Question
From:(redacted)
Sent:Friday, December 15, 2006 12:57 PM
To:Verne, B. Michael
Subject:Guidance re U.S. Issuers and Principal Office location
Mike,
I amwriting to confirm our conversation of this morning regarding (redacted) GroupLtd. ("(redacted)"), and the conclusion that (redacted) is a U.S.issuer. The applicable facts are as follows. (redacted) is incorporated in Australiaand its SEC 20-F states that its principal executive offices are in Australia. (redacted)has a total of six senior executives -- chief executive, chief financialofficer, general counsel and company secretary, vice president strategy anddevelopment, vice president shared services, and vice president corporateaffairs and investor relations. According to the Corporate GovernanceStatement, the board appoints the chief executive and approves the appointmentsand remuneration of those reporting to the chief executive, including the fiveother (redacted) senior executives. Four of the six (redacted) seniorexecutives have their physical office locations in the U.S.
ThePremerger Notification Office ("PNO") considers an officer to be aperson in a position that is either provided for in the bylaws or articles ofthe company, or appointed by the board. The six (redacted) senior executivesconstitute the relevant officers of (redacted) because the Corporate GovernanceStatement provides the board with the authority to appoint or approve theappointment of these individuals.
HSRRule 801.1(e)(1)(ii) defines a U.S. issuer as an issuer that is incorporated in the U.S., isorganized under the laws of the U.S. or has its principal offices within the U.S. The SBPdefines principal office as " that single location which the personregards as the headquarters office of the ultimate parent entity [here,(redacted)]." 43 Fed. Reg. 33,450, 33,461 (July 31, 1978). On the basis of the above facts, the PremergerNotification Office ("PNO") would consider (redacted)'s principal officesto be in the U.S., and thus would consider (redacted) to be a U.S. issuer,because 50% or more of the officers of (redacted) have their principal officesin the U.S.