Securities Exchange Act of 1934
Unconditional Mandatory General Offers for Shares of Asia Satellite Telecommunications Holdings Limited
Dear Mr. Vranka:
We are responding to your letter dated May 25, 2007 addressed to Brian V. Breheny and Pamela Carmody, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.
Based on the facts presented and the representations made in your letter dated May 25, 2007, as supplemented by telephone conversations with the staff, the Commission hereby grants an exemption from Rule 14d-10(a)(1) under the Exchange Act. This exemption permits the Parties to make the U.S. Offer available only to U.S. holders of Ordinary Shares and to holders of ADSs, wherever located. All non-U.S. holders of Ordinary Shares may participate in the Hong Kong Offer.
The foregoing exemptive relief is based solely on your representations and the facts presented in your May 25, 2007 letter, including your representation regarding the conflicting regulatory schemes and tender offer practices, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of these rules to the proposed transactions. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rest with the participants in any offer. The Division of Corporation Finance expresses no views on any other questions that may be raised by these transactions, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, any offer.
For the Commission,
By the Division of Corporation Finance,
Pursuant to delegated authority,
Brian V. Breheny
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
The Incoming Letters are in Acrobat format.
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