Brookfield Reinsurance Announces Record Date for the Special Distribution
23 November 2022 - 9:30AM
Brookfield Reinsurance (NYSE, TSX: BAMR) (“Brookfield Reinsurance”
or the “Company”) today announced that it has set a distribution
record date of December 2, 2022 (the “Record Date”) for the
previously announced special distribution (the “Special
Distribution”) of shares of Brookfield Asset Management Ltd. (the
“Manager shares”) to the holders of its class A exchangeable
limited voting shares (“Brookfield Reinsurance Class A Shares”) and
class B limited voting shares (“Brookfield Reinsurance Class B
Shares”).
Background – Brookfield
Arrangement
Brookfield Asset Management Inc. (“Brookfield”)
announced earlier today that it has received all material approvals
for the previously announced transaction for the public listing and
distribution of a 25% interest in its asset management business,
through Brookfield Asset Management Ltd. (the “Manager”) by way of
a plan of arrangement (“Brookfield Arrangement”). The transactions
contemplated by the Brookfield Arrangement will result in the
division of Brookfield into two publicly traded companies –
Brookfield Asset Management Inc. (to be renamed “Brookfield
Corporation”) and the Manager.
The Special Distribution
If the Brookfield Arrangement is completed,
Brookfield Reinsurance intends to undertake the Special
Distribution on or about December 9, 2022, being the expected
effective date of the Brookfield Arrangement. Pursuant to the
Special Distribution, holders of Brookfield Reinsurance Class A
Shares and Brookfield Reinsurance Class B Shares as of the Record
Date, which is also the record date for the Brookfield Arrangement,
will be entitled to receive one (1) Manager share for every four
(4) Brookfield Reinsurance Class A Shares or Brookfield Reinsurance
Class B Shares held as of the Record Date, while retaining their
shares of Brookfield Reinsurance. Holders of Brookfield Reinsurance
Class A Shares and Brookfield Reinsurance Class B Shares will not
be entitled to receive any fractional interest in a Manager share,
and those holders who would otherwise be entitled to a fractional
Manager share will instead receive a cash payment.
At a special meeting of shareholders of
Brookfield Reinsurance on November 9, 2022, holders of Brookfield
Reinsurance Class A Shares and Brookfield Reinsurance Class B
Shares approved a resolution authorizing the payment of the Special
Distribution by way of a capital reduction resulting in a return of
capital. Therefore, it is expected that the Special Distribution
will be effected as a capital reduction resulting in a return of
capital, and not by way of a dividend. Holders of Brookfield
Reinsurance Class A Shares will not be required to pay for the
Manager shares to be received upon completion of the Special
Distribution or tender or surrender Brookfield Reinsurance Class A
Shares or take any other action in connection with the Special
Distribution.
Following completion of the Special
Distribution, it is expected that the Brookfield Reinsurance Class
A Shares will continue to be the economic equivalent of class A
limited voting shares of Brookfield (the “Corporation Class A
Shares”) and will remain exchangeable on a one for one basis. If a
holder of Brookfield Reinsurance Class A Shares wishes to exchange
one or more of their Brookfield Reinsurance Class A Shares for
Corporation Class A Shares in advance of the Brookfield
Arrangement, he or she is required to complete and deliver a notice
of exchange by the close of business on November 28, 2022. Any
notice of exchange received on or after the close of business on
November 28, 2022 will not be processed, and no Corporation Class A
Shares will be delivered, until following completion of the Special
Distribution.
The New York Stock Exchange (the “NYSE”) and the
Toronto Stock Exchange (the “TSX”) will both implement “due bill”
trading commencing December 1, 2022 (one trading day before the
Record Date) and ending at the close of business on December 9,
2022, inclusively. During this time period, the “due bill” trading
designation will impact how the Brookfield Reinsurance Class A
Shares will trade on both exchanges. Investors should be aware of
the following features:
- Trades in “BAMR” on the NYSE and the TSX, respectively, will
include Manager shares and the entitlement to receive the Manager
shares on or about December 9, 2022.
- Brookfield Reinsurance Class A Shares trading with due bills
will carry the entitlement to receive the Manager shares (i.e.,
should trade on a pre-distribution basis). Accordingly,
post-distribution trading in the Manager shares will commence on
the NYSE and the TSX at the opening of business on December 12,
2022.
Following completion of the Special
Distribution, our Company also intends to change its name to
“Brookfield Reinsurance Ltd.”. Further details with respect to the
name change (including with respect to the commencement of trading
under our new trading symbol “BNRE”) will be further set out in a
press release following completion of the Special Distribution. If
the Brookfield Arrangement does not proceed, we will not proceed
with the Special Distribution or the name change.
The Manager has filed its final prospectus and
its registration statement has been declared effective in respect
of the Special Distribution. The Manager has received conditional
approval to the list its Class A Shares on the NYSE and the TSX.
Listing of the Class A Shares on the NYSE and the TSX is subject to
Manager fulfilling all of the requirements of the NYSE and the TSX,
respectively.
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, and other terms and conditions of the
Special Distribution (including final stock exchange approval) are
forward-looking statements.
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 |
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