Securities Law & Instruments

Headnote

Subsection 80 (b) (iii) - exemption from the requirement of section 79 of the Act to deliver to security holders the interim comparative financial statements.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss77(1), 79 and 80 (b)(iii).


IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
ROYOP PROPERTIES CORPORATION

ORDER
(subsection 80 (b)(iii))

UPON the application of Royop Properties Corporation ("Royop") to the Ontario Securities Commission (the "Commission") for an order, pursuant to subsection 80 (b)(iii) of the Securities Act (Ontario) (the "Act"), that Royop be exempted from the requirements under sections 77 and 79 of the Act to file interim financial statements for the period ended June 30, 2000 (the "Second Quarter Financial Statements") and to mail the Second Quarter Financial Statements to its security holders;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON Royop having represented to the Commission that:

1. Royop is a corporation existing under the Canada Business Corporations Act (the "CBCA");

2. Royop's fiscal year end is December 31;

3. Royop is authorized to issue an unlimited number of common shares (the "Royop Shares"), of which 38,617,401 Royop Shares were issued and outstanding on August 22, 2000;

4. Royop is a reporting issuer or the equivalent in Ontario, British Columbia, Alberta and Saskatchewan (the "Jurisdictions") and the Royop Shares are listed for trading on The Toronto Stock Exchange;

5. On May 31, 2000, Royop entered into an arrangement agreement with H&R Real Estate Investment Trust ("H&R REIT") whereby H&R REIT will acquire all of the Royop Shares and holders of Royop Shares will receive, in exchange for each Royop Share held, 0.0938 of a unit of H&R REIT;

6. The transaction has been structured as a plan of arrangement (the "Arrangement") pursuant to section 192 of the CBCA;

7. On July 25, 2000, a notice of annual and special meeting (the "Meeting") of shareholders, management proxy circular, letter of transmittal and proxy form were sent to holders of Royop Shares;

8. The Meeting was held on August 22, 2000 where the requisite majorities of holders of Royop Shares approved Arrangement on August 25, 2000;

9. The Ontario Superior Court of Justice (the "Court") approved the Arrangement on August 25, 2000;

10. The Arrangement is expected to become effective on August 30, 2000 when the Director under the CBCA issues a Certificate of Arrangement effecting the Arrangement; and

11. Once the Arrangement is effective, H&R REIT will own all of the outstanding Royop Shares.

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

IT IS ORDERED, pursuant to subsection 80(b)(iii) of the Act, that the requirement to file the Second Quarter Financial Statements and to concurrently send the Second Quarter Financial Statements to the holders of its securities shall not apply to Royop, provided that:

(a) H&R REIT files an application as soon as possible to the various applicable securities regulatory authorities or regulators to have Royop deemed to have ceased to be a reporting issuer in the Jurisdictions; and

(b) Arrangement becomes effective on or about August 30, 2000.

August 29 th , 2000.

"J. A. Geller"      "Howard I. Wetston"