Brookfield Asset Management Inc. ("Brookfield")
(TSX:BAM.A)(NYSE:BAM)(EURONEXT:BAMA) today announced the completion
of the spin-off of Brookfield Property Partners L.P. ("BPY")
(TSX:BPY.UN)(NYSE:BPY), a newly-created company which owns
substantially all of Brookfield's commercial property assets.
The spin-off was effected by way of a special dividend of units
of BPY to holders of Brookfield's Class A and B limited voting
shares (the "Shares") as of the record date, March 26, 2013. Each
holder of Shares received one BPY unit for approximately every
17.42 Shares (that is, approximately 0.0574 BPY units for each
Share). Shareholders of Brookfield now own 35,839,414 BPY units, or
7.56% of BPY, and Brookfield owns the remaining 92.44% of BPY
(assuming the exchange of all of Brookfield's redeemable
partnership units, which it holds in an affiliate of BPY, for BPY
units). The BPY units commenced regular-way trading on the Toronto
Stock Exchange and the New York Stock Exchange this morning under
the symbols "BPY.UN" and "BPY" respectively.
"Brookfield Property Partners public listing opens an exciting
new chapter in the growth of a leading global commercial property
company, with the scale and expertise needed to deliver superior
long term performance," said Ric Clark, chief executive officer at
Brookfield Property Partners and Senior Managing Partner and head
of the global property group at Brookfield Asset Management.
"This final step in the launch of Brookfield Property Partners
significantly furthers our asset management strategy, providing
investors with access to our real asset platforms through three
flagship listed entities which deliver income, growth and a
portfolio of strongly performing private equity funds," commented
Bruce Flatt, Chief Executive Officer of Brookfield. "BPY joins our
two other high dividend yield and growth entities, Brookfield
Infrastructure Partners and Brookfield Renewable Energy Partners,
which since their inceptions, have delivered annual compound
returns in excess of 15%."
Brookfield 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 regular-way 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.
Payment of this cash amount will be made by check and mailed on or
about April 24, 2013.
Prior to completion of the spin-off, BPY acquired from
Brookfield substantially all of its commercial property operations,
including its office, retail, multi-family and industrial assets,
including approximately $157 million worth of ownership interests
that Brookfield acquired on April 12, 2012 from fellow investors in
the consortium that holds underlying common shares and warrants of
General Growth Properties, Inc. and common shares of Rouse
Properties, Inc. As consideration for these interests, the
investors received approximately $110 million in cash and a note
for approximately $47 million that was issued by one of BPY's
holding entities and matures on October 12, 2013. This transaction
resulted in an increase in the value of the special dividend of BPY
units to Brookfield shareholders from the $1.45 value per Share
that was estimated upon declaration of the dividend to $1.47 per
Share upon payment, or approximately $920 million dollars in the
aggregate, based on International Financial Reporting Standards
carrying values.
In order to satisfy Canadian withholding tax and U.S. "backup"
withholding tax obligations on the special dividend, a portion of
the BPY units otherwise distributable to non-Canadian investors
will be withheld from registered shareholders. For non-Canadian
beneficial owners of Brookfield shares registered in the name of a
broker or other intermediary, these withholding tax obligations
will be satisfied in the ordinary course through arrangements with
the broker or intermediary. Beneficial owners should consult their
brokers to determine how the withholding tax obligations will be
satisfied for their units and on any questions they may have
regarding fractional units.
As contemplated in BPY's Form 20-F filed with the U.S.
Securities and Exchange Commission and its Canadian Prospectus and
U.S. Information Statement filed with the Ontario Securities
Commission, on April 14, 2013 the existing board of directors of
BPY's general partner was replaced in its entirety and expanded to
seven members, a majority of whom are independent of BPY and
Brookfield. The seven members of the board of directors are Gordon
E. Arnell, Omar Carneiro da Cunha, Stephen DeNardo, J. Bruce Flatt,
Louis Joseph Maroun, Lars Rodert and Jose Ramon Valente Vias. For
biographical information about BPY's directors please refer to the
section entitled "Governance" beginning on page 121 of the Form
20-F and page 123 of the Canadian Prospectus and U.S. Information
Statement.
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.
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 Property Partners is a commercial real estate owner,
operator and investor operating globally. Its diversified portfolio
includes interests in over 300 office and retail properties
encompassing more than 250 million square feet. In addition, the
company has interests in approximately 15,600 multi-family units,
29 million square feet of industrial space and an 18 million square
foot office development pipeline. Brookfield Property Partners'
goal is to be the leading global investor in best in class
commercial property assets.
For more information about Brookfield Asset Management, please
visit its web site at www.brookfield.com.
For more information about Brookfield Property Partners, please
visit its web site at www.brookfieldpropertypartners.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: our
expectations for Brookfield Property Partners L.P.; the anticipated
benefits of the spin-off; and other statements with respect to our
beliefs, outlooks, plans, expectations and intentions. Although
Brookfield Asset Management and Brookfield Property Partners
believe 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 or Brookfield Property Partners, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Except as required by law, the
companies 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 Brookfield Property Partners Melissa Coley Vice
President, Investor Relations & Communications
212-417-7215melissa.coley@brookfield.com
www.brookfieldpropertypartners.com
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