European Commercial Real Estate Limited – s. 1(6) of the OBCA

IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
EUROPEAN COMMERCIAL REAL ESTATE LIMITED
(the Applicant)

ORDER
(Subsection 1(6) of the OBCA)

                UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

                AND UPON the Applicant representing to the Commission that:

1.             The Applicant is an “offering corporation” as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the Common Shares) and an unlimited number of class B common shares (the Class B Shares).

2.             The Applicant’s head office is located at 199 Bay Street, Suite 5300, Commerce Court West, Toronto, Ontario M5L 1B9.

3.             On March 24, 2017, the Applicant entered into an arrangement agreement with European Com-mercial Real Estate Investment Trust (the REIT), ECRE General Partner Corp. and ECRE Limited Partnership (ECRE LP), each, at the time, a wholly-owned subsidiary of the Applicant, pursuant to which, under a plan of arrangement (the Arrangement), all issued and outstanding Common Shares were consolidated based on a ratio of one (1) Common Share for every 31.25 Common Shares held, and holders of the Common Shares and the Class B Shares of the Applicant transferred their Common Shares and Class B Shares, respectively, to ECRE LP for units of the REIT and/or, in the case of certain eligible holders of Common Shares, for class B limited partnership units of ECRE LP, in each case, at an exchange ratio of one (1) to one (1).

4.             The Class B Shares were issued to the public pursuant to a prospectus dated April 27, 2017 filed in all of the provinces and territories of Canada (the Offering) and to certain qualified purchasers pursuant to a concurrent private placement. The Class B Shares were not listed on any stock exchange at any time.

5.             On May 1, 2017, a special meeting of holders of the Common Shares (the Meeting) was held and the Arrangement was approved. As disclosed in the prospectus provided to purchasers under the Offering, holders of Class B Shares were not eligible to vote at the Meeting because they purchased Class B Shares pursuant to a prospectus which included relevant disclosure regarding the Arrangement. The Arrangement was effective as of May 3, 2017.

6.             The Common Shares of the Applicant, which traded under the symbol “ERE” on the TSX Venture Exchange, were delisted effective at the close of trading on May 3, 2017.

7.             As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by a sole shareholder, ECRE LP, a wholly owned subsidiary of the REIT.

8.             No securities of the Applicant, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

9.             The Applicant applied to the Commission, as principal regulator on behalf of the securities regulatory authorities in all of the provinces and territories of Canada (the Jurisdictions), for a decision that the Applicant is not a reporting issuer in the Jurisdictions in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (the Order). The Order was granted on May 26, 2017.

10.          The Applicant is not a reporting issuer in any jurisdiction of Canada.

11.          The Applicant is not in default of securities legislation in the Jurisdictions.

12.          The Applicant has no intention to seek public financing by way of an offering of securities.

                AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

                IT IS HEREBY ORDERED by the Commission, pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

                DATED at Toronto on this 30th day of May, 2017.

“Robert P. Hutchison”
Commissioner
Ontario Securities Commission

“Garnet W. Fenn”
Commissioner
Ontario Securities Commission