BPO Properties Ltd. Proposing Preferred Share Exchange

BPO Properties Ltd. Proposing Preferred Share Exchange 
Not for Distribution to U.S. Newswire Services Nor for Dissemination
to the United States 
TORONTO -- (Marketwire) -- 03/22/13 --  BPO Properties Ltd. ("BPO
Properties") today 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. 
Independent Committee 
The board of directors of BPO Properties appointed a committee of
independent directors to consider the proposed transaction from the
perspective of the holders of preferred shares other than Brookfield
Office Properties and its affiliates. The independent committee
received independent legal advice and retained KPMG LLP ("KPMG") as
its independent financial advisor with respect to the proposed
transaction. The independent committee received an opinion from KPMG
that the proposed transaction is fair, from a financial point of
view, to preferred shareholders of BPO Properties. 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. 
Approval Process 
The proposed transaction will be effected by way of a plan of
arrangement under the Canada Business Corporations Act. It will
require the approval of at least two-thirds of the votes cast at a
meeting by all preferred shareholders of BPO Properties. The proposed
transaction must also be approved by the Ontario Superior Court of
Justice. 
Brookfield Asset Management Inc. ("Brookfield Asset Management") and
the affiliates of Brookfield Office Properties currently hold,
directly and indirectly, preferred shares of BPO Properties which
carry approximately 69.2% of the votes attaching to all preferred
shares. Brookfield Asset Management and the affiliates of Brookfield
Office Properties intend to vote all of their preferred shares of BPO
Properties in favour of the proposed transaction at the shareholder
meeting. 
The proposed transaction is subject to a number of closing
conditions, including the above noted approval of preferred
shareholders of BPO Properties, the TSX and the Ontario Superior
Court of Justice. 
Proxy Circular 
A proxy circular describing the proposed transaction, and containing
a copy of KPMG's fairness opinion, factors considered by the
independent committee and the board of directors and other relevant
background information, is anticipated to be mailed to preferred
shareholders of BPO Properties in early April and will be available
on Brookfield Office Properties' website and at www.sedar.com. 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. 
Shareholders are invited to consult their own investment dealer,
stockbroker, bank manager, accountant, lawyer or other professional
advisor with respect to the proposed transaction. 
About Brookfield Office Properties
 Brookfield Office Properties
owns, develops and manages premier office properties in the United
States, Canada and Australia. Brookfield Office Properties' portfolio
is comprised of interests in 110 properties totaling 76 million
square feet in the downtown cores of New York, Washington, D.C.,
Houston, Los Angeles, Denver, Seattle, Toronto, Calgary, Ottawa,
Sydney, Melbourne and Perth, making BPO the global leader in the
ownership and management of office assets. Landmark properties
include Brookfield Places in New York, Toronto and Perth, Bank of
America Plaza in Los Angeles, Bankers Hall in Calgary and Darling
Park in Sydney. Brookfield Office Properties common shares trade on
the NYSE and TSX under the symbol "BPO". For more information, visit
www.brookfieldofficeproperties.com. 
About BPO Properties
 BPO Properties owns, develops and manages
premier commercial office properties in select cities in Canada. BPO
Properties' commercial property portfolio consists of interests in 28
properties totaling 20.7 million square feet, including 4.0 million
square feet of parking. BPO Properties' development portfolio
comprises six development sites totaling 5.5 million square feet.  
Forward-Looking Statements
 This press release contains
forward-looking statements and information within the meaning of
applicable securities legislation. There can be no assurance that the
proposed transaction will be consummated or that the anticipated
benefits will be realized. The proposed transaction is subject to
various approvals, consents and conditions and there can be no
assurance that any such approvals or consents will be obtained or
that such conditions will be fulfilled. Although Brookfield Office
Properties and BPO Properties believe that the 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 because they
involve assumptions, known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of Brookfield Office Properties or BPO Properties to
differ materially from anticipated future results, performance or
achievement expressed or implied by such forward-looking statements
and information. Accordingly, Brookfield Office Properties and BPO
Properties cannot give any assurance that its expectations will in
fact occur and cautions that actual results may differ materially
from those in the forward-looking statements. Factors that could
cause actual results to differ materially from those set forth in the
forward-looking statements and information include, but are not
limited to, general economic conditions; local real estate
conditions, including the development of properties in close
proximity to the company's properties; timely leasing of
newly-developed properties and re-leasing of occupied square footage
upon expiration; dependence on tenants' financial condition; the
uncertainties of real estate development and acquisition activity;
the ability to effectively integrate acquisitions; interest rates;
availability of equity and debt financing; the impact of
newly-adopted accounting principles on Brookfield Office Properties'
or BPO Properties' accounting policies and on period-to-period
comparisons of financial results; and other risks and factors
described from time to time in the documents filed by Brookfield
Office Properties and BPO Properties with the securities regulators
in Canada and the United States, including in Brookfield Office
Properties' Renewal Annual Information Form under the heading
"Business of Brookfield Office Properties - Company and Real Estate
Industry Risks," and in its most recent interim management's
discussion and analysis of financial results under the heading "Risks
and Uncertainties", and in BPO Properties' Renewal Annual Information
Form under the heading "Business of BPO Properties - Company and Real
Estate Industry Risks" and in its most recent interim management's
discussion and analysis of financial results under the heading "Risks
and Uncertainties". Brookfield Office Properties and BPO Properties
undertake no obligation to publicly update or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, except as required by law. 
Media Contact: 
Melissa Coley
Vice President, Investor Relations and Communications
(212) 417-7215
melissa.coley@brookfield.com 
Investor Contact: 
Matt Cherry
Director, Investor Relations and Communications
(212) 417-7488
matthew.cherry@brookfield.com 
 
 
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