Brookfield Asset Management Completes Spin-Off of Brookfield Property Partners

Mon Apr 15, 2013 2:27pm EDT

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Brookfield Asset Management Inc.

April 15, 2013 - 02:27:30 PM

Brookfield Asset Management Completes Spin-Off of Brookfield Property Partners

TORONTO, ONTARIO--(Marketwired - April 15, 2013) - Brookfield Asset Management
Inc. ("Brookfield") (TSX:BAM.A)(NYSE:BAM)(EURONEXT:BAMA) today announced the
completion of the spin-off of Brookfield Property Partners L.P. ("BPY")
(TSX:BPY.UN)(NYSE:BPY), a newly-created company which owns substantially all
of Brookfield's commercial property assets. 

The spin-off was effected by way of a special dividend of units of BPY to
holders of Brookfield's Class A and B limited voting shares (the "Shares") as
of the record date, March 26, 2013. Each holder of Shares received one BPY
unit for approximately every 17.42 Shares (that is, approximately 0.0574 BPY
units for each Share). Shareholders of Brookfield now own 35,839,414 BPY
units, or 7.56% of BPY, and Brookfield owns the remaining 92.44% of BPY
(assuming the exchange of all of Brookfield's redeemable partnership units,
which it holds in an affiliate of BPY, for BPY units). The BPY units commenced
regular-way trading on the Toronto Stock Exchange and the New York Stock
Exchange this morning under the symbols "BPY.UN" and "BPY" respectively. 

"Brookfield Property Partners public listing opens an exciting new chapter in
the growth of a leading global commercial property company, with the scale and
expertise needed to deliver superior long term performance," said Ric Clark,
chief executive officer at Brookfield Property Partners and Senior Managing
Partner and head of the global property group at Brookfield Asset Management. 

"This final step in the launch of Brookfield Property Partners significantly
furthers our asset management strategy, providing investors with access to our
real asset platforms through three flagship listed entities which deliver
income, growth and a portfolio of strongly performing private equity funds,"
commented Bruce Flatt, Chief Executive Officer of Brookfield. "BPY joins our
two other high dividend yield and growth entities, Brookfield Infrastructure
Partners and Brookfield Renewable Energy Partners, which since their
inceptions, have delivered annual compound returns in excess of 15%." 

Brookfield shareholders will receive a cash payment in lieu of any fractional
interests in the BPY units. Brookfield will use the volume-weighted average of
the regular-way trading price of the BPY units for the five trading days
immediately following the spin-off to determine the value of the BPY units for
the purpose of calculating the cash payable in lieu of any fractional
interests. Payment of this cash amount will be made by check and mailed on or
about April 24, 2013.

Prior to completion of the spin-off, BPY acquired from Brookfield
substantially all of its commercial property operations, including its office,
retail, multi-family and industrial assets, including approximately $157
million worth of ownership interests that Brookfield acquired on April 12,
2012 from fellow investors in the consortium that holds underlying common
shares and warrants of General Growth Properties, Inc. and common shares of
Rouse Properties, Inc. As consideration for these interests, the investors
received approximately $110 million in cash and a note for approximately $47
million that was issued by one of BPY's holding entities and matures on
October 12, 2013. This transaction resulted in an increase in the value of the
special dividend of BPY units to Brookfield shareholders from the $1.45 value
per Share that was estimated upon declaration of the dividend to $1.47 per
Share upon payment, or approximately $920 million dollars in the aggregate,
based on International Financial Reporting Standards carrying values.

In order to satisfy Canadian withholding tax and U.S. "backup" withholding tax
obligations on the special dividend, a portion of the BPY units otherwise
distributable to non-Canadian investors will be withheld from registered
shareholders. For non-Canadian beneficial owners of Brookfield shares
registered in the name of a broker or other intermediary, these withholding
tax obligations will be satisfied in the ordinary course through arrangements
with the broker or intermediary. Beneficial owners should consult their
brokers to determine how the withholding tax obligations will be satisfied for
their units and on any questions they may have regarding fractional units.

