Calloway REIT will eliminate its subtrust under a s. 132.2 merger without a unitholder vote

Calloway REIT will be eliminating its subtrust on a rollover basis.  First, the subtrust will transfer its assets under s. 107.4 to a newly-formed subsidiary unit trust ("MFT") of  Calloway, with 3% of MFT's units then being distributed to the Calloway unitholders in order to qualify MFT as a mutual fund trust.  MFT then will be merged into Calloway under s. 132.2.  These same general mechanics have been ruled on (see s. 132.2 – qualifying exchange).

The transaction does not require unitholder approval (so that there will be no circular) and is being implemented without a plan of arrangement (e.g., the second stage of the s. 132.2 merger is to be implemented through a unilateral redemption of units).

Neal Armstrong.  Summary of 1 November 2013 OSC Order for Exemptive Relief respecting Calloway REIT under Other - Subsidiary S. 132.2 Mergers.