Exhibit (a)(1)(E)
THIS IS NOT A LETTER OF TRANSMITTAL
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF EXCHANGEABLE LIMITED PARTNERSHIP UNITS OF
BROOKFIELD OFFICE PROPERTIES EXCHANGE LP
ON AN AS EXCHANGED BASIS
Pursuant to the Offer to Purchase by Brookfield Property Partners L.P. Dated February 11, 2019
THE OFFER EXPIRES AT 5:00 P.M. (EASTERN TIME) ON MARCH 25, 2019,
UNLESS THE OFFER IS TERMINATED, EXTENDED OR VARIED.
In accordance with the terms of the exchangeable limited partnership units (the “Exchange LP Units”) of Brookfield Office Properties Exchange LP (“Exchange LP”), the holders of Exchange LP Units (“Exchange LP Unitholders”) will be permitted to participate in the Offer (as defined below) by tendering their Exchange LP Units on an as exchanged basis. Exchange LP Unitholders tendering their Exchange LP Units on an as exchanged basis will be deemed to have requested that a sufficient number of such holder’s Exchange LP Units be exchanged as of the Expiration Time (as defined in the Offer to Purchase) for the number of underlying limited partnership units (the “Units”) of Brookfield Property Partners L.P. (“BPY”) to be purchased under the Offer, unless a notice of withdrawal in writing is received by AST Trust Company (Canada) (the “Depositary”) at the place of deposit of the relevant Exchange LP Units by the dates specified under “Withdrawal Rights” of the accompanying issuer bid circular (the “Circular”). In respect of Exchange LP Units that are tendered in the Offer on an as exchanged basis, BPY will return all Exchange LP Units in respect of which underlying Units (that would have been issued upon a conversion as of the Expiration Date of the Offer) are not purchased under the Offer, including Units deposited pursuant to Auction Tenders at prices greater than the Purchase Price and Units not purchased because of pro-ration. The consideration payable to the Exchange LP Unitholders deposited on an as exchanged basis will be determined on the basis of the number of underlying Units that are issued upon the conversion of such Exchange LP Units as of the Expiration Time of the Offer and purchased under the Offer. See “Offer to Purchase — The Offer” of the accompanying Offer to Purchase (as defined below). Alternatively, holders of Exchange LP Units can also participate in the Offer by exchanging all or part of their Exchange LP Units prior to the Expiration Time and subsequently depositing the underlying Units in the Offer.
As set forth in the Offer to Purchase (as defined below), this Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to tender Exchange LP Units of Exchange LP on an as exchanged basis pursuant to the Offer (as defined below) if certificates for these Exchange LP Units are not immediately available or time will not permit all documents required by the Letter of Transmittal (as defined below) to reach the Depositary by the Expiration Time. This Notice of Guaranteed Delivery may be hand delivered, couriered, mailed or transmitted by facsimile transmission to the office of the Depositary set forth below.
TO: |
| Brookfield Property Partners L.P. and Brookfield Office Properties Exchange LP |
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AND TO: |
| AST Trust Company (Canada), as depositary |
Offices of the Depositary, AST Trust Company (Canada), as depositary, for this Offer:
By Mail (Except Registered Mail) | By Registered Mail, Hand or Courier | By Facsimile Transmission |
AST Trust Company (Canada) | AST Trust Company (Canada) | Fax: (514) 985-8845 |
P.O. Box 1036 | 1 Toronto Street |
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Adelaide Street Postal Station | Suite 1200 |
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Toronto, Ontario | Toronto, Ontario |
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M5C 2K4 | M5C 2V6 |
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Attention: Corporate Actions | Attention: Corporate Actions |
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Delivery of this Notice of Guaranteed Delivery to an address, or transmission of this Notice of Guaranteed Delivery to a facsimile number, other than as set forth above, does not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined below), such signature must appear in Box I — “Signature Guarantee” in the Letter of Transmittal. The terms and conditions of the Offer are incorporated by reference in this Notice of Guaranteed Delivery. Capitalized terms used and not defined in this Notice of Guaranteed Delivery have the meanings ascribed to them in the Offer to Purchase that accompanies this Notice of Guaranteed Delivery. In the case of any inconsistency between the terms of this Notice of Guaranteed Delivery and the Offer to Purchase, the terms of the Offer to Purchase shall prevail.