As contemplated in BPY's Form 20-F filed with the U.S. Securities and Exchange
Commission and its Canadian Prospectus and U.S. Information Statement filed
with the Ontario Securities Commission, on April 14, 2013 the existing board
of directors of BPY's general partner was replaced in its entirety and
expanded to seven members, a majority of whom are independent of BPY and
Brookfield. The seven members of the board of directors are Gordon E. Arnell,
Omar Carneiro da Cunha, Stephen DeNardo, J. Bruce Flatt, Louis Joseph Maroun,
Lars Rodert and Jose Ramon Valente Vias. For biographical information about
BPY's directors please refer to the section entitled "Governance" beginning on
page 121 of the Form 20-F and page 123 of the Canadian Prospectus and U.S.
Information Statement.

Further details regarding the operations of Brookfield Property Partners are
set forth in regulatory filings. A copy of the filings may be obtained through
the website of the SEC at and on BPY's SEDAR profile at 

Brookfield Asset Management Inc. is a global alternative asset manager with
over $175 billion in assets under management. The company has over a 100-year
history of owning and operating assets with a focus on property, renewable
power, infrastructure and private equity. Brookfield has a range of public and
private investment products and services, which leverage its expertise and
experience and provide it with a competitive advantage in the markets where it

Brookfield Property Partners is a commercial real estate owner, operator and
investor operating globally. Its diversified portfolio includes interests in
over 300 office and retail properties encompassing more than 250 million
square feet. In addition, the company has interests in approximately 15,600
multi-family units, 29 million square feet of industrial space and an 18
million square foot office development pipeline. Brookfield Property Partners'
goal is to be the leading global investor in best in class commercial property

For more information about Brookfield Asset Management, please visit its web
site at

For more information about Brookfield Property Partners, please visit its web
site at

Note: This news release contains forward-looking information within the
meaning of Canadian provincial securities laws and "forward-looking
statements" within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as
amended, "safe harbour" provisions of the United States Private Securities
Litigation Reform Act of 1995 and in any applicable Canadian securities
regulations. The words "continue," "expect," "intend," "believe," derivations
thereof and other expressions, including conditional verbs such as "may,"
"will," "could," "would," and "should," are predictions of or indicate future
events, trends or prospects or identify forward-looking statements.
Forward-looking statements in this news release include statements with
respect to: our expectations for Brookfield Property Partners L.P.; the
anticipated benefits of the spin-off; and other statements with respect to our
beliefs, outlooks, plans, expectations and intentions. Although Brookfield
Asset Management and Brookfield Property Partners believe that BPY's
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 as such statements and information
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the company 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: economic and
financial conditions in the countries in which we do business; the behaviour
of financial markets, including fluctuations in interest and exchange rates;
availability of equity and debt financing; strategic actions including
dispositions; the ability to complete and effectively integrate acquisitions
into existing operations and the ability to attain expected benefits;
regulatory and political factors within the countries in which the company
operates; availability of new tenants to fill property vacancies; tenant
bankruptcies; acts of God, such as earthquakes and hurricanes; the possible
impact of international conflicts and other developments including terrorist
acts; changes in accounting policies to be adopted under IFRS; and other risks
and factors detailed from time to time in BPY's Form 20-F filed with the
Securities and Exchange Commission as well as other documents filed by BPY
with the securities regulators in Canada and the United States. 

We caution that the foregoing factors that may affect future results are not
exhaustive. When relying on our forward-looking statements to make decisions
with respect to Brookfield Asset Management or Brookfield Property Partners,
investors and others should carefully consider the foregoing factors and other
uncertainties and potential events. Except as required by law, the companies
undertakes no obligation to publicly update or revise any forward-looking
statements or information, whether written or oral, as a result of new
information, future events or otherwise.

Media: Brookfield Asset Management Inc.
Andrew Willis
SVP, Communications & Media
(416) 369-8236
(416) 363-2856 (FAX)

Investors: Brookfield Asset Management Inc.
Katherine Vyse
SVP, Investor Relations
(416) 369-8246
(416) 363-2856 (FAX)

Brookfield Property Partners
Melissa Coley
Vice President, Investor Relations & Communications