Response of the Office of Mergers and Acquisitions

Division of Corporation Finance

Via Email

Jennifer Tait
Willkie Farr & Gallagher (UK) LLP

Re:      Tender offer by Peel Hunt for Baillie Gifford European Growth Trust plc

Dear Ms. Tait:

We are responding to your letter dated December 19, 2019, addressed to Ted Yu and Christina Chalk.  To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from English counsel.  Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Section I

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5.  This exemption permits Peel Hunt, acting on behalf of the Company, to purchase Shares outside the tender offer, subject to the conditions outlined in your letter.  It further allows Peel Hunt and its affiliates to make purchases of Shares outside the tender offer otherwise than on behalf of the Company, subject to the additional conditions outlined in your letter.

In granting this exemptive relief, we rely on the representations set forth in your letter and the accompanying letter from English counsel.

Section II

Based on the representations in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14e-1(c).  This no-action position allows Peel Hunt to pay for, or return, tendered securities within the timeframes described in your letter and in accordance with U.K. rules.

The exemptive and no-action relief provided is based on the representations made to the Division in your request.  Any different facts or conditions may require the Division to reach a different conclusion.  Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.