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

esidency status and entitlement to the treaty benefits can be established. In determining the rate of Canadianfederal withholding tax applicable to amounts paid by Holding Entities to the Property Partnership, the BPYGeneral Partner and the Property General Partner expect the Holding Entities to look-through the PropertyPartnership and our company to the residency of the partners of our company (including partners who areresidents of Canada) and to take into account any reduced rates of Canadian federal withholding tax thatNon-Canadian Limited Partners may be entitled to under an applicable income tax treaty or convention in orderto determine the appropriate amount of Canadian federal withholding tax to withhold from dividends or interestpaid to the Property Partnership. However, there can be no assurance that the CRA would apply its administrativepractice in this context. Under the Treaty, a Canadian resident payer is required in certain circumstances to lookthoughfiscally transparent partnerships, such as our company and the Property Partnership, to the residency andtreaty entitlements of their partners and take into account the reduced rates of Canadian federal withholding taxthat such partners may be entitled to under the Treaty.Bermuda Tax ConsiderationsIn Bermuda there are no taxes on profits, income or dividends, nor is there any capital gains tax, estateduty or death duty. Profits can be accumulated and it is not obligatory to pay dividends. As “exemptedundertakings”, exempted partnerships and overseas partnerships are entitled to apply for (and will ordinarilyreceive) an assurance pursuant to the Exempted Undertakings Tax Protection Act 1966 that, in the event thatlegislation introducing taxes computed on profits or income, or computed on any capital asset, gain orappreciation, is enacted, such taxes shall not be applicable to the partnership or any of its operations untilMarch 31, 2015. Such an assurance may include the assurance that any tax in the nature of estate duty orinheritance tax shall not be applicable to the units, debentures or other obligations of the partnership.Exempted partnerships and overseas partnerships fall within the definition of “international businesses”for the purposes of the Stamp Duties (International Businesses Relief) Act 1990, which means that instrumentsexecuted by or in relation to an exempted partnership or an overseas partnership are exempt from stamp duties(such duties were formerly applicable under the Stamp Duties Act 1976). Thus, stamp duties are not payableupon, for example, an instrument which effects the transfer or assignment of a unit in an exempted partnership oran overseas partnership, or the sale or mortgage of partnership assets; nor are they payable upon the partnershipcapital.10.F. DIVIDENDS AND PAYING AGENTSDistribution PolicyThe BPY General Partner has sole authority to determine whether our company will make distributionsand the amount and timing of these distributions. The BPY General Partner has adopted a distribution policypursuant to which our company intends to make quarterly cash distributions in an initial amount currentlyanticipated to be approximately $1.00 per unit on an annualized basis, which initially represents an estimateddistribution yield of approximately 4% of IFRS Value. We will target an initial pay-out ratio of approximately80% of FFO. See Item 5.A. “Operating and Financial Review and Prospects — Operating Results —Performance Measures” for a discussion of FFO. We will initially pursue a distribution growth rate target in therange of 3% to 5% annually. Our company, the Property Partnership or one or more Holding Entities may (butnone is obligated to) borrow money in order to obtain sufficient cash to make a distribution.From time to time our distributions may exceed the above percentages as a result of acquisitions that areattractive on a long-term cash flow and/or total return basis but are not immediately accretive to FFO. Ourcompany’s ability to make distributions will depend on our company receiving sufficient distributions from theProperty Partnership, which in turn depend on the Property Partnership receiving sufficient distributions from theHolding Entities, and we cannot assure you that our company will in fact make cash distributions as intended. Inparticular, the amount and timing of distributions will depend upon a number of factors, including, among others,186