Brookfield Reinsurance Announces Timing of Special General Meeting
September 23 2022 - 4:25PM
Brookfield Reinsurance (NYSE, TSX: BAMR) (“Brookfield Reinsurance”
or the “Company”) announced today that a special general meeting of
its shareholders has been called for November 9, 2022.
Background – Brookfield Arrangement
Brookfield Asset Management Inc. (“Brookfield”)
announced earlier today that its Board of Directors has unanimously
approved the transaction for the public listing and distribution of
a 25% interest in its asset management business, through Brookfield
Asset Management Ltd. (the “Manager”) pursuant to a plan of
arrangement (the “Brookfield Arrangement”) under the Business
Corporations Act (Ontario). On completion of the Brookfield
Arrangement, holders of class A limited voting shares of Brookfield
(“Brookfield Shares”) will receive class A limited voting shares of
the Manager (“Manager Shares”) (or cash in lieu of fractional
shares) and Brookfield will change its name to “Brookfield
Corporation”.
If the Brookfield Arrangement is completed,
Brookfield Reinsurance intends to undertake a special dividend or
distribution (the “Special Distribution”) of Manager Shares to the
holders of its class A exchangeable limited voting shares
(“Brookfield Reinsurance Class A Shares”). Holders of Brookfield
Reinsurance Class A Shares will not be required to exchange their
shares for Brookfield Shares or take any other action in order to
receive Manager Class A Shares. It is expected that the Special
Distribution will result in shareholders of Brookfield Reinsurance
receiving the same interest in the Manager that they would have
received if they held Brookfield Shares directly and participated
in the Brookfield Arrangement. As a result of the Special
Distribution and in accordance with Brookfield Reinsurance’s
bye-laws, it is expected that there will be no adjustment required
to the exchange factor for Brookfield Reinsurance Class A Shares.
In connection with the Special Distribution, the Manager will file
a preliminary prospectus and a U.S. registration statement.
Shareholders are urged to read any such documents when they
become available, and any other filings made in connection with
Special Distribution because they will describe the Special
Distribution in detail and will contain important business, tax and
financial information.
The holders of Brookfield Reinsurance’s class B
limited voting shares (“Brookfield Reinsurance Class B Shares”) are
entitled to receive the same distributions as are paid on the
Brookfield Reinsurance Class A Shares, and the Brookfield
Reinsurance Class A Shares and Brookfield Reinsurance Class B
Shares rank pari passu with respect to the payment of distributions
(if, as and when made by the board of Brookfield Reinsurance). As a
result, the holder of the Brookfield Reinsurance Class B Shares
will also receive Manager Shares in the Special Distribution.
Following the Brookfield Arrangement and the
Special Distribution, it is expected that the Brookfield
Reinsurance Class A Shares will continue to be the economic
equivalent of Brookfield Shares and will remain exchangeable on a
one for one basis.
Details of the Upcoming Special General Meeting of
Shareholders
Brookfield Reinsurance will hold a special
general meeting of shareholders on November 9, 2022 and
shareholders of record as of the close of business on October 3,
2022 will be entitled to vote at the meeting. At the meeting, our
Company will be seeking approval from shareholders to authorize (i)
the Special Distribution to be effected as a capital reduction
resulting in a return of capital and (ii) our Company to change its
name from “Brookfield Asset Management Reinsurance Partners Ltd.”
to “Brookfield Reinsurance Ltd.”
If the Brookfield Arrangement does not proceed,
our Company will not proceed with the Special Distribution or the
name change. If the Brookfield Arrangement proceeds but the capital
reduction is not approved at the meeting, then the Special
Distribution will be effected by way of a dividend without any
return of capital.
Following completion of the Arrangement and the
Special Distribution, it is expected that the Brookfield
Reinsurance Class A Shares will trade on the New York Stock
Exchange and the Toronto Stock Exchange under the new ticker symbol
“BNRE”.
The Management Information Circular in
connection with the meeting will finalized and mailed shortly and
those materials will also be available on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov.
Notice to Readers
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any distribution of any securities in any
jurisdiction in which such an offer, solicitation or distribution
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Information in this press release that is not a
historical fact is “forward-looking information”. This press
release contains “forward-looking information” within the meaning
of Canadian provincial securities laws and “forward-looking
statements” within the meaning of Canadian provincial securities
laws and “forward-looking statements” within the meaning of the
U.S. Securities Act of 1933, the U.S. Securities Exchange Act of
1934, and “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995 and in any applicable
Canadian securities regulations. Forward-looking statements are
typically identified by words such as “expect”, “anticipate”,
“believe”, “foresee”, “could”, “estimate”, “goal”, “intend”,
“plan”, “seek”, “strive”, “will”, “may” and “should” and similar
expressions. Forward-looking statements reflect current estimates,
beliefs and assumptions, which are based on the Company’s
perception of historical trends, current conditions and expected
future developments, as well as other factors management believes
are appropriate in the circumstances. The Company’s estimates,
beliefs and assumptions are inherently subject to significant
business, economic, competitive and other uncertainties and
contingencies regarding future events and as such, are subject to
change. The Company can give no assurance that such estimates,
beliefs and assumptions will prove to be correct. Particularly,
statements about the Special Distribution, the name change, the
Brookfield Arrangement, the timing of the mailing and filing of the
Company’s management information circular, the preliminary
prospectus/U.S. registration statement of the Manager and other
documents related thereto, and other terms and conditions of the
Special Distribution are forward-looking statements.
Certain risks and uncertainties specific to the
proposed Special Distribution, the Company and the Manager, will be
further described in the prospectus/U.S. registration statement of
the Manager. Other factors, risks and uncertainties not presently
known to the Company or that the Company currently believes are not
material could also cause actual results or events to differ
materially from those expressed or implied by statements containing
forward-looking information. Readers are cautioned not to place
undue reliance on statements containing forward-looking information
that are included in this press release, which are made as of the
date of this press release, and not to use such information for
anything other than their intended purpose. The Company disclaims
any obligation or intention to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable law.
About Brookfield
Reinsurance
Brookfield Asset Management Reinsurance
Partners Ltd. (NYSE, TSX: BAMR) operates a leading
financial services business providing capital-based solutions to
the insurance industry. Each class A exchangeable limited voting
share of Brookfield Reinsurance is exchangeable on a one-for-one
basis with a class A limited voting share of Brookfield Asset
Management Inc. (NYSE: BAM; TSX: BAM.A).
For more information, please visit our website
at bamr.brookfield.com or contact:
Communications & Media:Kerrie McHugh Tel:
(212) 618-3469Email: kerrie.mchugh@brookfield.com |
|
Investor Relations: Rachel Powell Tel: (416)
956-5141 Email: rachel.powell@brookfield.com |
Brookfield Asset Managem... (TSX:BAMR)
Historical Stock Chart
From Feb 2025 to Mar 2025
Brookfield Asset Managem... (TSX:BAMR)
Historical Stock Chart
From Mar 2024 to Mar 2025