Brookfield Asset Management Inc. ("Brookfield")
(TSX:BAM.A)(NYSE:BAM)(EURONEXT:BAMA) today announced that it will
distribute to the holders of its Class A and B limited voting
shares an interest in its commercial property operations through a
special dividend of units of a newly created company named
Brookfield Property Partners L.P. ("BPY"). BPY has received
conditional approval to list its units on The New York Stock
Exchange (the "NYSE") and the Toronto Stock Exchange (the
"TSX").
Brookfield will effect the distribution by way of a special
dividend of units of BPY, payable on April 15, 2013 to shareholders
of record as of March 26, 2013. On the distribution date, each
shareholder will receive one BPY unit for approximately every 17.42
shares of Brookfield (that is, 0.0574 BPY units for each Brookfield
share). The dividend is currently estimated to be valued at
approximately $1.45 per Brookfield Class A or B share, or
approximately $900 million in the aggregate, based on December 31,
2012 International Financial Reporting Standards values.
Shareholders will receive a cash payment in lieu of any
fractional interests in the BPY units. Brookfield will use the
volume-weighted average of the trading price of the BPY units for
the five trading days immediately following the spin-off to
determine the value of the BPY units for the purpose of calculating
the cash payable in lieu of any fractional interests.
Immediately following the distribution, BPY will effectively be
owned approximately 7.5% by the shareholders of Brookfield and
approximately 92.5% by Brookfield assuming the exchange of
Brookfield's redeemable partnership units which it holds in an
affiliate of BPY.
BPY will be Brookfield's flagship commercial property company
and the primary entity through which Brookfield will carry on its
commercial property operations on a global basis. BPY's goal is to
be the leading global investor in best in class commercial property
assets.
BPY will own substantially all of Brookfield's commercial
property operations, including its office, retail, multi-family and
industrial assets. BPY's portfolio will include interests in over
300 office and retail properties encompassing more than 250 million
square feet. In addition, BPY will have interests in approximately
12,200 multi-family units, 7 million square feet of industrial
space and an 18 million square foot office development
pipeline.
BPY's distribution policy is to target an initial pay-out ratio
of approximately 80% of its funds from operations and is initially
pursuing a distribution growth rate in the range of 3% to 5%
annually. It is expected that BPY's distribution will be paid
quarterly starting on June 28, 2013 and is anticipated to be $1.00
per unit annually (or $0.25 per unit on a quarterly basis), subject
to board approval, with the first quarterly distribution pro-rated
for the period between April 15, 2013 and the record date for the
distribution.
"Brookfield Property Partners will be one of the world's largest
publicly-traded property companies, well-positioned for those
seeking to invest in diversified high-quality real estate on a
global scale," stated Ric Clark, Senior Managing Partner of
Brookfield and Chief Executive Officer of Brookfield's global
property group. "Brookfield's long history of owning, operating,
and developing properties across multiple geographies provides BPY
with a strong pipeline of deal flow, market and asset-specific
underwriting expertise, and the ability to add value at the asset
level."
"This distribution is the next stage of our alternative asset
management strategy and creates one of the largest global property
companies, with the size and scale needed to compete for the
largest transactions in the world," stated Bruce Flatt, Chief
Executive Officer of Brookfield. "We intend to use this entity to
build our commercial property businesses into an even stronger
franchise globally, as we have done with Brookfield Infrastructure
Partners and Brookfield Renewable Energy Partners."
Brookfield Property Partners represents the third pillar of the
strategy to consolidate Brookfield's major business units into
public market affiliates with appeal to investors looking for both
solid income and steady growth. Brookfield Infrastructure Partners
was spun out to Brookfield shareholders in 2008 as a special
dividend and has produced an annual total return of approximately
35% over the past three years. Brookfield Renewable Energy Partners
was created in 2011 and has produced an annual total return of
approximately 25%.
Further details regarding the operations of Brookfield Property
Partners are set forth in regulatory filings. A copy of the filings
may be obtained through the website of the SEC at www.sec.gov and
on BPY's SEDAR profile at www.sedar.com.
Further information regarding "when-issued" and "due bill"
trading
The NYSE and the TSX have determined to implement "due bill"
trading for the distribution.
