SEC No-Action and Exemptive Letter: Singfuel Investment Pte. Limited Cash Tender Offer for Chemoil Energy Limited

Securities Exchange Act of 1934 Rule 14e-1(c) Rule 14e-5

No-Action and Exemptive Letter: Singfuel Investment Pte. Limited cash tender offer for ordinary shares of Chemoil Energy Limited

Response of the Office of Mergers and Acquisitions Division of Corporation Finance and the Office of Trading Practices and Processing Division of Trading and Markets

December 14, 2009

Via Facsimile and U.S. Mail

Valarie A. Hing Curtis, Mallet-Prevost, Colt & Mosle LLP 101 Park Avenue New York, New York 10178

RE:

Tender Offer for Shares of Chemoil Energy Limited File No. TP 10-09

Dear Ms. Hing:

We are responding to your letter dated December 14, 2009 addressed to Michele Anderson, Christina Chalk, Mellissa Campbell Duru and Josephine Tao, as supplemented by telephone conversations with the staff, with regard to your request for no-action and exemptive relief. We attach a copy of your letter to avoid having to repeat or summarize the facts you present there. Defined terms we use here have the same meaning as in your letter of December 14, 2009, unless otherwise noted.

On the basis of your representations and the facts presented in your letter, the Commission hereby grants an exemption from Rule 14e-5 under the Exchange Act to permit the Purchaser to purchase the Majority Shares pursuant to the Purchase Agreement outside of the Offer. You do not request, and we do not grant, any relief regarding any other purchases or arrangements to purchase Shares outside the Offer. In taking this position, we particularly note the following representations:

The Offer will be subject to, and will be structured to comply with, the Singapore Code;

The Purchase Agreement is permitted under the Singapore Code and the conditions to the Purchase Agreement comply with applicable legal requirements in Singapore;

The Purchase Agreement will be consummated prior to the commencement of the Offer and, therefore, all conditions under the Purchase Agreement will have been satisfied or waived by the parties thereto prior to the commencement of the Offer;

The Purchase Agreement is unconditional except for the Limited Conditions;

The Singapore Code requires the Purchaser to make the Offer at a per-share price at least equal to the highest per share price paid for any shares of the Company acquired by the Purchaser and parties acting in concert with the Purchaser during the six-month period prior to the Offer, including the shares purchased pursuant to the Purchase Agreement; and

The Offering Document will disclose the closing of the Purchase Agreement, the price paid thereunder, the number of Shares purchased, and the date of such purchase.

The Commission grants this exemption from Rule 14e-5 under the Exchange Act to permit the Purchaser to purchase the Majority Shares pursuant to the Purchase Agreement, subject to the following conditions:

No purchases or arrangements to purchase Shares, otherwise than pursuant to the Purchase Agreement or the Offer, shall be made in the United States;

The Offering Document, which will be made available in English, will prominently disclose the purchase of the Majority Shares pursuant to the Purchase Agreement, including the date of such purchase, the number of Shares purchased, and the purchase price;

Upon the request of the Division of Trading and Markets, the Purchaser shall transmit the information specified in number 2 above to the Division of Trading and Markets at its offices in Washington, D.C. within 30 days of such request;

The Purchaser will comply with applicable legal requirements in Singapore;

The Purchaser shall retain all documents and other information required to be maintained pursuant to this exemption for a period of not less than two years from the date of the termination of the Offer;

Representatives of the Purchaser shall be made available (in person at the offices of the Division of Trading and Markets in Washington, D.C. or by telephone) to respond to inquiries of the Division of Trading and Markets relating to their records; and

Except as otherwise exempted herein, the Purchaser shall comply with Rule 14e-5.

In addition, based on the facts presented and the representations made in your letter dated December 14, 2009 and as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(c) under the Exchange Act. This no-action position allows the payment for Shares tendered during the Offer up to, and no more than, ten calendar days following the expiration of the Offer in accordance with the Singapore Code and related rules and regulations and market practice in Singapore. In taking this position, we note that payment for tendered shares will be made on a rolling basis within ten calendar days of receipt of tender, with the Shares that are tendered on the last day of the Offer being paid for no more than ten calendar days after expiration of the Offer.

The foregoing exemptive and no-action relief is based solely on your representations and the facts presented in your letter dated December 14, 2009, as supplemented by telephone conversations with the staff. The relief is strictly limited to the application of the rules and statutory provisions listed above to your proposed transaction. Such transaction should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in the transaction contemplated by this letter must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Trading & Markets express no views on any other questions that may be raised by this transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to this transaction.

For the Commission, by the Division of Corporation Finance pursuant to delegated authority

Michele M. Anderson Chief, Office of Mergers and Acquisitions

For the Commission, by the Division of Trading and Markets pursuant to delegated authority

Josephine J. Tao Assistant Director, Division of Trading & Markets

Incoming Letters:

The Incoming Letters are in Acrobat format.

