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

November 30, 2018

Via Email

Aaron A. Seamon
Squire Patton Boggs (US) LLP
aaron.seamon@squirepb.com

Dear Mr. Seamon:

We are responding to your letter dated November 30, 2018, addressed to Ted Yu, Christina Chalk, and David Plattner, as supplemented by telephone conversations with the staff, with regard to your request for exemptive 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 November 30, 2018.

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).  This exemption permits the Issuer Tender Offer to remain open for a fixed period of 10 working days (as defined in your letter), as mandated by Indian law.  

In granting this exemptive relief, we note your representations that:

• Indian law specifically mandates a fixed 10-working day tender offer period for issuer tender offers, which cannot be reduced or increased;
   
• Indian law requires the Issuer Tender Offer to be made to all shareholders on equal terms, including those in the United States, and Indian law does not permit the Issuer Tender Offer to be open for a longer period for U.S. persons than for any other shareholders;
   
• SEBI did not grant the request for an exemption to permit the Issuer Tender Offer to be held open for 20 business days in compliance with Exchange Act Rule 14e-1(a); 
   
• the Company disseminated materials with information about the Issuer Tender Offer to all Company shareholders when it sought shareholder approval to conduct the Issuer Tender Offer;
   
• the Company's public announcement about the Issuer Tender Offer included details about the offer and was the subject of coverage by various news agencies, including Reuters and Bloomberg;
   
• the time period between the date of shareholder approval of the Issuer Tender Offer and the closure of the Issuer Tender Offer will be approximately 59 working days, 62 business days, and 94 calendar days;
   
• a copy of the Letter of Offer will be physically delivered to shareholders, including those in the United States, to the extent they or their custodians have not provided email addresses;
   
• on the date the Letter of Offer is dispatched to shareholders, the Company will publish on the website of the Wall Street Journal a notice about the Issuer Tender Offer that will contain basic information about the offer and state that the Letter of Offer will be available on SEBI's website;
   
• this is an issuer tender offer for only a small percentage of the outstanding Shares and is not a change in control transaction; and
   
• except for the exemptive relief granted by separate order, the Issuer Tender Offer will comply with all applicable Exchange Act rules.

The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated November 30, 2018, and does not represent a legal conclusion with respect to the applicability of the provisions of the federal securities laws.  The relief is strictly limited to the application of the rule listed above to this transaction.  You should discontinue the transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.  In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws.  Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in this transaction.  The Division of Corporation Finance expresses no view with respect to any other questions that this transaction may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, this transaction.

Related Materials:

• Exemptive Order
• Incoming Letter

http://www.sec.gov/divisions/corpfin/cf-noaction/2018/just-dial-limited-113018-sec14.htm