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17 PAGE CONFIDENTIAL LETTER FROM SHELL LAWYERS TO US SECURITIES & EXCHANGE COMMISSION REGARDING TAKEOVER OF BG GROUP

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FIRST PAGE

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ALL 17 PAGES PDF

REPLY FROM SEC

Securities Exchange Act of 1934
Sections 12(b) and 12(g)

Investment Company Act of 1940
Section 7

August 7, 2015

Response of the Office of International Corporate Finance
Division of Corporation Finance

Response of the Office of Chief Counsel
Division of Investment Management

Re: Royal Dutch Shell plc
Incoming letter dated August 7, 2015

The views of the Division of Corporation Finance and the Division of Investment Management are set forth below. Capitalized terms have the same meanings defined in your letter.

Based on the facts and representations contained in your letter and without necessarily agreeing with your analysis, the Division of Corporation Finance will not recommend enforcement action to the Commission if the interests of Class B Shareholders in the Trust and Target Dividend Access Share are not separately registered under Section 12(b) or Section 12(g) of the Exchange Act, provided that RDS discloses in its annual report on Form 20-F the information regarding the Trust and Target Dividend Access Share as outlined in your letter.

The Division of Investment Management will not recommend enforcement action to the Commission under Section 7 of the Investment Company Act against the Trust if the Trust operates in the manner described in your letter without registration as an investment company under the Investment Company Act.

These positions are based upon all of the facts and representations made in your letter. You should note that any different facts or representations may require the Divisions to reach different conclusions. Further, with regard to the responses on registration under the Exchange Act and the Investment Company Act, these responses reflect the Divisions’ positions on enforcement action only and do not express any legal conclusions on the questions presented.

For the Division of Corporation Finance,

Mary A. Cascio
Special Counsel
Division of Corporation Finance

For the Division of Investment Management,

Erin Loomis
Senior Counsel
Division of Investment Management

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