

(i) Mallesons' PDS Representations were:

(i) made in breach of Mallesons' PDS Duties of Care; and

(ii) relied upon by the Class Members;

(j) in breach of Mallesons' PDS Duties of Care, Mallesons failed to give Mallesons'

PDS Warnings to the limited class comprising Potential RCM Stapled Unit

Acquirers,

(hereafter, the breaches of Mallesons' PDS Duties of Care alleged in sub-

paragraphs (h) - (j) above are together referred to as Mallesons' PDS

Negligence); and, or in the alternative,

(k) Mallesons' PDS Negligence, caused, or in the alternative, materially contributed

to the Class Member Consequences; and, or in the alternative


250

(l) but for Mallesons' PDS Negligence, none of the Class Member Consequences

would have occurred.



is denied) then, by reason of the matters alleged in paragraphs 223 - 229 herein,

Mallesons is also liable to that Class Member for that Class Member Corporations Act

Loss and, or in the alternative, Class Member Negligence Loss.






Mallesons' responsibility for that Class Member Corporations Act Loss and, or in the



251

Date: 11 July 2014 20 April 2016

Signed by Mark Desmond Chapple

Lawyer for the Respondent

This pleading was prepared by Dr Andrew Bell SC, Elliot Hyde of Counsel, Dr Ruth Higgins of

Counsel and Mark Chapple and Jayme-Lyn Hendriks of Baker & McKenzie.

Certificate of lawyer

I Mark Desmond Chapple certify to the Court that, in relation to the defence filed on behalf of the

Respondent, the factual and legal material available to me at present provides a proper basis for:

(a) each allegation in the pleading; and

(b) each denial in the pleading; and

(c) each non admission in the pleading.

Date: 11 July 2014 20 April 2016

Signed by Mark Desmond Chapple

Lawyer for the Respondent