Securities Act of 1933
Based on the facts presented, the Division will not recommend enforcement action to the Commission if the Company, in reliance on your opinion that the exception to registration provided by Rule 145(a)(2) is available, effects the Conversion to a "Societas Europaea" as described in your letter without registration under the Securities Act. In reaching this position, we note particularly your representations that:
Capitalized terms in this response have the same meanings defined in your letter.
This position is based on the representations made to the Division in your letter. Any different facts or conditions may require a different result. Further, this letter only expresses the Division's position on enforcement and does not purport to express any legal conclusions on the question presented.
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