SEC Division of Corporation Finance no-action letter: Tanla Platforms Limited

Nov. 17, 2022

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

Via Email

November 17, 2022

Kevin Greenslade
Hogan Lovells US LLP
kevin.greenslade@hoganlovells.com

Re: Partial Tender Offer for Tanla Platforms Limited Request for Exemptive relief from Exchange Act Rule 14e-1(a)

Dear Mr. Greenslade:

We are responding to your letter dated November 17, 2022, addressed to Ted Yu, Christina Chalk, and Michael Killoy. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed 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 17, 2022.

Based on the facts and representations 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 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 15 working days (15 U.S. business days and 21 calendar 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 51 working days (48 business days and 70 calendar days) will elapse between the date of the Company’s public announcement of the Issuer Tender Offer and its expiration;
• the Issuer Tender Offer is an offer for less than 2% 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 U.S. federal securities laws.

The exemptive relief granted is based on the representations made to the Division in your letter. 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 questions 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

Last Reviewed or Updated: Nov. 17, 2022

Resources

• Incoming Letter
• Exemptive Order

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#101, 1st Floor, Embassy Classic
#11 Vittal Mallya Road, Bengaluru 560 001, India Tel: +91 80 4072 6600 www.induslaw.com DELHI | HYDERABAD | MUMBAI BENGALURU November 17, 2022 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 U.S.A. Attn: Ted Yu, Esq., Chief, Office of Mergers and Acquisitions Christina E. Chalk, Esq., Senior Special Counsel, Office of Mergers and Acquisitions Michael Killoy, Esq., Attorney, Office of Mergers and Acquisitions Dear Mr. Yu, Ms. Chalk, Mr. Killoy:
Re: Issuer Tender Offer for Shares of Tanla Platforms Limited We refer to the letter, dated November 17, 2022 (the “Letter”), sent to the U.S. Securities and Exchange Commission (the “Commission”) by Hogan Lovells US LLP on behalf of Tanla Platforms Limited (formerly known as Tanla Solutions Limited), a public limited company incorporated under the laws of India (the “Company”) with respect to the proposed issuer partial tender offer for cash (the “Issuer Tender Offer”). In the Letter, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) is requested to grant exemptive relief to the Company from certain rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that may be applicable to the Company at the time of undertaking the Issuer Tender Offer. We are acting as advisers to the Company concerning Indian legal matters in connection with the Issuer Tender Offer. We understand that in connection with the Letter, the Commission has requested a letter confirming certain statements relating to Indian law, regulation and practice as set out in the Letter (the “Support Letter”). We have reviewed the statements relating to Indian laws, regulations and practice as set out in the Letter (the “Indian Statements”) and confirm that, in our opinion, the Indian Statements are fair and accurate summaries of such laws, regulation and practice, and in our opinion, complete in all material respects for the purposes of the Letter. We note the following:
a) For the purposes of this Support Letter, we have only examined an electronic copy of the Letter and no documents have been reviewed by us in connection with this Support Letter other than the Letter. Accordingly, we shall limit the views expressed in this Support Letter to the Letter and Indian legal matters described therein. b) The Indian Statements consist of summaries of relevant matters of Indian law and regulation, or as the case maybe, Indian practice and should not be construed as a comprehensive description of all law, rules, regulations and practice. Such laws and regulations are subject to interpretation by the competent authorities, including Securities and Exchange Board of India.

#101, 1st Floor, Embassy Classic
#11 Vittal Mallya Road, Bengaluru 560 001, India Tel: +91 80 4072 6600 www.induslaw.com DELHI | HYDERABAD | MUMBAI BENGALURU c) Except as set out below, the Support Letter may not be reproduced, referred to, or quoted in any offering materials, disclosure materials or printed matter related to the Issuer Tender Offer or quoted or referred to in any public document or filed with any person or authority without our express written consent. No part of this Support Letter may be copied, or duplicated, in any form by any means or distributed in any way. d) We consent to this Support Letter being attached to the Letter. e) In rendering this Support Letter, we have reviewed such laws of the Republic of India as we considered relevant and necessary, and we have not made any investigation of, and do not express any opinion on, the laws of any jurisdiction other than the laws of the Republic of India as applicable on the date of this Support Letter. f) We have no responsibility to update this Support Letter for events or circumstances occurring after the date of this Support Letter. Yours faithfully, For and on behalf of IndusLaw __________________________ Manshoor Nazki Authorized Signatory