Incoming Letter 1

Incoming Letter 2

Incoming Letter 3

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/ chemoilenergy121409-sec14.htm

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CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
December 14, 2009 and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Michele Anderson, Esq., Chief
Christina Chalk, Esq. Senior Special Counsel
Mellissa Campbell Dum, Esq., Special Counsel
Office ofMergers and Acquisitions,
Division of Corporation Finance
Josephine J. Tao, Assistant Director

Division ofTrading and Markets

Re: Tender Offer for Shares of Chemoil Energv Limited LaLllL;:' and lJentlcemen:
Slflgl111el Investment Ltd (the lJl(~nc,ofe International AG, a privately

.S. Securities and Exch(mg~e COIIlm:lSSJ.on lJec:em ber 14, 2 On PUl~chase:f, we are reclue:stlng the '''''~l1,.·,tu", and it will not under Rule 1 Securities Exchange Act 1 as amended (the if for Shares tendered in the Offer in accordance with applicable law, rules and Singapore (where the Company's Shares are publicly listed, as further described below); and (ii) grant exemptive relief from Rule 14e-5 under the Exchange Act to permit the Purchaser to consummate the purchase of Shares pursuant to the Purchase Agreement the first public announcement, and prior to the expiration ot~ the Offer.
I. Company Background2
A. The Company
The Company is one of the marine fuel industry's leading physical suppliers. It conducts integrated operations in key ports and bunkering locations worldwide, including in the Americas (including in the United States), Europe, the Middle East and Asia. As indicated above, the Company is incorporated in Hong Kong. The Company is headquartered in Singapore, and since December 14, 2006, has been publicly listed on the Main Board of Singapore Exchange Securities Trading Limited (SGX-ST) (the "Singapore Stock The Company is not listed on a stock exchange in the United States and does not otherwise have stock or other securities registered under Section 12 of the Exchange Act or f·Pf·{\f·lbo pursuant to Sections 12(b), 1 or 15(d) of the Exchange Act, and does not submit or otherwise make available information pursuant to Rule 12g3-2(b) under the Exchange Act. Company is also not publicly listed in Hong Kong or elsewhere (other than Singapore). Although the Company is incorporated in Hong Kong, for the purposes of the a incorporated or under the U ret~Ul;:ltl{mS and market practice sought hereunder, the Purchaser does not believe that the Company qualifies as a "foreign nrtv·... 'p .n.~.. ~_·· as in Rule Rule as including

Exch,mf.l~e Commission oUl:standmg u~t'MlT "?'''Hr"''?',, are dinectJly and of the following: (i) Vl1J.l'-'U States citizens or (ii) more assets of are in United States; or (iii) the business of the is administered principally in the United States. A majority of the Company's outstanding Ul\tn.fT Se(~Urltl(:S are held directly or indirectly by the Majority Shareholder described further h."lou1\ which the Purchaser believes is a "resident of the United States" for purposes of Rule addition, a majority of the Company's officers are, and a majority of its board of directors are or may be considered, .S. citizens or residents. B. Capital Structure of the Company and Ownership of Capital Stock The Shares are the only class of outstanding capital stock issued by the Company. There are 1,292,612,000 Shares outstanding as ofJune 30, 2009 (including 5,400,000 Shares held by a trust for issuance pursuant to employee and director options). According to the BNY Mellon Depositary Receipts Directory, in January 2009, BNY Mellon established an unsponsored American Depository Shares ("ADSs") facility for the Company's Shares (the "ADS Facility"). The Majority Shareholder beneficially owns directly and indirectly an aggregate 656,748,194 (or 50.81 of the Shares (the "Majority Shares"). As described above, the Majority Shareholder is a trust governed under the laws of California. The sole trustee and with respect to the Majority Shares, the sole beneficiary of the Majority Shareholder is a member of the immediate family of the Company's founder, and a director of the Company. As noted Purchaser believes the Majority Shareholder is a "resident of the United States" tor purposes of Rule 3b-4(c). Because the analysis of whether a shareholder is a "security holder resident in States" within the meaning of Instruction 2 to paragraphs (c) and (d) of 1 1 under the Exchange ("Instruction 2") is conducted in the same manner as the .S. residence purposes of Rule 3b-4(c), the Purchaser believes that the Majority a "security holder resident in the United States" within the meaning of

