SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Western Wind Energy Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
95988Q108
(CUSIP Number)
Jane Sheere
Brookfield Renewable Energy Partners L.P.
73 Front Street, 5th Floor, Hamilton HM 12, Bermuda
Telephone: 441-295-1443
Copy to:
Andrew J. Beck
Torys LLP
1114 Avenue of the Americas
New York, NY 10036
Telephone: 212-880-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 23, 2012
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 11 Pages)
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SCHEDULE 13D
| CUSIP No. 95988Q108 | Page 2 of 11 Pages |
| 1 | Names of Reporting Persons
BROOKFIELD RENEWABLE ENERGY PARTNERS L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
BK | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
BERMUDA | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
11,324,3501 2 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
11,324,3501 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,324,350 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
16.4% | |||||
14 | Type of Reporting Person
PN | |||||
| 1 | See Item 5(a)-(b) below. |
| 2 | Brookfield Renewable Energy Partners L.P. owns these common shares of Western Wind Energy Corp. through its wholly-owned indirect subsidiary, WWE Equity Holdings Inc. |
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SCHEDULE 13D
| CUSIP No. 95988Q108 | Page 3 of 11 Pages |
| 1 | Names of Reporting Persons
BROOKFIELD ASSET MANAGEMENT INC. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
AF | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
ONTARIO, CANADA | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
11,324,3503 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
11,324,3502 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,324,350 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
16.4% | |||||
14 | Type of Reporting Person
CO | |||||
| 3 | See Item 5(a)-(b) below. |
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SCHEDULE 13D
| CUSIP No. 95988Q108 | Page 4 of 11 Pages |
| 1 | Names of Reporting Persons
PARTNERS LIMITED | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
AF | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
ONTARIO, CANADA | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
11,324,3504 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
11,324,3503 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,324,350 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
16.4% | |||||
14 | Type of Reporting Person
CO | |||||
| 4 | See Item 5(a)-(b) below. |
4
Explanatory Note
This Amendment No. 1 to the statement on Schedule 13D (this “Amendment No. 1”) amends and supplements the statement originally filed on September 7, 2012 (the “Schedule 13D”) by Brookfield Asset Management Inc., an Ontario corporation (“Brookfield”), Partners Limited, an Ontario corporation (“Partners”), and Brookfield Renewable Energy Partners L.P., a Bermudian exempted limited partnership (“Brookfield Renewable” and, collectively with Brookfield and Partners, the “Reporting Persons”), and relates to the common shares (the “Common Shares”) of Western Wind Energy Corp., a British Columbia corporation (“Western Wind”). This Amendment No. 1 hereby amends and supplements the Schedule 13D as set forth below.
Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D and, unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof.
On October 16, 2012, Brookfield Renewable acquired the Additional Purchased Shares. On November 29, 2012, Brookfield Renewable exercised its right to acquire Common Shares pursuant to the Purchased Warrants.
The Reporting Persons estimate that the aggregate consideration that would be required to acquire the Common Shares in the Proposed Transaction (as defined below) would be approximately C$160,000,000. Brookfield Renewable has a committed unsecured revolving credit facility available which will provide sufficient funds to finance the Proposed Transaction.
See Item 4.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented in its entirety.
On November 23, 2012, Brookfield Renewable issued a press release (the “Press Release”) announcing its intent, through its wholly-owned indirect subsidiary, WWE Equity Holdings Inc., to acquire all of the outstanding Common Shares that it and its affiliates did not already own for C$2.50 per Common Share in cash (the “Proposed Transaction”). The Reporting Persons are filing a copy of the Press Release, which is incorporated by reference into this Item 4, with this Amendment No. 1 as Exhibit No. 5.
The Proposed Transaction may result in one or more of the actions specified in clauses (a)–(j) of Item 4 of Schedule 13D, including, without limitation, the acquisition of additional securities of Western Wind, a merger or other extraordinary transaction involving Western Wind, the removal of the Common Shares from the OTCQX and the Common Shares becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.
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Brookfield Renewable reserves the right to modify or withdraw the Proposed Transaction at any time.
