Securities Law & Instruments


Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)



(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 (Common Shares).

2. The head office of the Applicant is located at 1 First Canadian Place, Suite 6100, Toronto, Ontario, M5X 1C1.

3. On March 11, 2013, the Applicant completed an arrangement (the Arrangement) under the Business Corporations Act (Ontario), pursuant to an arrangement agreement and plan of arrangement involving the Applicant, PRO Real Estate Investment Trust (PROREIT), PRO REIT GP Inc. and PRO REIT Limited Partnership (PRO REIT LP).

4. The Applicant's issued and outstanding share capital immediately prior to the effective time of the Arrangement was 28,569,368.

5. Following completion of the Arrangement, all issued and outstanding Common Shares were exchanged for trust units of PROREIT (Units) and/or Class B limited partnership units of PRO REIT LP, and all issued and outstanding options to purchase Common Shares were either cancelled or exchanged for options to purchase Units.

6. As of the date of this decision, all of the issued and outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by a sole securityholder, PRO REIT LP, a subsidiary of PROREIT.

7. The Common Shares of the Applicant have been de-listed from the TSX Venture Exchange, effective as of March 13, 2013, contemporaneously with the listing of Units on the TSX Venture Exchange.

8. No securities of the Applicant are traded 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 publically reported.

9. The Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (the Relief Requested).

10. The Applicant has no intention to seek public financing by way of an offering of securities in a jurisdiction of Canada by way of private placement or public offering.

11. The Applicant is not in default of any requirement of the securities legislation in any of the jurisdictions in which it is a reporting issuer.

12. The Applicant ceased to be a reporting issuer in the province of British Columbia on March 24, 2013.

13. The Applicant, upon the grant of the Relief Requested, will no longer be a reporting issuer or the equivalent in any jurisdiction in Canada.

AND UPON the Commission being satisfied 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 be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED at Toronto on this 23rd day of April, 2013.

"Vern Krishna"
Ontario Securities Commission
"James D. Carnwath"
Ontario Securities Commission