SEC Division of Corporation Finance no-action letter: Bunzl plc

May 25, 2005
Section 2(3), Section 5
Rule 144 and Rule 145 under the
Securities Act of 1933
Securities and Exchange Commission,
450 Fifth Street, N.W.,
Washington, D.C. 20549
Attention: Division of Corporation Finance
Office of International Corporate Finance
Re: Bunzl plc Demerger
Dear Sir or Madam:
We are acting as United States counsel to Bunzl plc, a public limited company incorporated under the laws of England and Wales (“Bunzl”) in connection with the proposed spin-off or demerger (the “Demerger”) from Bunzl of its cigarette filters, bonded fibre products and plastic technologies businesses (collectively, the “Filtrona Business”). In general terms, the Demerger will be effected in two steps. First, the Filtrona Business will be transferred to a public limited company to be incorporated under the laws of England and Wales (“Filtrona”) in a series of intra-group transfers. Second, Bunzl will declare a dividend in specie on its ordinary shares (the “Bunzl Shares”) to be satisfied by the issuance of ordinary shares in Filtrona (the “Filtrona Shares”) to holders of Bunzl Shares pro rata to their holdings in Bunzl (the “Distribution”). Immediately following completion of the Distribution, Filtrona and Bunzl will have identical share registers. On behalf of Bunzl, we respectfully request that the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “Commission”) confirm that (i) the Division will not recommend enforcement action to the Commission if the Demerger and the Distribution are effected as described herein without registration of the Filtrona Shares under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon our opinion that the Distribution will not constitute an “offer to sell”, “sale” or “other disposition for value” of securities within the meaning of Section 2(3) of the Securities Act, and (ii) the Filtrona Shares received by Bunzl shareholders will not be deemed “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act.