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Securities Exchange Act of 1934
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Re: |
Reuters Group PLC and Thomson Reuters PLC |
Dear Ms. Do:
This responds to your letter dated February 29, 2008, as supplemented by conversations with the staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you presented there. The defined terms used here have the same meaning as in your letter, unless otherwise noted.
A. Division of Corporation Finance
Based on your opinion of counsel that the Dealing Facility does not constitute an "issuer tender offer" subject to Rule 13e-4, the facts presented and representations made in your correspondence and in conversations with the staff, the Division of Corporation Finance, without necessarily concurring with the analysis and conclusions set forth in your letter, will not recommend that the Commission take enforcement action against Reuters Group PLC or Thomson-Reuters PLC if the Dealing Facility is conducted without compliance with Section 13(e) of the Exchange Act, or Rules 13e-4 and 14e-1(b) and (c) thereunder. Furthermore, due to the need for Eligible Holders to have a minimum time period during which to consider the terms of the Dealing Facility, we have required that you limit the scope of your no-action relief request under Rule 14e-1.
The Division of Corporation Finance particularly notes that:
B. Division of Trading and Markets
The Office of Chief Counsel of the Division of Trading and Markets has asked us to advise you that, without necessarily agreeing with the analysis and conclusions set forth in your letter, it will not recommend enforcement action to the Commission under Section 15(a) of the Exchange Act if Reuters, T-R PLC, the Registrar, Equiniti Financial Services Limited, the U.K.Broker, the Call Center Operator, and Deutsche Bank Trust Company Americas conduct the activities described in your letter without registering as broker-dealers in accordance with Section 15(b) of the Exchange Act.
You represent that Deutsche Bank Trust Company Americas is a bank within the meaning of Section 3(a)(6) of the Exchange Act and entitled to rely on the exemption from the definition of "broker" provided in Section 3(a)(4) of the Exchange Act and Regulation R, Rule 781 (17 C.F.R. 247.781).1 Accordingly, the Division of Trading and Markets takes no position on the application of the broker-dealer registration requirements of Section 15(a) of the Exchange Act as applied to Citibank.
The Office of Trading Practices and Processing will not recommend that the Commission take enforcement action pursuant to Rule 14e-5 under the Exchange Act in the event that the U.S. Broker, the U.K. Broker, Equiniti Financial Services Limited, acting on behalf of the Registrar, or the ADS Depositary (or their respective affiliates) make open market purchases of T-R PLC Securities outside of the Dealing Facility while the Dealing Facility is in effect.
Furthermore, you have not asked for relief from, and we do not address, Regulation M with respect to purchases of T-R PLC Shares or T-R PLC ADSs by T-R PLC or any other party while the Dealing Facility is in effect.
These no-action positions expressed are based solely on the facts presented and representations made in your letter attached, including the opinion of counsel contained there, and are strictly limited to the application of the rules cited to the Dealing Facility, as described in your correspondence. Such transactions 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 and representations.
In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 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 must rest with the participants in the transactions. The Divisions of Corporation Finance and Trading and Markets express no view with respect to any other questions that the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction. This response expresses the positions of the Divisions of Corporation Finance and Trading and Markets on enforcement action only and does not express any legal conclusions on the questions presented. Different facts or conditions might require another result.
Sincerely,
For the Division of Corporation Finance,
Mauri L. Osheroff
Associate Director
For the Division of Trading and Markets,
Office of Trading Practices
Josephine J. Tao
Assistant Director
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2008/reuters022908-13e-4.htm
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