GGP common shareholders of record as of the end of trading on the New York Stock Exchange (NYSE) on July 27, 2018 (shareholders of record) are eligible to make this election and registered shareholders have previously been mailed an election form. Shareholders of record who hold GGP shares in street name through a bank, brokerage firm or other nominee (a nominee), should instruct such nominee what election to make on your behalf by carefully following the instructions provided by your nominee. It is important to note that you may be subject to an earlier deadline by your nominee for making your elections. An election will not be made on your behalf absent your instructions.
IT IS STRONGLY RECOMMENDED THAT SHAREHOLDERS OF RECORD MAKE TWO (2) ELECTIONS:
(1) An election to receive cash and/or equity (Section A of the Election Form), and
(2) A further election of the type of equity dividend (either BPY limited partnership units (BPY units) or class A stock of Brookfield Property REIT Inc. (BPR). We note that even if a GGP shareholder makes a cash election, such shareholder will receive equity in the event of proration due to an oversubscription of available cash, which is expected (Section B of the Election Form).
Shareholders of record who do not properly complete and submit an election form, or give the requisite instructions to their nominee, prior to the applicable deadline will receive the default election, which is cash and BPY units in the event of proration. Therefore, any shareholder of record who wishes to receive any portion of their dividend in BPR class A stock must make an election in both Section A and Section B as described above. Any shareholder who does not make an election, does not properly submit their election or give the requisite instructions to their nominee prior to the applicable deadline, will not receive BPR class A stock. In addition, if 10% or less of the equity election is for BPR class A stock, no BPR class A stock will be issued and all of the equity issued in the transaction will be BPY units.
Only shareholders of record are eligible to make an election. Any person who has purchased GGP shares after the record date is a non-electing shareholder and will receive the default election dividend of cash and BPY units in the event of proration, which is expected.
Any GGP shareholder who has any questions regarding the election form or related matters, or requires additional copies of the necessary documents to submit a properly completed election form, may contact D.F. King & Co. Inc. in its capacity as Information Agent:
D.F. King& Co., Inc.
48 Wall Street, 22nd Floor
Banks and Brokers, Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 290-6424
Email: [email protected]
Please carefully follow the instructions in the election form and return a properly completed election form prior to the deadline to the Exchange Agent, American Stock Transfer & Trust Company, LLC:
If delivering by mail:
American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
P.O. Box 2042
If delivering by hand or courier:
American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brookfield Property Partners
Brookfield Property Partners is one of the worlds largest commercial real estate companies, with approximately
Brookfield Property Partners is the flagship listed real estate company of Brookfield Asset Management, a leading global alternative asset manager with over
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Contact:
Matthew Cherry
Senior Vice President, Investor Relations and Communications
Tel: (212) 417-7488
Email: [email protected]
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction contemplated by the Agreement and Plan of Merger, dated as of March26,2018 and as amended on June25,2018, among BPY, Goldfinch Merger Sub Corp. and GGP (as may be further amended or otherwise modified from time to time in accordance with its terms, the Merger Agreement). This communication may be deemed to be solicitation material in respect of the proposed transaction involving BPY and GGP. In connection with the proposed transaction, BPY filed with the
Non-solicitation
This communication shall not constitute 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 offering of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the
Forward-Looking Statements
This communication contains forward-looking information within the meaning of Canadian provincial securities laws and applicable regulations and forward-looking statements within the meaning of safe harbor provisions of applicable
Although we believe that our 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 because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements 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, but are not limited to: the occurrence of any event, change or other circumstance that could affect the proposed transaction on the anticipated terms and timing, including the risk that the proposed transaction may not be consummated; risks related to BPYs ability to integrate GGPs business into its own and the ability of the combined company to attain expected benefits therefrom; risks incidental to the ownership and operation of real estate properties including local real estate conditions; the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; the ability to enter into new leases or renew leases on favorable terms; business competition; dependence on tenants financial condition; the use of debt to finance our business; the behavior of financial markets, including fluctuations in interest and foreign exchange rates; uncertainties of real estate development or redevelopment; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; risks relating to our insurance coverage; the possible impact of international conflicts and other developments including terrorist acts; potential environmental liabilities; changes in tax laws and other tax related risks; dependence on management personnel; illiquidity of investments; the ability to complete and effectively integrate other acquisitions into existing operations and the ability to attain expected benefits therefrom; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; and other risks and factors detailed from time to time in our documents filed with the securities regulators in
We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no 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.
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