Why will BPCL not receive REIT Units for all of its Common Shares?
Subject to market conditions (including the prevailing price for Common Shares) and terms satisfactory to BPCL (including underwriting fees negotiated with the underwriting syndicate involved in the Secondary Offering), BPCL intends, prior to the Effective Time, to sell for cash in the Secondary Offering approximately two-thirds of the Common Shares currently held by it. If the Secondary Offering is not completed in its entirety, BPCL and its affiliates will receive one REIT Unit for each Common Share held by it at the Effective Time, other than Common Shares in a number equal to approximately 8% of the total outstanding Common Shares that BPCL will continue to own. In accordance with Canadian securities laws, BPCL will issue a press release announcing the terms of any Secondary Offering once it has entered into an underwriting agreement in that regard. Alternatively, if BPCL makes a determination not to proceed with the Secondary Offering, it will issue a press release announcing such
