RegAlert2008-06-27
Added · Updated
SEC Division of Corporation Finance no-action letter: Orbis Group
The Division of Corporation Finance will not recommend enforcement action if the Orbis Group entities report beneficial ownership of registered equity securities on Schedule 13G as qualified institutional investors under Rule 13d-1(b) rather than as passive investors under Rule 13d-1(c) or on Schedule 13D. This relief applies to future holdings acquired in the normal course of business without the purpose of changing or influencing control, provided the entities do not act as a group under Rule 13d-5(b). The relief is contingent on the aggregate beneficial ownership held directly by the Orbis Trustees and Orbis Holding Companies, or indirectly by their non-qualified subsidiaries, not exceeding 1% of the outstanding registered securities.
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CARTERLED^ & MILBURNLLP
Counselors at Law
701 8th Street. N.W.. Suite 410
Guy P. Lander
Partner
Direct Dial: 212-238-8619
E-mail: Iande@clm.com
2 Wall Street
New York,NY 10005-2072
Tel(212) 732-3200
Fax (212) 732-3232
570 Lexington Avenue
New York, NY 10022-6856
(212) 371-2720
June 27,2008
Via Email; Ori~inal Via Fedex
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
U.S.A.
Attention: Mr. Michael K. Pressman
Ladies and Gentlemen:
We are writing on behalf of the Orbis Group and certain of its entities (the "Oualifvina Entities") as identified in Attachment A hereto. The Orbis Group provides investment management services to institutions and individuals through mutual funds. We request assurance that the Division of Corporation Finance (the "Division") will not recommend enforcement action by the U.S. Securities and Exchange Commission (the "Commission") if the Qualifying Entities report on Schedule 13G the beneficial ownership of equity securities ("Registered Securities") of a class that is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") rather than on Schedule 13D, notwithstanding that they do not technically fall within any of the classes of persons that constitute qualified institutional investors as set forth in Rule 13d-1 (b)(l)(ii) of the Exchange Act. This request is being sought for future holdings of Registered Securities by the Qualifying Entities, and not for current holdings, of the type specified in Rule 13d-l(a), acquired in the normal course of business and not with the purpose nor with the effect of changing or influencing the control of the issuer, nor in connection with or as a participation in any transaction having such purpose or effect. Description of Orbis Group The ultimate control persons of the Orbis Group are Pictet Trustee Company SA and Pictet Overseas Trust Corporation Limited (the "Orbis Trustees"). Pictet Trustee Company SA is the sole trustee of The Orbis Trust, and Pictet Trustee Company SA and Pictet Overseas Trust Corporation Limited are co-trustees of The Orbis Holdings Trust. The Orbis Holdings Trust is the sole owner of Orbis World Limited, which, collectively with The Orbis Trust, owns Orbis
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