real estate transaction summary
TRANSCRIPT
A GLOBAL ASSET MANAGEMENT COMPANYFocused on property, power and other infrastructure assets
Multiplex Group Take-Over BidJune 11, 2007
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Agenda
Executive Summary
Transaction Overview
Multiplex Group Profile
Multiplex Group Businesses
Brookfield’s New Property Profile
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Forward-looking Statements
Note: This Presentation contains forward-looking information within the meaning of Canadian provincial securities laws and other “forward-looking statements”, within the meaning of certain securities laws including Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. We may make such statements in this report, in other filings with Canadian regulators or the Securities Exchange Commission (SEC) or in other communications. These forward-looking statements include among others, statements with respect to our financial and operating objectives and strategies to achieve those objectives, capital committed to our funds, the potential growth of our asset management business and the related revenue streams therefrom, statements with respect to the prospects for increasing our cash flow from or continued achievement of targeted returns on our investments, as well as the outlook for the Company’s businesses and other statements with respect to our beliefs, outlooks, plans, expectations, and intentions.
Although Brookfield Asset Management believes that the anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company 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: economic and financial conditions in the countries in which we do business; the behavior of financial markets including fluctuations in interest and exchange rates; availability of equity and debt financing; strategic actions including dispositions; the ability to effectively integrate acquisitions into existing operations and the ability to attain expected benefits; the Company’s continued ability to attract institutional partners to its Specialty Funds; adverse hydrology conditions; regulatory and political factors within the countries in which the company operates; acts of God, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments including terrorist acts; and other risks and factors detailed from time to time in the company’s form 40-F filed with the Securities and Exchange Commission as well as other documents filed by the company with the securities regulators in Canada and the United States including in the Annual Information Form under the heading “Business Environment and Risks.”
We caution that the forgoing list of important factors that may affect future results is not exhaustive. When relying on our forward looking statements to make decisions with respect to Brookfield Asset Management, investors and others should carefully consider the forgoing factors and other uncertainties and potential events. The company 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.
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Executive Summary
Offer All cash for 100% of Multiplex Group
Price A$5.05 per stapled security + June distribution of up to A$0.10 per stapled security
Total number of common shares outstanding 837.4 million
Transaction equity value A$4.2 billion (US$3.5 billion)
Total transaction value A$7.3 billion (US$6.1 billion)
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Overview of the Offer
Brookfield Asset Management (“BAM”) has offered to buy all the shares in Multiplex Limited and all the units in Multiplex Property Trust
– Cash consideration of A$5.05 per stapled security– In addition to the offer price, securityholders will be entitled to receive payment of
the June distribution of up to A$0.10 per stapled security
Roberts Family Nominees (“RFN”) has entered into put and call option arrangements with BAM over its entire shareholding of 25.6% of Multiplex securities
Multiplex Directors support Brookfield’s offer and indicated that subject only to receiving an independent expert report that concludes that the offer is both fair and reasonable and there being no superior offer, they each will recommend securityholders accept the offer
To be effected via an all-cash, off-market takeover offer for 100% of Multiplex Group’s stapled securities
– All Multiplex securityholders to receive the same offer terms as each other– No differentiation in price or type of consideration available to RFN
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$2.50
$3.00
$3.50
$4.00
$4.50
$5.00
$5.50
Jun-05 Oct-05 Feb-06 Jun-06 Oct-06 Feb-07 Jun-07
Multiplex Unit Price - ASX
Offer Price:A$5.05 + June distribution
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Offer Premium1
The offer represents an attractive premium to Multiplex Group NTA and historical trading prices2
Notes:1. Premiums are calculated based on prices prior to the announcement, by Multiplex, on 25 January, that Multiplex had commenced third-party discussions which may result
