U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 40-F/A

Amendment No. 1  

 

(Check One)

     
o   Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

 

or

     
x   Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2012 Commission file number: 001-35391

 

BROOKFIELD CANADA OFFICE PROPERTIES

(Exact name of registrant as specified in its charter) 

         
Canada   6798   Not Applicable
(Province or other jurisdiction   (Primary   (I.R.S. Employer
of incorporation or organization)   Standard   Identification Number)
    Industrial    
    Classification    
    Code Number    
    (if applicable))    

 

Brookfield Place
181 Bay Street, Suite 330
Toronto, Ontario, Canada, M5J 2T3
(416) 359-8555
(Address and Telephone Number of Registrant’s Principal Executive Offices)

 

Torys LLP

1114 Avenue of the Americas

23 rd Floor

New York, New York 10036-7703

Attention: Mile T. Kurta

(212) 880-6000


(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent For Service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

     
Title of each class   Name of each exchange on which registered
Trust Units   The New York Stock Exchange

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

For annual reports, indicate by check mark the information filed with this Form:

x Annual Information Form   x Audited Annual Financial Statements

 

 
 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 26,132,882

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

 

Yes o No o

 

 

 

 

 

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EXPLANATORY NOTE

 

Brookfield Canada Office Properties (the “registrant”) is filing this Amendment No. 1 to Form 40-F to revise the previously filed Annual Information Form, which was filed as Exhibit 99.1 to the registrant's Form 40-F filed March 21, 2013.  The revised Annual Information Form includes a description of exemptive relief the registrant has been granted in relation to Canadian securities law requirements governing related party transactions. The relief permits the registrant, subject to certain conditions, to include the Class B LP units of Brookfield Office Properties Canada LP in the calculation of the registrant’s market capitalization for purposes of the exemption from the minority approval and formal valuation requirements for transactions that have a fair market value of less than 25% of an issuer’s market capitalization. Other than as set forth above, this Amendment No. 1 does not, and does not purport to, update or restate the information in any Item of the annual report on Form 40-F or reflect any events that have occurred after the Form 40-F was initially filed.

 

Principal Documents

 

The following documents are hereby incorporated by reference into this Form 40-F/A:

 

  (a)

Revised Annual Information Form for the fiscal year ended December 31, 2012 (filed as Exhibit 99.1 hereto);

 

  (b)

Management’s Discussion and Analysis of Financial Results for the fiscal year ended December 31, 2012 (included in the registrant’s 2012 Annual Report previously filed as Exhibit 99.2 to the registrant’s original Form 40-F filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2013); and

 

  (c) Consolidated Financial Statements for the fiscal year ended December 31, 2012 (included in the registrant’s 2012 Annual Report previously filed as Exhibit 99.2 to the registrant’s original Form 40-F  filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2013).

 

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

 

A. Undertaking.

 

The registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to:  (i) the securities registered pursuant to Form 40-F; (ii) the securities in relation to which the obligation to file an annual report on Form 40-F arises; or (iii) transactions in said securities.

 

B. Consent to Service of Process.

 

The registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

 

Any change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the SEC by an amendment to the Form F-X referencing the file number of the registrant.

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SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 8, 2013.

 

  BROOKFIELD CANADA OFFICE PROPERTIES
     
     
  By: /s/ Michelle L. Campbell
    Name: Michelle L. Campbell
    Title:    Assistant Secretary
     
   Date: May 8, 2013
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EXHIBIT INDEX

 

 

Exhibit

Description  
   
99.1             

Revised Annual Information Form for the fiscal year ended December 31, 2012*

 

 
99.2             

2012 Annual Report (containing the Management’s Discussion and Analysis of Financial Results for the fiscal year ended December 31, 2012 and the Consolidated Financial Statements for the fiscal year ended December 31, 2012)**

 

 
99.3              Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*  
99.4             

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*

 

 
99.5             

Section 1350 Certification of Chief Executive Officer*

 

 
99.6             

Section 1350 Certification of Chief Financial Officer*

 

 
99.7             

Consent of Deloitte LLP**

 

 

*Filed herewith.

 

**Previously filed as an exhibit to the Annual Report on Form 40-F of the registrant for the year ended December 31, 2012 and filed with the SEC on March 21, 2013.

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