Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- issuer deemed to have ceased being areporting issuer.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUÉBEC, AND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

DUNDEE REALTY CORPORATION

 

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authorityor regulator (collectively, the "Decision Makers")in each of Alberta, Saskatchewan, Ontario, Québec, andNova Scotia (the "Jurisdictions") has received anapplication (the "Application") from Dundee RealtyCorporation ("DRC") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that DRC is deemed to have ceased to be a reporting issuer,or the equivalent, under the Legislation;

AND WHEREAS, under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor the Application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Quebec Commission Notice 14-101;

AND WHEREAS, DRC has represented to theDecision Makers that:

1. DRC is a corporation existing under thelaws of the Province of Ontario. The head office of DRC islocated in Toronto, Ontario.

2. DRC is authorized to issue (a) an unlimitednumber of preferred shares, issuable in series, of which threeseries of preferred shares have been designated as specialshares; special shares, series 2; and special shares, series3, respectively; and (b) an unlimited number of common shares.As of June 30, 2003 there were no preferred shares and 16,264,437common shares of DRC issued and outstanding;

3. Effective on June 30, 2003, all of theissued and outstanding common shares of DRC were acquired(the "Acquisition") by DRC Holding Corp., a subsidiaryof Dundee Bancorp Inc., as part of a transaction that reorganizedthe commercial revenue producing properties of DRC into areal estate investment trust named "Dundee Real EstateInvestment Trust" ("Dundee REIT");

4. Pursuant to the Acquisition, former holdersof DRC common shares (other than Dundee Bancorp Inc., certainof its affiliates and certain members of management of DRC)received 1 REIT Unit, Series A and $3.00 cash for each DRCcommon share held.

5. Other than the common shares held by DRCHolding Corp. referred to above and a 60-day term promissorynote held by Dundee Properties Limited Partnership (a limitedpartnership indirectly controlled by Dundee REIT), DRC hasno other securities, including debt securities, outstanding;

6. DRC does not intend to seek public financingby way of an offering of its securities;

7. DRC is a reporting issuer in each of theJurisdictions and is not in default of any of its obligationsas a reporting issuer;

8. The DRC common shares were delisted fromthe TSX on June 30, 2003, and no securities of DRC are listedor quoted on any exchange or market;

9. Immediately following the grant of reliefcontained in this Decision Document, DRC will not be a reportingissuer in any jurisdiction in Canada;

10. Dundee REIT is an unincorporated, open-endedreal estate investment trust governed by the laws of the Provinceof Ontario. The head office of Dundee REIT is located in Toronto,Ontario;

11. As of June 30, 2003, 9,370,192 REIT Units,Series A were issued and outstanding;

12. Dundee REIT is a reporting issuer in eachof the Provinces of Canada where such a concept exists andis not in default of any of its obligations as a reportingissuer;

13. The REIT Units, Series A are listed onthe Toronto Stock Exchange ("TSX") and commencedtrading on July 2, 2003 under the symbol "D.UN";

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each of the DecisionMakers (collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the Jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that DRC is deemed to have ceased to be areporting issuer under the Legislation.

August 29, 2003.

"C. McInnis"