SEC no-action letter: Fortis SA/NV and Fortis NV exemption from Regulation M Rule 102

UNITED STATES a
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
MARKET REGULATION . J~ly23,20071
Larry E. Bergrnann, Esq.

Willkie Farr & Gallagher LLP

1875K Street, NW

Washington, DC 20006
Re: Fortis S M and Fortis NV

file No. TP 07-76

Dear Mr. 'Bergrnann:
In your letter dated July 20,2007, as supplemented by conversations with the staff, you request on behalf of Fortis SAW, a company incorporated in Belgium, and Fortis N.V., a public limited liability company incorporated in the Netherlands (together "Fortis7'), an exemption £iom Rule 102 of Regulation M under the Securities Exchange Act of 1934("Exchange Act") in connection with the exchange offer ("Offer") being conducted by Fortis, The Royal Bank of Scotland plc, a public limited company organized under the laws of the United Kingdom and registered in Scotland ("RBS')),and Banco Santaqler Central Hispano, S.A., a bank organized under the laws of the Kingdom of Spain ("Santander" and, together with Fortis and RBS, the "Consortiu~n'~) to acquire all of the outstanding shares of ABN M O Holding NV, a public limited liability company incorporated in the Netherlands ("ABN AMRO'). You seek an exemption to permit Fortis and its affiliates to conduct specified transactions outside the United States in RBS Ordinary Shares during the distribution of RBS Ordinary Shares to the shareholders of ABN AMRO. Specifically, you request that:
(i) certain Fortis affiliates be permitted to continue to engage in principal trading and derivatives market-making and hedging activities as described in your letter; (ii) the Asset Managers be permitted to continue to engage in asset management activities as described in your letter; (iii) the Insurance Companies be permitted to engage in insurance activities as described in your letter; and (iv) certain Fortis affiliates be permitted to continue to engage in unsolicited brokerage activities as described in your letter. You also seek an exemption to permit certain Fortis affiliates to conduct specified transactions in the United States in RBS Ordinary Shares during the distribution of RBS Ordinary Shares to the shareholders of ABN AMRO. Specifically, you request that Fortis Securities and Fortis Clearing be permitted to continue to engage in unsolicited brokerage activities as described in your letter. We have attached a copy of your