Securities Exchange Act of 1934
Her Majesty's Government — Exchange Act Section 13(d) Reporting
Dear Mr. Oakes:
We are responding to your letter dated December 10, 2008 addressed to Michele M. Anderson and Peggy Kim, as supplemented by telephone conversations with the staff, with regard to your request for no-action 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.
On the basis of your representations and facts presented in your letter, the staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Section 13(d) and Rules 13d-1(a) and 13d-2(a) under the Exchange Act if HMT and UKFI file an Alternative 13D and amendments to the Alternative 13D in the manner described in your letter. In issuing this no-action position, we considered the following facts, among others:
the acquisition of ownership interests in the Assisted Banking Registrants by HMT and UKFI is pursuant to the United Kingdom's recapitalization scheme for the banking sector and in response to the international financial crisis;
your representations regarding the United Kingdom laws governing the notification of the acquisition and disposal of major shareholdings;
HMT and UKFI have not incurred an obligation to file reports on Schedules 13D or 13G with respect to any equity security registered pursuant to Section 12 of the Exchange Act before the date hereof; and
HMT and UKFI are or will be the only entities with dispositive power over any shares held by HMT in any Assisted Bank Registrant.
The foregoing no-action positions are based solely on your representations and the facts presented in your letter dated December 10, 2008, as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to the acquisition by HMT and UKFI of ownership interests in the Assisted Bank Registrants. Any changes in the facts described and representations made in your letter may change our conclusion.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with HMT and UKFI. This letter expresses our position with respect to Enforcement action only and does not express any legal conclusion on the question presented. The Division of Corporation Finance expresses no view with respect to any other questions that the acquisition of ownership interests in the Assisted Bank Registrants may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the acquisition of ownership interests in the Assisted Bank Registrants as described in your letter.
For the Division of Corporation Finance,
Michele M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
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