This Amendment No. 1 is not an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through separate materials filed with the Securities and Exchange Commission (the “SEC”). Holders of the Common Shares will be able to obtain such documents free of charge at the SEC’s website, www.sec.gov. Holders of the Common Shares will also be able to obtain the documents filed by Brookfield Renewable with the SEC (for a fee) from Canadian Stock Transfer Company Inc., by calling 1-800-387-0825 or emailinginquiries@canstockta.com, or from CST Phoenix Advisors, by calling 1-800-336-5159 or emailinginquiries@phoenixadvisorscst.com.
See Item 3 and Item 5.
| Item 5. | Interest in Securities of the Issuer. |
| (a)-(b) | As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 11,324,350 Common Shares, which represent approximately 16.4% of the issued and outstanding Common Shares. | |
| The Common Shares are directly held by WWE Equity Holdings Inc., which is an indirect subsidiary of Brookfield Renewable. Brookfield (through its wholly-owned subsidiary, Brookfield Renewable Power Inc.) effectively holds approximately 68% of Brookfield Renewable on a fully-exchanged basis. | ||
| Each Reporting Person may be deemed to have shared power to vote or direct the vote of the Common Shares beneficially owned by it or to dispose or direct the disposition of such Common Shares. | ||
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| Item 7. | Material to be Filed as Exhibits. |
| Exhibit 1* | Securities Purchase Agreement between a certain investment fund by its manager GCIC Ltd. and BRP Holdings, dated as of August 28, 2012 | |
| Exhibit 2* | Securities Purchase Agreement between a certain investment fund by its manager GCIC US Ltd. and BRP Holdings, dated as of August 28, 2012 | |
| Exhibit 4* | Securities Purchase Agreement between a certain investment fund by its manager GCIC Ltd. and BRP Holdings, dated as of October 16, 2012 | |
| Exhibit 5 | Press Release dated November 23, 2012 (incorporated by reference to Exhibit No. 1 to the Schedule 14D1-F dated November 26, 2012 filed by Brookfield Renewable Energy Partners L.P.) | |
| * | Portions of this exhibit have been omitted pursuant to a request for confidential treatment. |
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SIGNATURE
After reasonable inquiry and to the best of each undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: December 3, 2012
| BROOKFIELD ASSET MANAGEMENT INC. | ||
| By: | /s/ A.J. Silber | |
| Name: A.J. Silber | ||
| Title: VP, Legal Affairs and Corporate | ||
| PARTNERS LIMITED | ||
| By: | /s/ Loretta Corso | |
| Name: Loretta Corso | ||
| Title: Secretary | ||
BROOKFIELD RENEWABLE ENERGY PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED | ||
| By: | /s/ Jane Sheere | |
| Name: Jane Sheere | ||
| Title: Secretary | ||
SCHEDULE I
Brookfield Asset Management Inc.
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
| Jack L. Cockwell, Director | c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Group Chairman of Brookfield | Canada | |||
| Marcel R. Coutu, Director | Canadian Oil Sands Limited, 2500 First Canadian Centre, 350 — 7th Ave. S.W., Calgary, Alberta T2P 3N9, Canada | President and Chief Executive Officer of Canadian Oil Sands Limited | Canada | |||
| J. Trevor Eyton, Director | c/o 130 Adelaide Street W., Suite 3303, Toronto, Ontario M5H 3P5, Canada | Corporate Director of Brookfield | Canada | |||
| J. Bruce Flatt, Senior Managing Partner, Chief Executive Officer and Director | 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada | Senior Managing Partner and Chief Executive Officer of Brookfield | Canada | |||
| Robert J. Harding, Director | Brookfield Asset Management Inc, 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada | Chairman — Brookfield Global Infrastructure Advisory Board; Corporate Director of Brookfield | Canada | |||
| Maureen Kempston Darkes, Director | c/o 21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A2, Canada | Formerly GM Group Vice-President | Canada | |||
| David W. Kerr, Director | c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director of Brookfield | Canada | |||
| Lance Liebman, Director | Columbia Law School, 435 West 116th Street, New York, New York 10027 — 7297, U.S.A. | William S. Beinecke Professor of Law | U.S.A | |||
