Declaration
Prospectus – online access notice and declaration
NOTICE: ONLINE ACCESS TO DOCUMENT
By accessing the electronic Prospectus, you agree to and acknowledge reading these terms (Notice). If you would like us to send you a copy of the Prospectus and an Application Form, please contact the information line by telephone on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) during the period in which the offer for Notes remains open and a copy will be sent to you free of charge.
Capitalised terms and abbreviations used in this Notice and the electronic Prospectus, unless specified otherwise, have the meanings given in the glossary of the Prospectus at Section 14.
The Prospectus may not be forwarded, distributed or sent, directly or indirectly, in whole or in part, to any person outside Australia.
- Prospectus
Stonepeak-Plus Infra Debt Limited (ACN 692 150 253) (Issuer) lodged a replacement prospectus (Prospectus) dated 19 November 2025 (Prospectus Date) with the Australian Securities and Investments Commission (ASIC) for the issue of between 2,000,000 and 3,000,000 unsecured, deferrable, redeemable, floating rate notes (the Stonepeak-Plus INFRA1 Notes or the Notes) by the Issuer under the Prospectus (Offer).
The electronic copy of the Prospectus available on this website is a substantially faithful copy of the paper copy lodged with ASIC. The Prospectus contains details required by investors for the Offer.
- Important information
This Notice does not form part of the Prospectus. You must read it before you attempt to access the electronic version of the Prospectus on this website and indicate your agreement or otherwise at the bottom of this Notice.
The Prospectus is an important document that should be read in its entirety. Potential investors should read the entire Prospectus and, in particular, in considering the prospects for the Issuer, investors should consider the risk factors that could affect the performance of the Issuer or the Notes, which are more fully detailed in Section 7 of the Prospectus. Potential investors should carefully consider these factors in light of their personal circumstances (including financial and taxation issues) and seek professional advice from a licensed investment adviser.
Neither ASIC nor the Australian Securities Exchange Limited (ASX) take any responsibility for the contents of the Prospectus or the investment to which it relates.
The Notes are not “simple corporate bonds” and do not comply with the requirements for simple corporate bonds under the Corporations Act.
Cooling off rights do not apply to an investment in Notes offered under this Prospectus. This means that, in most circumstances, you cannot withdraw your Application.
Before applying for Notes, you should be satisfied that you have a sufficient understanding of the risks involved in making an investment in the Notes and should consider whether the Notes are a suitable investment for You. Notes are not guaranteed by the Issuer or any other member of the Stonepeak Group or any other person.
- About the Investment Manager
The assets of the Issuer are managed by Stonepeak-Plus Infra Debt Management Pty Ltd (ACN 691 462 067) (the Investment Manager) (authorised representative no. 001262369).
- Persons to whom the offer is available
- Geographic access of the Prospectus
The electronic Prospectus on this website must only be accessed from within Australia. The Prospectus may not be downloaded or printed by any other person.
The Notes are not being extended, and the Notes will not be issued, to applicants with a registered address which is outside Australia.
The electronic Prospectus does not constitute an offer or invitation in any jurisdiction, or to any person, where it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify this Prospectus, the Notes or the Offer, or to otherwise permit a public offering of Notes, in any jurisdiction outside Australia.
The distribution of the electronic Prospectus in any jurisdiction outside Australia may be restricted by law and persons who come into possession of this Prospectus outside these countries should observe any such restrictions. Any failure to comply with such restrictions could constitute a violation of applicable securities laws. No action has been taken to register or qualify the Prospectus, the Notes or the offer in any jurisdiction outside Australia. In particular, this Prospectus may not be distributed in the United States. The Notes have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction of the United States. The Notes may not be offered or sold, directly or indirectly, in the United States unless the Notes are registered under the US Securities Act or are offered and sold in transactions exempt from, or not subject to the registration requirements of the US Securities Act and any applicable US state securities laws.
The Corporations Act imposes obligations on the Issuer to determine an appropriate Target Market for the Offer. The Issuer has issued a Target Market Determination with respect to the Notes which is available at www.stonepeakplus.com.au/INFRA-1/TMD.pdf.
If you are a Retail Investor and wish to participate in the Offer you can only do so through the Broker Firm Offer. You must seek professional advice as to whether you are within the Target Market of the Notes set out in the Target Market Determination and if an investment in the Notes is suitable for you in light of your particular investment objectives, financial situation and needs.
You can only apply for the Notes if you are within the Target Market of the Notes and you have received personal advice from a qualified financial adviser. If you wish to apply for the Notes, you must contact a Broker.
- Application for Notes
Cornerstone Investors have received an invitation setting out how they can participate in the Cornerstone Offer. Cornerstone Investors are required to indicate their interest in the Cornerstone Offer by executing a binding pre-commitment letter prior to the close of the Cornerstone Offer.
Applications for the Notes under the Broker firm Offer may only be made on either a printed copy of the Application Form accompanying this Prospectus or via the electronic Application Form that you have received from your Broker, in accordance with the directions specified in the Prospectus.
The Corporations Act prohibits any person from distributing to any other person an Application Form unless it is attached to a paper copy of the Prospectus or accompanies a complete and unaltered version of the electronic Prospectus. The Issuer is entitled to refuse Applications for Notes under this Prospectus if it believes that the Applicant did not receive the Offer in Australia.
- Questions
If you have any questions about this Notice, the Prospectus or how to apply for Notes, you should seek professional guidance from your financial or other licensed professional adviser.
Alternatively, please contact the Issuer’s Offer Information Line on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) between 8:30am and 5:30pm (Sydney time) Monday to Friday during the Offer Period.
- Acknowledgement
The information on this website is provided for informational purposes only and subject to change without notice.
Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice, nor is it to be relied on in making an investment in Notes. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.
Subject to the terms contained in this Notice, an electronic copy of the Prospectus may be viewed or downloaded. You should ensure that any copy you view or print is complete.
I confirm that:
- I have read and understood this Notice and agree to the terms and conditions above; and
- I am a resident of Australia.
