SEC Division of Corporation Finance no-action letter: Mphasis Limited

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
~*~ *~ WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April 7, 2017
Response of the Office of Mergers and Acquisitions Division of Corporation Finance Michael O. Wolfson Simpson Thacher &Bartlett LLP CityPoint One Ropemaker Street London EC2Y 9HU Re: Issuer Tender Offer for Shares of Mphasis Limited Dear Mr. Wolfson:
We are responding to your letter dated April 7, 2017, addressed to Ted Yu and Christina Chalk, as supplemented by telephone conversations with the staff and your supporting letter from Indian counsel of the same date, with regard to your request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, we include a copy of your letter with this response, as well as a copy of the accompanying letter from Indian counsel, Shardul Amarchand Mangaldas & Co. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated April 7, 2017. 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 Rule 14e-1(a) under the Exchange Act. The exemption from Rule 14e-1(a) is granted to permit the Company to make an issuer tender offer that will be open for only 10 Working Days. In granting this relief, we note your representations that:

• Indian law specifically mandates a fixed 10-Working Day tender offer period for
  issuer tender offers. Under Indian law, this period cannot be reduced or increased;
• Indian law requires the Issuer Tender Offer to be made to all shareholders,
  including those in the United States, and requires it to be made to all shareholders on the same terms. 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 Buy Back Regulations do not grant powers to SEBI to grant any exemptions
  to extend the Issuer Tender Offer beyond the mandated fixed 10-Working Day