RegAlert2005-10-07
Added · Updated
SEC Division of Trading and Markets no-action letter: Profit Eagle Limited
Profit Eagle Limited requests exemptive relief from Rule 14e-5 under the Securities Exchange Act of 1934 for certain on- and off-market purchases of Target Shares made prior to and during the Offer, including purchases from Management Purchasers outside the United States. The relief covers purchases made in accordance with Hong Kong rules and practice, specifically excluding transactions involving U.S. persons who are restricted to receiving cash consideration. The request addresses the timing and nature of these purchases relative to the public announcement and conduct of the Offer for Superdata Software Holdings Limited shares.
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(HK) 18650/227/NAL/nal.14e5.conformed.doc October 7, 2005 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. §200.81 Mr. James A. Brigagliano Assistant Director Division of Market Regulation Securities and Exchange Commission 100 F Street, NE Washington, DC 20549
Re: Offer by Profit Eagle Limited for the shares of Superdata Software Holdings Limited Dear Mr. Brigagliano:
We are writing on a confidential basis on behalf of our client, Profit Eagle Limited (“Profit Eagle” or the “Acquiror”), a recently-organized exempted company incorporated in the Cayman Islands with limited liability and not listed on any securities exchange. Profit Eagle has been formed at the direction of certain members of the management of Superdata Software Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and with ordinary shares listed on the Growth Enterprises Market (the “GEM”) of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) (such company, “Superdata” or the “Target”). The Acquiror proposes to conduct an offer (the “Offer”) for all of the outstanding ordinary shares of the Target (the “Target Shares”) other than those shares held by the Acquiror or parties acting in concert with it (as defined in the Hong Kong Code on Takeovers and Mergers (the “Code”)). Shareholders of such Target Shares not held by the Acquiror or parties acting in concert with it are referred to herein as the “Offerees”. In such Offer, Offerees (other than certain
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