Noteholders of Brookfield Renewable Power Inc. Approve Extraordinary Resolution
25 Oktober 2011 - 10:10PM
Marketwired
Brookfield Asset Management Inc. (TSX:BAM.A), Brookfield Renewable
Power Inc., Brookfield Renewable Power Fund (TSX:BRC.UN) and
Brookfield Renewable Power Preferred Equity (TSX:BRF.PR.A)
Brookfield Renewable Power Inc. ("Brookfield Power") announced
today that noteholders ("Noteholders") of its 5.25% Medium Term
Notes, Series 3, 5.84% Medium Term Notes, Series 4, 6.132% Medium
Term Notes, Series 6 and 5.14% Medium Term Notes, Series 7
(collectively, the "Notes") have approved an extraordinary
resolution (the "Extraordinary Resolution") in connection with the
strategic combination (the "Combination") of all of Brookfield
Power's assets located in Canada, the United States and Brazil with
the renewable power assets of Brookfield Renewable Power Fund (the
"Fund") to create Brookfield Renewable Energy Partners L.P.
("BREP").
As described in the Information Circular of Brookfield Power
dated September 28, 2011 (the "Information Circular"), subject to
the satisfaction of certain conditions, including the approval by
the unitholders of the Fund and the approval by the Ontario
Superior Court of Justice, the Combination will be implemented by
way of a plan of arrangement under the Business Corporations Act
(Ontario).
Provided that all approvals and conditions precedent for the
completion of the plan of arrangement are satisfied or waived, and
the steps described in the arrangement for the transfer of
Brookfield Power's renewable power assets to BREP and its related
entities are completed, the Extraordinary Resolution that
Noteholders approved earlier today authorized:
-- the assumption and substitution of BRP Finance ULC, a newly formed,
single purpose subsidiary of BREP, as the issuer of the Notes;
-- the acceptance of guarantees from BREP and each of Brookfield Renewable
Energy L.P., Brookfield BRP Holdings (Canada) Inc. and BRP Bermuda
Holdings I Limited, the key holding subsidiaries of BREP;
-- the release and discharge of all obligations of Brookfield Power under
and in respect of the Notes and the trust indenture governing the Notes;
and
-- the execution and delivery of a supplemental trust indenture, an amended
and restated trust indenture and such other documents as may be
necessary to give effect to the Extraordinary Resolution and the matters
described in the Information Circular.
The Extraordinary Resolution required a favourable vote of not
less than 66 2/3% of the aggregate principal amount of the Notes
represented and voted at the special meeting of noteholders. Based
on the voting results, 99.96% of the aggregate principal amount of
the Notes represented and voted by voting Noteholders were voted in
favour of the Extraordinary Resolution. The matters approved by
Noteholders earlier today are expected to be implemented in the
fourth quarter of 2011.
A copy of the Information Circular is available under Brookfield
Power's issuer profile on the System for Electronic Document
Analysis and Retrieval (SEDAR) at www.sedar.com and on Brookfield
Power's website at www.brookfieldpower.com.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements and
information within the meaning of the Canadian securities laws.
Forward-looking statements may include estimates, plans,
expectations, opinions, forecasts, projections, guidance or other
statements that are not statements of fact. Forward-looking
statements in this news release include statements regarding the
matters contemplated by the Extraordinary Resolution, the creation
of BREP and the approval, successful completion and timing of the
implementation of the plan of arrangement. Forward-looking
statements can be identified by the use of words such as "will",
"expected", "intend", "continue", and targets, or variations of
such words and phrases. Although Brookfield Power believes that
such forward-looking statements and information are based upon
reasonable assumptions and expectations, it can give no assurance
that such expectations will prove to have been correct. The reader
should not place undue reliance on forward-looking statements and
information.
Factors that could cause actual results to differ materially
from those contemplated or implied by forward-looking statements
include, but are not limited to, the risk that the conditions
precedent to the implementation of the matters contemplated by the
Extraordinary Resolution are not met, and the approvals to be
obtained are not met or obtained. Brookfield Power cautions that
the foregoing important factors that may affect future results is
not exhaustive. Except as required by law, Brookfield Power does
not undertake any obligation to publicly update or revise any
forward-looking statements or information, whether written or oral,
that may be as a result of new information, future events or
otherwise.
About Brookfield Renewable Power Inc.
Brookfield Renewable Power Inc., wholly-owned by Brookfield
Asset Management Inc., has more than 100 years of experience as an
owner, operator and developer of hydroelectric power facilities.
Its total portfolio includes more than 170 generating facilities
with approximately 4,400 megawatts of capacity. It also has a
significant hydroelectric and wind project pipeline. Brookfield
Power's operations are primarily located in North America and
Brazil. For more information, please visit Brookfield Power's
website at www.brookfieldpower.com.
Contacts: Investors: Brookfield Renewable Power Zev Korman,
Director, Investor Relations and Communications (416)
359-1955zev.korman@brookfield.comwww.brookfieldpower.com
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