RegAlert2004-10-15
Added · Updated
SEC Division of Trading and Markets no-action letter: Lend Lease Corporation Limited
The Commission grants Lend Lease Corporation Limited and General Property Trust an exemption from Rule 102 of Regulation M to permit the purchase of Lend Lease Shares and GPT Units during the restricted period of a proposed stapling transaction. This exemption allows the entities to conduct an Off-Market Share Buy-Back, a GPT Cash Out Option, and a Lend Lease Subscription while simultaneously seeking shareholder approval for the stapling. The relief is conditioned on specific representations, including that U.S. holdings represent less than 10% of Lend Lease shares and less than 5% of GPT units, and that all purchases occur only after shareholder votes have taken place.
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October 15, 2004
Carol B. Stubblefield, Esq. Coudert Brothers LLP 1114 Avenue of the Americas New York, NY 10036-7703
Re:
Lend Lease Corporation Limited File No. TP 04-102
Dear Ms. Stubblefield:
In your letter dated October 15, 2004, as supplemented by conversations with the staff, you request on behalf of Lend Lease Corporation Limited ("Lend Lease") and General Property Trust ("GPT") an exemption from Rule 102 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act") in connection with the proposed stapling of Lend Lease ordinary shares with units of GPT. Specifically, you seek an exemption to permit Lend Lease and GPT to extend the Proposed Stapling Transaction into the United States while at the same time conducting the Off-Market Share Buy-Back, the GPT Cash Out Option, and the Lend Lease Subscription under Australian law. We have attached a photocopy of your correspondence to avoid reciting the facts set forth therein. Unless otherwise noted, each defined term in our response has the same meaning as defined in your letter.
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