Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

May 28, 2021

Ian C. Ho
Simpson Thacher & Bartlett LLP
iho@stblaw.com

Re: Partial Offer by BCP Topco IX Pte. Ltd. for Mphasis Limited)

Dear Mr. Ho:

We are responding to your letter dated May 28, 2021, addressed to Ted Yu and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive and no-action relief. 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 Indian counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated May 28, 2021.

Section I

On the basis of the representations and the facts presented in your letter, 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-1(a).

In granting the exemptive relief described above, we further note:

• Indian law mandates that the Open Offer be open to all shareholders on equal terms, including those in the United States, and requires a fixed offer period of 10 Working Days, which cannot be reduced or increased;
• based on the advice of Indian counsel, the Purchaser and its affiliates do not believe they can obtain exemptive relief from these Indian legal requirements for the Open Offer;
• shareholders of Mphasis Limited received notice of, and information about, the Open Offer and its terms before it commenced, as described in your letter;
• the Open Offer has been the subject of news coverage, including in the United States, as described in your letter;
• it is expected that (i) a period of 15 Working Days, approximately 15 business days (as defined in your letter) and 21 calendar days will elapse between the dispatch of the final Letter of Offer to Mphasis Limited shareholders and the expiration of the Open Offer and (ii) a period of 46 Working Days (approximately 48 business days and 66 calendar days) will elapse between the Public Announcement of the Open Offer and its expiration;
• the Open Offer is a mandatory offer required under Indian law at a fixed price per Share determined in accordance with Indian law, and Indian law does not contemplate changes to the term of the Open Offer during the Tendering Period; and
• except for the relief granted, the Open Offer will comply with all applicable U.S. federal securities laws.

Section II

Based on the representations in your May 28, 2021 letter, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14e-1(c) if the Purchaser pays for or returns tendered Shares in accordance with Indian law, as described in your letter.

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.