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Securities Exchange Act of 1934
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RE: |
Tender Offer for Shares of Chemoil Energy Limited |
Dear Ms. Hing:
We are responding to your letter dated December 14, 2009 addressed to Michele Anderson, Christina Chalk, Mellissa Campbell Duru and Josephine Tao, as supplemented by telephone conversations with the staff, with regard to your request for no-action and exemptive relief. We attach a copy of your letter to avoid having to repeat or summarize the facts you present there. Defined terms we use here have the same meaning as in your letter of December 14, 2009, unless otherwise noted.
On the basis of your representations and the facts presented in your letter, the Commission hereby grants an exemption from Rule 14e-5 under the Exchange Act to permit the Purchaser to purchase the Majority Shares pursuant to the Purchase Agreement outside of the Offer. You do not request, and we do not grant, any relief regarding any other purchases or arrangements to purchase Shares outside the Offer. In taking this position, we particularly note the following representations:
The Commission grants this exemption from Rule 14e-5 under the Exchange Act to permit the Purchaser to purchase the Majority Shares pursuant to the Purchase Agreement, subject to the following conditions:
In addition, based on the facts presented and the representations made in your letter dated December 14, 2009 and as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(c) under the Exchange Act. This no-action position allows the payment for Shares tendered during the Offer up to, and no more than, ten calendar days following the expiration of the Offer in accordance with the Singapore Code and related rules and regulations and market practice in Singapore. In taking this position, we note that payment for tendered shares will be made on a rolling basis within ten calendar days of receipt of tender, with the Shares that are tendered on the last day of the Offer being paid for no more than ten calendar days after expiration of the Offer.
The foregoing exemptive and no-action relief is based solely on your representations and the facts presented in your letter dated December 14, 2009, as supplemented by telephone conversations with the staff. The relief is strictly limited to the application of the rules and statutory provisions listed above to your proposed transaction. Such transaction should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.
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. The participants in the transaction contemplated by this letter must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Trading & Markets express no views on any other questions that may be raised by this transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to this transaction.
For the Commission,
by the Division of Corporation Finance
pursuant to delegated authority
Michele M. Anderson
Chief, Office of Mergers and Acquisitions
For the Commission,
by the Division of Trading and Markets
pursuant to delegated authority
Josephine J. Tao
Assistant Director, Division of Trading & Markets
The Incoming Letters are in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
chemoilenergy121409-sec14.htm
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