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Adani Ports and Special Economic Zone Limited

Aug. 2, 2019

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

August 1, 2019

Via Email

Rajiv Gupta

Latham & Watkins LLP

Rajiv.gupta@lw.com 

Re:      Adani Ports and Special Economic Zone Ltd.

Dear Mr. Gupta:

We are responding to your letter dated July 31, 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 Indian counsel.  Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated July 31, 2019.

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-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 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 10 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 received notice of, and information about, the Issuer Tender Offer and its terms before it commenced, 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 14 working days (and approximately 14 business days) will elapse between the dispatch of the final letter of offer to shareholders and the expiration of the Issuer Tender Offer and (ii) a period of 64 working days (and 65 business days) will elapse between the date of the Company‚Äôs public announcement of the Issuer Tender Offer and its expiration;  
     
  • the Issuer Tender Offer is an offer for only a small percentage of the outstanding Shares and is not a change in control transaction; and
     
  • except for this exemptive relief, the Issuer Tender Offer will comply with all applicable rules under the federal securities laws.

The exemptive relief 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 question presented or any views on any other questions that the transaction may raise.
 

Sincerely,

/s/ Ted Yu

Ted Yu
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

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