Chartwell Seniors Housing Real Estate Investment Trust - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications --relief granted from the requirement in NI 51-102 to include in a business acquisition report financial statements in addition to those included in the issuer's recent prospectus.
Rules Cited
National Instrument 51-102 -- Continuous Disclosure Obligations.
November 1, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, SASKATCHEWAN, MANITOBA,
ONTARIO, QUEBEC, NEW BRUNSWICK,
NOVA SCOTIA AND NEWFOUNDLAND
AND LABRADOR
(the Jurisdictions)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
CHARTWELL SENIORS HOUSING
REAL ESTATE INVESTMENT TRUST
MRRS DECISION DOCUMENT
Background
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from Chartwell Seniors Housing Real Estate Investment Trust (the REIT) for a decision pursuant to the securities legislation in the Jurisdictions (the Legislation) granting relief in respect of a recently completed significant acquisition (the Meridian Acquisition), to include in the associated business acquisition report: financial statements related to the Meridian Acquisition for the year ended December 31, 2004 and the three-month period ended March 31, 2005, together with pro forma financial statements giving effect to the Meridian Acquisition and one other acquisition (the CPAC Acquisition) recently completed by the REIT, all such statements as were included in the REIT's short form prospectus dated August 4, 2005; rather than including in the business acquisition report, as would be required under the Legislation, financial statements related to the Meridian Acquisition for the year ended December 31, 2004 and the six-month period ended June 30, 2005 together with pro forma financial statements giving effect only to the Meridian Acquisition (the Requested Relief).
Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 - Definitions or in Québec Commission Notice 14-101 have the same meaning in this decision unless they are defined in this decision.
Representations
This decision is based on the following facts represented by the REIT:
1. The REIT is an unincorporated, open-ended investment trust established under the laws of the Province of Ontario by a declaration of trust with its head office located in Mississauga, Ontario.
2. The REIT is a reporting issuer under the securities legislation of each of the provinces of Canada.
3. The units of the REIT are listed and posted for trading on the Toronto Stock Exchange under the trading symbol CSH.UN.
4. In connection with a short form prospectus of the REIT dated August 4, 2005 (the "Prospectus"), the REIT made a pre-filing and waiver application to the Decision Makers in the Jurisdictions and in the provinces of British Columbia and Prince Edward Island dated June 23, 2005 and supplemented on July 5, 2005, with respect to the inclusion in the Prospectus of certain financial statements for completed acquisitions. Pursuant to the relief granted by such Decision Makers, the REIT included in the Prospectus certain financial statements of CPAC (Care) Holdings Ltd. (CPAC). The acquisition of CPAC was not a significant acquisition.
5. The prospectus also included certain financial statements related to the Meridian Acquisition, and certain pro forma financial statements giving effect to the CPAC Acquisition and the Meridian Acquisition.
6. The REIT's offering of units pursuant to the Prospectus was completed on August 10, 2005 and the Meridian Acquisition was completed on August 19, 2005.
7. Between the date of the Prospectus and the completion date of the Meridian Acquisition there was no material change in the terms of the Meridian Acquisition from those disclosed in the Prospectus.
8. The business acquired pursuant to the Meridian Acquisition is a mature business and is not seasonal and therefore the results of operations would not generally vary from one interim period to another.
Decision
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.