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

Via Email

July 28, 2023

Colin Diamond
White & Case LLP
cdiamond@whitecase.com

Re: Issuer Tender Offer by Piramal Enterprises Limited
       Request for Exemptive relief from Exchange Act Rule 14e-1(a)

Dear Mr. Diamond:

We are responding to your letter requesting exemptive relief dated July 27, 2023, and addressed to Ted Yu, Daniel Duchovny and Christina Chalk.  To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed copy of your letter and the accompanying letter from Indian counsel.  Unless otherwise noted, capitalized terms in this letter have the same meaning as in your correspondence.

Based on the facts and representations 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).  This exemption permits the Issuer Tender Offer to remain open for a fixed period of five Working Days, as mandated by Indian law.

In granting this exemptive relief, we rely on the representations set forth in your letter, as supplemented by the accompanying letter from Indian counsel, including but not limited to, the following:

• Indian law mandates that the Issuer Tender Offer be open to all shareholders on equal terms, including those in the United States, and requires a fixed offer period of five Working Days, which cannot be reduced or increased;
• based on the advice of Indian counsel, the Company does not believe it can obtain exemptive relief from these Indian legal requirements for this Issuer Tender Offer;
• shareholders will receive notice of, and information about, the Issuer Tender Offer and its terms before it commences, as described in your letter;
• the Issuer Tender Offer is expected to be the subject of news coverage, including in the United States, as described in your letter;
• it is expected that (i) a period of six Working Days (or eight calendar days and six U.S. business days) will elapse between the dispatch of the Letter of Offer to shareholders and the expiration of the Issuer Tender Offer and (ii) a period of 41 Working Days (or 61 calendar days and 43 U.S. business days) will elapse between the date of the Company’s public announcement of the Issuer Tender Offer and its expiration;
• the Issuer Tender Offer is an offer for a small portion of its outstanding equity Shares and will not result in a change in control transaction or corporate transformation of the Company; and
• except for this exemptive relief, the Issuer Tender Offer will comply with all applicable U.S. federal securities laws.

The exemptive relief granted is based on the representations made to the Division in your letter.  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, including compliance with any other applicable provisions of the federal securities laws or any other legal obligations under U.S. law.