U.S. :sel::ur1tIt~S and hxcll,mg~e Commission
4 heJrel()re, ltV.HU Corpo!ratlon is not a U as is not a U.S. h"It1Pl' reld~lstl~r as 3L 71,1 of the remaining 151,134,806 (or 11.69%) of the Company's Sh2Lres (the "Public Shares"), which represent approximately of total outstanding Shares, are registered to holders that appear to be individuals, and the remaining 79,938,344 of the Public Shares, which represent ofthe total outstanding Shares, are registered to corporate and other institutional holders, including holders that may be nominee holders. 71,156,462 Public Shares registered to holders appearing to be individuals, 5,000 Shares than 0.00001 of the total outstanding Shares) are registered to a single holder with an address in the United States and the remaining 71,151,462 Shares are registered to holders with addresses outside ofthe United States. For purposes of our calculations of the level of U.S. ownership of the Company's Shares, we have assumed that these 71,151,462 (or 5.5%) ofthe Public Shares are held by such holders for their own benefit and not for the account of persons residing in the United States. All but 40,000 of the 79,938,344 Shares registered to corporate and other institutional holders are registered to holders with addresses in Singapore. 6 If all of remaining 79,938,344 Public Shares are held directly or indireetly by U.S. holders, the level of U.S. ownership of the Company's Shares (including the Majority Shareholder's 50.81 of the Shares and the 5,000 shares registered to the individual holder with an address in the States and excluding the 71,151,462 Public Shares assumed to be held by non-U.S. individuals) would capped at 736,691 8 Shares (or 56.99% ofthe total outstanding Shares). lIthe Majority Shareholder's Shares are not included, the level of U.S. ownership (otherwise calculated on the same basis as in the preceding sentence) would be capped at 79,943,344 Shares (or 6.1 of the total outstanding Shares). 7 The Purchaser is unable to obtain further direct information about the beneficial the Company's Under Singapore a Singapore incorporated

Securities Exch,mg;e Commission
December I
5
Jie<:au;se the COlmpimy is publicly
.."r,,,,,",, pen,orlS whom the or reasonable cause to belle\ie to provide information about their own interests and other npr'"",~" inf."TP.;,f in such information about those other persons' interests (including identity of the persons interested) as is specified in the notification. Again, however, this provision does not apply to the Company, since it is not publicly listed in Hong Furthermore, even if these provisions applied to the Company, they do not give a third paliy (i.e., a party other than the Company), the right to obtain the beneficial ownership information. Indeed, while under the Singapore Code on Take-Overs and Mergers (the "Singapore Code"), a company that is the target in a tender otrer must provide the ofteror during the otTer period information on its outstanding voting equity share capital, based on information in its share register, there is no requirement that the target obtain or provide the offeror beneficial ownership information. The Purchaser has requested the assistance of the Company in its efforts to obtain beneficial ownership information. In this respect, the Company provided the Purchaser a copy of its share register as of October 31, 2009. The Company also provided the Purchaser with certain limited information about the beneficial ownership of the Public Shares as of June 30, 2009,10 H. Singapore Law, Rules and Regulations and Market Practice As the Company is publicly listed on the Singapore Stock Exchange, the Purchaser's acquisition of control of the Company and the related Ofter is subject to applicable Singapore law, rules and regulations. In particular, tender ofters are regulated under the Slrlgapm'e Code, which is administered and enforced by the Securities Industry Council of Singapore (the "Singapore SIC"), Under Rule 14 of the Singapore Code, certain acquisition activities relating to Singapore public companies, including the acquisition of or more of the voting rights in a ,.."1,,1,,, company, would trigger an obligation for the acquirer to make a tender offer for the

(i)
U.S. Securities txch,mf!;e Commission
6

the comp<my. the :,>mgap!ore Code ac(~OrdaI1Ce with :'>lrlgapOl'e Such an acquirer must preliminarily announce the tender ofTer to holders of the company's remaining shares upon execution the agreement by which it will or more of the voting rights in the company, even ifthere are conditions that must satisfied before the agreement may be consummated. This preliminary <mnouncement (the "preliminary announcement") must refer to the tender offer as a pre-conditioned tender offer a tender offer subject to the satisfaction of a pre-condition, which is the consummation of the control acquisition agreement), and must describe the conditions to the closing of the control acquisition agreement. (ii) The acquirer must formally announce the m<mdatory tender offer (the "formal announcement") following the satisfaction of the pre-condition (i.e., the consummation of the control acquisition agreement). (iii) No earlier th<m 14 calendar days and no later than 21 calendar days after the formal announcement of the mandatory tender offer, the tender offer documents must be made available to shareholders and shareholders must be provided with the means to tender. (iv) If the launch of the tender otler is subject to the closing of the control acquisition agreement and the closing of the control acquisition agreement is in tum subject to the satisfaction of conditions, such conditions must be objectively determinable. (v) The terms of the tender offer, including the conditions to the closing of the control acquisition agreement, are subject to the prior approval of the Singapore Further, as regards the conduct of a tender offer under the Singapore Code:
such tender ofTer must be open to all holders of the company's U7r--'Pr,"V(~r located (including any shares issued while the tender offer is on￾II

U.S. Securities and Exchange Commission
December 14,
7 acce!Jt or reject the the target company must issue a circular to shareholders within tender documents are available to indicating urtlplI,pr the company's board of directors recommends to its that they should and setting forth the advice provided by an independent financial (v) any extension of the tender offer must be announced prior to the scheduled expiration date; and (vi) the acquirer must pay for tendered shares within 10 calendar days the receipt of tendered shares (in the case of a tender offer that is not conditioned upon the acquirer receiving a minimum number of shares), and market practice in Singapore typically will dictate that the acquirer pay for the tendered shares at or toward the end of such ten-day period.
Ill. The Proposed Transaction
Except for the relief requested in this letter, the Purchaser and the Majority Shareholder propose to conduct the transaction in compliance with applicable requirements of the Singapore Code, as well as Section 14(e) of the Exchange Act and applicable provisions of Regulation 14E thereunder, and consistent with market practice in Singapore. 12 In this regard:

