RegAlert2005-05-17
Added · Updated
SEC Division of Corporation Finance no-action letter: Royal Dutch Shell PLC
The SEC Staff agrees not to recommend enforcement action regarding Royal Dutch Petroleum Company and Shell Transport's restructuring into Newco, specifically confirming that Newco may be treated as the successor registrant for both entities under Exchange Act Sections 12(b) and 12(g) and Investment Company Act provisions. The Staff further confirms that Newco may satisfy Rule 12g-3 reporting requirements by filing a Form 6-K, include prior reporting history for Rule 144 compliance, and utilize Forms F-3, F-4, and S-8 based on the Parent Companies' prior status. Additionally, exemptive relief is granted to allow the tender offer to expire and withdrawal rights to end despite a surviving scheme condition, and to permit the immediate commencement of a subsequent offer period upon the scheme becoming unconditional.
SEC published 7 documents in the last 30 days — get each new one by email the day it lands.
[[UKCORP:96703v37:2424a:05/17/05--04:19 p]]
CONFIDENTIAL TREATMENT
REQUESTED
Securities Act of 1933
Section 4(3)
Forms F-3, F-4 and S-8
Rules 144, 144A, 145 and Rule 174(b)
Securities Exchange Act of 1934
Sections 12(b) and 12(g)
Rules 12g-3, 14d-7(a)(1) and 14d-11(d)
Investment Company Act of 1940
Section 3(a)
May 17, 2005
Re: Royal Dutch Petroleum Company, N.V. and The “Shell” Transport and Trading Company, Public Limited Company Ladies and Gentlemen:
I am writing on a confidential basis on behalf of my clients Royal Dutch Petroleum Company N.V., a company organized under the laws of the Netherlands (“Royal Dutch”), and The “Shell” Transport and Trading Company, Public Limited Company, a company organized under the laws of England and Wales (“Shell Transport” and, together with Royal Dutch, the “Parent Companies”), in connection with the proposed restructuring transaction outlined below. The Parent Companies are proposing that a UK incorporated company (“Newco” and, together with the Parent Companies, the “Companies”) would become a single publicly +44 (0) 20-7453-1050
Read the rest free, and get an email when SEC publishes again
Lineage: In force
Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
More like this from SEC
SEC published 7 documents in the last 30 days. We email you each new one the day it's published.