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¶ – Release Delayed to: 11/15/10 ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/11/10 China Ceramics Co., Ltd SC TO-I/A¶ 3:175K China Ceramics Co., Ltd Toppan Vintage/FA |
Document/Exhibit Description Pages Size
1: SC TO-I/A Amendment to Tender-Offer Statement - Issuer HTML 22K
Tender Offer
3: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 45K
2: EX-99.(A)(1)(A)(1) Miscellaneous Exhibit HTML 61K
| Unassociated Document |
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Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549-3628
Mail
Stop 3030
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Re:
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1.
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We note the highlighted text on
the cover page disclosing that offers will not be made and tenders will
not be accepted from holders in the specified jurisdictions
outlined. Please clarify, if true, that you are referring to a
U.S. state and not a non-U.S. jurisdiction. If not, please
advise us how you are complying with the all-holders provision in Exchange
Act Rule 13e-4(0(8)(i). We view Exchange Act Rule
l3e-4(t)(9)(ii) as permitting the exclusion of only those holders residing
in a U.S. state where the issuer is prohibited from making the tender
offer pursuant to applicable
law.
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3.
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Consistent with the
requirements of Item 1010 (c) of Regulation M-A, please revise to include
the summary financial statements required by that item. Refer to the
Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations, Third Supplement (July 2001) at 117 and H.9 available at
http://www.sec.gov/interns/telephone/phonesupp1ement3.htm4qjk7.
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4.
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Please refer to our prior
comment. Please provide pro forma financial information in accordance with
Item 1010(b) of Regulation M-A. Alternatively, please explain why pro
forma financial statements are not
material.
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5.
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We note the lock up agreements
entered into with respect to warrant holders who hold approximately 49.5%
of the outstanding warrants. Supplementally advise us of the negotiations
that preceded the execution of the lock up agreements. For example, advise
us of the total number of persons contacted (i.e., including any persons
who chose not to execute a lock up) and whether all persons who executed
lock ups are accredited investors. Also, please tell us whether you
considered if a tender offer had commenced at the time of the negotiation
and execution of the lock up
agreements.
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1.
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Active
and widespread solicitation of public stockholders for the shares of an
issuer. There was no active or widespread solicitation
of warrant holders. Only 14 warrant holders were contacted
about the potential exchange offer by the Company, of which 2 were current
directors of the Company and an additional 4 were officers and/or
directors of a predecessor company, and no public announcement of the
potential exchange offer was made. In order to insure that the
information was not made public prior to the Company formally launching
the exchange offer, each of the warrant holders signed a confidentiality
and non-trading agreement prior to entering into negotiations with the
Company. Therefore, there was no widespread solicitation of
public warrant holders.
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2.
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Solicitation
made for a substantial percentage of the issuer’s
stock. Although the holders of a substantial percentage
of the outstanding warrants were solicited (approximately 49.5%), the
lock-up agreements entered into by the Company provided that the
agreements would terminate within a specified period of time if the
Company did not launch an exchange offer open to all holders of the
Company’s warrants.
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3.
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Offer
to purchase made at a premium over the prevailing market price. The
offer was made at a premium to the then prevailing market
price.
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4.
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Terms
of the offer are firm rather than negotiable. The Company
negotiated the terms of the exchange with the warrant holders in an
attempt to obtain the most favorable exchange ratio for the
Company. Once it entered into the lock-up arrangements,
however, the Company used the most favorable exchange ratio (from the
perspective of the warrant holders) negotiated, since that would be the
amount used in the exchange offer.
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5.
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Offer
contingent on the tender of a fixed number of shares, often subject to a
fixed maximum number to be purchased. Entry into the lock-up
arrangements was not conditioned on a fixed number of warrants being
locked-up, and therefore, this condition was not satisfied in connection
with the pre-public filing of the Schedule TO. In addition, the
condition that a minimum number of warrants be tendered in the exchange
offer was required to be included by the warrant holders entering into
lock-up arrangements. Such term was not proposed by the
Company.
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6.
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Offer
open only a limited period of time. The Company did not
impose any deadline on negotiations of the lock-up
agreements.
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7.
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Offeree
subjected to pressure to sell its stock. There was no
pressure for warrant holders to enter into lock-up agreements since if a
warrant holder did not enter into a lock-up agreement, such warrant holder
would be offered the same consideration as the other warrant holders in
connection with the public exchange
offer.
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8.
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Public
announcements of a purchasing program concerning the subject company
preceding or accompanying a rapid accumulation of a large amount of the
subject company’s securities. The Company did not make a public
announcement relating to the lock-up arrangements or that it intended to
enter into an exchange offer. In addition, the lock-up
arrangements only provided that the warrants would be sold to the Company
if certain conditions were met, including that such warrant holders would
tender their warrants in a public exchange offer that the Company might
launch, provided that it was launched in a certain period of
time.
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6.
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As the filing persons are
aware, a tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or indirect
control of the bidder, and are drafted with sufficient specificity to
allow for objective verification of whether or not the conditions have
been satisfied. Please refer to condition (A) on page 7 of the Offer to
Exchange. As drafted, disclosure regarding actions which “directly or
indirectly challenge[] the making of the Offer...,” is overly broad. In
contrast, we note that condition (A) on page 14 of the Offer to exchange
is appropriately limited by noting that the condition will be asserted if
it is “reasonably expected” that the specified actions will directly or
indirectly challenge the making of the Offer. Please revise disclosure to
consistently present condition (A) and ensure the condition incorporates
an objective standard, such as a standard of reasonableness, against which
the filing persons’ discretion may be
judged.
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7.
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Please revise to clarify that
you will amend the Schedule TO to include material updates, inclusive of
updated interim financial statements to the extent they are filed on Form
6-K or made publicly available in the British Virgin Islands. We refer you
to General Instruction F of Schedule TO and your obligation under Exchange
Act Rule 13e-4(c)(3) to amend the Schedule to reflect a material change in
the information previously
disclosed.
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·
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Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filings; and
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·
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the
company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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| This ‘SC TO-I/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/11/10 | |||
| 8/4/10 | ||||
| 8/3/10 | ||||
| 7/29/10 | EFFECT | |||
| 7/27/10 | CORRESP, F-1/A, SC TO-I | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/19/10 SEC UPLOAD¶ 10/17/17 1:58K Antelope Enterprise Holdings Ltd. |