The Securities Commission granted exemptive relief to Brookfield Property Partners L.P. (Brookfield Property Partners) and Brookfield Property Preferred L.P. (the Issuer) from various continuous disclosure, certification, insider reporting, audit committee, corporate governance, and prospectus disclosure requirements under Ontario securities legislation. This relief was sought to facilitate the issuance of Class A Cumulative Redeemable Preferred Units (New LP Preferred Units) by the Issuer, which will be guaranteed by Brookfield Property Partners and other related entities.
The relief was necessary because the Issuer, Brookfield Property Partners, and the Holding LP are partnerships, and Brookfield Property Partners satisfies its continuous disclosure obligations by complying with U.S. federal securities law, as permitted under National Instrument 71-102. This meant they could not directly rely on the exemption for credit support issuers in applicable securities legislation.
The Commission’s decision to grant relief was contingent on several conditions, including that Brookfield Property Partners and the Issuer continue to satisfy specific conditions set out in subsection 13.4(2.1) of National Instrument 51-102, and that the Issuer becomes an electronic filer on SEDAR prior to issuing New LP Preferred Units to the public.
The decision was based on the understanding that the Issuer and Brookfield Property Partners would treat Brookfield Property Partners as a parent credit supporter and the New LP Preferred Units as designated credit support securities, complying with the conditions in section 13.4(2.1) of National Instrument 51-102 that apply to such entities.
The exemptive relief was granted under the following legislative provisions: Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii); National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.4 and 8.1(2); Form 44-101F1 Short Form Prospectus, ss. 6.1, 11.1(1), 12.1 and 13.3; National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4; National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, ss. 8.5 and 8.6; National Instrument 52-110 Audit Committees, ss. 1.2(g) and 8.1; National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1; National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2).