SC 13D/A 1 d455515dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Western Wind Energy Corp.

(Name of Issuer)

 

 

Common Shares

(Title of Class of Securities)

95988Q108

(CUSIP Number)

Jane Sheere

Brookfield Renewable Energy Partners L.P.

73 Front Street, 5th Floor, Hamilton HM 12, Bermuda

Telephone: 441-295-1443

Copy to:

Andrew J. Beck

Torys LLP

1114 Avenue of the Americas

New York, NY 10036

Telephone: 212-880-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 23, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

(Continued on following pages)

(Page 1 of 11 Pages)

 

1

SCHEDULE 13D

 

CUSIP No. 95988Q108   Page 2 of 11 Pages

 

  1   

Names of Reporting Persons

 

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

    BK

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or Place of Organization

 

    BERMUDA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    0

     8   

Shared Voting Power

 

    11,324,3501 2

     9   

Sole Dispositive Power

 

    0

   10   

Shared Dispositive Power

 

    11,324,3501

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    11,324,350

12

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    ¨

 

13

  

Percent of Class Represented by Amount in Row (11)

 

    16.4%

14

  

Type of Reporting Person

 

    PN

 

1 

See Item 5(a)-(b) of Amendment No. 1 to the Schedule 13D filed by the reporting persons on December 4, 2012.

2 

Brookfield Renewable Energy Partners L.P. owns these common shares of Western Wind Energy Corp. through its wholly-owned indirect subsidiary, WWE Equity Holdings Inc.

 

2

SCHEDULE 13D

 

CUSIP No. 95988Q108   Page 3 of 11 Pages

 

  1   

Names of Reporting Persons

 

BROOKFIELD ASSET MANAGEMENT INC.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

    AF

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or Place of Organization

 

    ONTARIO, CANADA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    0

     8   

Shared Voting Power

 

    11,324,3503

     9   

Sole Dispositive Power

 

    0

   10   

Shared Dispositive Power

 

    11,324,3502

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    11,324,350

12

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    ¨

 

13

  

Percent of Class Represented by Amount in Row (11)

 

    16.4%

14

  

Type of Reporting Person

 

    CO

 

3 

See Item 5(a)-(b) of Amendment No. 1 to the Schedule 13D filed by the reporting persons on December 4, 2012.

 

3

SCHEDULE 13D

 

CUSIP No. 95988Q108   Page 4 of 11 Pages

 

  1   

Names of Reporting Persons

 

PARTNERS LIMITED

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

    AF

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or Place of Organization

 

    ONTARIO, CANADA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    0

     8   

Shared Voting Power

 

    11,324,3504

     9   

Sole Dispositive Power

 

    0

   10   

Shared Dispositive Power

 

    11,324,3503

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    11,324,350

12

  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    ¨

 

13

  

Percent of Class Represented by Amount in Row (11)

 

    16.4%

14

  

Type of Reporting Person

 

    CO

 

4 

See Item 5(a)-(b) of Amendment No. 1 to the Schedule 13D filed by the reporting persons on December 4, 2012.

 

4

Explanatory Note

This Amendment No. 2 to the statement on Schedule 13D (this “Amendment No. 2”) amends and supplements the statement originally filed on September 7, 2012 and amended on December 4, 2012 (the “Schedule 13D”) by Brookfield Asset Management Inc., an Ontario corporation (“Brookfield”), Partners Limited, an Ontario corporation (“Partners”), and Brookfield Renewable Energy Partners L.P., a Bermudian exempted limited partnership (“Brookfield Renewable” and, collectively with Brookfield and Partners, the “Reporting Persons”), and relates to the common shares (the “Common Shares”) of Western Wind Energy Corp., a British Columbia corporation (“Western Wind”). This Amendment No. 2 hereby amends and supplements the Schedule 13D as set forth below to reflect that the Reporting Persons have withdrawn certain of their confidential treatment requests with respect to Exhibits 1, 2 and 4.

Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.

 

5

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1*    Securities Purchase Agreement between a certain investment fund by its manager GCIC Ltd. and BRP Holdings, dated as of August 28, 2012
Exhibit 2*    Securities Purchase Agreement between a certain investment fund by its manager GCIC US Ltd. and BRP Holdings, dated as of August 28, 2012
Exhibit 4*    Securities Purchase Agreement between a certain investment fund by its manager GCIC Ltd. and BRP Holdings, dated as of October 16, 2012

 

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

 

6

SIGNATURE

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: December 19, 2012

 

BROOKFIELD ASSET MANAGEMENT INC.
By:  

/s/ A.J. Silber

  Name: A.J. Silber
  Title: VP, Legal Affairs
PARTNERS LIMITED
By:  

/s/ Loretta M. Corso

  Name: Loretta M. Corso
  Title: Secretary

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.,

by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED

By:  

/s/ Jane Sheere

  Name: Jane Sheere
  Title: Secretary