1. The Purchaser and the Majority Shareholder have entered into the
   Purchase Agreement, which provides for the Purchaser to purchase the Majority Shares (i.e.,
   50.81 of the Shares of the Company). Because the Offer will be a pre-conditioned offer (as it
   will not commence until after the closing of the Purchase Agreement), the conditions to the Purchase Agreement, which were approved by the Singapore SIC prior to its execution, were required to be objectively determinable. The parties' obligations to consummate the Purchase Agreement are subject to certain limited conditions as follows (the "Limited Conditions"):
   (i) regulatory approvals under merger control regulations in various jurisdictions, including the U.S.; respe(~trv'e covenants

Securities
December 1
8

busmess and operatIons the COlmpimy required by satlsl,ictlon of a pre-condition (being the remaining The preliminary announcement of Singapore Stock upon the the Purchase announced the Ofter, on the basis that it is subject to of the Purchase Agreement), to all holders Offer, which was posted on in contains a summary ofthe material terms of the Purchase including the conditions to the closing of the Purchase Agreement.
3. The Purchaser is currently in the process of applying for and obtaining
required merger control approvals.
4. Once the required merger control approvals are obtained, subject to
satisfaction of the other conditions to closing of the Purchase Agreement:
(i) the parties will close the Purchase Agreement; and (ii) the Purchaser will publish a formal announcement ofthe Offer, which will be posted on the public website of the Singapore Stock Exchange.
5. Between the 1 and 21 5t calendar day after the consummation of the
Purchase Agreement and the formal announcement of the Offer, the Purchaser will disseminate the Offer Document (as defined below) to the Company's shareholders and provide them with means to tender.
6. The Purchaser expects that, consistent with the requirements of the
Singapore Code and Rule 1 the Company's board of directors will issue a circular to its shareholders within 10 business and 14 calendar days (with the business days calculated in accordance with Rule 14d-1(g) under the Exchange Act) after the Offer Document is dl~;semlnalted to indicating whether the Company's board of directors recommends sht)uld w.V""'lfJl or 7 f •

are not eX1Jected
9

the closing of the Pmrcl1ase Aj]~ret~mlent), commencement the Offer. in the The used in the OtTer (the UHUU.',", In and will disclose consummation of the D,,,".~h,.,,,o Agree:me:nt, price paid the Majority the amount of Shares purchased and parties to the Purchase Agreement. required by the Singapore Code, the Offer Document will be mailed to all of the holders of the Shares to their addresses retlected in the share register of the Company. The OtTer Document will also be available on the public website ofthe Singapore Stock Exchange and copies may be requested from the Company's share registrar. The Offer Document will not disclose additional terms or conditions of the Purchase Agreement as the conditions will have been satistied or waived by the parties thereto and the Purchase Agreement will have been consummated prior to the distribution ofthe Offer Document to shareholders. As indicated above, the material terms and conditions of the Purchase Agreement were summarized the preliminary announcement of the Offer. (v) Payment for tendered Shares will be made on a rolling basis within 10 calendar days after receipt of tender, with the Shares that are tendered on the last day of the Offer being paid for within ten calendar days after expiration of the Offer. (vi) Any extension or other amendment of the Offer will be published otherwise structured to comply with applicable requirements of both the Singapore Code and Regulation l4E. In particular, the Offer will remain open for a period that is at least (x) the 10 additional business (as calculated in accordance Rule l4d-l (g) under the Exchange 1 and required by Rule 14e-l (b) following the announcement of any changes described in Rule the 14 additional calendar days required under the Singapore Code for increases certain other revisions to the Offer. IV, Requested Relief of the Pur'ch,lser we are re(~m::stlng herein that Commission:

rlpc'f'rl,hpfi above. COlrlstltutes
Section 1
.S. Securities and Exchange ComrmSSlOn
10

