Exchange Bulletin

Brookfield Property Split Corp. (BPY.UN) To Trade On Toronto Stock Exchange


June 11, 2014

Brookfield Property Split Corp. (the "Company" or "BOP Split") - An application has been granted for the original listing in the Industrial category of 1,000,000 Class A senior preferred shares Series 1 (the "Series 1 Shares"); 1,000,000 Class A senior preferred shares Series 2 (the "Series 2 Shares"); 1,000,000 Class A senior preferred shares Series 3 (the "Series 3 Shares"); and 1,000,000 Class A senior preferred shares Series 4 (the "Series 4 Shares") (collectively, the "BOP Split Senior Preferred Shares") of the Company, which were issued pursuant to a plan of arrangement effected on June 9, 2014, involving the Company, Brookfield Office Properties Inc., Brookfield Property Partners L.P., and Brookfield Office Properties Exchange LP (the "Arrangement").

The BOP Split Senior Preferred Shares will be listed and posted for trading on Wednesday, June 11, 2014.

The Company is an indirect wholly-owned subsidiary of Brookfield Property Partners L.P. ("BPY") (Symbol: BPY.UN). The BOP Split Senior Preferred Shares will be fully and unconditionally guaranteed by BPY, Brookfield Property L.P. and direct and indirect subsidiaries thereof or their respective successors and assigns.

The Series 1 Shares will be traded in U.S. funds. Accordingly, they will appear under the heading U.S. funds in newspapers and TSX's Daily Record and Monthly Review.

Preferred Share to be listed CUSIP Symbol Currency
Class A senior preferred shares, Series 1 112827 20 9 "BPS.PR.U" US$
Class A senior preferred shares, Series 2 112827 30 8 "BPS.PR.A" CDN$
Class A senior preferred shares, Series 3 112827 40 7 "BPS.PR.B" CDN$
Class A senior preferred shares, Series 4 112827 50 6 "BPS.PR.C" CDN$



Other Markets: None
Temporary Market Maker: W.D. Latimer Co. Limited
Head Office Address: Brookfield Place
181 Bay Street
Suite 330
Toronto, Ontario
M5J 2T3
Email Address: michelle.campbell@brookfield.com
Website: http://www.brookfieldpropertypartners.com
Head Office Telephone Number: (416) 369-2300
Fax Number: (416) 369-2301
Investor Relations: Matt Cherry
Director, Investor Relations and Communications
(212) 417-7488
matthew.cherry@brookfield.com
Incorporation: The Company was incorporated under the Business Corporations Act (British Columbia) on December 9, 2013 as a subsidiary of Brookfield BPY Holdings Inc. and an indirect subsidiary of BPY.

BPY is a Bermuda exempted limited partnership registered under the Bermuda Limited Partnership Act of 1883, as amended, and the Bermuda Exempted Partnership Act, 1992.
Fiscal Year End: December 31
Chief Financial Officer: John Stinebaugh
Corporate Secretary: Michelle Campbell
Nature of Business: The Company is an indirect subsidiary of BPY and was incorporated for the purpose of being an issuer of preferred shares. The Company will have no other significant assets or liabilities and will not have any ongoing business operations of its own.

BPY invests in well-located real estate assets that generate, or have the potential to generate, long-term, predictable and sustainable cash flows with attractive growth and development potential in some of the world's most resilient and dynamic markets. BPY's properties are substantially located in North America, Europe, Australia and Brazil
Transfer Agent & Registrar: CST Trust Company at its principal office in Toronto.
Additional information on the BOP Split Senior Preferred Shares may be found in the management proxy circular for Brookfield Office Properties Inc. dated May 5, 2014 (the "Circular") which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Circular. Details of the option to exchange into the BOP Split Senior Preferred Shares are contained elsewhere in today's TSX bulletins.

Registration of interests in and transfers of the BOP Split Senior Preferred Shares will be made only through a book entry only system administered by CDS Clearing and Depository Services Inc. ("CDS"). Book-entry only certificates representing the BOP Split Senior Preferred Shares will be issued in registered form only to CDS or its nominee and will be deposited with CDS on the date of closing. A purchaser of BOP Split Senior Preferred Shares will receive a customer confirmation from the registered dealer from or through which the BOP Split Senior Preferred Shares are purchased and will not have the right to receive physical certificates.

The following is a summary of some of the principal provisions of the BOP Split Senior Preferred Shares. Reference should be made to the Circular for further details.

The BOP Split Senior Preferred Shares have been structured to provide a holder thereof with economic terms that are substantially equivalent to those of the BPO Convertible Preferred Shares. The four series of BOP Split Senior Preferred Shares will each have the same dividend and redemption rights as the corresponding series of BPO Convertible Preferred Shares. However, in lieu of being convertible into BPO Common Shares, the BOP Split Senior Preferred Shares will be retractable at any time by the holder.
Dividends: The holders of each series of the BOP Split Senior Preferred Shares are each entitled to receive fixed cumulative preferential cash dividends, if, as and when declared by the board of directors of BOP Split in the following amounts, each of which is the same as the dividend payable on the corresponding series of BPO Convertible Preferred Shares:
  • Series 1: US$1.3125 per annum
  • Series 2: C$1.4375 per annum
  • Series 3: C$1.25 per annum
  • Series 4: C$1.30 per annum
Dividends on each series of the BOP Split Senior Preferred Shares accrue daily from the date of issue (less any tax required to be deducted and withheld by BOP Split) and are payable quarterly on the last day of March, June, September and December in each year. The first dividend paid on the BOP Split Senior Preferred Shares will be for the full quarter ended September 30, 2014. The first dividend on the BOP Split Senior Preferred Shares issued pursuant to the Arrangement will be calculated as if the BOP Split Senior Preferred Shares were issued on July 1, 2014, regardless of the date that such shares were actually issued.
Redemption: BOP Split may, at its option, at any time redeem all, or from time to time any part, of the outstanding applicable series of BOP Split Senior Preferred Shares, by the payment of an amount in cash for each such share so redeemed in the following amounts, each of which is the same as the amount payable on the corresponding series of BPO Convertible Preferred Shares:
  • Series 1: US$25.33 if redeemed before June 30, 2014, and $25.00 thereafter;
  • Series 2: C$25.33 if redeemed before December 31, 2014, and C$25.00 thereafter;
  • Series 3: C$25.25 if redeemed before June 30, 2014, and C$25.00 thereafter;
  • Series 4: C$25.67 if redeemed before December 31, 2014, C$25.33 if redeemed on or after December 31, 2014 but before December 31, 2015, and C$25.00 thereafter;
plus, in each case, all accrued and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed for redemption) up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by BOP Split).
Retraction: Subject to the restrictions imposed by applicable law, each series of the BOP Split Senior Preferred Shares is retractable by the holder at any time for the following amounts:
  • Series 1: US$23.75 per share if redeemed before September 30, 2015 and $25.00 per share if redeemed thereafter;
  • Series 2: C$23.75 per share if redeemed before December 31, 2015 and C$25.00 per share if redeemed thereafter;
  • Series 3: C$23.75 per share if redeemed before December 31, 2014 and C$25.00 per share if redeemed thereafter;
  • Series 4: C$23.75 per share if redeemed before December 31, 2016 and C$25.00 per share if redeemed thereafter;
together with all accrued and unpaid dividends to the applicable retraction date. Retraction payments will be made on or before the last day of each month provided that the certificate(s) representing the BOP Split Senior Preferred Shares have been surrendered for retraction at least one business day before the last day of the preceding month.