BPO Properties Ltd. has announced:
a proposal to exchange its existing preferred shares for new class AAA preference shares of Brookfield Office Properties Inc. (“Brookfield Office Properties”) with substantially the same terms and conditions.
Brookfield Office Properties acquired 100% of the outstanding common shares of BPO Properties in 2010 in connection with the formation of Brookfield Canada Office Properties, a limited purpose unincorporated, closed-ended real estate investment trust. Since that time, BPO Properties has continued to be a reporting issuer with publicly traded preferred shares. The proposed transaction will reduce administrative costs and simplify operations.
On closing of the proposed transaction, holders of preferred shares of BPO Properties will receive one class AAA preference share of Brookfield Office Properties for each preferred share of BPO Properties held. The class AAA preference shares of Brookfield Office Properties will have substantially the same terms and conditions as the preferred shares of BPO Properties that are exchanged. In particular, dividend rates will remain unchanged. Brookfield Office Properties does not expect that the proposed transaction will affect its class AAA preference share ratings, which are the same as those of the preferred shares of BPO Properties.
Currently, the series G, J and M preferred shares of BPO Properties are listed on the TSX Venture Exchange (“TSXV”). If approved by the Toronto Stock Exchange (“TSX”), the new class AAA preference shares of Brookfield Office Properties replacing the series G, J and M preferred shares will begin trading on the TSX shortly following closing of the proposed transaction and the series G, J and M preferred shares of BPO Properties will be delisted from the TSXV.
The transfer of the listing for these three preferred shares happened last August:
Effective at the opening, Thursday, August 16, 2012, the preferred shares of the Company will commence trading on TSX Venture Exchange. This includes the preferred shares: Series G, Series J and Series M. The Company is classified as a ‘Lessor of Non-Residential Buildings’ company.
The Company is presently trading on Toronto Stock Exchange and will be delisted from Toronto Stock Exchange on August 15, 2012.
Corporate Jurisdiction: Canada
Capitalization: unlimited preferred shares with no par value of which
1,805,489 Series G Preferred shares are issued and outstanding
3,816,527 Series J Preferred Shares are issued and outstanding
2,847,711 Series M Preferred Shares are issued and outstanding
Escrowed Shares: 0 shares
Transfer Agent: CIBC Mellon Trust Company
Trading Symbol: Series G “BPP.PR.G”
CUSIP Number: Series G (05565B200)
Trading Symbol: Series J “BPP.PR.J”
CUSIP Number: Series J (05565B408)
Trading Symbol: Series M “BPP.PR.M”
CUSIP Number: Series M (05565B507)
All three issues are tracked by HIMIPref™ – having been grandfathered when they were transferred to the TSXV – but are relegated to the Scraps index on credit, volume and listing concerns.
The proposed issue would have a market capitalization in excess of $100-million, making it eligible for inclusion in TXPR and TXPL, although clearing the volume hurdle might be a problem. Index inclusion is an important consideration these days, with ZPR having amassed a staggering AUM of $489-million in a little over four months.
Update, 2013-4-27: It’s not in the press release, but SEDAR has the Material Change Report dated March 28, 2013, to which I am not allowed to link because the CSA permits CDS to abuse the monopoly over dissemination of public records.:
The board of directors, on the unanimous recommendation of the independent committee, has determined that the proposed transaction is in the best interests of BPO Properties and is unanimously recommending that preferred shareholders vote in favour of the proposed transaction at the upcoming meeting of preferred shareholders, expected to take place on or about April 26, 2013.
If preferred shareholders approve the proposed transaction at the meeting, and the requisite court approval is obtained, it is anticipated that the proposed transaction will be completed on or about April 29, 2013.