12.07.2015 Views

FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

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elieve are necessary for the carrying out of our business would be unduly limited due to their concern aboutpotential liability.Canadian Securities Law ExemptionsMI 61-101 provides a number of circumstances in which a transaction between an issuer and a relatedparty may be subject to valuation and minority approval requirements. An exemption from such requirements isavailable when the fair market value of the transaction is not more than 25% of the market capitalization of theissuer. Our company intends to apply for exemptive relief from the requirements of MI 61-101 that, subject tocertain conditions, would permit it to be exempt from the minority approval and valuation requirements fortransactions that would have a value of less than 25% of our company’s market capitalization if <strong>Brookfield</strong>’sindirect equity interest in our company, through its ownership of Redemption-Exchange Units, were included inthe calculation of our company’s market capitalization. As a result, the 25% threshold above which the minorityapproval and valuation requirements would apply would be increased to include the indirect interest in ourcompany held by <strong>Brookfield</strong> through its ownership of the Redemption-Exchange Units of the <strong>Property</strong><strong>Partners</strong>hip. See Item 7.B. “Major Shareholders and Related Party Transactions — Related Party Transactions —Relationship with <strong>Brookfield</strong> — Conflicts of Interest and Fiduciary Duties” above.OUR MASTER SERVICES AGREEMENTThe Service Recipients have entered into a Master Services Agreement pursuant to which the Managershave agreed to provide or arrange for other service providers to provide management and administration servicesto our company and the other Service Recipients.The following is a summary of certain provisions of our Master Services Agreement and is qualified in itsentirety by reference to all of the provisions of the agreement. Because this description is only a summary of ourMaster Services Agreement, it does not necessarily contain all of the information that you may find useful. Wetherefore urge you to review our Master Services Agreement in its entirety. Copies of our Master ServicesAgreement will be available electronically on the website of the SEC at www.sec.gov and on our SEDAR profileat www.sedar.com and will be made available to our unitholders as described under Item 10.C. “AdditionalInformation — Material Contracts” and Item 10.H. “Documents on Display”.Appointment of the Managers and Services RenderedUnder our Master Services Agreement, the Service Recipients have appointed the Managers, as theservice providers, to provide or arrange for the provision by an appropriate service provider of the followingservices:• causing or supervising the carrying out of all day-to-day management, secretarial, accounting,banking, treasury, administrative, liaison, representative, regulatory and reporting functions andobligations;• providing overall strategic advice to the Holding Entities including advising with respect to theexpansion of their business into new markets;• supervising the establishment and maintenance of books and records;• identifying, evaluating and recommending to the Holding Entities acquisitions or dispositions fromtime to time and, where requested to do so, assisting in negotiating the terms of such acquisitions ordispositions;• recommending and, where requested to do so, assisting in the raising of funds whether by way ofdebt, equity or otherwise, including the preparation, review or distribution of any prospectus oroffering memorandum in respect thereof and assisting with communications support in connectiontherewith;130

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