Securities Exchange Act of 1934
Rule 14e-1(c)
Rule 14e-5

No-Action and Exemptive Letter: Singfuel Investment Pte. Limited cash tender offer for ordinary shares of Chemoil Energy Limited

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance and the
Office of Trading Practices and Processing
Division of Trading and Markets

December 14, 2009

Via Facsimile and U.S. Mail

Valarie A. Hing
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178

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 Offer will be subject to, and will be structured to comply with, the Singapore Code;
• The Purchase Agreement is permitted under the Singapore Code and the conditions to the Purchase Agreement comply with applicable legal requirements in Singapore;
• The Purchase Agreement will be consummated prior to the commencement of the Offer and, therefore, all conditions under the Purchase Agreement will have been satisfied or waived by the parties thereto prior to the commencement of the Offer;
• The Purchase Agreement is unconditional except for the Limited Conditions;
• The Singapore Code requires the Purchaser to make the Offer at a per-share price at least equal to the highest per share price paid for any shares of the Company acquired by the Purchaser and parties acting in concert with the Purchaser during the six-month period prior to the Offer, including the shares purchased pursuant to the Purchase Agreement; and
• The Offering Document will disclose the closing of the Purchase Agreement, the price paid thereunder, the number of Shares purchased, and the date of such purchase.

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:

• No purchases or arrangements to purchase Shares, otherwise than pursuant to the Purchase Agreement or the Offer, shall be made in the United States;
• The Offering Document, which will be made available in English, will prominently disclose the purchase of the Majority Shares pursuant to the Purchase Agreement, including the date of such purchase, the number of Shares purchased, and the purchase price;
• Upon the request of the Division of Trading and Markets, the Purchaser shall transmit the information specified in number 2 above to the Division of Trading and Markets at its offices in Washington, D.C. within 30 days of such request;
• The Purchaser will comply with applicable legal requirements in Singapore;
• The Purchaser shall retain all documents and other information required to be maintained pursuant to this exemption for a period of not less than two years from the date of the termination of the Offer;
• Representatives of the Purchaser shall be made available (in person at the offices of the Division of Trading and Markets in Washington, D.C. or by telephone) to respond to inquiries of the Division of Trading and Markets relating to their records; and
• Except as otherwise exempted herein, the Purchaser shall comply with Rule 14e-5.

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.

Incoming Letters:

The Incoming Letters are in Acrobat format.

• Incoming Letter 1
• Incoming Letter 2
• Incoming Letter 3

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
chemoilenergy121409-sec14.htm