Brookfield Property Partners Issues a Reminder to Shareholders to
Tender to Exchange Offer for Outstanding Shares of Brookfield
Office Properties
HAMILTON, BERMUDA--(Marketwired - Mar 7, 2014) - US$ unless
otherwise specified.
Brookfield Property Partners L.P. (NYSE: BPY) (TSX: BPY.UN)
("Brookfield Property Partners" or "BPY") today reminded
shareholders of Brookfield Office Properties Inc. (NYSE: BPO) (TSX:
BPO) ("BPO") of the timing for its exchange offer to acquire any or
all of the common shares of BPO that it does not currently own (the
"Offer"). The Offer expires on 11:59 p.m. (Eastern time) on March
19, 2014. Under the terms of the Offer, each BPO shareholder
can elect to receive consideration per BPO common share of either
1.0 limited partnership unit of Brookfield Property Partners or
$20.34 in cash, subject in each case to pro-ration based on a
maximum number of BPY limited partnership units and maximum cash
consideration equating to 67% and 33%, respectively, of the total
number of BPO common shares subject to the Offer. BPO shareholders
who receive limited partnership units should be able to do so on a
tax-deferred basis.
In response to requests for clarification from some BPO
shareholders, Brookfield Property Partners has also confirmed that
the record date for the BPO first quarter dividend is February 28,
2014. The dividend will be paid on March 31, 2014, to all BPO
shareholders of record, including those that have tendered to the
Offer. As a reminder, BPO shareholders will not be entitled to
receive the first quarter dividend of Brookfield Property Partners,
which is payable on March 31, 2014 to unitholders of record on
February 28, 2014.
"We are very pleased with the feedback we have received from BPO
shareholders to date and look forward to the successful completion
of the Offer," said Ric Clark, Chief Executive Officer of
Brookfield Property Group.
How to Tender Shares to the Offer
BPO shareholders can tender by following the instructions
provided in the take-over bid circular dated February 11,
2014. BPY has filed a Registration Statement on Form F-4, a
Transaction Statement on Schedule 13e-3 and a Tender Offer
Statement on Schedule 14D1-F (collectively, with the accompanying
letter of transmittal and related documents, the "Exchange Offer
Documents") with the Securities and Exchange Commission (the "SEC")
in connection with the Offer. The Registration Statement was
declared effective on February 11, 2014, and the offer materials
were mailed to BPO shareholders on February 12, 2014. This
communication is for informational purposes only and does not
constitute an offer to exchange, or a solicitation of an offer to
exchange, any securities, nor is it a substitute for the Exchange
Offer Documents. The Offer is being made only through the Exchange
Offer Documents. The Information Agent for the Offer is CST Phoenix
Advisors, toll free phone at 1- 866-822-1845 or by email at
inquiries@phoenixadvisorscst.com. The Depositary for the Offer is
CST Trust Company, P.O. Box 1036, Adelaide Street Postal Station,
Toronto, ON M5C 2K4. The Exchange Offer Documents may be
obtained without charge by directing a request by mail to CST Trust
Company or by calling toll-free at 1-800-387-0825 or
416-682-3860.
The Exchange Offer Documents, as well as other filings
containing information about Brookfield Property Partners, BPO and
the Offer, may also be obtained without charge at the SEC's web
site at www.sec.gov, at the Canadian securities regulatory
authorities' web site at www.sedar.com and from Brookfield Property
Partners. These documents will also be available for inspection and
copying at the public reference room maintained by the SEC at 100 F
Street, N.E., Washington, D.C. 20549, US. For further information
about the public reference room, call the SEC at 1-800-732-0330.
SECURITY HOLDERS AND INVESTORS ARE URGED TO READ ANY SUCH DOCUMENTS
CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY INVESTMENT DECISION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Forward-Looking Statements
This news release contains "forward-looking information" within
the meaning of Canadian provincial securities laws and applicable
regulations. Forward-looking statements include statements that are
predictive in nature, depend upon or refer to future events or
conditions, include statements regarding our operations, business,
financial condition, expected financial results, performance,
prospects, opportunities, priorities, targets, goals, ongoing
objectives, strategies and outlook, as well as the outlook for
North American and international economies for the current fiscal
year and subsequent periods, and include words such as "expects",
"anticipates", "plans", "believes", "estimates", "seeks",
"intends", "targets", "projects", "forecasts", "likely", or
negative versions thereof and other similar expressions, or future
or conditional verbs such as "may", "will", "should", "would" and
"could".
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 Offer will be subject to
conditions, which may not be satisfied; if the Offer is not
accepted by a sufficient number of BPO common shareholders, some of
the benefits to Brookfield Property Partners may not be realized;
the length of time necessary to consummate the Offer may be longer
than anticipated; BPO shareholders who would like to exchange their
shares for limited partnership units of Brookfield Property
Partners may receive cash in lieu of up to 33% of their shares;
problems may arise in successfully integrating the business of
Brookfield Property Partners and BPO; we may not realize the
anticipated synergies and other benefits following the Offer; the
Offer may involve unexpected costs; the business of Brookfield
Property Partners and BPO may suffer as a result of uncertainty
surrounding the offer; 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
favourable 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 exchanges 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 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 Canada and the United States.
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.
Brookfield Property Partners is a commercial real
estate owner, operator and investor operating globally. Our
diversified portfolio includes interests in over 300 office and
retail properties encompassing approximately 250 million square
feet. In addition, we have interests in over 25,500 multi-family
units, approximately 68 million square feet of industrial space and
a 19 million square foot office development pipeline. Our goal is
to be the leading global investor in best in class commercial
property assets. For more information, please visit
www.brookfieldpropertypartners.com.
Contact: Melissa Coley Vice President, Investor
Relations & Communications Tel: 212-417-7215 Email: Email
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