Question
From:(redacted)
Sent:Thursday, March 29, 2007 3:55 PM
To:Verne, B. Michael
Cc:(redacted)
Subject:(redacted) -- Confirmation of HSR Reportability Analysis
Dear Mike,
Thankyou again for speaking with us regarding the HSR reportability of the(redacted) acquisition of (redacted) and (redacted) from (redacted). Thank youalso for reviewing the sale of shares agreement by which (redacted) purchased(redacted) shares outright, and entered into a put-call arrangement foradditional (redacted) shares.
Thisemail is to confirm your agreement with our analysis that (1) the put-callarrangement contained in the sale of shares agreement transferred beneficialownership in the option shares to (redacted) for HSR purposes as of the date ofthe agreement and (2) given the facts as set forth below, (redacted)'sacquisition of (redacted) from (redacted) was a non-HSR-reportable transaction.
OnJuly 13, 2006, (redacted) and Anglo executed an agreement by which (redacted)purchased from Anglo 24.9% of outstanding (redacted) shares, and entered into aput-call arrangement for an additional 29.2% of outstanding (redacted) shares.
Aswe discussed during our telephone call of March 20, 2007 and confirmed by yoursubsequent review of the sale of shares agreement, for HSR purposes, theput-call arrangement transferred beneficial ownership in the option shares to(redacted) as of the date of the agreement as, among others things, iteffectively transferred the benefit of economic gain and the risk of economicloss in the shares to (redacted), limited (redacted) right to vote the sharesin certain circumstances, and limited (redacted) right to dispose of the sharesto a third party.
(redacted) is a Russian person.
(redacted) is a South African issuer.
(redacted)'s sales in or into the US inits fiscal year 2005 were below $56.7 million.
(redacted) did not hold $56.7 million inUS assets on July 13, 2006.
Because(redacted)'s sales in or into the US in its fiscal year 2005 were below $56.7million, and (redacted) did not hold $56.7 million in US assets on July 13,2006, the acquisition of control (54.1% shares, including option shares andthose purchased outright) of (redacted) (a foreign issuer) by (redacted) (aforeign person), was exempt from HSR reporting under Section 802.51(b) of theHSR Act, as revised.
Pleaselet us know if you have any questions, or require clarification on any point.As always, thanks for your assistance, Mike.
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