Securities Law & Instruments

Headnote

 

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

 

Applicable Legislative Provisions

 

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

 

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

DIR INDUSTRIAL PROPERTIES INC.

(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 a corporation incorporated under the OBCA and is the continuing corporation resulting from the amalgamation on July 19, 2013 of C2C Industrial Properties Inc. (C2C) and Dundee Industrial Atlantic Acquisition Inc. (the Offeror).

 

2.             The Applicant is an “offering corporation” as defined in the OBCA.

 

3.             The Applicant has an authorized capital consisting of an unlimited number of common shares (Common Shares) and redeemable preference shares (Redeemable Preference Shares), of which one Common Share and no Redeemable Preference Shares are currently issued and outstanding.

 

4.             The Applicant’s head office is located at 30 Adelaide Street East, Suite 301, Toronto, Ontario, M5C 3H1.

 

5.             Dream Industrial Real Estate Investment Trust (Dream Industrial REIT) is an unincorporated, open-ended real estate investment trust governed by the amended and restated declaration of trust of Dream Industrial REIT dated as of May 5, 2014, as it may be amended or restated.

 

6.             Dream Industrial Limited Partnership (Dream Industrial LP) is a limited partnership formed under the laws of the Province of Ontario on December 21, 2010.

 

7.             Dream Industrial LP is a direct subsidiary of Dream Industrial REIT.

 

8.             The Applicant is a direct subsidiary of Dream Industrial LP.

 

9.             On May 15, 2013, Dream Industrial REIT indirectly acquired approximately 95% of the outstanding common shares of C2C pursuant to a take-over bid. On June 18, 2013, C2C and the Offeror entered into an amalgamation agreement providing for the amalgamation of C2C and the Offeror to form the Applicant (the Amalgamation).

 

10.          As a result of the Amalgamation, Dream Industrial LP became the sole shareholder of the Applicant. The Amalgamation was completed on July 19, 2013.

 

11.          Pursuant to the Amalgamation, the outstanding 6.25% convertible unsecured subordinated debentures due November 30, 2017 of C2C (the Convertible Debentures) became obligations of the Applicant under applicable law.

 

12.          Following the Amalgamation, the Convertible Debentures continued to be listed and posted for trading on the Toronto Stock Exchange (TSX) under the symbol “DIN.DB”.

 

13.          The outstanding Convertible Debentures were repaid in full at maturity on November 30, 2017 and the Convertible Debentures were de-listed from the TSX effective the close of trading on November 30, 2017.

 

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

 

15.          On January 23, 2018, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario, and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

 

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.

 

DATED at Toronto, this 2nd day of February, 2018.

 

“Mark J. Sandler”

Commissioner

Ontario Securities Commission

“Frances Kordyback”

Commissioner

Ontario Securities Commission