RegAlert2003-10-09
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SEC Division of Corporation Finance no-action letter: Hanson PLC, Hanson Building Materials PLC
Hanson Building Materials PLC (HBM) may file post-effective amendments to Hanson PLC's existing registration statements under Rule 414, provided shareholders receive a circular with information substantially similar to a Regulation 14A proxy statement. HBM may utilize Hanson's prior reporting history to determine eligibility for Forms F-3, F-4, and S-8 following the reorganization. Persons holding Hanson ordinary shares registered under Section 12 of the Exchange Act are not required to file additional or amended Schedule 13D or 13G statements, provided they note HBM as the successor in their next subsequent filings.
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Securities Exchange Act of 1934 - Rule 12g-3
October 9, 2003
Response of the International Corporate Finance Division of Corporation Finance
Re: Hanson PLC ("Hanson") Hanson Building Materials PLC ("HBM") Incoming letter dated October 8, 2003
Based on the facts presented, the Division's views are set forth below. Capitalized terms have the meanings defined in your letter.
Without necessarily agreeing with your analysis, the Division will not object if HBM files post-effective amendments to Hanson's existing registration statements under Rule 414. In reaching this position, the Division notes that all shareholders (including ADS holders) of Hanson will receive the shareholders circular containing information substantially similar to that required in a proxy statement complying with the requirements of Regulation 14A under the Exchange Act.
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