Deer Valley Shopping Centre Limited Partnership and Amalgamated Income Limited Partnership - s. 144

Headnote

Partial revocation of a cease trade order in connection with a take-over bid, to permit, among other things, the making of the bid, the tender of securities and the take-up and payment for tendered securities.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

DEER VALLEY SHOPPING CENTRE LIMITED

PARTNERSHIP AND AMALGAMATED INCOME LIMITED

PARTNERSHIP ("AMALGAMATED LP" OR

THE "APPLICANT")

ORDER

(Section 144)

WHEREAS the securities of Deer Valley Shopping Centre Limited Partnership ("Deer Valley LP") are subject to a cease trade order made by the Director dated September 29, 2006 pursuant to paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act, which order was made in connection with a temporary cease trade order made by the Director dated September 18, 2006 pursuant to paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (collectively, the "Cease Trade Order") directing that trading in the securities of Deer Valley LP cease unless revoked by a further order of revocation;

AND WHEREAS the Applicant is proposing to make an unsolicited offer to purchase, pursuant to the rules for take-over bids applicable to such offer, on and subject to the terms and conditions of the proposed offer and circular, all of the outstanding securities of Deer Valley LP (the "Offer").

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act for a partial revocation of the Cease Trade Order.

AND WHEREAS the Applicant has represented to the Commission that:

1. Deer Valley LP is a limited partnership registered under the Partnership Act (Alberta) on July 2, 1981 and has been a reporting issuer under the Act since May 3, 1983. The general partner of Deer Valley LP, Deer Valley Shopping Centre Ltd., has its head office in Winnipeg, Manitoba.

2. The authorized capital of Deer Valley LP consists of 2,500 limited partnership units ("Units"). Other than the Units, Deer Valley LP has no securities, including debt securities, outstanding. According to the Deer Valley LP audited financial statements for the year ended December 31, 2006, Deer Valley LP has 185 Unitholders ("Unitholders"), including the Applicant.

3. Deer Valley LP is a reporting issuer under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec and Newfoundland & Labrador and is not a reporting issuer in any other jurisdiction in Canada.

4. The Units are not listed or quoted on any exchange or market in Canada or elsewhere. In addition to the Cease Trade Order, the securities of Deer Valley LP are also subject to cease trade orders issued by each of the securities regulatory authorities in the provinces of Saskatchewan, Manitoba, British Columbia and Quebec as described below.

5. The Cease Trade Order, and the similar orders of each of the securities regulatory authorities in the provinces of Saskatchewan (February 12, 2001), Manitoba (September 27, 2006), British Columbia (May 21, 1998) and Quebec (October 22, 1998), were issued due to the failure of Deer Valley LP to file with such securities regulatory authorities interim financial statements and audited annual financial statements for various reporting years as required by applicable securities legislation.

6. Amalgamated LP is a limited partnership registered under the Partnership Act (British Columbia) on November 24, 1994. The general partner of Amalgamated LP, Amalgamated General Partner Ltd., has its head office in Calgary, Alberta.

7. The Applicant is a reporting issuer or has equivalent status in all jurisdictions in Canada and its limited partnership units ("Amalgamated LP Units") are posted and listed on the Toronto Stock Exchange under the trading symbol "AI.UN".

8. Amalgamated LP is proposing to make the Offer to acquire all the Units of Deer Valley LP, not already beneficially owned, directly or indirectly, by Amalgamated LP or affiliates thereof in exchange for, at the election of each Unitholder, cash or Amalgamated LP Units, by mailing a formal take-over bid circular to the Unitholders and filing it with the Commission in accordance with the Act.

9. Amalgamated LP is proposing to make the Offer by mailing a circular to Unitholders in July 2007, and the Offer is to remain open for a minimum of 35 days.

10. The terms of the Cease Trade Order prohibit Amalgamated LP from:

10.1 making the Offer to the Unitholders;

10.2 entering into lock-up agreements with the Unitholders in connection with the Offer;

10.3 taking-up and paying for the Units tendered to the Offer; and

10.4 taking such other actions in further of a trade in the Units as may be reasonably required to permit the Offer and the tenders of Units there under.

11. The Applicant has also applied to the securities regulatory authorities in each of the provinces of Saskatchewan, Manitoba, British Columbia and Quebec for a partial revocation of the cease trade orders affecting the securities of Deer Valley LP in effect in those provinces.

AND WHEREAS considering the Application and the recommendation of staff to the Director;

AND WHEREAS the Director is satisfied that the following order is not prejudicial to the public interest;

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is hereby partially revoked solely to permit:

1. Amalgamated LP to make the Offer by mailing of the circular to Unitholders;

2. Amalgamated LP to enter lock-up agreements with the Unitholders in connection with the Offer;

3. Unitholders to tender Units to the Offer;

4. Amalgamated LP to take-up and pay for Units tendered to the Offer; and

5. Amalgamated LP to take such other actions in furtherance of a trade of the Units as may be reasonably required to permit the Offer and the tenders of, and the taking up and paying for, the Units there under.

DATED July 5th, 2007.