2002-06-27
Added · Updated
The Division of Corporation Finance will not recommend enforcement action if Grupo TMM, S.A. de C.V. completes its Reclassification and Exchange without registering under the Securities Act of 1933. This decision relies on the exemption in Section 3(a)(9) for exchanges with existing security holders where no commission is paid. The Division accepts the legal opinion that Grupo TMM is the issuer of the CPOs for exemption purposes, despite the interposition of the CPO Trust due to Mexican foreign investment laws. This position applies specifically to Grupo TMM based on the representations made in the request letter.
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Securities Act of 1933 - Section 3(a)(9)
June 27, 2002
No Action, Interpretive and/or Exemptive Letter:
Response of the Office of International Corporate Finance Division of Corporation Finance
Re:
Grupo TMM, S.A. de C.V. Incoming letter dated June 27
Based on the facts presented and policy considerations, but without necessarily agreeing with your views, the Division will not recommend any enforcement action to the Commission if Grupo TMM, in reliance upon your opinion that registration is not required, undertakes the proposed transaction, defined in your letter as the "Reclassification and Exchange," without compliance with the registration requirements under the Securities Act of 1933.
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