AJJ;rel~ment prior to exr:lirat:ion of tie,CCT)tl/e or mall1llmLatpve act or practlc:c n,·,fh'ln Also, although the relief sought herein is on the basis that the Company does not rtn'C1l1i~,! as a "foreign private as defined in Rule 3b-4(c) under the Exchange Act, we believe: (i) that U.S. interest in the Offer is no greater than in past cross-border transactions which the Commission has granted relief from Regulation 1 (as well as Regulation 14D) on the basis of the rationale and policy underlying the cross-border exemptions under Rule 14d￾1 and Rule l4d-l (d) under the Exchange Act (respectively, the "Tier I Exemption" and the "Tier II Exemption"); and (ii) that the requested relief is consistent with the relief granted in those instances. The Commission adopted the Tier I Exemption and the Tier II Exemption in order to facilitate cross-border transactions and particularly to minimize conflicts with foreign regulatory regimes. For the same reasons, the Commission has granted exemptive and no￾action relief in individual instances where cross-border transactions did not qualify for the Tier I Exemption or the Tier II Exemption because the U.S. ownership of the target companies' securities exceeded the 40% Tier II Exemption threshold. See, e.g., Partial Cash Tender otter by Zohar Zisapel tor Ordinary Shares otRadYision Ltd. (relief letter issued April 14, 2009) (where relief was granted from the provisions of Rule 14d-7(a)(l) and Rule 14e-l(c) and the level of U.S. ownership was at least 54.3% of the outstanding shares not held by the offeror); Cash otter by S'ingapore Technologies Serniconductors Pte Ltd (or STATS ChipPAC Ltd. (relief letter issued March 15, 2007); Recommended Cash Offer bv AstraZeneca Pic for Cambrid,ge Antibody Technolof-.ry Group Pic (reliefletter issued May 23,2006); and Otters by Harmony Gold Mining Company Limited tor any and all ordinary shares, including ordinary shares represented bv ADSs. o(Gold Fields Limited (relief letter issued November 19,2004). In two particularly relevant instances, where the target company did not qualify as a "foreign private issuer," the Commission has also granted relief from Regulation 14D and Regulation 14E. See, ~~~~~~~~~~~~~~~~~~~~~~~~~~~~cl~fktt~issued January 30, 2007) and Axel Springer AG Ofter for ProSiebenSat.l "Media AG (relief letter issued September 1 2005).

U.S. Securities and Exch,mg~e Commission
2009
11

Shan~s from numerator when peI'lOl~mlng the U.S. the Company's Shares would not ex(:.:ee:d as calculated For these reasons, given the direct conflict between the requirements and re~;tncti()ns under Rule l4e-l (c) and Rule 1 and Singapore law, rules and regulations and 'H~''''''~C practice applicable to the Otfer, as described below, we believe that the requested relief is We note that in our view, there are serious doubts as to whether the jurisdictional predicate for the application of Regulation l4E would be satistied in connection with the proposed transaction. Nonetheless, the Purchaser has requested that we seek the Staffs input. This request should not, however, be eonsidered as an admission that Regulation l4E would apply to the proposed transaction absent any relief that might be provided by the Staff. A. Rule 14e-l(c) Rule l4e-l (e) under the Exchange Act prohibits a bidder from failing to pay the consideration offered or to return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of a tender offer. discussed above, under the Singapore Code, payment for tendered shares must take place within ten calendar days after receipt of tenders. In addition, consistent with market practice in Singapore, such payment would take place at or toward the end of such ten calendar day period (and therefore, up to ten calendar days after the expiration of a tender otfer). ~J<:",rYnpnt of the Offer consideration at or toward the end of such ten calendar day period could result in tendering holders who at or near the end of the offering period being paid later than they would be paid in accordance with Rule l4e-l (c). Because the Offer will not be conditioned upon the Purchaser receiving a minimum number of and will not be subject to any other conditions, the Purchaser will be rec;mlred to purchase all Shares that are tendered, and must pay the Offer consideration on a u"th,n ten the respe<:.:tnre te:nd<:.:rs. Shan~s in accordance Code and market practice be pos:slb!e

U Securities and Exch,mg;e Commission
12

business (in addition to
;:')n3lres and preparmg initial portion mc!uamg cOllnt:ing and collating We do not believe that the Singapore Code provisions relating to the timing of an obligation to pay fur tendered shares presents an opportunity for the Purchaser to enlsa~~e in fraudulent, deceptive or manipulative conduct in connection with the timing of tenders and/or its obligation to pay for or return shares. Indeed, (i) each tendering holder knows at the time it tenders that the Purchaser will purchase and pay for its Shares (even if, in the case of holders that tender close to or on the expiration date, they could be paid as much as ten days after the expiration); and (ii) holders that tender on or before the tenth calendar day prior to expiration of the Offer will be paid on or prior to the date the Offer expires. On behalf of the Purchaser and based on the foregoing (including the discussion in introductory section of this Part IV), we respectfully request that the Commission confirm that it will not take enforcement action under Rule 14e-l (c) under the Exchange Act if the Purchaser pays for Shares tendered in the Offer up to ten calendar days following expiration of the Offer, in accordance with the Singapore Code and market practice in Singapore. As noted above, this relief is consistent with relief previously granted by the Commission in similar circumstances in Cash Offer bv Singapore Technologies Semiconductors Pte Ltd for STATS ~.::..<=..;;;.;;;..c:;;....;;;;..:..:.;.;..(relief letter issued March 15, 2007); Offer for Shares o(ProSiebenSat.l1vfedia AG bv Lavena Holding 4 GmbH (relief letter issued January 30, 2007); and Axel Springer AG Offer (or ProSiebenSat.l l'vfedia AG (relief letter issued September 1 2005). B. Rule 14e-5 Subject to certain exceptions, Rule 14e-5 under the Exchange Act prohibits an offeror in a tender otIer from directly or indirectly purchasing or arranging to purchase any <:p{'l1r,flF'" that are sought to be acquired in a tender offer or any securities that are immediately convertible into, exchangeable for or exercisable for such securities, except as part of the tender . This prohibition applies from the time the offer is first publicly announced until the offer Under Rule 14e-5(b)(7), an exception is available to allow an offeror to close an agree:ml::mt entered into prior to the public announcement the tender offer the agreement is binding on both parties. The material terms of the agree:ml:::nt

