Securities Exchange Act of 1934
Issuer Tender Offer for Shares of Just Dial Limited
Dear Mr. Cohen:
We are responding to your letter dated January 29, 2016, addressed to Michele M. Anderson and Christina E. Chalk, as supplemented by telephone conversations with us, in regard to the Company’s exemptive request. To avoid having to recite or summarize the facts set forth in your January 29, 2016 letter, we include a copy of your letter with this response, as well as a copy of the accompanying letter from Indian counsel Cyril Amarchand Mangaldas. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in the Company’s January 29, 2016 letter.
On the basis of the representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants an exemption from Rule 14e-1(a) under the Securities Exchange Act of 1934. The exemption from Rule 14e-1(a) is granted to permit the Company to make a tender offer that will be open for only 10 Indian working days (as defined in your letter). In granting this relief, we note your representations that:
The foregoing exemption is based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to the offer. The Company should discontinue the offer 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, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the Company. The Division of Corporation Finance expresses no view with respect to any other questions that the offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the offer.
For the Commission,
By the Division of Corporation Finance
pursuant to delegated authority,
Michele M. Anderson
Associate Director, Legal
Division of Corporation Finance
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