Brookfield expects units of BPY and shares of Brookfield
ex-distribution (without the rights to receive BPY units in the
spin-off) to begin trading on a "when-issued" basis on March 22,
2013 on the NYSE under the symbols "BPY WI" and "BAM WI,"
respectively, and on the TSX under the symbols "BPY.UN" and
"BAM.W", respectively. Brookfield will continue to trade
"regular-way" on the NYSE and the TSX under the symbols "BAM" and
"BAM.A", respectively. Any holders of "BAM" or "BAM.A" shares who
sell their shares "regular-way" from March 22, 2013 until April 12,
2013 (when ex-distribution trading terminates) will also sell their
entitlement to the units of BPY that will be distributed in the
spin-off.
BPY is expected to begin "regular-way" trading on the NYSE and
the TSX on April 15, 2013, under the symbols "BPY" and "BPY.UN"
respectively.
Brookfield Asset Management Inc. is a global alternative asset
manager with over $175 billion in assets under management. The
company has over a 100-year history of owning and operating assets
with a focus on property, renewable power, infrastructure and
private equity. Brookfield has a range of public and private
investment products and services, which leverage its expertise and
experience and provide it with a competitive advantage in the
markets where it operates. Brookfield is co-listed on the New York
and Toronto stock exchanges under the symbol BAM and BAM.A,
respectively, and on NYSE Euronext under the symbol BAMA. For more
information, please visit our website at www.brookfield.com.
For more information, please visit our web site at
www.brookfield.com.
Note: This news release contains forward-looking information
within the meaning of Canadian provincial securities laws and
"forward-looking statements" within the meaning of Section 27A of
the U.S. Securities Act of 1933, as amended, Section 21E of the
U.S. Securities Exchange Act of 1934, as amended, "safe harbour"
provisions of the United States Private Securities Litigation
Reform Act of 1995 and in any applicable Canadian securities
regulations. The words "continue," "expect," "intend," "believe,"
derivations thereof and other expressions, including conditional
verbs such as "may," "will," "could," "would," and "should," are
predictions of or indicate future events, trends or prospects or
identify forward-looking statements. Forward-looking statements in
this news release include statements with respect to: the launch of
Brookfield Property Partners L.P. and our expectations for this
entity; the anticipated benefits of the spin-off; and other
statements with respect to our beliefs, outlooks, plans,
expectations and intentions. Although Brookfield Asset Management
believes that BPY's anticipated future results, performance or
achievements expressed or implied by the forward-looking statements
and information are based upon reasonable assumptions and
expectations, the reader should not place undue reliance on
forward-looking statements and information as such statements and
information involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of the company to differ materially from anticipated
future results, performance or achievement expressed or implied by
such forward-looking statements and information.
Factors that could cause actual results to differ materially
from those contemplated or implied by forward-looking statements
include: economic and financial conditions in the countries in
which we do business; the behaviour of financial markets, including
fluctuations in interest and exchange rates; availability of equity
and debt financing; strategic actions including dispositions; the
ability to complete and effectively integrate acquisitions into
existing operations and the ability to attain expected benefits;
regulatory and political factors within the countries in which the
company operates; availability of new tenants to fill property
vacancies; tenant bankruptcies; acts of God, such as earthquakes
and hurricanes; the possible impact of international conflicts and
other developments including terrorist acts; changes in accounting
policies to be adopted under IFRS; and other risks and factors
detailed from time to time in BPY's Form 20-F filed with the
Securities and Exchange Commission as well as other documents filed
by BPY with the securities regulators in Canada and the United
States.
We caution that the foregoing factors that may affect future
results are not exhaustive. When relying on our forward-looking
statements to make decisions with respect to Brookfield Asset
Management, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events.
Except as required by law, the company undertakes no obligation to
publicly update or revise any forward-looking statements or
information, whether written or oral, as a result of new
information, future events or otherwise.
Contacts: Media: Brookfield Asset Management Inc. Andrew Willis
SVP, Communications & Media (416) 369-8236 (416) 363-2856
(FAX)andrew.willis@brookfield.com Investors: Brookfield Asset
Management Inc. Katherine Vyse SVP, Investor Relations (416)
369-8246 (416) 363-2856 (FAX)katherine.vyse@brookfield.com
www.brookfield.com
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