Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London, E14 4QA United Kingdom | Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 U.S.A. |
VIA EDGAR AND FACSIMILE
March 7, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | China Distance Education Holdings Limited (the “Company”) |
Registration Statement on Form F-3, as amended (File No. 333-194058)
Ladies and Gentlemen:
We hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:00 p.m. Eastern Standard Time on March 11, 2014, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between February 28, 2014 and the date hereof, copies of the Company’s Preliminary Prospectus dated February 28, 2014 were distributed as follows: more than 205 copies to prospective underwriters, institutional investors, dealers and others; out of which more than 200 were to institutional investors and more than 5 to retail investors.
The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours, | ||
MORGAN STANLEY & CO. INTERNATIONAL PLC | ||
CREDIT SUISSE SECURITIES (USA) LLC | ||
As Representatives of the several Underwriters | ||
MORGAN STANLEY & CO. INTERNATIONAL PLC |
By: | /s/ Alain Lam | |
Name: | Alain Lam | |
Title: | Managing Director | |
CREDIT SUISSE SECURITIES (USA) LLC | ||
By: | /s/ Sam Shah | |
Name: | Sam Shah | |
Title: | Director |
[Underwriters Acceleration Request]