Bank of Nova Scotia Properties Purchases and Sells Scotia Centre

The Bank of Nova Scotia Properties Inc. (BNSPI), a wholly owned subsidiary of The Bank of Nova Scotia (BNS), completed the purchase and subsequent sale of a 50 per cent interest in Scotia Centre, a 41-storey, 570,000 square foot office/retail complex in Calgary, on October 20, 2006.

BNS is currently a 50 per cent co-owner of Scotia Centre. Prior to the closing, the other 50 per cent co-owner was Oxford Properties Group Inc., as the legal and registered owner in trust for OMERS Realty Corporation, the beneficial owner. In accordance with the co-ownership agreement, Oxford/OMERS elected to sell its 50 per cent interest in Scotia Centre (the sale interest) and BNS elected to purchase such interest, through BNSPI, pursuant to a right of first offer.

Upon acquisition of the sale interest, BNSPI immediately sold such interest to SC Calgary Properties Limited Partnership (SCLP), the assignee of the rights of PSPIB-Re Direct Inc. (PSPIB) and Aspen Properties Ltd. of the purchase agreement with BNSPI. SCLP took title to its 50 per cent interest through SC Calgary Properties Ltd. (SCLTD) as general partner of SCLP. This transaction closed immediately after the BNSPI purchase from Oxford/OMERS at a purchase price of $100,000,000.

BNS and BNSPI were represented in this transaction by Boris Zayachkowski, in-house counsel, and by Kevin Keyes (commercial real estate), Robert McCue (tax), Daniel Hayhurst (pensions), Patricia Steele (corporate/commercial), Eugene Friess (tax) and Darren Taylor (commercial real estate) of Gowling Lafleur Henderson LLP.

Aspen and SCLP were represented by Wayne Whitlock (commercial real estate) of Bennett Jones LLP.

Oxford and OMERS were represented by Greg Liakopoulos, in-house counsel, and by Brian Sherman (commercial real estate), Robert Housman (commercial real estate) and Ryan Doig (corporate/commercial) of Macleod Dixon LLP.

PSPIB was represented by Fawaz El Malki, in-house counsel, and by Sébastien Thériault (commercial real estate) of Davies Ward Phillips & Vineberg LLP.