in a proposal being put in relation to the acquisition of Multiplex securities and/or assets2. Offer consideration of $5.15 used to calculate premiums, representing offer price of $5.05 plus estimated June distribution of 10.0 cents per security3. Reported Group NTA of $3.13 as at 31 December 2006 – net tangible assets4. VWAP: Volume weighted average price
Premium64.5%
Premium30.6%
Premium24.7%
Premium39.2%
Premium32.1%
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$3.13
$3.70$3.90 $3.94
$4.13
$2.50
$3.00
$3.50
$4.00
$4.50
$5.00
$5.50
NTA 6-Month VWAP(to 24 Jan 07)
3-Month VWAP(to 24 Jan 07)
1-Month VWAP(to 24 Jan 07)
Pre-AnnouncementClosing Price
(24 Jan 07)
4 4 4
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Benefits of Offer for Multiplex Securityholders
All cash proposal
Attractive offer metrics
Almost immediate liquidity for all investors’ positions
Multiplex Directors support Brookfield’s offer and indicated that subject only to receiving an independent expert report that concludes that the offer is both fair and reasonable and there being no superior offer, they each will recommend securityholders accept the offer
Limited risks to deal completion
Ability to close transaction in short timeframe
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BAM Rationale for Transaction
Adds large, complementary property portfolio of high-quality assets
Expands geographic footprint in an attractive new market for BAM
Increases third-party assets under management (“AUM”)
Adds fundraising capabilities and managed AUM in the Australian and New Zealand markets
Provides combination of strong operating base and proven management team to grow in existing and new markets
Expected to generate attractive returns
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Offer Details
Offer conditions:– Minimum acceptance condition of 50.1% (inclusive of securities currently owned by
BAM / RFN - approximately 30%)– Regulatory approvals including Foreign Investment Review Board - OIO approval – No threatened actions by Government authorities that would materially adversely
impact the offer– Multiplex is not subject to any new litigation claims expected to result in judgment
greater than A$100 M during the offer period, other than that which has previously been announced to the ASX
– No material adverse change– No material breach by Multiplex of the Implementation agreement– No prescribed occurrences– Certain change of control waivers/consents are obtained
Multiplex has provided exclusivity to BAM subject to following fiduciary exceptions: no solicitation, no discussions, obligation to notify BAM
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Transaction Timetable
Announcement June 11, 2007
Bidder and target statements distributed to securityholders
July 2007
Offer period opens July 2007
Earliest date for offer to close August 2007
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Indicative Transaction Overview
Brookfield has offered to acquire all of the equity of Multiplex at A$5.05 per unit
The bid will be initially financed with a $1.5 billion loan that has no recourse to Brookfield
US$– 837.4 million shares @ A$5.05 $ 3,5551
Less: existing investment (145)acquisition debt (1,500)
$ 1,910
Brookfield will fund its cash commitment with financial assets and credit facilities
1 Assumes $1 Australian dollar = $0.84 United States dollar
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BAM’s Strategy for the Multiplex Business
BAM sees Multiplex as an integral part of BAM’s international growth strategy –BAM intends to use Multiplex and its management team as a platform for growth
– Complementary portfolio of high quality assets and businesses
– Expansion of BAM geographic footprint
– Addition of fundraising capabilities and managed assets in the Australian and New Zealand markets
BAM has expressed its intention to work with existing Multiplex management and employees to grow the business
– Strong operating base and proven management team
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Multiplex Profile
Through a stapled structure, investors participate in the earnings of the Company (property development, construction, property funds management and facilities management) as well as the stable, recurring cash flow from the Trust’s real estate portfolio
Multiplex Group
Multiplex Property Trust Multiplex Limited
$3.1 billion Direct Property
Portfolio
Construction Division
Development Division
Investment Management
Division
Facilities Management
Division
Multiplex Group consists of Multiplex Limited and Multiplex Property Trust
$3.0 billion Managed
Property Funds
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Multiplex Profile
Funds ManagementMultiple fee-based business with substantial opportunities for growth
Property OverviewLarge-scale portfolio of high quality real estate properties in key Australian markets
