Further to its bulletin dated Nov. 29, 2022, the Toronto Stock Exchange reports that if the plan of arrangement involving Brookfield Asset Management Inc. (Brookfield) and Brookfield Asset Management Ltd. (New Brookfield) becomes effective, then Brookfield will change its name to Brookfield Corp. According to the TSX, in anticipation of the closing of the arrangement on Dec. 9, 2022, the Brookfield Corp. Class A preference shares, Series 51, and the Brookfield Corp. Class A preference shares, Series 52, will be listed and posted for trading at the open on Dec. 12, 2022, in substitution for the presently listed Brookfield Class A preference shares, Series 8, and Brookfield Class A preference shares, Series 9, respectively.
Subject to the closing of the arrangement on Dec. 9, 2022, the Brookfield Corp. Series 51 preference shares will trade under the symbol BN.PF.K and Cusip No. 11271J 59 4, and the Brookfield Corp. Series 52 preference shares will trade under the symbol BN.PF.L and Cusip No. 11271J 58 6. The Brookfield Series 8 preference shares, trading under the symbol BAM.PR.E, and the Brookfield Series 9 preference shares, trading under the symbol BAM.PR.G, will be delisted at the close on Dec. 9, 2022.
The TSX notes that holders of Brookfield Series 8 preference shares will receive
for each Brookfield Series 8 share held: (i) one
Brookfield Corp. Series 51 share; (ii) 0.1030
of a Class A limited voting share of New Brookfield; and (iii) 3.199 cents in cash,
representing declared and unpaid dividends covering the
period from Dec. 1, 2022, to Dec. 8, 2022.
Holders of Brookfield Series 9 preference shares will receive
for each Brookfield Series 9 share held: (i) one
Brookfield Corp. Series 52 share; (ii) 0.1010
of a New Brookfield Class A share; and (iii) 7.1575 cents in
cash, representing declared and unpaid dividends covering the
period from Nov. 1, 2022, to Dec. 8, 2022.
Registered holders of Brookfield Series 8 preference shares
and Brookfield Series 9 preference shares should return the
letter of transmittal together with share certificates to the transfer agent, TSX
Trust Company, at its principal office in Toronto in order to
receive the consideration to which they are entitled. Fractional New Brookfield Class A shares will not be issued.
Holders of Brookfield Series 8 preference shares and
Brookfield Series 9 preference shares who would otherwise be
entitled to a fractional New Brookfield Class A share will
receive a cash payment. Brookfield will use the volume-weighted average of the trading price of the New Brookfield
Class A shares for the five trading days immediately
following the effective date to determine the value of the New
Brookfield Class A shares for calculating the cash payable in
lieu of any fractional interests.
Principal terms of the Brookfield Corp. Series 51 preference shares
The TSX reports that Brookfield Corp. will pay monthly floating cumulative preferential cash dividends on the Brookfield Corp. Series 51 preference shares,
accruing daily, on the 12th day of each month in an amount per
share equal to the product of the Series 52 redemption price
per share and one-12th of the annual floating dividend rate
applicable to the month being the average prime rate for the
month multiplied by a designated percentage as provided in
the share conditions.
The Brookfield Corp. Series 51 preference shares will be redeemable, at the option of Brookfield Corp., at the
applicable redemption price, which will be determined prior to
the effective date based on the redemption price of the
Brookfield Series 8 preference shares, as reduced to reflect
the distribution of shares of New Brookfield to the holders of the
shares. The applicable redemption price for the Brookfield
Corp. Series 51 preference shares will be $25.50 multiplied by (one minus the
butterfly proportion). It is currently estimated that the butterfly
proportion will be 0.12, in which case the Series 51
redemption price will be $22.44, together with all accrued
and unpaid dividends thereon.
At the option of the holder, the Brookfield Corp. Series 51 preference shares will be convertible on Nov. 1, 2026, and on Nov. 1 every five years thereafter into Brookfield Corp. Series 52 preference shares on a 1:1 basis.
Principal terms of the Brookfield Corp. Series 52 preference shares
The TSX reports that Brookfield Corp. will pay fixed cumulative preferred cash dividends, payable quarterly
on the first day of February, May, August and November in
each year, in an amount per share per annum equal to the
product of the Series 52 redemption price and a percentage
(which shall not be less than 80 per cent) of the yield on certain
government of Canada bonds, established for each five-year
period commencing Nov. 1, 2001 (and each fifth
anniversary of that date).
For the five-year period from Nov. 1, 2021, until Oct. 31, 2026, the Brookfield Corp. Series 52 preference
shares will pay on a quarterly basis a fixed cash dividend in
an amount equal to 2.75 per cent per annum applied to the Series 52
redemption price per share.
The Brookfield Corp. Series 52 preference shares will be redeemable at the option of Brookfield Corp., on
Nov. 1, 2026, and on Nov. 1 every five years thereafter, at the applicable redemption price, which will be
determined prior to the effective date based on the redemption
price of the Brookfield Series 9 preference shares as reduced
to reflect the distribution of shares of New Brookfield to the
holders of the shares. The applicable redemption price for the
Brookfield Corp. Series 52 preference shares will be $25 multiplied by (one minus the
butterfly proportion). It is currently estimated that the butterfly
proportion will be 0.12, in which case the Series 52
redemption price will be $22, together with all accrued
and unpaid dividends thereon.
At the option of the holder, the Brookfield Corp. Series 52 preference shares will be convertible on Nov. 1, 2026,
and on Nov. 1 every five years thereafter into Brookfield
Corp. Series 51 preference shares on a 1:1 basis.
For more information, see Brookfield's management information circular dated Sept. 30, 2022, and its news release dated Nov. 22, 2022. The TSX will issue a bulletin as soon as practicable after the
arrangement closes announcing details of the listing of the
Brookfield Corp. Series 51 preference shares and
Brookfield Corp. Series 52 preference shares, and the
delisting of the Brookfield Series 8 preference shares and
Brookfield Series 9 preference shares.
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