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GATINEAU, QC, Feb. 18 /CNW Telbec/ - (BRC.UN) - Brookfield Renewable Power Fund (the "Fund") today announced that the Corporation (as defined below) will issue in Canada a total of 7 million Class A Preference Shares, Series 1 (the "Series 1 Preferred Shares") guaranteed by the Fund, at a price of $25.00 per share, for aggregate gross proceeds of $175 million, on a bought deal basis to a syndicate of underwriters in Canada led by Scotia Capital Inc., CIBC, RBC Capital Markets and TD Securities Inc.
The holders of Series 1 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.3125 per share, payable quarterly, as and when declared by the Board of Directors of Brookfield Renewable Power Preferred Equity Inc. (the "Corporation"), a wholly-owned subsidiary of the Fund. The Series 1 Preferred Shares will yield 5.25% annually at the issue price, for the initial five-year period ending April 30, 2015 with the first dividend payment date scheduled for April 30, 2010, based on an anticipated closing date of March 10, 2010. The dividend rate will reset on April 30, 2015 and every five years thereafter at a rate equal to the then five-year Government of Canada Bond yield plus 2.62%. The Series 1 Preferred Shares are redeemable on or after April 30, 2015.
The holders of Series 1 Preferred Shares will have the right to convert their shares into Class A Preference Share, Series 2 (the "Series 2 Preferred Shares"), subject to certain conditions, on April 30, 2015 and on April 30 of every fifth year thereafter. The holders of Series 2 Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors, at a rate equal to the then three month Government of Canada Treasury Bill yield plus 2.62%.
The Corporation has granted the underwriters an over-allotment option exercisable up to 30 days after closing to purchase up to an additional 1.05 million Series 1 Preferred Shares at the issue price on the same terms, for additional gross proceeds of up to $26.25 million.
The Corporation intends to lend the net proceeds of the offering to the Fund, which will repay in whole or in part the $200 million promissory note issued to Brookfield Renewable Power Inc. ("BRPI") in connection with the Fund's acquisition of substantially all of BRPI's Canadian power generating assets in August 2009.
The Fund has previously announced its intention to convert to a corporation on or before January 1, 2011. It is expected that the Corporation will become the successor of the Fund through the conversion. If the Corporation does not become the successor, the successor entity will assume all the obligations of the Fund including those related to the Series 1 and Series 2 Preferred Shares.
The Series 1 and Series 2 Preferred Shares will be offered to the public in Canada pursuant to a short form prospectus that will be filed with securities regulatory authorities in each of the provinces of Canada. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor will there be any sale of these securities, in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements and information within the meaning of the Canadian securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements in this press release include statements regarding the issuance of preferred shares of the Corporation and the use of proceeds, the anticipated date of closing and the expected conversion of the Fund to a corporation on or prior to January 1, 2011. Forward-looking statements can be identified by the use of words such as "will", "intends", "expected", or variations of such words and phrases. Although the Fund believes that the Fund's anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, it can give no assurance that such expectations will prove to have been correct. The reader should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Fund to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to changes in hydrology and wind conditions; equipment failure; failure by counterparties to fulfill contractual obligations and failure by the Fund to replace contracts; the Fund's dependence on Brookfield Renewable Power Inc. and potential conflicts of interest between Brookfield Renewable Power Inc., Brookfield Asset Management Inc. and the Fund; failure by the Fund to discover liabilities associated with, and inability of the Fund to successfully integrate, acquisitions; risks associated with the Fund's proposed conversion to a corporation; an inability of the Fund to execute its growth strategy; and other risks and factors detailed from time to time in the Fund's public filings including the Annual Information Form dated March 20, 2009 under the heading "Risk Factors" and Management Discussion and Analysis of Financial Results for the fiscal year ended December 31, 2009 under the headings "Business Environment" and "Risk Factors". We caution that the foregoing list of important factors that may affect future results is not exhaustive. Except as required by law, the Fund undertakes no obligation to publicly update or revise any forward looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.
About Brookfield Renewable Power Fund
Brookfield Renewable Power Fund (www.brpfund.com) is a premier Canadian income fund and one of the largest power income funds in North America with more than 1,600 megawatts of power generating capacity and average annual production exceeding 6,350 gigawatt hours.
The Fund produces electricity exclusively from environmentally friendly and renewable resources. The Fund indirectly owns or holds interests in 42 high quality hydroelectric generating stations and one wind farm in four distinct geographic regions across North America: Quebec, Ontario, British Columbia and New England.
Brookfield Renewable Power Inc., which comprises all of the power operations of Brookfield Asset Management, owns 50.01% of the Fund's outstanding units on a fully-exchanged basis.
The Units are listed for trading on the TSX under the symbol BRC.UN.
SOURCE BROOKFIELD RENEWABLE POWER FUND
For further information: For further information: please visit www.brpfund.com or contact: Zev Korman, Director, Investor Relations and Communications, Brookfield Renewable Power Fund, (416) 359-1955, firstname.lastname@example.org