Issuer Delisting; Notice of Application of TDC A/S (Formerly Tele Danmark A/S) To Withdraw Its American Depositary Shares (Evidenced by American Depositary Share Receipts, Each Representing One Half of One Ordinary Share, Par Value DKK 5 Each and Ordinary Shares, Par Value DKK 5), From Listing and Registration on the New York Stock Exchange, LLC, 14747-14748 [E6-4173]

Download as PDF Federal Register / Vol. 71, No. 56 / Thursday, March 23, 2006 / Notices Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number 1–00368. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/rules/delist.shtml). Comments are also available for public inspection and copying in the Commission’s Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.4 Nancy M. Morris, Secretary. [FR Doc. E6–4177 Filed 3–22–06; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [File No. 1–12998] Issuer Delisting; Notice of Application of TDC A/S (Formerly Tele Danmark A/S) To Withdraw Its American Depositary Shares (Evidenced by American Depositary Share Receipts, Each Representing One Half of One Ordinary Share, Par Value DKK 5 Each and Ordinary Shares, Par Value DKK 5), From Listing and Registration on the New York Stock Exchange, LLC wwhite on PROD1PC61 with NOTICES March 17, 2006. On March 13, 2006, TDC A/S (formerly Tele Danmark A/S), a company incorporated under the laws of Denmark (‘‘Issuer’’), filed an application with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 12d2–2(d) thereunder,2 to withdraw its 4 17 CFR 200.30–3(a)(1). U.S.C. 78l(d). 2 17 CFR 240.12d2–2(d). 1 15 VerDate Aug<31>2005 16:54 Mar 22, 2006 Jkt 208001 American Depositary Shares (evidenced by American Depositary Share Receipts, each representing one half of one Ordinary Share, par value DKK 5 each) (‘‘ADS’’) and Ordinary Shares, par value DKK 5 each (‘‘Shares’’) (collectively, ‘‘Securities’’), from listing and registration on the New York Stock Exchange, LLC (‘‘NYSE’’). On March 3, 2006, the Board of Directors (‘‘Board’’) of the Issuer approved a resolution to withdraw the Securities from listing and registration on NYSE. The Issuer stated that the following reasons factored into the Board’s decision to withdraw the Securities from listing on NYSE. First, the number of holders of the ADS resident in the United States decreased considerably in connection with the completion of the tender offer for all Securities (‘‘Tender Offer’’) by Nordic Telephone Company ApS (‘‘Purchaser’’) that expired on January 20, 2006. Pursuant to the Tender Offer, the Purchaser purchased 88.2% of the share capital of the Issuer. Based on information provided by Innisfree M&A Incorporated, as of early February 24, 2006, there were approximately 1,710 ADS accounts held by U.S. holders containing an aggregate of approximately 799,122 ADS (or the equivalent of 399,561 Ordinary Shares). Second, trading of the ADS on NYSE has also decreased since completion of the Tender Offer. The average daily trading volume of the ADS for the threeweek period ending on February 24, 2006 was approximately 9,200. The average daily trading volume of the ADS for the corresponding three-week period in 2005 was approximately 32,800. The average daily trading volume of the ADS for the five-day period ending on February 24, 2006 was approximately 7,800. The average daily trading volume for the corresponding five-day period in 2005 was 71,100. The average daily trading volume of the ADS for the oneyear period ending on February 24, 2006 was approximately 32,400. The daily trading volume on February 24, 2006 was approximately 3,900. These decreases, as well as the factors mentioned below, have caused the Issuer to re-evaluate the merits of maintaining its NYSE listing and registration under the Act. Third, the Issuer has adopted amendments to its articles of incorporation to permit the Purchaser to redeem all outstanding shares (including those represented by the ADS) not held by the Purchaser in a compulsory acquisition. The Board took notice of certain protests raised against the validity of said amendments; irrespective thereof