Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
October 17, 2018
Latham & Watkins LLP
Re: Partial Cash Tender Offer for Shares of Redington (India) Limited
Dear Mr. Gupta:
We are responding to your letter dated October 16, 2018, addressed to Ted Yu and Christina Chalk, 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 October 16, 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 under Indian law;
- 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;
- The Company publicly announced the Issuer Tender Offer on September 19, 2018. On that date, the Company published a press release through PR Newswire, which included the maximum number of Shares to be repurchased in the Issuer Tender Offer, as well as the price per Share;
- On September 27, 2018, the Company sought from SEBI an exemption from the application of the Buy Back Regulations to permit the Issuer Tender Offer to be open for 20 business days in compliance with Rule 14e-1(a). SEBI denied this request;
- The letter of offer for the Issuer Tender Offer will be disseminated to all Company shareholders on the fifth working day after receipt of final comments from SEBI. The Issuer Tender Offer will open on the fifth working day from the date the letter of offer is disseminated. Between the dissemination of the letter of offer to shareholders and the close of the Issuer Tender Offer, 15 working days (approximately 22 calendar days and 16 business days) will elapse. From the date of the Company's public announcement of the Issuer Tender Offer and the close of the Issuer Tender Offer, 39 working days, 42 business days and 62 calendar days will elapse;
- In accordance with Indian law, the letter of offer will be e-mailed to shareholders who have registered their e-mail addresses and opted to receive electronic communications from the Company. The Company believes that all individual U.S. shareholders have elected to receive shareholder materials from the Company via their own email addresses. In addition, all U.S. shareholders who are foreign portfolio investors or foreign institutional investors will receive the letter of offer at the email addresses of their respective custodians located in India, which the Company understand would then be promptly forwarded to such holders via email by those custodians;
- On the date the letter of offer is dispatched to shareholders, the Company will publish a notice on the website edition of the Washington Post, which will disclose where the letter of offer can be accessed, along with certain basic information about the Issuer Tender Offer;
- This is an issuer tender offer for only a small portion of the Company's Shares, representing only 2.78% of the Shares outstanding, 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 October 16, 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.
/s/ Ted Yu
Chief, Office of Mergers & Acquisitions
Division of Corporation Finance
The Incoming Letter is in Acrobat format.