Dundee Acquisition Ltd.

Decision

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – relief granted from the requirement to include in an information circular disclosure prescribed under securities legislation and described in the form of prospectus – issuer is a special purpose acquisition corporation – prospectus filed and receipted with respect to the issuer's qualifying acquisition – relief granted.

Applicable Legislative Provisions

Form 51-102F5 Information Circular, Item 14.2.

November 29, 2016

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the “Jurisdiction”)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
DUNDEE ACQUISITION LTD.
(the “Filer”)

DECISION

Background

The principal regulator in the Jurisdiction (the “Decision Maker”) has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the “Legislation”) exempting the Filer from the requirements in Item 14.2 of Form 51-102F5 Information Circular (“Form 51-102F5”) to include in an information circular disclosure prescribed under securities legislation and described in the form of prospectus (the “Exemption Sought”).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a)           the Ontario Securities Commission is the principal regulator for this application, and

(b)           the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (“MI 11-102”) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Mani-toba, Québec, Nova Scotia, New Bruns-wick, Newfoundland and Labrador, Prince Edward Island, the Yukon Territory, Nunavut and the Northwest Territories (together with the Jurisdiction, the Jurisdictions”).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, NP 11-203 and NI 51-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

2.             The Filer is a corporation incorporated under the Business Corporations Act (Ontario) (the “OBCA”).

3.             The Filer is a reporting issuer in all of the provinces and territories of Canada and is not in default under applicable securities legislation in such jurisdictions.

4.             The Filer is a “special purpose acquisition corporation”, or “SPAC”, under Part X of the Toronto Stock Exchange (“TSX”) Company Manual (“Part X”), as varied by exemptive relief, having completed its SPAC initial public offering (“IPO”) on April 21, 2015 pursuant to a final prospectus that was filed in each of the provinces and territories of Canada dated April 14, 2015.

5.             The Filer’s authorized share capital consists of shares of two classes: Class A Restricted Voting Shares, issued to investors in the IPO, and Class B Shares held by the Filer’s founding shareholders (some of which were also qualified under the IPO prospectus). In addition, the Filer issued Share Purchase Warrants as part of the IPO, each such Warrant being exercisable, beginning 30 days after completion of a “qualifying acquisition” by the Filer, to acquire one Class B Share at a price of Cdn. $11.50 per share.

6.             The Class A Restricted Voting Shares and Share Purchase Warrants of the Filer are listed on the TSX under the symbols “DAQ.A” and “DAQ.WT”, respectively. The Class B Shares of the Filer are not listed on the TSX or any other marketplace.

7.             The Filer has entered into an arrangement agreement dated August 25, 2016 (the “Arrangement Agreement”), with CHC Student Housing Corp. (“CHC”) in respect of a proposed business combination transaction between the Filer and CHC involving CHC acquiring all of the shares of the Filer pursuant to a plan of arrangement under the OBCA, the subsequent amalgamation of the Filer, CHC and a newly-incorporated subsidiary of CHC under the plan of arrangement to form an amalgamated corporation named “Canadian Student Living Group Inc.” (the “Resulting Issuer”) and the concurrent completion of a series of acquisitions of student housing properties (the “Qualifying Acquisition”).

8.             In connection with the Qualifying Acquisition, the Filer is required to prepare and file a management information circular (the “Information Circular”) to be delivered to its shareholders in connection with a meeting of its shareholders to be called to seek shareholder approval for the Qualifying Acquisition under Part X. The Information Circular is required to include disclosure about the Qualifying Acquisition, prescribed under securities legislation and described in the form of prospectus that the applicable entity would be eligible to use immediately prior to the sending and filing of the information circular under the requirements of Section 14.2 of Form 51-102F5 which is in the form required by Form 41-101F1 Information Required in a Prospectus (“Form 41-101F1”).

9.             In connection with the Qualifying Acquisition, the Filer filed a non-offering prospectus dated and receipted on November 25, 2016 in the form required by Form 41-101F1 with each of the provincial and territorial securities regulatory authorities in Canada (the “Prospectus”).

10.          The Prospectus, in the form required by Form 41-101F1, will be incorporated by reference in the Information Circular.

Decision

The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Maker under the Legislation is that:

(a)           the Exemption Sought is granted to the Filer provided that the Prospectus is incorporated by reference in the Information Circular; and

(b)           the Exemption Sought will terminate in respect of the Filer if the Filer does not complete the Qualifying Transaction in the manner contemplated in this decision.

“Winnie Sanjoto”
Manager, Corporate Finance