RegAlert2002-03-19
Added · Updated
SEC Division of Corporation Finance no-action letter: CGNU plc
The Division of Corporation Finance will not recommend enforcement action if CGNU plc and its Designated Entities report beneficial ownership on Schedule 13G under Rule 13d-1(b). CGNU and the Designated Entities are prohibited from using Schedule 13G if they acquire securities with the purpose or effect of changing or influencing control of the issuer. As a parent holding company, CGNU's aggregate holdings held directly or indirectly through non-Designated Entities must not exceed 1% of the subject class of outstanding securities. Intermediate holding companies may also file on Schedule 13G provided they do not own more than 1% of the subject class through entities that are not Designated Entities or persons described in Rule 13d-1(b)(1)(ii).
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Securities Exchange Act of 1934 Rule 13d-1(b)(1)
March 19, 2002
Response of the Office of Mergers and Acquisitions Division of Corporation Finance
Edward F. Greene, Esq. Cleary, Gottlieb, Steen & Hamilton City Place House 55 Basinghall Street London EC2V 5EH
Re:
CGNU plc and Designated Entities Incoming letter dated March 19, 2002
Dear Mr. Greene:
The Division of Corporation Finance will not recommend enforcement action to the Commission if CGNU and the Designated Entities report beneficial ownership on Schedule 13G pursuant to Rule 13d-1(b). CGNU and the Designated Entities may not use Schedule 13G if they acquire the subject securities with the purpose or effect of changing or influencing control of the issuer. In addition, as a parent holding company, the aggregate holdings of CGNU plc held directly, or indirectly through subsidiaries that are not Designated Entities or persons described in Rule 13d-1(b)(1)(ii), must not exceed 1% of the subject class of outstanding securities.
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