The undersigned hereby tenders to BPY, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 11, 2019 (the “Offer to Purchase”), the Circular included therein, the related letter of transmittal (the “Letter of Transmittal”) and this notice of guaranteed delivery (the “Notice of Guaranteed Delivery”) (which together constitute the “Offer”), receipt of which is hereby acknowledged, the number of Exchange LP Units on an as exchanged basis indicated below pursuant to the guaranteed delivery procedure set forth in the Offer to Purchase under “Procedure for Tendering Units”. The undersigned agrees that the tender information specified in this Notice of Guaranteed Delivery will, in all circumstances, take precedence over the tender information that is specified in the related Letter of Transmittal that is subsequently deposited.
Certificate Number(s) |
| Number of Exchange LP Units |
| Name & Address of Exchange LP Unitholder |
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DO NOT SEND EXCHANGE LP UNIT CERTIFICATES WITH THIS FORM
The Eligible Institution which completes this Notice of Guaranteed Delivery must send the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Exchange LP Units to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
BOX A
TYPE OF TENDER
Check only one box. If more than one box is checked or if no box is checked, all Exchange LP Units identified above will be deemed to have been tendered pursuant to the Purchase Price Tender. Exchange LP Units are being tendered hereby pursuant to:
o An Auction Tender (Please complete Box B) | o A Purchase Price Tender (Please complete Box C) |
BOX B
AUCTION TENDER
PRICE (IN U.S. DOLLARS) PER UNIT UNDERLYING THE EXCHANGE LP UNITS BEING TENDERED ON AN AS EXCHANGED BASIS
This box MUST be completed if Exchange LP Units are being tendered pursuant to an Auction Tender.
Check the appropriate box to indicate the Auction Tender price. Check only one box. If more than one box is checked or if no box is checked, all Exchange LP Units identified above will be deemed to have been tendered pursuant to the Purchase Price Tender.
If portions of Exchange LP Unitholdings on an as exchanged basis are being tendered at different prices, use a separate Letter of Transmittal for each price specified. See Instruction 5 of the Letter of Transmittal.
o US$19.00 | o US$20.20 |
o US$19.10 | o US$20.30 |
o US$19.20 | o US$20.40 |
o US$19.30 | o US$20.50 |
o US$19.40 | o US$20.60 |
o US$19.50 | o US$20.70 |
o US$19.60 | o US$20.80 |
o US$19.70 | o US$20.90 |
o US$19.80 | o US$21.00 |
o US$19.90 |
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o US$20.00 |
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o US$20.10 |
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BOX C
PURCHASE PRICE TENDER
This box MUST be completed if Exchange LP Units are being tendered pursuant to a Purchase Price Tender.
The undersigned either (check one):
o is tendering on an as exchanged basis Exchange LP Units beneficially owned by the undersigned; or
o is a broker, dealer, commercial bank, trust company or other nominee that is tendering, for the beneficial owners thereof, on an as exchanged basis, Exchange LP Units with respect to which it is the owner of record (list attached).
BOX D
ODD LOTS
To be completed ONLY if Exchange LP Units are being tendered by or on behalf of persons beneficially owning Exchange LP Units exchangeable into an aggregate of fewer than 100 Units at the Expiration Time. See Instruction 6 of the Letter of Transmittal.
The undersigned either (check one):
o will be the beneficial owner of an aggregate of fewer than 100 underlying Units at the Expiration Time, and all of the Exchange LP Units of which the undersigned is a beneficial owner are tendered; or
o is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owners thereof, Exchange LP Units with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner will own an aggregate of fewer than 100 underlying Units at the Expiration Time and is tendering all its Exchange LP Units.
Dated: | Telephone (Business Hours): | Signature: |
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GUARANTEE (Not to be used for signature guarantees)
The undersigned, a Canadian Schedule I chartered bank, a Canadian trust company, a member firm of a recognized stock exchange in Canada or a U.S. financial institution (including most U.S. banks, savings and loan associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program (STAMP), the New York Stock Exchange Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP) (each such entity, an “Eligible Institution”), guarantees to deliver to the Depositary, at its address set forth above, the certificate(s) representing the Units tendered hereby, in proper form for transfer, with delivery of a properly completed and duly executed Letter of Transmittal (or manually signed photocopy thereof) and any other required documents, on or before 5:00 p.m., Eastern time, on or before the second Trading Day after the Expiration Time. As used herein, a “Trading Day” means a day on which trading occurs on the Toronto Stock Exchange and the Nasdaq Stock Market.
Name of Firm: |
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Address of Firm: |
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(Postal Code or Zip Code) |
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Area Code and Telephone No.: |
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