Securities Exchange Act of 1934
Rule 14e-1(b)
Rule 14e-1(c)
Rule 14d-10(a)(2)
Rule 14d-7(a)(1)

January 3, 2006

Via Facsimile and First Class Mail

Michael O. Wolfson, Esq.
Simpson Thacher & Bartlett LLP
Citypoint
One Ropemaker Street
London EC2Y 9HU
United Kingdom

Dear Mr. Wolfson:

We are responding to your letter dated January 3, 2006 to Brian V. Breheny, Nicholas P. Panos and Celeste M. Murphy as supplemented by telephone conversations with the staff of the Division of Corporation Finance with regard to your request for no-action and exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts presented in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

Based on the representations in your letter but without necessarily concurring in your analysis, the United States Securities and Exchange Commission (Commission) hereby grants exemptions from:

• Rule 14e-1(b) under the Securities Exchange Act of 1934 (Exchange Act) to permit the Offer Price to potentially decrease as a result of dividend payments or other distributions made by the Company without the tender offer remaining open for at least ten days from the date that notice of any such potential decrease is first published or sent or given to security holders.
   
• Rule 14e-1(c) under the Exchange Act to permit the Offerors to pay (i) for Employee Shares in compliance with Danish law and practice including, but not limited to the payment of the accrual of interest on the Deposited Amount and the ruling from the Danish tax authorities as more fully disclosed in your letter and (ii) the Shares and ADSs tendered in the Offer in the manner described in your letter, including the payment of the consideration for any tendered Shares and ADSs on the eighth Danish trading day following the expiration of the offer period.

Based on the representations in your letter but without necessarily concurring in your analysis, the staff of the Division of Corporation Finance will also not recommend that the Commission take enforcement action pursuant to:

• Rule 14d-10(a)(2) under the Exchange Act in view of the fact that the amount received regarding the accrual of interest on the Deposited Amount from the Settlement Date through the date the Compulsory Acquisition is effected by holders of Employee Shares who tender in the Offer may be deemed higher on a per Share basis than the Offer Price payable to other holders of Shares and ADSs.
   
• Rule 14d-7(a)(1) under the Exchange Act to allow the condition related to the acquisition of the Employee Shares pursuant to the Compulsory Acquisition to survive the expiration of the Offer.

The foregoing exemptions and no-action relief are based solely on your representations and the facts presented in your letter dated January 3, 2006, as supplemented by telephone conversations with the staff of the Commission. The relief granted is strictly limited to the application of these rules to the Offer. You should discontinue the Offer pending further consultation with the staff of the Commission if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. The participants in the Offer must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view with respect to any other questions that may be raised by the Offer, including, but not limited to the adequacy of disclosure concerning and the applicability of any other federal or state laws to, the Offer.

For the Commission,
By the Division of Corporation Finance,
Pursuant to delegated authority,

Mauri L. Osheroff
Associate Director, Regulatory Policy
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/nordictele010306.htm