| Philip B. Lind, Director | Rogers Communications Inc., 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada | Vice-Chairman of Rogers Communications Inc. | Canada | |||
| Frank J. McKenna, Chairman of the Board of Directors | TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada | Deputy Chair of TD Bank Group | Canada | |||
| Jack M. Mintz, Director | University of Calgary, 906 — 8th Avenue S.W., 5th Floor, Calgary, Alberta T2P 1H9, Canada | Director and Palmer Chair, School of Public Policy | Canada | |||
| Youssef A. Nasr, Director | P.O. Box 16 5927, Beirut, Lebanon | Formerly Chief Executive Officer of HSBC Bank Middle East Limited | Lebanon and U.S.A | |||
| James A. Pattison, Director | The Jim Pattison Group, 1800 — 1067 West Cordova Street, Vancouver, B.C. V6C 1C7, Canada | Chairman, President and Chief Executive Officer of The Jim Pattison Group | Canada | |||
| Diana L. Taylor, Director | Wolfensohn & Company LLC, 1350 Avenue of the Americas, Suite 2900, New York, N.Y. 10019 | Managing Director of Wolfensohn & Company LLC | U.S.A. | |||
| George S. Taylor, Director | R.R. #3, 4675 Line 3, St. Marys, Ontario N4X 1C6, Canada | Corporate Director | Canada | |||
| Ngee H. Seek | GIC Pte Ltd. 168 Robinson Road #37 — 01 Capital Tower Singapore 068912 | Advisor to GIC Real Estate Pte. Ltd. | Singapore | |||
9
SCHEDULE II
Partners Limited
Name and Position of Officer or Director | Principal Business | Principal Occupation or | Citizenship | |||
| Gordon E. Arnell, Director | c/o 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3 | Chairman of Brookfield Office Properties Inc. | Canada | |||
| Jack L. Cockwell | c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Group Chairman of Brookfield | Canada | |||
| Robert J. Harding | Brookfield Asset Management Inc, 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada | Chairman — Brookfield Global Infrastructure Advisory Board; Corporate Director of Brookfield | Canada | |||
| David W. Kerr, Director | c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada | |||
| Edward C. Kress | c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada | |||
| Timothy R. Price | c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Chairman, Brookfield Funds | Canada | |||
10
SCHEDULE III
Brookfield Renewable Partners Limited
Name and Position of Officer or Director | Principal Business | Principal Occupation or | Citizenship | |||
| Jeffrey Blidner, Chairman of the Board of Directors | Brookfield Asset Management Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3 | Senior Managing Partner of Brookfield Asset Management | Canada | |||
| Eleazar de Carvalho Filho, Director | Rua Tucuma 217 - Apt. 101 Jardim Europa, Sao Paulo, SP Brazil 01455-011 | Founder and Corporate Director of Virtus BR Partners | Brazil | |||
| John Van Egmond, Director | 6900 N Ozona Drive Tucson, AZ 8578 | Financial consultant with Ozona Corporation | U.S.A. | |||
| David Mann, Director | 50 McCurdy Drive Chester, NS B0J 1J0 | Counsel at Cox & Palmer | Canada | |||
| Lou Maroun, Director | Dill Lane, Full Fathoms Devonshire, Bermuda DV07 | Executive Chairman of Sigma Real Estate Advisors/Sigma Capital Corporation | Bermuda | |||
| Patricia Zuccotti, Director | 4612 105th Avenue NE Kirkland, WA 98033 | Corporate Director | U.S.A. | |||
| Harry Goldgut, Group Chairman | Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3 | Senior Managing Partner of Brookfield | Canada | |||
| Richard Legault, President and Chief Executive Officer | 1700 - 180 Kent Street Ottawa, ON K1P 0B6 | President and Chief Executive Officer of the Managing General Partner | Canada | |||
| Jeff Rosenthal, Chief Operating Officer | 1700 - 180 Kent Street Ottawa, ON K1P 0B6 | Chief Operating Officer of the Managing General Partner | Canada | |||
| Sachin Shah, Chief Financial Officer | 1700 - 180 Kent Street Ottawa, ON K1P 0B6 | Chief Financial Officer of the Managing General Partner | Canada | |||
| Donald Tremblay, Executive Vice President | 1700 - 180 Kent Street Ottawa, ON K1P 0B6 | Executive Vice President of the Managing General Partner | Canada | |||
| Lars Josefsson, Director | Odengatan 33, 113 51 Stockholm, Sweden | Corporate director | Sweden | |||
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