Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10).

March 6, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND ALBERTA (the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

INTERRENT INTERNATIONAL PROPERTIES INC.

(the "Filer")

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer is deemed to have ceased to be a reporting issuer in accordance with the Legislation (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications (the "MRRS"):

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

(ii) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions 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 Filer:

1. The Filer is a company existing under the Business Corporations Act (Ontario) (the "OBCA") with its head office located at The Exchange Tower, Box 427, Suite 1800, 300 King Street West, in Toronto, Ontario.

2. The Filer was formed on December 7, 2006 through the amalgamation of InterRent International Properties Inc. ("Old InterRent") and InterRent Properties Inc., who then amalgamated with 20115503 Ontario Inc. to form a wholly-owned subsidiary of InterRent Holdings Limited Partnership ("Holdings"), pursuant to an arrangement (the "Arrangement") completed under section 182 of the OBCA whereby the business and properties of Old InterRent were inter alia, reorganized into a real estate investment trust named InterRent Real Estate Investment Trust (the "REIT").

3. Pursuant to the Arrangement, the former holders of Old InterRent common shares received 1 unit of the REIT in exchange for each 10 common shares of Old InterRent held.

4. Prior to the Arrangement becoming effective, the common shares of Old InterRent were listed on the TSX Venture Exchange (the "TSX-V"). The common shares of Old InterRent were delisted from the TSX-V following the closing of the Arrangement. The units of the REIT are listed on the TSX-V and commenced trading on December 7, 2006 under the symbol "IIP.UN".

5. Upon completion of the Arrangement, the Filer became a reporting issuer by virtue of Old InterRent's status as a reporting issuer in each of the Jurisdictions and in British Columbia.

6. The authorized capital of the Filer consists of an unlimited number of common shares of which one common share is outstanding. The one outstanding common share of the Filer is owned and controlled by Holdings, and there are no other securities, including debt securities, of the Filer outstanding.

7. The Filer is not in default of its obligations under the Legislation other than its obligation to file interim financial statements, related management discussion and analysis, and interim certificates, which were due January 29, 2007.

8. No securities of the Filer are currently traded on a marketplace as defined by National Instrument 12-101 Marketplace Operation.

9. The Filer does not intend to seek public financing by way of a public offering of its securities.

10. The Filer is applying for the Requested Relief in all of the jurisdictions of Canada in which it is currently a reporting issuer. On January 12, 2007, the Filer filed a notice of voluntary surrender of its reporting issuer status with the BC Securities Commission under British Columbia Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status. The Filer ceased reporting in British Columbia on January 22, 2007.

Decision

1. 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.

2. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.

"Wendell S. Wigle"
Commissioner
Ontario Securities Commission
 
"Suresh Thakrar"
Commissioner
Ontario Securities Commission