November 8, 2005
Frederick Wertheim, Esq.
Re: Spark Infrastructure Group
Dear Mr. Wertheim:
Based on the facts and representations set forth in your letter, dated November 8, 2005 (a copy of which is enclosed), the Commission finds that it is appropriate in the public interest and consistent with the protection of investors to grant, and hereby grants, to Deutsche Bank AG (the "Global Coordinator"), Citigroup Global Markets Australia Pty Limited and Merrill Lynch International (Australia) Limited (together with the Global Coordinator, the "Joint Lead Managers"), Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, which are the respective U.S. registered broker-dealer affiliates of the Joint Lead Managers (the "U.S. Selling Agents"), and other broker-dealers who may participate in the U.S. Offering (as defined in your letter) a limited exemption pursuant to Section 36 of the Securities Exchange Act of 1934 ("Exchange Act") from the prohibitions on arranging for the extension of credit contained in Section 11(d)(1) of the Exchange Act. This limited exemption will permit the Global Coordinator, the Joint Lead Managers, the U.S. Selling Agents and other broker-dealers who may participate in the U.S. Offer to offer and sell Stapled Securities (consisting of one ordinary share of Spark Infrastructure Holding No. 1 Limited; one ordinary share of Spark Infrastructure Holding No. 2 Limited; one ordinary share of Spark Infrastructure Holding No. 3 Limited; and one unit of, and a subordinated loan note issued by, Spark Infrastructure RE Limited as Responsible Entity of the Spark Infrastructure Trust (each as defined in the letter)), on an installment basis, to U.S. qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act of 1933 ("Securities Act"), as explained in your letter.
This exemption is granted without necessarily agreeing or disagreeing with the analysis in your letter. It is based solely on the representations contained in the letter, particularly the following:
Different facts or conditions might require a different response.
You request, under 17 C.F.R. Section 200.81(b), that your letter and the staff's response be accorded confidential treatment for 60 days following the date of our response or until such earlier date on which the proposed Offer is first made public. Because we believe that your request for confidential treatment is reasonable and appropriate, we grant it.
For the Commission,
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