Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.

Subsection 1(6) of the OBCA - Issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5. as am.s. 83.

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, MANITOBA,ONTARIO, QUEBEC,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

OXFORD PROPERTIES GROUP INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (collectively, the "Decision Makers")in each of the provinces of Alberta, Saskatchewan, Manitoba,Ontario, Québec, Nova Scotia and Newfoundland and Labrador(the "Jurisdictions") has received an applicationfrom Oxford Properties Group Inc. ("Oxford") for:

(a) a decision pursuant to the securitieslegislation of each of the Jurisdictions (the "Legislation")that Oxford be deemed to cease to be a reporting issueror its equivalent under the Legislation; and

(b) in Ontario only, an order pursuant tothe Business Corporations Act (Ontario) (the "OBCA")that Oxford be deemed to have ceased to be offering itssecurities to the public.

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),Ontario is the principal regulator for this application;

AND WHEREAS Oxford has represented tothe Decision Makers that:

1. Oxford is a corporation governed by theOBCA with its registered office located at Oxford Tower, 130Adelaide Street West, Suite 1100, Toronto, Ontario M5H 3P5;

2. Oxford is a reporting issuer or its equivalentunder the Legislation and is not in default of any requirementsunder the Legislation;

3. The authorized capital of Oxford consistsof an unlimited number of common shares, of which 54,884,335were issued and outstanding as at September 11, 2002 (the"Common Shares"), all of which are held by a wholly-ownedsubsidiary of BPC Properties Ltd. ("BPC");

4. As a result of take-over bids by BPC (the"Bids") in September 2001 to acquire all of theCommon Shares and public convertible debentures of Oxfordand the early redemption by Oxford of its publicly held seniorunsecured debentures (the senior unsecured debentures togetherwith the common shares and convertible debentures being collectivelyreferred to as the "Public Securities"), the onlyholders of securities of Oxford which were issued by Oxfordby prospectus are BPC and 2006186 Ontario Inc., a wholly-ownedsubsidiary of BPC;

5. As at September 30, 2002, on a consolidatedbasis Oxford had approximately $1.6 billion outstanding indebt secured on real estate properties and approximately $351million outstanding in unsecured debt. Such outstanding unsecureddebt is owed to an affiliate of BPC with the exception ofapproximately $6.5 million consisting of capital lease obligations.Such outstanding secured debt consists of (a) debt issuedby affiliated entities ("Subsidiary Entities") withinthe Oxford consolidated group of entities collectively, "SubsidiaryDebt"), (b) conventional commercial real estate mortgagesheld by various institutions for which Oxford or Oxford SubsidiaryEntities are the mortgagors (collectively, "ConventionalMortgages"), and (c) various other types of indebtednesssecured by a mortgage or charge on real estate (collectively"Mortgage Debt") which was issued by SubsidiaryEntities or corporations which were acquired by Oxford afterthe issuance of the Mortgage Debt.

6. Following the Bids, Oxford amalgamatedwith certain of its subsidiaries. As a result of these amalgamations,Oxford became liable for the debt obligations of the subsidiaries,including certain Mortgage Debt (collectively, "SubsidiaryMortgage Debt"). None of this Subsidiary Mortgage Debtwas issued by prospectus and none of the subsidiaries whichamalgamated with Oxford were reporting issuers. There are17 registered holders of this Subsidiary Mortgage Debt with11 holders in Ontario, five holders in Manitoba and one holderin the United States;

7. Other than the Public Securities held byBPC and 2006186 Ontario Inc., Oxford has no securities, includingdebt securities, outstanding which were issued by prospectus;

8. The Oxford common shares were de-listedfrom the Toronto Stock Exchange on November 1, 2001 and nosecurities, including any debt securities, of Oxford are listedor quoted on any exchange or market; and

9. Oxford does not intend to seek public financingby way of an offering of its securities to the public.

AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation whichprovides the Decision Maker with the jurisdiction to make theDecision;

THE DECISION of the Decision Maker pursuantto the Legislation is that Oxford Properties Group Inc. is deemedto have ceased to be a reporting issuer, or its equivalent,under the Legislation as of the date hereof.

January 21, 2003.

"John Hughes"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCAthat Oxford is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.

January 21, 2003.

"Kerry D. Adams"                    "RobertL. Shirriff"