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by Stockwatch Business Reporter

The TSX Venture Exchange gained a fraction to 802.62 Thursday. Phillip Burns and Thomas Schwartz have filed a preliminary prospectus to list their first capital pool shell, European Commercial Real Estate Ltd. The shell is selling a $1.77-million initial public offering of 17.7 million shares at 10 cents through CIBC World Markets Inc.

European Commercial also has 10 million escrowed shares, which it sold last month at five cents to its directors and officers (each of whom is discussed below). The directors and officers are subscribing for another 27.3 million escrowed shares in a private placement at 10 cents. The shell expects to close the $2.73-million private placement concurrently with its IPO.

Mr. Burns, 47, is the chief executive officer and a director of the shell. He holds 2.3 million of the 10 million escrowed shares already issued. Mr. Burns is the founder of Maple Knoll Capital Ltd., a private equity firm in London, England, that focuses on European real estate. He is also a director of Irish Residential Properties REIT PLC, which trades on the Irish Stock Exchange and last closed at 1.19 euros. Previously, Mr. Burns was the CEO of German real estate investment manager Corestate Capital Holding SA; a managing director of British private equity firm Terra Firma Capital Partners Ltd.; and a corporate lawyer with New York firm Skadden, Arps, Slate, Meagher & Flom LLP. He now lives in Paris.

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