the U.S. delisting PO 00000 Frm 00071 Fmt 4703 Sfmt 4703 14747 were still considered to be in the best interest of the Issuer. In addition, in connection with the proposed delisting from NYSE, the Board also considered that the Board, following the extraordinary general meeting of the Issuer’s shareholders held on February 28, 2006, does not include any directors who satisfy the ‘‘independence’’ standards under NYSE’s corporate governance rules. The Issuer is therefore unable to comply with Subsection 303A.06 of the Listed Company Manual, which requires that the Issuer have an audit committee, each member of which satisfies the independence standards of the NYSE. The Board has therefore decided not to form an audit committee for the time being. As a result, the Issuer is in material non-compliance with NYSE’s Corporate Governance Standards applicable to foreign private issuers. The Issuer stated that the Shares are currently listed on the Copenhagen Stock Exchange and the Issuer expects to seek to withdraw the Shares on the Copenhagen Stock Exchange. The Issuer stated in its application that it has complied with NYSE’s rules governing an issuer’s voluntary withdrawal of a security from listing and registration by providing NYSE with the required documents governing the removal of securities from listing and registration on NYSE. The Issuer’s application relates solely to the withdrawal of the Securities from listing on NYSE and from registration under Section 12(b) of the Act,3 and shall not affect their obligation to be registered under Section 12(g) of the Act.4 Any interested person may, on or before April 12, 2006, comment on the facts bearing upon whether the application has been made in accordance with the rules of NYSE, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods: Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/delist.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include the File Number 1–12998 or; Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 3 15 4 15 U.S.C. 78l(b). U.S.C. 78l(g). E:\FR\FM\23MRN1.SGM 23MRN1 14748 Federal Register / Vol. 71, No. 56 / Thursday, March 23, 2006 / Notices 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number 1–12998. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/rules/delist.shtml). Comments are also available for public inspection and copying in the Commission’s Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.5 Nancy M. Morris, Secretary. [FR Doc. E6–4173 Filed 3–22–06; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. IC–27264; File No. 812–13253] SBL Fund and Security Management Company, LLC March 16, 2006. The Securities and Exchange Commission (‘‘SEC’’ or the ‘‘Commission’’). ACTION: Notice of Application for Exemption under Section 6(c) of the Investment Company Act of 1940, as amended (the ‘‘1940 Act’’), for an exemption from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e–2(b)(15) and 6e–3(T)(b)(15) thereunder. wwhite on PROD1PC61 with NOTICES AGENCY: Applicants: SBL Fund (‘‘SBL’’) and Security Management Company, LLC (‘‘SMC’’) (collectively, ‘‘Applicants’’). Summary of Application: Applicants seek an order to permit shares of SBL and shares of any other existing or future investment company that is designed to fund insurance products and for which SMC, or any of its affiliates, may serve as investment manager, investment adviser, sub5 17 CFR 200.30–3(a)(1). VerDate Aug<31>2005 16:54 Mar 22, 2006 Jkt 208001 adviser, administrator, manager, principal underwriter or sponsor (SBL and such other investment companies being hereinafter referred to, collectively, as ‘‘Insurance Investment Companies’’), or permit shares of any current or future series of any Insurance Investment Company (‘‘Insurance Fund’’), to be sold to and held by: (1) Separate accounts funding variable annuity and variable life insurance contracts issued by both affiliated and unaffiliated life insurance companies; (2) qualified pension and retirement plans outside of the separate account context (‘‘Qualified Plans’’ or ‘‘Plans’’); (3) any investment manager to an Insurance Fund and affiliates thereof that is permitted to hold shares of an Insurance Fund consistent with the requirements of Treasury Regulation 1.817–5 (collectively, the ‘‘Manager’’); and (4) any insurance company general accounts that are permitted to hold shares of an Insurance Fund consistent with the requirements of Treasury Regulation 1.817–5. Filing Date: The application was filed on December 28, 2005 and amended and restated on March 1, 2006. Applicants have agreed to file an amendment during the notice period, the substance of which is reflected in this notice. Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing on the application by writing to the Secretary of the SEC and serving Applicants with a copy of the request, personally or by mail. Hearing requests must be received by the SEC by 5:30 p.m. on April 10, 2006 and should be accompanied by proof of service on the Applicants, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of writer’s interest, the reason for the request, and the issues contested. Persons may request notification of the date of the hearing by writing to the SEC’s Secretary. ADDRESSES: Secretary, SEC, 100 F Street, NE., Washington, DC 20549–1090. Applicants, c/o Amy Lee, Associate General Counsel and Vice President, Security Benefit Corporation, One Security Benefit Place, Topeka, Kansas 66636–0001. FOR FURTHER INFORMATION CONTACT: Mark Cowan, Senior Counsel, or Zandra Bailes, Branch Chief, Office of Insurance Products, Division of Investment Management at (202) 551–6795. SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application is available for a fee from the SEC’s Public PO 00000 Frm 00072 Fmt 4703 Sfmt 4703 Reference Branch, 100 F Street, NE., Washington, DC 20549–0102 (202–551– 8090). Applicants’ Representations 1. SBL is a Kansas corporation organized on May 26, 1977 and is registered as an open-end management investment company under the 1940 Act. SBL is a series company currently comprising eighteen (18) series (the ‘‘Insurance Funds’’). Additional series of SBL and classes of additional Insurance Funds may be established in the future. 2. SMC serves as SBL’s investment adviser. SMC is controlled by its members, Security Benefit Life Insurance Company (‘‘SBLIC’’) and Security Benefit Corporation (‘‘SBC’’). SBLIC, a Kansas stock life insurance company, is controlled by SBC. SBC is wholly-owned by Security Mutual Holding Company, which is in turn controlled by SBLIC policyholders. Pursuant to investment subadvisory agreements, SMC retains a sub-adviser for many Insurance Funds. Each subadviser is registered as an investment adviser with the Commission under the Investment Advisers Act of 1940. 3. SBL currently offers shares of the Insurance Funds only to separate accounts of affiliated insurance companies in order to fund benefits under flexible premium variable annuity contracts and variable life insurance policies. In the future, the Insurance Investment Companies intend to offer shares of the Insurance Funds to (a) separate accounts of affiliated and unaffiliated insurance companies in order to fund variable annuity contracts and variable life insurance contracts (collectively, ‘‘Separate Accounts’’); (b) Qualified Plans; (c) any investment manager to an Insurance Fund and affiliates thereof that is permitted to hold shares of an Insurance Fund consistent with the requirements of Treasury Regulation 1.817–5 (collectively, the ‘‘Manager’’); and (d) any insurance company general accounts that are permitted to hold shares of an Insurance Fund consistent with the requirements of Treasury Regulation 1.817–5 (‘‘General Accounts’’). 4. Insurance companies whose Separate Account(s) may now or in the future own shares of the Insurance Funds are referred to herein as ‘‘Participating Insurance Companies.’’ The Participating Insurance Companies have established or will establish their own separate accounts and design their own variable contracts. Each Participating Insurance Company has or will have the legal obligation to satisfy E:\FR\FM\23MRN1.SGM 23MRN1

