RegAlert2008-12-10
Added · Updated
SEC Division of Corporation Finance no-action letter: Her Majesty's Government
Her Majesty's Treasury and UK Financial Investments Ltd may satisfy Exchange Act Section 13(d) reporting obligations for Assisted Bank Registrants by filing an Alternative Schedule 13D that incorporates UK Disclosure and Transparency Rules notifications instead of the standard Schedule 13D. This relief permits amendments to the Alternative Schedule 13D to be filed promptly following public notice by the issuer, rather than within the customary one to two business days. The arrangement applies to entities acquiring significant ownership stakes in UK banking institutions through the government's recapitalization scheme.
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DAVIS POLK & WARDWELL
99 GRESHAMSTREET
LONDON EC2V 7NG
020 7418 1300
FAX 020 74 18 1400
December 10,2008
Re: Her Majesty's Government -Exchange Act Section 13(d) Reporting Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission Mailstop 36-28 100 F Street, N.E. Washington, D.C. 20549 United States Dear SirIMadam:
We are writing on behalf of our client, Her Majesty's Treasury ("HMT"), a department of Her Majesty's Government of the United Kingdom of Great Britain and Northern Ireland ("HMG). We have worked with Slaughter and May, HMT's UK counsel, in connection with the preparation of this letter. As described in more detail below, HMT has announced a recapitalization scheme in respect of the United Kingdom's banking industry, which may result in HMT acquiring significant ownership interests in certain UK banking institutions that are registrants (such institutions in which HMT acquires an ownership interest under such scheme, "Assisted Bank Registrants") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). It was announced on November 28,2008 by The Royal Bank of Scotland Group plc ("RBSG), a registrant under the Exchange Act, that HMT would acquire approximately 57.9% of RBSG in connection with this Scheme, as described in more detail below. We hereby request that the staff (the "Staff ') of the Securities and Exchange Commission (the "Commission" or the "SEC") grant no-action relief from Section 13(d) of the Exchange Act ("Section 13(d)") and Rule 13d-1 (a) and 13d-2(a) under the Exchange Act ("Rule 13d") to permit HMT (as well as UK
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