Securities Law & Instruments

Headnote

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

Statute Cited

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 WESTCAP INVESTMENTS CORP. (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;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The head office of WestCap is located at 5090 Explorer Drive, Suite 700, Mississauga, Ontario L4W 4T9.

3. On August 25, 2014, the Applicant completed a plan of arrangement with R&R Real Estate Investment Trust (the "REIT"). Prior to the arrangement, the Applicant had an authorized capital consisting of an unlimited number of common shares. Pursuant to the arrangement, common shares of the Applicant were exchanged for either units of the REIT or Class B limited partnership units of R&R Limited Partnership, in each case on a one to one basis, i.e. one unit (or Class B unit) for every one share. Following the arrangement, the Applicant became an indirect wholly-owned subsidiary of the REIT.

4. The outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total worldwide.

5. The common shares of the Applicant were de-listed from the TSX Venture Exchange on August 28, 2014.

6. No securities of the Applicant, including debt securities, are traded in Canada or another country 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 publicly reported.

7. The Applicant was a reporting issuer in Ontario and Alberta (the "Jurisdictions") and is not in default of any securities legislation of the Jurisdictions.

8. A notice of Voluntary Surrender of Reporting Issuer Status was submitted to the British Columbia Securities Commission on September 9, 2014 with an effective date of September 19, 2014 to cease to be a reporting issuer in British Columbia.

9. On September 16, 2014, the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the "Reporting Issuer Relief Requested").

10. The Reporting Issuer Relief Requested was granted on September 22, 2014. As a result, the Applicant is not a reporting issuer or equivalent in any jurisdiction of Canada.

11. The Applicant has no plans and no intention to seek public financing by offering its securities in Canada.

AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;

IT IS ORDERED pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED at Toronto this 26th day of September, 2014.

"Edward P. Kerwin"
Commissioner
Ontario Securities Commission
 
"Mary Condon"
Commissioner
Ontario Securities Commission