DevelopmentAn extensive development portfolio and organization with proven ability to deliver low-risk, high-value projects
ConstructionFee-based construction business which is highly complementary to the development pipeline
25 assets, comprising 8.5M sq.ft. (5.9M sq.ft. owned) of office, retail and industrial properties
Multiplex has A$6.1B of assets under management
Multiplex has 47 development projects
Strong base in Australia and Dubai
Source: Multiplex Portfolio Report for Half Year Ended Dec. 31, 2006
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Property Portfolio Overview
Type Location Total Area Interest Occupancy Lease Term(sq.ft.) % % (years)
Office FundSouthern Cross Melbourne 867,032 75 98 14.2Darling Park Sydney 1,204,836 30 100 5.6Jessie Street Centre Parramatta 579,012 100 100 6.7Bourke Place Trust Melbourne 702,431 43 95 7.6IAG House Sydney 414,389 50 100 11.5Commonwealth Bank Brisbane 304,026 100 100 5.8KPMG Tower Sydney 300,873 50 100 8.8AMP Place Brisbane 303,790 100 100 2.8BankWest Tower Perth 423,656 50 100 3.915 Blue Street North Sydney 170,759 100 100 2.7NAB House Sydney 432,580 25 98 4.3111 Alinga Street Canberra 175,527 100 100 3.1Ernst & Young Street Perth 123,494 100 96 9.0ANZ Centre Brisbane 220,305 50 100 3.1Total Office Fund 6,222,710 68 99 7.4
Retail FundWorld Square Retail and Carpark Sydney 176,679 50 98 4.7King Street Wharf Sydney 60,848 100 100 8.1Pittwater Place Sydney 125,970 100 98 8.0Great Western Super Centre 162,029 100 100 6.1Carillon Shopping Centre Perth 177,077 50 95 2.5Bracken Ridge Plaza Brisbane 65,488 100 100 5.2Total Retail Fund 768,091 81 98 6.0
IndustrialJames Hardie - Rosehill Sydney 618,085 100 100 8.3James Hardie - Carole Park Brisbane 420,589 100 100 12.2James Hardie - Welshpool Perth 305,523 100 100 1.2James Hardie - Meeandah Brisbane 209,552 100 100 12.2Total Industrial 1,553,749 100 100 8.2
Car ParkLuna Park Car Park Sydney n/a 100 n/a 0.5
Total Portfolio 8,544,550
Source: Multiplex Portfolio Report for Half Year Ended Dec. 31, 2006
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Geographic Overview – Property
Queensland
Brisbane and Keperra
7 Assets:
3 Office, 2 Retail, 2 Industrial
1,685,777 RSF (1,575,625 RSF Owned)
New South Wales
Sydney, Canberra, Parramatta
12 Assets:
7 Office, 3 Retail, 1 Industrial, 1 Car Park
4,259,555 RSF (2,645,766 RSF Owned)
Victoria
Melbourne
2 Assets:
2 Office
1,569,463 RSF (952,038 RSF Owned)
Western Australia
Perth
4 Assets:
2 Office, 1 Retail, 1 Industrial
1,029,750 RSF (729,383 RSF Owned)
The Trust is comprised of 25 assets, largely office (14) and retail (6) properties
Source: Multiplex Portfolio report for Half Year ended 31 Dec 2006
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Tenant Overview – High-quality Credit, Long-term Leases
The Trust portfolio is supported by a strong tenant base with a long-term lease expiry scheduleOccupancy is reported at 99% across the portfolio with a weighted average lease expiry of 7.3 yearsThe top 10 tenants accounted for 52.2% of net income in December 2006 Weighted average lease expiry of the top ten tenants is 8.9 years
Source: Multiplex Portfolio Report for Half Year Ended Dec. 31, 2006
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Development Assets - Overview
Total Gross Development Valueby Sector
Total Gross Development Valueby Geographic Region
Multiplex has excellent project diversity across sectors and geographic locations
Mixed-Use34.5%
Multi-Residential32.5%
Commercial12.7%
Retail11.7%
MPC8.6%
Multi-Residential32.5%
UnitedKingdom
56.8%
New SouthWales18.4%
WesternAustralia
10.1%
Queensland6.2%
SouthAustralia
6.2%
Victoria - 1.2%New Zealand
1.1%
Source: Multiplex Portfolio Report for Half Year Ended Dec. 31, 2006
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Funds Management
Over $3.0 billion of third-party assets under management (excluding MPT)
Ability to leverage existing platform to create additional funds by accessing institutional markets in Australia, New Zealand and the UK markets
Highly scaleable funds management business generates both a recurring fee stream and a transactional fee stream
FUM (Dec 06)Owned %LocationFunds
$6,133Total
68n/aAustraliaMultiplex Acumen Vale Syndicate
78 n/aAustraliaSingle Property Fund
150n/aAustraliaMultiplex Development & Opportunity Fund
80422%New ZealandMultiplex New Zealand Property Fund
32221%AustraliaMultiplex Acumen Property Fund
67122%AustraliaMultiplex Acumen Prime Property Fund
94320%New ZealandAMP NZ Office Trust
$3,097n/aAustraliaMultiplex Property Trust (MPT)
Multiplex Managed Funds
Source: Multiplex Portfolio Report for Half Year Ended Dec. 31, 2006
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Construction
AustraliaLarge development portfolio with 38 projects and a total contract value of over A$5.2 billion as at December 31, 2006
Middle EastFollows subcontracting model used in Australia and U.K.
