BPO Properties Preferred Shareholders Approve Preferred Share Exchange

BPO Properties Preferred Shareholders Approve Preferred Share Exchange 
Not for distribution to U.S. newswire services nor for dissemination
to the United States. 
TORONTO -- (Marketwired) -- 04/26/13 --  BPO Properties Ltd. ("BPO
Properties") today announced that its preferred shareholders have
approved the previously announced 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. Preferred shareholders
voted in favour of the proposal at a meeting today at Brookfield
Place in Toronto by a margin of 99.04%. BPO Properties will now seek
final court approval from the Ontario Superior Court of Justice. It
is anticipated that the transaction will close on Monday, April 29. 
On closing of the 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. 
Currently, the series G, J and M preferred shares of BPO Properties
are listed on the TSX Venture Exchange ("TSXV"). The class AAA
preference shares, series V, W and Y of Brookfield Office Properties
will replace the series G, J and M preferred shares and will begin
trading on the Toronto Stock Exchange under the stock symbols
"BPO.PR.X", "BPO.PR.W" and "BPO.PR.Y", respectively, on or about
Wednesday, May 1. In the interim, from market open to market close on
April 30, the series G, J and M preferred shares of BPO Properties
will continue to trade on the TSXV under the symbols "BPP.PR.G",
"BPP.PR.J" and "BPP.PR.M", respectively, as proxy shares -
representing an entitlement to the series V, W and Y shares of
Brookfield Office Properties, respectively. 
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. The proposed transaction
remains subject to approval of the Ontario Superior Court of Justice
and there can be no assurance that such approval will be obtained.
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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