Agencies

[Federal Register Volume 71, Number 56 (Thursday, March 23, 2006)]
[Notices]
[Pages 14747-14748]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-4173]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[File No. 1-12998]


Issuer Delisting; Notice of Application of TDC A/S (Formerly Tele 
Danmark A/S) To Withdraw Its American Depositary Shares (Evidenced by 
American Depositary Share Receipts, Each Representing One Half of One 
Ordinary Share, Par Value DKK 5 Each and Ordinary Shares, Par Value DKK 
5), From Listing and Registration on the New York Stock Exchange, LLC

March 17, 2006.
    On March 13, 2006, TDC A/S (formerly Tele Danmark A/S), a company 
incorporated under the laws of Denmark (``Issuer''), filed an 
application with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 12(d) of the Securities Exchange 
Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) thereunder,\2\ to withdraw 
its American Depositary Shares (evidenced by American Depositary Share 
Receipts, each representing one half of one Ordinary Share, par value 
DKK 5 each) (``ADS'') and Ordinary Shares, par value DKK 5 each 
(``Shares'') (collectively, ``Securities''), from listing and 
registration on the New York Stock Exchange, LLC (``NYSE'').
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
---------------------------------------------------------------------------

    On March 3, 2006, the Board of Directors (``Board'') of the Issuer 
approved a resolution to withdraw the Securities from listing and 
registration on NYSE. The Issuer stated that the following reasons 
factored into the Board's decision to withdraw the Securities from 
listing on NYSE.
    First, the number of holders of the ADS resident in the United 
States decreased considerably in connection with the completion of the 
tender offer for all Securities (``Tender Offer'') by Nordic Telephone 
Company ApS (``Purchaser'') that expired on January 20, 2006. Pursuant 
to the Tender Offer, the Purchaser purchased 88.2% of the share capital 
of the Issuer. Based on information provided by Innisfree M&A 
Incorporated, as of early February 24, 2006, there were approximately 
1,710 ADS accounts held by U.S. holders containing an aggregate of 
approximately 799,122 ADS (or the equivalent of 399,561 Ordinary 
Shares).
    Second, trading of the ADS on NYSE has also decreased since 
completion of the Tender Offer. The average daily trading volume of the 
ADS for the three-week period ending on February 24, 2006 was 
approximately 9,200. The average daily trading volume of the ADS for 
the corresponding three-week period in 2005 was approximately 32,800. 
The average daily trading volume of the ADS for the five-day period 
ending on February 24, 2006 was approximately 7,800. The average daily 
trading volume for the corresponding five-day period in 2005 was 
71,100. The average daily trading volume of the ADS for the one-year 
period ending on February 24, 2006 was approximately 32,400. The daily 
trading volume on February 24, 2006 was approximately 3,900. These 
decreases, as well as the factors mentioned below, have caused the 
Issuer to re-evaluate the merits of maintaining its NYSE listing and 
registration under the Act.
    Third, the Issuer has adopted amendments to its articles of 
incorporation to permit the Purchaser to redeem all outstanding shares 
(including those represented by the ADS) not held by the Purchaser in a 
compulsory acquisition. The Board took notice of certain protests 
raised against the validity of said amendments; irrespective thereof 
the U.S. delisting were still considered to be in the best interest of 
the Issuer.
    In addition, in connection with the proposed delisting from NYSE, 
the Board also considered that the Board, following the extraordinary 
general meeting of the Issuer's shareholders held on February 28, 2006, 
does not include any directors who satisfy the ``independence'' 
standards under NYSE's corporate governance rules. The Issuer is 
therefore unable to comply with Subsection 303A.06 of the Listed 
Company Manual, which requires that the Issuer have an audit committee, 
each member of which satisfies the independence standards of the NYSE. 
The Board has therefore decided not to form an audit committee for the 
time being. As a result, the Issuer is in material non-compliance with 
NYSE's Corporate Governance Standards applicable to foreign private 
issuers. The Issuer stated that the Shares are currently listed on the 
Copenhagen Stock Exchange and the Issuer expects to seek to withdraw 
the Shares on the Copenhagen Stock Exchange.
    The Issuer stated in its application that it has complied with 
NYSE's rules governing an issuer's voluntary withdrawal of a security 
from listing and registration by providing NYSE with the required 
documents governing the removal of securities from listing and 
registration on NYSE.
    The Issuer's application relates solely to the withdrawal of the 
Securities from listing on NYSE and from registration under Section 
12(b) of the Act,\3\ and shall not affect their obligation to be 
registered under Section 12(g) of the Act.\4\
---------------------------------------------------------------------------

    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
---------------------------------------------------------------------------

    Any interested person may, on or before April 12, 2006, comment on 
the facts bearing upon whether the application has been made in 
accordance with the rules of NYSE, and what terms, if any, should be 
imposed by the Commission for the protection of investors. All comment 
letters may be submitted by either of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://
www.sec.gov/rules/delist.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
the File Number 1-12998 or;

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission,

[[Page 14748]]

100 F Street, NE., Washington, DC 20549-1090.
    All submissions should refer to File Number 1-12998. This file 
number should be included on the subject line if e-mail is used. To 
help us process and review your comments more efficiently, please use 
only one method. The Commission will post all comments on the 
Commission's Internet Web site (https://www.sec.gov/rules/delist.shtml). 
Comments are also available for public inspection and copying in the 
Commission's Public Reference Room. All comments received will be 
posted without change; we do not edit personal identifying information 
from submissions. You should submit only information that you wish to 
make available publicly.
    The Commission, based on the information submitted to it, will 
issue an order granting the application after the date mentioned above, 
unless the Commission determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
---------------------------------------------------------------------------

    \5\ 17 CFR 200.30-3(a)(1).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
 [FR Doc. E6-4173 Filed 3-22-06; 8:45 am]
BILLING CODE 8010-01-P
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