U.K.Operations commenced in 2000
Australia and Middle-East construction businesses have strongorder books and history of profitability
Total Contract Value by Region Total Contract Value by Sector
Source: Multiplex Portfolio Report for Half Year Ended Dec. 31, 2006
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Facilities Management
Number of Contracts Revenue by Sector
Facilities Management
41%
ResidentialServices
18%
ProjectManagement Services
4%
Property Services37%
Commercial33%
Special Use23%
Defence9%
Residential6%
Justice5%
Education – 4% Health - 4%
110 contracts under management, including commercial, retail, residential, defence, education and health
Retail9%
Enter-tainment
7%
Source: Multiplex Portfolio Report for Half Year Ended Dec. 31, 2006
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Current BAM’s Asset Profile – Pre-Multiplex
Over $70 billion of assets under management
Property+$26 billion
100 million sq. ft. office
Power+$10 billion*
140 hydro power plants
Timber+$3 billion*
2.5 million acres
Transmission Infrastructure+$3 billion
11,000 km of transmission lines
Specialty Funds+$29 billion
Finance & RestructuringFixed Income
Other Infrastructure
+$2 billionFuture: Ports,
pipelines & toll roads
* Estimate of current value of the assets
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BAM’s Property Operations – Pre-Multiplex
Property and brokerageservices
Bridge and mezzanine
lending
100 million sq. ft. 95,000 building lots
One of the world’s largest global property investors with over $26 billion of property assets
Services Financing CommercialProperties
ResidentialProperties
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Active Property Acquirer
Transaction Location Sq.Ft. Year Completed(millions)
BCE Portfolio Canada 7.0 1990 / 1994Olympia & York Company U.S. 14.7 1996 / 1998 / 2002Trizec Canada Canada 3.6 2000Gentra Canada 7.0 1997 / 2003Canary Wharf – 17% U.K. 3.0 2003O&Y Properties Canada 9.8 2005Trizec Properties U.S. 29.0 2006JP Morgan & Other portfolios U.S. 10.0 2006Other Properties
– South America 3.0 1990 - 2006– Europe 2.0 2003 - 2006– North America 10.0 1990 – 2006
Multiplex Australia, UK, NZ 8.5 Pending - 2007108.0
15 years of growth through acquisitions
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Strong North American Base
Active in the ownership and financing of real estate assets for over 40 years
Experienced in development, having built someof the premier properties in the Americas
Involved in virtually all aspects of providingreal estate related services
Experience in the capital markets in bothissuing and acquiring property-related securities
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Other Property and Financing Services
Property Portfolio Management Services(North America)
Brokerage Services(North America)
Bridge & Mezzanine Lending and Financing Services (North America & Europe)
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Complementary Opportunistic Property Strategy
Opportunity Property Fund Latin America Retail Fund
Funds dedicated to opportunistic acquisitions
North American opportunity fund
+$1 billion of assets
Brazilian Retail shopping malls
+$800 million of capital committed
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BAM + Multiplex – Growing Asset Base
±$72B
±$26B
BAM
±$7B
±$7B
MULTIPLEX
±$79B
±$33B
COMBINED
Property
Total
+ =
Creates one of the largest global portfolios of property andinfrastructure assets
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Premier Portfolio*, Top Markets
Global scale to business operations
* Includes development projects
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Summary
Complementary property and funds management businesses
Proven talent pool
Strong global presence
Platform for future growth