Brookfield Renewable Power Fund Announces Corporate Conversion Details
Provides Update on Q3 Hydro Generation
GATINEAU, QC, Oct. 4 /CNW Telbec/ - (BRC.UN) - Brookfield Renewable Power Fund (the "Fund") today provided additional details on its proposed conversion from an income trust to a corporation.
As previously indicated, the Fund plans to convert from an income trust to a corporate structure in light of tax changes to income trusts that become applicable January 1, 2011. The conversion is expected to enhance long-term access to capital, improve the comparability of the company to its peers, broaden the potential investor base, and improve tax planning. Pending unitholder, court, regulatory and other approvals, the conversion is expected to become effective on November 30, 2010.
The conversion will be completed pursuant to a Plan of Arrangement under the Canada Business Corporations Act. Through a series of steps and upon completion of the conversion, Fund unitholders will receive one common share of the resulting dividend-paying public corporation, named Brookfield Renewable Energy Corporation, for each unit of the Fund previously held.
"As we have indicated in the past, the Fund's conversion is not expected to have a material effect on its business model, distributions, operations or growth strategy," said Richard Legault, President and Chief Executive Officer of Brookfield Renewable Power Fund. Our core strategy of owning and operating high-quality, renewable power assets remains unchanged and the corporation will remain Brookfield's dedicated growth vehicle for Canadian contracted hydro and wind generation."
It is expected that Fund unitholders will receive monthly distributions up to November 30, 2010 and monthly dividends thereafter through the first quarter of 2011. Thereafter, dividends are expected to be paid on a quarterly basis and no change is expected to the current annualized rate of $1.30 per unit.
As a result of the conversion, the Fund's Series 1 Class A Preference Shares ("Preferred Shares"), which currently are the direct obligation of an entity guaranteed by the Fund, will become a direct obligation of Brookfield Renewable Energy Corporation. No material changes to the terms, conditions, or payment rate and schedule of the Preferred Shares will take place as a result of the conversion.
Conversion Fairness Opinion and Recommendation of the Board of Trustees
PricewaterhouseCoopers LLP was formally engaged by the Board of Trustees to provide a fairness opinion with respect to the conversion ("Conversion Fairness Opinion"). Based upon and subject to the scope of review, major assumptions and restrictions and qualifications contained in the Conversion Fairness Opinion, PricewaterhouseCoopers LLP gave its opinion dated September 30, 2010 that the conversion is fair, from a financial point of view, to the Fund's unitholders. The Conversion Fairness Opinion was provided for the use and purpose of the Board of Trustees only. Based upon its own investigations, including its consideration of the Conversion Fairness Opinion, the Board of Trustees has determined that the conversion is in the best interests of the Fund and recommends that unitholders vote for the conversion.
Unitholder Approval
An information circular providing further details of the conversion is expected to be mailed to Fund unitholders shortly with a vote scheduled to take place at a special meeting on November 24, 2010.
Third Quarter Update on Hydroelectric Generation
The Fund today also provided a preliminary outlook of its hydroelectric generation for the third quarter of 2010. The combination of below-average inflows in Ontario and Québec, together with the typical seasonality seen in the third quarter, will result in hydroelectric generation of approximately 900 GWh as compared to a long term average of 1,438 GWh.
"While conditions began to improve in the latter part of the quarter and our reservoirs have increased from their levels at the end of June, inflows in our Ontario and Québec watersheds during the third quarter were well below average," said Mr. Legault. "Inflows have improved in the month of September 2010, and we are optimistic for the fourth quarter. We continue to prudently manage our asset base, capital program and cash reserves to provide continued stability as conditions ultimately return to normal. While we are carefully monitoring and managing our liquidity, the current conditions are not expected to restrict our ability to pursue our business objectives or new opportunities."
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements and information within the meaning of the Canadian securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements in this news release include statements regarding the Fund's conversion to a corporation, its distribution and dividend expectations, the receipt of required approvals for the conversion and anticipated closing, the anticipated benefits of the conversion, the Fund's expectations for hydroelectric generation in the third and fourth quarters of 2010, and the Fund's ability to pursue its business objectives and new opportunities. Forward-looking statements can be identified by the use of words such as "plans", "expected", "will" and "continue", or variations of such words and phrases. Although the Fund believes that the Fund's anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, it can give no assurance that such expectations will prove to have been correct. The reader should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Fund to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to the board's discretion to declare dividends, changes in hydrology and wind conditions; equipment failure; failure by counterparties to fulfill contractual obligations and failure by the Fund to replace contracts; the Fund's dependence on Brookfield Renewable Power Inc. and potential conflicts of interest between Brookfield Renewable Power Inc., Brookfield Asset Management Inc. and the Fund; failure by the Fund to discover liabilities associated with, and inability of the Fund to successfully integrate, acquisitions; risks associated with the Fund's proposed conversion to a corporation; our ability to execute our growth strategy; and other risks and factors detailed from time to time in the Fund's public filings including the Annual Information Form dated March 26, 2010 under the heading "Risk Factors" and Management's Discussion and Analysis of Financial Results under the headings "Financial Instrument Risks", "Risk Factors" and "Business Environment and Risks". We caution that the foregoing list of important factors that may affect future results is not exhaustive. Except as required by law, the Fund undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.
About Brookfield Renewable Power Fund
Brookfield Renewable Power Fund (www.brpfund.com) is a premier Canadian income fund and one of the largest power income funds in North America with more than 1,700 megawatts of power generating capacity and average annual production exceeding 6,500 gigawatt hours.
The Fund produces electricity exclusively from environmentally friendly and renewable resources. The Fund indirectly owns or holds interests in 42 high quality hydroelectric generating stations and two wind farms in four distinct geographic regions across North America: Québec, Ontario, British Columbia and New England.
Brookfield Renewable Power Inc., which comprises all of the power operations of Brookfield Asset Management, owns approximately 42% of the Fund's outstanding units on a fully exchanged basis.
The Units are listed for trading on the TSX under the symbol BRC.UN.
%SEDAR: 00013106EF
For further information: please visit www.brpfund.com or contact: Zev Korman, Director, Investor Relations and Communications, Brookfield Renewable Power Fund, Tel: (416) 359-1955, [email protected]
Share this article