SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
1
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) of Amendment No. 1 to the Schedule 13D filed by the reporting persons on December 4, 2012. |
| 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. |
2
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) of Amendment No. 1 to the Schedule 13D filed by the reporting persons on December 4, 2012. |
3
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) of Amendment No. 1 to the Schedule 13D filed by the reporting persons on December 4, 2012. |
4
Explanatory Note
This Amendment No. 2 to the statement on Schedule 13D (this “Amendment No. 2”) amends and supplements the statement originally filed on September 7, 2012 and amended on December 4, 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. 2 hereby amends and supplements the Schedule 13D as set forth below to reflect that the Reporting Persons have withdrawn certain of their confidential treatment requests with respect to Exhibits 1, 2 and 4.
Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.
5
| 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 | |
| * | Portions of this exhibit have been omitted pursuant to a request for confidential treatment. |
6
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 19, 2012
| BROOKFIELD ASSET MANAGEMENT INC. | ||
| By: | /s/ A.J. Silber | |
| Name: A.J. Silber | ||
| Title: VP, Legal Affairs | ||
| PARTNERS LIMITED | ||
| By: | /s/ Loretta M. Corso | |
| Name: Loretta M. 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 | ||
