Automotive Properties Real Estate Investment Trust

  • Date: 2016-01-04

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ALTERNATIVE MONTHLY REPORT PART 4, NATIONAL INSTRUMENT 62-103 (1)

Name and address of the eligible institutional investor: Davis-Rea Ltd. (“Davis-Rea”) 79 Wellington Street West, Suite 3535 Toronto, ON M5K 1J3

(2)

Net increase or decrease in the number or principal amount of securities, and in the eligible institutional investor’s securityholding percentage in the class of securities, since the last report filed by the eligible institutional investor under Part 4 or the early warning requirements: Not applicable.

(3)

Designation and number or principal amount of securities and the eligible institutional investor’s securityholding percentage in the class of securities at the end of the month for which this report is made: The securities of Automotive Properties REIT (the “Issuer”) to which this report relates are owned by the Davis-Rea Enhanced Income Fund, the Davis-Rea Equity Fund, the Davis-Rea Fixed Income Fund and various client accounts of Davis-Rea (collectively, the “Registered Parties”). Davis-Rea has investment discretion with regards to the securities owned by the Registered Parties. As such, Davis-Rea may have the power to vote, or direct the voting, and to dispose, or direct the disposition, of the securities of the Issuer which are owned by the Registered Parties. As of December 31, 2015, the Registered Parties held an aggregate of 1,014,200 units of the Issuer (each a “Unit”), which will constitute approximately 12.49% of the issued and outstanding Units of the Issuer, calculated in accordance with applicable Canadian securities laws (based on a total of 8,120,000 Units outstanding).

(4)

If applicable, the interest of the eligible institutional investor in related financial instruments involving a security of the reporting issuer that is not otherwise reflected in the current securityholding percentage as set out it paragraph (3), and the material terms of such related financial instruments: Not applicable.

(5)

Designation and number or principal amount of securities and the percentage of outstanding securities referred to in paragraph (3) over which (i)

the eligible institutional investor, either alone or together with any joint actors, has ownership and control:

-2For purposes of applicable Canadian securities laws, Davis-Rea may be considered to have control or direction over 1,014,200 Units, which constitute approximately 12.49% of the Units, calculated in accordance with applicable Canadian securities laws (based on a total of 8,120,000 Units outstanding). See Items 1 and 3 above. (ii)

the eligible institutional investor, either alone or together with any joint actors, has ownership but control is held by other entities other than the eligible institutional investor or any joint actor: None

(iii)

the eligible institutional investor, either alone or together with any joint actors, has exclusive or shared control but do not have ownership: See Items 1 and 3 above.

(6)

Purpose of the eligible institutional investor and any joint actors in acquiring or disposing of ownership of, or control over, the securities, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer: The Units were purchased in the ordinary course of business of the Registered Parties. Davis-Rea expects to evaluate on an ongoing basis the Issuer’s financial condition, business, operations and prospects, the market price of the securities of the Issuer, conditions in the securities markets generally, general economic conditions and industry conditions and other factors. Depending on such review, Davis-Rea may make purchases or may sell or transfer Units or other securities of the Issuer over which they may be considered to have control or direction from time to time in public or private transactions. In addition, Davis-Rea may cause any of the Registered Parties to distribute in kind to their securityholders, as applicable, Units or other securities. Any such transactions may be effected at any time or from time to time subject to applicable law.

(7)

General nature and material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the eligible institutional investor, or any joint actor, and the issuer of the securities or any other entity in connection with any transaction or occurrence resulting in the change in ownership or control giving rise to this report, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities: Not applicable.

(8)

Names of any joint actors in connection with the disclosure required by this report: See Items 1 and 3 above.

-3(9)

If applicable, a description of: (a) any change in any material fact set out in a previous report by the eligible institutional investor under the early warning requirements or Part 4 in respect of the reporting issuer’s securities, or (b) any significant change in a related financial instrument position as set out in paragraph (4) of such previous report: Not applicable.

(10)

Statement that the eligible institutional investor is eligible to file reports under Part 4 in respect of the reporting issuer Davis-Rea is an “investment manager” under paragraph (d) of the definition of “eligible institutional investor” in subsection 1.1(1) of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and is eligible to file reports in respect of the Issuer.

(11)

Other information The filing of this report is not an admission that any entity named in this report owns or controls any securities described in this report or is a joint actor with another named entity. DATED this 4th day of January 2016. DAVIS-REA LTD.

By: “P. Zachary Curry” Name: P. Zachary Curry Title: Chief Operating Officer