Lazard Capital Markets LLC
30 Rockefeller Plaza
New York, New York 10020
Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10022
April 26, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jeffrey Riedler, Assistant Director
Re: GW Pharmaceuticals plc (the “Company”)
Registration Statement on Form F-1
File No. 333-187356
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as managers of the several Underwriters, hereby join in the request of the Company for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m. Eastern Daylight Time on April 30, 2013, or as soon thereafter as practicable.
In connection with this acceleration request and pursuant to Rule 460 under the Act, please be advised that, during the period from April 18, 2013 to the date of this letter, we have distributed approximately the following number of copies of the preliminary prospectus, dated April 18, 2013:
To Whom Distributed |
| Number of Copies |
Institutions, Brokers and Other |
| 830 |
We, the undersigned, as managers of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
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| Very truly yours, | ||
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| LAZARD CAPITAL MARKETS LLC | ||
| COWEN AND COMPANY, LLC | ||
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| Acting severally on behalf of themselves and the several underwriters | ||
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| By: | LAZARD CAPITAL MARKETS LLC |
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| By: | /s/ Bill Buchanan |
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| Name: Bill Buchanan |
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| Title: Chief Executive Officer |
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| By: | COWEN AND COMPANY, LLC |
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| By: | /s/ Grant Miller |
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| Name: Grant Miller |
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| Title: Managing Director |
