All dollar references are in
BROOKFIELD NEWS,
Pursuant to the terms of the transaction and subject to pro-ration, unitholders were able to elect to receive, per unit,
The BPY units are expected to be de-listed from the TSX and Nasdaq at market close on
The outstanding shares of class A stock of
Consideration
As previously announced, based on unitholder elections (and deemed elections), together with the amounts owing to holders of BPYU shares, an aggregate of 51,971,192 units were elected for cash, 271,358,615 units were elected for BAM shares and 17,970,971 units were elected for BPY preferred units. As holders elected (or were deemed to have elected) to receive more BAM shares than were available under the transaction, unitholders that elected (or were deemed to have elected) to receive BAM shares will receive 54.5316% of the aggregate BAM shares they elected to receive and the balance will be delivered 93.05% in cash and 6.95% in BPY preferred units.
Accordingly, any holders who made an election to receive 100% of their consideration in one of the three available options will receive, respectively per BPY unit:
- 100% cash election:
$18.17 in cash. - 100% BAM shares election: approximately
$7.69 in cash, 0.2185 BAM shares and 0.0230 BPY preferred units. - 100% BPY preferred units election: 0.7268 BPY preferred units.
Holders who failed to properly make an election, did not make an election prior to the election deadline of
IMPORTANT INFORMATION AND WHERE TO FIND IT
In connection with the transaction, BAM and BPY, together with certain subsidiaries of BPY (collectively, the Registrants) have filed with the
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. A free copy of the circular/prospectus, as well as other filings containing information about the Registrants, may be obtained at the SECs Internet site (http://www.sec.gov). You may also obtain these documents, free of charge, from BPY by accessing BPYs website at bpy.brookfield.com or from BAM by accessing BAMs website at bam.brookfield.com.
For more information, please visit our website at www.brookfield.com or contact:
| Investor Relations (Brookfield): Tel: (416) 359-8647 Email:[email protected] | |
| Investor Relations (BPY): Tel: (212) 417-7488 Email:[email protected] | Communications & Media (BPY): Tel: (212) 618-3469 Email:[email protected] |
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian andU.S.securities laws. The word will and derivations thereof and other expressions that are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements.
Forward-looking statements in this news release include statements with respect to the transaction described in this new release, the expected listing and de-listing of various securities on the TSX and Nasdaq and the redemption of BPYUs 6.375% Series A Cumulative Redeemable Preferred Stock. AlthoughBAMand BPY believe that such 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 ofBAM and/or BPYto differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
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1 BPY Unitholders who may have elected to receive the Canadian dollar equivalent of any cash amounts payable in connection with the Arrangement, will have their currency converted based on the exchange rate available to the applicable custodian at its typical banking institution on the date such funds are converted (which may be the date on which the Election Deadline occurs or any later date and may be a date other than the date the BPY Units are being exchanged or the date of issue of payment therefor).
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