Brookfield Properties will be shortly mailing its information circular to shareholders containing some modifications to the previously announced proposal to create a Canadian office real estate investment trust, to be named Brookfield Office Properties Canada.

After consultation with a number of interested parties, Brookfield Office Properties Canada has agreed to pay USD100m of the purchase price for Brookfield Properties' interest in Brookfield Place in cash instead of solely through the assumption of debt and units in the new Reit, as originally announced.

The remainder of the purchase price will be paid by the assumption of debt and units valued at approximately USD20.90 per unit.

In light of this change, Brookfield Office Properties Canada will not pay the previously announced special distribution to unitholders on closing of the transaction.

The impact of the above cash payment is a reduction in the number of units outstanding by approximately five million to 93 million and an increase in expected funds from operations available to unitholders on an annualized basis in 2010 to USD1.27 per unit from USD1.20 per unit.

In addition, Brookfield Office Properties Canada's monthly distributions commencing on closing of the transaction as modified will increase to USD0.07 per unit, or USD0.84 per unit on an annualized basis.

On closing of the transaction, Brookfield Properties and its affiliates, which currently hold approximately 89.7 per cent of Brookfield Properties' common equity, will hold in aggregate an equity interest in Brookfield Office Properties Canada of approximately 90.6 per cent, including the consideration Brookfield Properties is receiving for the sale of Brookfield Place.

As a result of Brookfield Properties' ownership of equity interests in the Reit of more than 90 per cent, under applicable Canadian securities laws it would be possible for Brookfield Properties to initiate a privatisation of the Reit and certain related party transactions without seeking the approval of the minority unitholders.

Brookfield Properties has agreed that following closing it will not initiate any such privatisation or related party transaction without minority approval. This undertaking will terminate in the future if Brookfield Properties and its affiliates hold in aggregate an equity interest in Brookfield Office Properties Canada of 75 per cent or less for a period of 12 months.