13

the ottt~ror mcrea:;e
IS prc:lm1manJly aJtmcmnceo pu]rchas(~s must be olsclclse,l, tflrollgh first business HecaJlse under Singapore Code Purchaser was required to preliminarily announce the pre-conditioned OfTer immediately upon entering into the Purchase Ag;re(~m(;::nt (instead of the closing of the purchase of the Majority Shares thereunder), the consummation of the Purchase Agreement prior to the expiration of the Offer would put the Purchaser in the position of purchasing Shares outside of the Offer prior to its expiration. However, while the Purchase Agreement was entered into befure the first public announcement of the Offer, and is binding on both parties, as described above, the patties' obligations to consummate the Purchase Agreement are subject to certain conditions and therefore the exception in Rule 14e-5(b)(7) will not apply. Moreover, the exception in Rule 14e-5(b)(lO) (applicable to purchases made during cross-border tender offers) will not be available to the Purchaser because, as described above, the Purchaser believes that the Company does not qualify as a "foreign private issuer" as defined in Rule 3b-4(c) since a majority of the Shares are beneficially owned by the Majority Shareholder, which, as noted above, the Purchaser believes is a "resident of the United States" for purposes of Rule 3b-4(c), and, for that reason, the requirements of the Tier I Exemption would also not be satisfied. But for the Singapore Code requirement to preliminarily announce the pre-conditioned OfTer, the parties could have entered into and closed the Purchase Agreement (once its conditions were satisfied), and then publicly announced and commenced the Offer, thereby complying with Rule 14e-5 without the need for an exemption. We do not believe that the proposed closing of the Purchase Agreement after the pn~llllm1aI'Y announcement of the Offer (and before its expiration) and/or the existence or nature the conditions to the Purchase present an opportunity for the Purchaser to engage in deceptive or manipulative conduct in connection with the Offer. The Purchase Agreement was fully negotiated and became binding prior to the public announcement of the and existence and material terms have been disclosed in the preliminary announcement pre-conditioned Offer. Offer Document used in the will disclose the closing paid In addition, Singapore regulatlOllS ""'AH,,~n plrotc;ctllJns slm1!ar to 1

.S. Securities and txch,m~~e Commission
14
ClOi SU'lg of cm1drtlOl1S were reOluil'ed to exe:cutlon Comrnission has emm1erated certain factors that it considers important in on a Rule 14e-5 exemption request, including (i) the degree of O\vnership the target by .S. holders, (ii) whether the offer will be made to .S. holders on an equal basis to non-U.S. holders, (iii) whether the consideration will be cash or securities, (iv) the nature of the ~Vl'-'lJ".l1 regulation to which the offer is subject and (v) whether principal trading market for the securities is outside the United States. In context of the OtTer, we note that (i) although U.S. holders own in the aggregate in excess of 50% ofthe Company's Shares, as discussed above, (x) we believe that the
50.81 of the Shares that are beneficially owned directly or indirectly by the Majority
Shareholder should be excluded when calculating the level of .S. ovmership of the Company's Shares for U.S. investor protection purposes, and when calculated on this basis the maximum .S. ownership of the Company's Shares would not exceed 6.18% (as calculated above), and the Commission has granted relief from various Regulation 14E provisions, including Rule 14e￾in cases where the Tier II Exemption was not available, including where the offeror could not establish that the level of U.S. ownership was less than 40%; (ii) the Offer will be made on the same basis to U.S. and non-U.S. holders of all Shares (including Shares underlying ADSs); (iii) the consideration will consist entirely of cash; (iv) the Offer will be subject to regulation by the Singapore SIC under the Singapore Code (which as described above, provides protections similar to those provided by Rule 14e-5); and (v) the principal trading market of the Shares is outside the United States on the Singapore Stock Exchange. Based on the (including the discussion in the introductory section of this Part IV), we respectfully request, on behalf of the Purchaser, exemptive relief from the provisions of Rule 14e-5 under the Exchange Act in order to permit the Purchaser to consummate purchase of the Majority Shares pursuant to the Purchase Agreement after the P,rrt'h<lc.'l' has preliminarily announced the pre-conditioned Offer, and prior to expiration. toreglDll1lg request for exemptive relief would be subject to the following conditions:
and the cm1C1rtlOl1S to ~greernel1t will comply with :Slflgapm'e where the Company's are

