Brookfield Infrastructure Partners L.P. (the "Partnership", and
along with its related entities, "Brookfield Infrastructure")
(NYSE: BIP) (TSX: BIP.UN) is advising unitholders of the
Partnership of an amendment to the resolution being sought at the
upcoming special meeting of unitholders. The meeting will be held
on Monday, November 16, 2009, at 10:00 a.m. (EST) at Torys LLP, 237
Park Avenue, 20th Floor, New York, NY.
The original resolution contained in the management information
circular dated October 21, 2009 seeks approval to allow Brookfield
to invest up to $450 million in redeemable partnership units
("RPUs") of Brookfield Infrastructure L.P. in connection with the
proposed investment by the Partnership in securities of Babcock
& Brown Infrastructure and certain of its assets. The amendment
seeks to vary the resolution by permitting Brookfield's investment
to include RPUs and general partner units of Brookfield
Infrastructure as well as limited partnership units of the
Partnership. No other changes are proposed to the resolution.
On October 30, 2009, the Partnership announced the pricing of
its public offering of an aggregate of 39,585,000 limited
partnership units. As part of the offering, Brookfield Asset
Management Inc. (together with its affiliates "Brookfield") (NYSE:
BAM) (TSX: BAM) (Euronext: BAMA) agreed to purchase 4,085,000
limited partnership units of the Partnership for gross proceeds of
approximately $59 million (the "LP Subscription"). The balance of
Brookfield's investment will be in RPUs or general partner units.
As a result of the LP Subscription, consequential amendments were
made to the allocation agreement (the "Allocation Agreement")
between Brookfield and Brookfield Infrastructure relating to their
respective participation in the previously announced Babcock &
Brown Infrastructure recapitalization (the "Transaction"),
including Brookfield's agreement to invest in units of Brookfield
Infrastructure (the "Brookfield Investment").
As a result, unitholders at the meeting will be asked to adopt
an amended resolution that permits the Brookfield Investment, as
amended. The aggregate investment by Brookfield, including any
units of the Partnership acquired as part of the public offering
and any RPUs or general partner units of Brookfield Infrastructure
purchased by Brookfield upon the exercise of the underwriters'
over-allotment option, will still not exceed $450 million, but
Brookfield's percentage ownership interest in the Partnership may,
in certain circumstances, increase slightly, from a maximum of
approximately 41% ownership previously contemplated to a maximum of
approximately 45%.
A committee of independent directors of Brookfield
Infrastructure Partners Limited, the general partner of the
Partnership, met on October 30, 2009 to consider the proposed
amendment to the terms of the Brookfield Investment and
corresponding amendments to the Allocation Agreement. The
independent committee unanimously recommended that the board of
directors of Brookfield Infrastructure Partners Limited, the
general partner of the Partnership, approve the amendments to the
proposed terms of the Brookfield Investment and related changes to
the Allocation Agreement. On the recommendation of the independent
committee, the directors of Brookfield Infrastructure Partners
Limited, the general partner of the Partnership, have unanimously
approved the proposed amendment to the Brookfield Investment (with
Mr. Derek Pannell declaring his interest in the Brookfield
Investment as an officer of Brookfield and abstaining from voting)
and are recommending that unitholders vote FOR the Unitholder
Resolution.
If the resolution is approved, Brookfield's effective interest
in the Partnership may increase from approximately 41% to
approximately 45%. If the resolution is not approved, then the
amount of RPUs and general partner units of Brookfield
Infrastructure to be issued to Brookfield will be reduced so that
the aggregate value of the Brookfield Investment and the LP
Subscription does not exceed $157 million. If the resolution is not
approved, Brookfield's effective interest in the Partnership will
be reduced to approximately 32%. In addition, if the Brookfield
Investment is reduced, Brookfield Infrastructure's participation in
the Transaction will be reduced by the same amount and Brookfield
will participate directly in the Transaction with respect to the
balance.
Brookfield and the Partnership granted the underwriters an
over-allotment option exercisable at any time up to November 25,
2009, to purchase up to an additional 5,325,000 units of the
Partnership at a price per unit of C$15.55. If the underwriters
exercise the over-allotment option, Brookfield shall first have the
option to sell all or any portion of the 4,085,000 units acquired
by Brookfield in the LP Subscription as part of the over-allotment
option and the Partnership will sell the remaining LP Units to the
underwriters up to an aggregate of 5,325,000 LP Units. If the
resolution is approved, and if the underwriters exercise the
over-allotment option, in full or in part, Brookfield will have the
option to purchase such number of additional RPUs and general
partner units that will permit Brookfield to maintain an effective
approximate 45% interest in the Partnership on a fully diluted
basis, provided that the aggregate amount of units of the
Partnership (net of any units sold pursuant to the over-Allotment
option), RPUs and general partner units of Brookfield
Infrastructure purchased by Brookfield shall not exceed $450
million.
