Brookfield Asset Management Completes Spin-Off of Brookfield Property Partners

Mon Apr 15, 2013 2:27pm EDT

* Reuters is not responsible for the content in this press release.

  TORONTO, ONTARIO, Apr 15 (Marketwired) --
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 www.sec.gov and on BPY's SEDAR
profile at www.sedar.com. 

    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 operates. 

    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 assets.

    For more information about Brookfield Asset Management, please visit its
web site at www.brookfield.com.

    For more information about Brookfield Property Partners, please visit its
web site at www.brookfieldpropertypartners.com.

    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.

Contacts:
Media: Brookfield Asset Management Inc.
Andrew Willis
SVP, Communications & Media
(416) 369-8236
(416) 363-2856 (FAX)
andrew.willis@brookfield.com

Investors: Brookfield Asset Management Inc.
Katherine Vyse
SVP, Investor Relations
(416) 369-8246
(416) 363-2856 (FAX)
katherine.vyse@brookfield.com
www.brookfield.com

Brookfield Property Partners
Melissa Coley
Vice President, Investor Relations & Communications
212-417-7215
melissa.coley@brookfield.com
www.brookfieldpropertypartners.com

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