lu0'A'-''J
1
(relief
.S. Sec:untIes and hX(~hange LOJmrrnssron
December 14, 2009
15
Mcllor'ltv ::::>nclres pUJrsuant to
;')l1l:tres purchased and the
(v) upon the request of Division of Trading and Markets of Commission (the "Division of Trading and Markets"), the Purchaser shall transmit the inforrnation specified in clause (iv) above to the Division of Trading and Markets at its offices in Washington, D.C. within 30 days of such request; (vi) the Purchaser will retain all documents and other information reqUIred to be maintained pursuant to this exemption for a period ofnot less than two years from the date of the expiration of the Offer; (vii) representatives of the Purchaser will be made available (in person at the offices of the Division of Trading and Markets in Washington, D.C. or by telephone) to respond to inquiries of the Division of Trading and Markets relating to such records; and (viii) except as otherwise exempted herein, the Purchaser will comply with Rule 14e-5. We believe that the exemptive relief requested herein under Rule 14e-5 is consistent with that granted in the exemption letters cited elsewhere in this request. See, e.g., Partial Cash Tender Offer by Zahar Zisapel far Ordinary Shares afRadvisian Ltd. (relief letter April 14,2009) (where relief was granted from the provisions of Rule l4d-7(a)(l) and I(c) and the level of .S. ownership was at least 54.3% of the outstanding shares not offeror); W1'it.!1gm?2L.ti~Y.!QU2gi§§..li.§.;I.!lli?Q!1~?12J.'J!..l.1£.!d.fU2.!Ji:.I!1.!Ji ~=-=.=.;"'-== (reliefletter issued March 15, 2007); Offer fOr Shares afPraSiebenSat.1 lv1edia issued January 30,2007); and Axel Springer AG Offer fOr PraSiebenSat.l Media letter issued September 1 2005). *

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Allen&:Gledhill

ADVOCATES & SOLICITORS
WRITER'S NAME: Christopher Koh I DIRECT TEL +65 6890 7768/ 7791 I 7661

Zahedah Abdul Rashid I DIRECT FAX +656302313513211 13013

Michelle Fum DIRECT E-MAil eh ri slOjlher, koll@alfenan<lgle<lhill.com

zahedah.rashid@alleMndgledhill.COOl mict>ol Ie, fum@allenan<lgloohil.com

OURRH , CTJKOHIZARlMFRXI2008010096

YOUR REF

"'"
Securities and Exchange Commission
100 F StreBt, NE
WaShington, DC 20549
Attn: Michele ArJderson, Esq., Chief
Christina Chalk, Esq. Senior Special Counsel
Mellissa Campbell Duru. Esq., Special Counsel
Office of Mefgers and Acquisitions,
Division of Corporation Finance
Attn: Josephine J. Tao, Esq., Assistant Dire<;tor Division of Trading arid Markels Dear Sirt> TENDER OFFER FOR SHARES OF CHEMOIL ENERGY LIMITED t. We refer to the letter date<:! 2009 (Ihe "Leite") from Valarie A Hing, a partner at the lirm of Curtis, Mallet-Prevost Colt & Mosie LLP ("Curtis"), writing to you on behalf of our client, Glencore International AG ("Glencora"), 2 In the Letter, Curtis, on behalf of Singfuel Investment Pte. ltd. ("Singfuel"), a Singapore company wholly-owned by Glencore, respectfully requested that the Staff grant no action relief and exem ptive relief under cerlain provision of the U.S, securitieS laws in connection with its cash tender offer (the "Offer") for ordinary shares (the "Shares") of Chemoil Energy Limited (the "Company"), a company incorporated in Hong Kong and listed On the Singapore Exchange Securities Trading LImited. Singluel is required to make the Offer to acquire all remaining outstanding Shares, upon the consummation of SirJgIuel's acquisition of a majority of the outstanding Shares from the holder thereof (the "Majority Shareholder") pursuant to a share purchase agreement between Singiuel and the Majority Shareholder, The LeUer has also made reference to the relIance by Curtis on the adVICe of Allen & Gledhill LLP in respect of the laws of the RepublIC of Singapore. .....N. "'."".., ". c... R"'" Oo'o'<VAAO ".-\Xl SIN(;APOR< 0'.... "<N,R,,, '" ."...., ".. ~, ..._ ru '".m MOO 0.......,.@...,,., ,,,,," W,,"SHE ........_ ...._ . ErS M""'OX() ...rool, ""00'

A ..... GIodhOIllF 1\1£""",..,,.,. TOTt''''''5f1 '''9i< On "-........... 'dl, F.~k' IC"" """1_ -.-, A .." cO Ot<o .......... """ __ ..01>,,,,,,,,,, ,"""" mo, ...--'ed ., "'" _'... __,....-.