Units of the Partnership are not voting securities; however, the
LP Subscription will have the effect of increasing the percentage
of units owned by Brookfield from approximately 41% to
approximately 45%, on a fully-diluted, fully-exchanged basis. As a
result of the LP Subscription, Brookfield will be entitled to
approximately 6.6% of the votes cast on matters requiring the
approval of limited partners of the Partnership. If all of the RPUs
held by Brookfield are exchanged, including all the RPUs purchased
under the Brookfield Investment, then Brookfield would be entitled
to approximately 45% of the votes cast on matters requiring the
approval of limited partners of the Partnership.
Unitholders who have already voted in favour of the resolution
will be deemed to vote in favour of the resolution as it will be
amended at the meeting as described herein and do not need to do
anything as a result of these changes. Unitholders can change their
vote by following the instructions contained in the management
information circular dated October 21, 2009 (the "Circular") and
the proxy card or voting instruction form previously mailed to
unitholders, or by submitting a new proxy card or voting
instruction form.
Unitholders who have not voted may vote by telephone, Internet
or mail using the previously mailed proxy card or voting
instruction form. Unitholders are encouraged to review the Circular
for the full details of matters to be dealt with at the meeting and
vote their proxy FOR all of the proposed resolutions. The cut-off
time for Voting is Sunday, November 15, 2009 at 11:59 pm (EST).
Unitholders requiring additional copies of the Circular or
assistance with voting their units are encouraged to contact the
proxy solicitation agent, Laurel Hill Advisory Group, North
American toll free at 1-888-742-1305; and banks and brokers or
collect calls at 1-917-338-3181. Copies of the meeting materials
can also be accessed on SEDAR at www.sedar.com or on the website of
the U.S. Securities and Exchange Commission at www.sec.gov.
Brookfield Infrastructure Partners L.P. was established by
Brookfield Asset Management to own and operate certain
infrastructure assets on a global basis. Brookfield Infrastructure
operates high quality, long-life assets that generate stable cash
flows, require relatively minimal maintenance capital expenditures
and, by virtue of barriers to entry and other characteristics, tend
to appreciate in value over time. Its current business consists of
the ownership and operation of premier electricity transmission
systems, timberlands and social infrastructure in North and South
America, the United Kingdom and Australia, and it seeks acquisition
opportunities in other infrastructure sectors with similar
attributes. The Partnership's units trade on the New York and
Toronto Stock Exchanges under the symbols BIP and BIP.UN,
respectively. For more information, please visit the Partnership's
website at www.brookfieldinfrastructure.com.
Note: This news release contains statements regarding the public
offering, the issuance to Brookfield, including the intended use of
proceeds and matters to be voted upon at a special meeting of the
unitholders of the Partnership that constitute 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 harbor"
provisions of the United States Private Securities Litigation
Reform Act of 1995 and in any applicable Canadian securities
regulations. The words "will", "may", "tend", "seeks" and other
expressions which are predictions of or indicate future events,
trends or prospects and which do not relate to historical matters
identify the above mentioned and other forward-looking statements.
Forward-looking statements in this news release include statements
regarding the public offering, the issuance to Brookfield,
including the intended use of proceeds and matters to be voted upon
at a special meeting of the unitholders of the Partnership.
Although the Partnership believes that these forward-looking
statements and information are based upon reasonable assumptions
and expectations, the reader should not place undue reliance on
them, or any other forward looking statements or information in
this news release. The future performance and prospects of the
Partnership and Brookfield Infrastructure are subject to a number
of known and unknown risks and uncertainties. Factors that could
cause actual results of the Partnership and Brookfield
Infrastructure to differ materially from those contemplated or
implied by the statements in this news release include general
economic conditions in the United States and elsewhere, which may
impact the markets for timber, the market for electricity
transmission in Chile and related regulatory developments, the fact
that success of the Partnership is dependent on market demand for
an infrastructure company, which is unknown, the availability of
equity and debt financing for Brookfield Infrastructure, the
ability to effectively complete new acquisitions in the competitive
infrastructure space and to integrate acquisitions into existing
operations, and other risks and factors described in the documents
filed by the Partnership with the securities regulators in Canada
and the United States including under "Risk Factors" in the
Partnership's most recent Annual Report on Form 20-F and other
risks and factors that are described therein. Except as required by
law, the Partnership undertakes no obligation to publicly update or
revise any forward-looking statements or information, whether as a
result of new information, future events or otherwise.
For more information, please contact: Investors: Michael Botha
Senior Vice President, Finance Brookfield Asset Management Inc.
Tel: 416-359-7871 Email: Email Contact
Grafico Azioni Brookfield Asset Managem... (TSX:BAM)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Brookfield Asset Managem... (TSX:BAM)
Storico
Da Dic 2023 a Dic 2024