17:23:34 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Brookfield Property Partners LP
Symbol BPY
Shares Issued 102,522,251
Close 2014-04-24 C$ 21.60
Market Cap C$ 2,214,480,622
Recent Sedar Documents

Brookfield Property to acquire remaining BPO shares

2014-04-24 21:06 ET - News Release

Also News Release (C-BPO) Brookfield Office Properties Inc

Ms. Melissa Coley of Brookfield Property reports

BROOKFIELD PROPERTY PARTNERS TO PROCEED WITH SECOND-STAGE PLAN OF ARRANGEMENT TO ACQUIRE REMAINING COMMON SHARES OF BROOKFIELD OFFICE PROPERTIES

Brookfield Property Partners LP and Brookfield Office Properties Inc. have entered into a definitive agreement that provides for the acquisition by way of a plan of arrangement of the remaining common shares of Brookfield Office for consideration per Brookfield Office common share of either 1.0 limited partnership unit of Brookfield Property or $20.34 cash, subject to proration (in U.S. dollars unless otherwise specified). The arrangement follows the successful offer by Brookfield Property Partners and its indirect subsidiaries Brookfield Office Properties Exchange LP and Brookfield Property Split Corp. to acquire common shares of Brookfield Office that resulted in the purchasers owning approximately 89 per cent of the Brookfield Office common shares on a fully diluted basis.

The purchasers acquired 220,030,994 common shares of Brookfield Office pursuant to the offer. Based on the number of Brookfield Office common shares acquired under the offer, there remains $388,690,066.88 (20.8 per cent of the aggregate cash available) and 38,814,826 limited partnership units (20.8 per cent of the aggregate limited partnership units available) for payment to acquire the remaining outstanding shares of Brookfield Office pursuant to the arrangement.

"We are pleased to be taking this final step to consolidate our global office properties under one platform and welcoming new investors in Brookfield Property Partners," said Ric Clark, chief executive officer of Brookfield Property group.

Preferred shares under the arrangement

Pursuant to the arrangement, Brookfield Office Class A preference shares held by the public will be redeemed by Brookfield Office under the arrangement for $1.11111 (Canadian) per share. In addition, holders of outstanding Brookfield Office preference shares, Series G, H, J and K, which are convertible into Brookfield Office common shares, may exchange their shares for BOP split preferred shares, subject to minimum listing requirements and a maximum of $25-million of BOP split preferred shares issued for each of the four series of preferred shares. BOP split has applied to list the BOP split preferred shares on the Toronto Stock Exchange. Under the proposed arrangement, holders who do not exchange their Brookfield Office preference shares, Series G, H, J and K, for BOP split preferred shares, would continue to hold their Brookfield Office preference shares, and the share conditions would be modified to make them exchangeable into Brookfield Property units rather than convertible into Brookfield Office common shares. There are no changes being made to the other Brookfield Office preference shares, which will not be affected by the arrangement, and all the Brookfield Office preference shares outstanding following the arrangement will continue to be listed on the Toronto Stock Exchange.

Additional information

The arrangement is subject to Brookfield Office shareholder approval, including approval of minority shareholders. The purchasers acquired the majority of the minority shares pursuant to the offer and can vote those shares in the arrangement. A management proxy circular in respect of the arrangement and other annual business is expected to be filed and mailed to Brookfield Office shareholders shortly. The shareholder meeting to consider the arrangement is scheduled to be held on June 3, 2014, at 11 a.m. Eastern Time in Bank of America conference centre, Brookfield Place, 250 Vesey St., New York, N.Y. The arrangement will also be subject to court approval following a hearing by the court on its fairness to Brookfield Office shareholders. The arrangement is expected to close shortly after the June 3 shareholder meeting. Brookfield Office intends to apply to the New York Stock Exchange and the Toronto Stock Exchange to delist the Brookfield Office common shares shortly after closing of the arrangement.

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