|
Securities Exchange Act of 1934
|
Re: |
Tender offer for ABN AMRO Holding NV by The Royal Bank of Scotland Group plc, Banco Santander Central Hispano, S.A., Fortis SA/NV and Fortis N.V. |
Dear Mr. Karafotias:
We are responding to the letter dated July 19, 2007 from you and counsel for the other members of the Consortium, addressed to Brian V. Breheny and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.
On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants exemptions from the following provisions of the Exchange Act and rules thereunder:
The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated July 19, 2007, as supplemented by telephone conversations with the staff. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.
For the Commission,
by the Division of Corporation Finance
pursuant to delegated authority
Brian V. Breheny
Chief
Office of Mergers and Acquisitions
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2007/rbs072307-sec14.htm
Home | Previous Page | Modified: 08/16/2007 |