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

February 5, 2019

Kevin Lehpamer
Clifford Chance US LLP
31 West 52nd Street
New York, NY 10019

Dear Mr. Lehpamer:

We are responding to your letter dated February 5, 2019, addressed to Ted Yu and David Plattner, as supplemented by telephone conversations with the staff, 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 attach a copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated February 5, 2019.

Section I

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-5 to permit the Prospective Purchasers to purchase, or arrange to purchase, Shares outside the Offer in accordance with English law, regulation and practice, and under the circumstances and subject to the conditions described in your letter.

Section II

Based on the representations in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14e-1(c). This no-action position under Rule 14e-1(c) allows the Bidder to pay for tendered Shares within 14 calendar days of the later of (i) the date on which the Offer is declared wholly unconditional or (ii) receipt of a valid acceptance of the tendered Shares, and allows the Bidder to return tendered Shares within 14 calendar days of the termination or withdrawal of the Offer. We note that the Bidder will undertake, to the extent practicable, to pay for or return tendered Shares within 7 to 10 calendar days, which is faster than the 14 calendar day period permitted by English law. In addition, we note your representation that the Offer Document clearly discloses the different procedural and disclosure requirements applicable to the Offer and, in particular, how those differ from requirements under U.S. tender offer rules.

The foregoing exemptive and no-action relief is based solely on the representations and the facts presented in your letter dated February 5, 2019, and does not represent a legal conclusion with respect to the applicability of the federal securities laws. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this 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.

Related Materials:

• Exemptive Order
• Incoming Letter

http://www.sec.gov/divisions/corpfin/cf-noaction/2019/mastercard-uk-holdco-limited-114e-5-020519.htm