Exchange Bulletin
Brookfield Business Corporation (BBUC) To Trade On Toronto Stock Exchange
March 2, 2022
| Issuer: | Brookfield Business Corporation ("BBC") |
| Security: | Class A Exchangeable Subordinate Voting Shares ("Exchangeable Shares") |
| Symbol: | BBUC |
| When Issued Market - Original Listing: | The Exchangeable Shares of BBC will be posted for trading on a "when issued" basis at the opening on Friday, March 4, 2022. |
| Number of securities issued and outstanding: | 74,000,000 |
| Number of securities reserved for issuance: | None |
| Listing category: | Industrial, Exempt |
| Trading currency: | CDN$ |
| Distribution: | As described in today's Toronto Stock Exchange ("TSX") Bulletins, Brookfield Business Partners L.P. (the "Partnership") (Symbol: BBU.UN) will make, on Tuesday, March 15, 2022, a special distribution of one (1) Exchangeable Share of BBC for every two (2) limited partnership units (the "Units") of the Partnership (that is, 0.50 of an Exchangeable Share per Unit of the Partnership) to unitholders of record of the Partnership at the close of business on Monday, March 7, 2022 (the "Distribution"). |
| Posted for trading date: | Friday, March 4, 2022 (at the opening) on a "when issued" basis. |
| Payable date: | Tuesday, March 15, 2022 (12:01 a.m.) Holders of Units of the Partnership need not take any action in order to receive the Exchangeable Shares to which they are entitled. |
| Other market(s): | The Exchangeable Shares will be concurrently listed on the New York Stock Exchange under the symbol "BBUC". From Friday, March 4, 2022 to and including Monday, March 14, 2022 trading will occur on a "when issued" basis under the symbol "BBUC WI". |
| Designated market maker: | TD Securities Inc. |
| Security ownership registration: | CDS book-based system |
| Investor relations: | Alan Fleming Senior Vice-President, Investor Relations 416-645-2736 Email: alan.fleming@brookfield.com |
| Incorporation: | Business Corporations Act (British Columbia) |
| Fiscal year end: | December 31 |
| Nature of business: | BBC is a Canadian corporation established by the Partnership as a vehicle to own and operate certain services and industrial operations on a global basis and an alternative vehicle for investors who prefer investing in BBC's operations through a corporate structure. BBC's operations will consist of certain services and industrial operations acquired from the Partnership, which include a healthcare services business with operations in Australia; a construction services business with operations primarily in the United Kingdom and Australia; a global nuclear technology services provider; and a water and wastewater service provider in Brazil. |
| Transfer agent and registrar: | TSX Trust Company at its principal office in Toronto. |
| Dividends: | The board may declare dividends at its discretion. However, each Exchangeable Share has been structured with the intention of providing an economic return equivalent to one Unit and, following the Distribution, it is expected that dividends on the Exchangeable Shares will be declared and paid at the same time and the same amount as distributions are declared and paid on the Units to provide holders of the Exchangeable Shares with an economic return equivalent to holders of Units. |
| Sponsorship: | Not applicable |
| Settlement of When Issued trading: | Subject to the Distribution occurring on Tuesday, March 15, 2022: (i) all trades in the when issued market from and including Friday, March 4, 2022 (at the opening) to and including March 14, 2022 (at the close) will be for special settlement on Thursday, March 17, 2022 and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. Parties who hold Units of the Partnership (or who are entitled to receive Partnership Units under a legally binding unconditional contract) on the record date may sell, in the when issued market, such Exchangeable Shares, up to the number of Exchangeable Shares they would hold upon completion of the Distribution without being subject to restrictions on short sales. TSX will not be liable directly or indirectly for any loss attributable to the exercise of any of its above-described rights or to the cancellation, settlement or failed settlement of any trade or trades made in the Exchangeable Shares. |
| Termination of When Issued trading: | Subject to the Distribution occurring on Tuesday, March 15, 2022 then: (i) on Monday, March 14, 2022 (at the close) trading of the Exchangeable Shares of BBC on a "when issued" basis will terminate; and (ii) on March 15, 2022 (at 12:01 a.m. Toronto time) the Exchangeable Shares will be listed and posted for trading on a regular basis under the current symbol and CUSIP. If the payment of Distribution is not made, all trades made in the when issued market will be cancelled. No securities will be delivered or deliverable and no money will be owed by purchasers to sellers. |
| Disclosure document: | BBC and the Partnership's joint prospectus dated February 24, 2022 (the "Prospectus") and the Partnership's press releases dated February 22 and March 1, 2022, which are available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| Additional information: | See elsewhere in today's TSX Bulletins regarding the Distribution and due bill trading of the Units of the Partnership and the ex-distribution markets for the Units. |
| TSX contact: | Selma Thaver, Director, TSX Listings |