Allcn&Gkdhill PAG!: 2
4, ThiS letter is rendered at your request solely in connection with the Letter and is limited to matters of Singapore law and practice. This letter is provided incidentally to, and in the o<dlnary course of, our practice of SIngapore law in Singapore, and does not purport 10 cover any aspects of U.S, law and without prejudice to our stJtus as a "non-appearing fo<eign attorney' for the purposes of SEC rules and practice. We hereby acknowledge that we ha.e been and are Singapore counsel to GlerlCore in connection with the Offer and that the references in the letter to the applicable Singapore law. rules and regulations and Singapore tender offer practice and mechanICS are based on discussions between Curtis and Allen & Gledhill LLP. We have reviewed the Letler and we belie.e the descriptions of the applicable Singapore law, rules and regulations and Singapore tender offer practice and mechanics therein are accurate, and, in our .iew, complete for the purposes of the Lelle<, The statements of Singapore legal and regulatory requirements and practice contained in the Letter consist of summaries of the relevant matters of Singapore law, rules and regulations and, as the case may be, practice and should not be construed as a comprehensi.e description of all issues under Singapore law. rules, regulations and practice {; Please do not hesitale to contact us if we can be of any further assistance or ij you have any further questions, Yours faithfully IL:1/ I 0.... (,.~, Allen & GledhilillP

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Linklaters
1:p *11 1$ Mi Jj )iJf
Private & Confidential
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
United States of America
Attn: Michele Anderson, Esq., Chief
Christina Chalk, Esq., Senior Special Counsel
Mellissa Campbell Duru, Esq., Special Counsel
Office of Mergers and Acquisitions,
Division of Corporation Finance
Attn: Josephine J. Tao, Esq., Assistant Director Division of Trading and Markets Dear Sirs Tender offer for shares of Chemoil Energy Limited linklaters 10th Floor, Alexandra House Chater Road Hong Kong 1!i'll!;J!fI:<Jl1llIl!rl!jcJl[101l Telephone l!llli (+852) 2842 4888 Facsimile Wl'i (+852) 2810 8133/2810 1695 Direct Line ilflOll!llli (852) 2901 5123 keith.johnson@linklaters.com 2009

1. We refer to the letter dated 2009 (the "Letter") from Valarle A. Hing, a
   partner at the firm of Curtis, Mallet-Prevost, Colt & Mosie LLP ("Curtis"), writing to you on behalf of our client, Glencore International AG ("Glencore").
2. In the Letter, Curtis, on behalf of Singfuellnvestment Pte. Ltd, a Singapore company wholly-owned
   by Glencore, requests that the Securities and Exchange Commission grant no action relief and exemptive relief under certain provisions of the U.S. securities laws in connection with its cash tender offer (the "Offer") for ordinary shares (the "Shares") of Chemoil Energy Limited (the "Company"), a company incorporated in Hong Kong and listed on the Singapore Exchange Securities Trading Limited.
3. The Letter also makes reference to the reliance by Curtis on the advice of Linklaters in respect of
   the laws of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong").
4. This letter is rendered at your request solely in connection with the Letter and is limited to the
   confirmation, under Hong Kong law and practice, contained in paragraph 6 below. We express no view and give no confirmation in respect of any other aspect of the Letter. This letter is provided incidentally to, and in the ordinary course of, our practice of Hong Kong law in Hong Kong, and does not purport to cover any aspects of U.S. law and without prejudice to our status as a "non￾A list of the names afthe principals, solicitors and registered foreign lawyers of Linklaters in Hong Kong is open to inspection at its registered office at 10th Floor, Alexandra House, Chaler Road, Hong Kong. Linklaters Hong Kong is a law firm affiliated with Linklaters LlP, a limited liability partnership registered in England and Wales with registered number OC326345. The term partner in relation to Linklaters LLP is used to refer to a member of the LLP or an employee or consultant of Linklaters llP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters llP and of tt1e non￾members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, london EC2Y BHO, England or on www.linklaters.comandsuch persons are either solicitors, registered foreign lawyers or European lawyers. Please refer to www.linklaters.com/regulationforimportantinformation on our regUlatory position. A11382299

Linklaters fU $ Pili f~f1iJf appearing foreign attorney" for the purposes of the rules and practice of the Securities and Exchange Commission.
5. We are acting as Hong Kong counsel to Glencore in connection with the Offer, in which role we
have provided only limited advice to Glencore in respect of specific questions as to Hong Kong law.
6. We hereby confirm that the following statement (the "Statement"), which is contained in the Letter,
is an accurate and, in our view, compiete (for the purposes of the Letter) description of the Hong Kong law in this respect:
"(U)nder Hong Kong law, a company that is publicly listed in Hong Kong may, by notification, require persons whom the company knows or has reasonable cause to believe to be interested in its shares to provide information about their own interests and, where other persons have an interest in those shares, such information about those other persons' interests (including the identity of the persons interested) as is specified in the notification. Again, however, this provision does not apply to the Company, since it is not publicly listed in Hong Kong. Furthermore, even if these provisions applied to the Company, they do not give a third party (I.e., a party other than the Company) the right to obtain the beneficial ownership information."
7. The Statement comprises a summary of the relevant matters of Hong Kong law and should not be
construed as a comprehensive description of all issues under Hong Kong law, rules and regulations. Please do not hesitate to contact us if we can be of any further assistance or if you have any queries. Yours faithfully Linklaters A11382299 Page 2 of2