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Share Name | Share Symbol | Market | Type |
---|---|---|---|
MakeMyTrip Limited | NASDAQ:MMYT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.3491 | 0.46% | 75.9391 | 75.86 | 75.99 | 78.00 | 75.45 | 78.00 | 93,569 | 15:36:02 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 2)
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MakeMyTrip Limited
(Name of Subject Company (Issuer))
MakeMyTrip Limited
(Name of Filing Person (Issuer))
0.00% Convertible Senior Notes due 2028
(Title of Class of Securities)
56087F AB0
(CUSIP Number of Class of Securities)
Mohit Kabra
Group Chief Financial Officer
19th Floor, Building No. 5
DLF Cyber City
Gurugram, India, 122002
Telephone: (+91-124) 439-5000
with copy to:
Rajiv Gupta
Stacey Wong
Latham & Watkins LLP
9 Raffles Place
#42-02 Republic Plaza
Singapore 048619
+65 6536 1161
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule 14d-1. |
☒ | issuer tender offer subject to Rule 13e-4. |
☐ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 2 to Schedule TO (this Amendment No. 2) amends and supplements the Tender Offer Statement on Schedule TO that was initially filed by MakeMyTrip Limited (the Company) on January 17, 2024 (the Schedule TO) relating to the Companys 0.00% Convertible Senior Notes due 2028 (the Notes), as amended by Amendment No. 1 filed with the Securities Exchange Commission (SEC) on January 31, 2024. This Amendment No. 2 relates to the final results of the Companys repurchase of the Notes that have been validly surrendered for repurchase and not withdrawn pursuant to the Companys Notice to the holders of the Notes (the Holders) dated January 17, 2024 (the Repurchase Right Notice). The information contained in the Schedule TO, including the Repurchase Right Notice, as supplemented and amended by the information contained in Item 11 below, is incorporated herein by reference. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO.
This Amendment No. 2 amends and supplements Schedule TO as set forth below and constitutes the final amendment to the Schedule TO. This Amendment No. 2 is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:
The repurchase right offer expired at 11:59 p.m. Eastern Time, on Tuesday, February 13, 2024 (the Expiration Date). The Company has been advised by The Bank of New York Mellon, as paying agent (the Paying Agent), that pursuant to the terms of the Repurchase Right Notice, none of the Notes were surrendered through the facilities of, and in accordance with the procedures of, the Depository Trust Companys (DTC) Automated Tender Offer Program (ATOP) for repurchase as of the Expiration Date. As of the Expiration Date, no Notes are held in the certificated non-global form. As none of the Notes were surrendered for repurchase as of the Expiration Date, the aggregate amount of the Repurchase Price is nil. As of February 15, 2024, US$ 230,000,000 aggregate principal amount of the Notes remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.
ITEM 12. EXHIBITS.
* | Previously filed. |
| Filed herewith. |
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
MakeMyTrip Limited | ||
By: | /s/ Rajesh Magow | |
Name: | Rajesh Magow | |
Title: | Group Chief Executive Officer |
Dated: February 15, 2024
2
Exhibit (a)(5)(B)
MakeMyTrip Limited Announces Completion of the Repurchase Right Offer for Its 0.00% Convertible
Senior Notes due 2028
GURUGRAM, India, February 15, 2024 MakeMyTrip Limited (MakeMyTrip or the Company) (NASDAQ: MMYT), a leading travel service provider in India, today announced that it has completed its previously announced repurchase right offer relating to its 0.00% Convertible Senior Notes due 2028 (CUSIP No. 56087F AB0) (the Notes). The repurchase right offer expired at 11:59 p.m. Eastern Time, on Tuesday, February 13, 2024. None of the noteholders exercised their repurchase right, and no Notes were surrendered for repurchase.
Materials filed with the SEC will be available electronically without charge at the SECs website, http://www.sec.gov. Documents filed with the SEC may also be obtained without charge at the Companys website, https://investors.makemytrip.com/investors/financials.
About MakeMyTrip Limited
MakeMyTrip Limited is Indias leading travel group operating well-recognized travel brands including MakeMyTrip, Goibibo and redBus. Through our primary websites www.makemytrip.com, www.goibibo.com, www.redbus.in, and mobile platforms, travellers can research, plan and book a wide range of travel services and products in India as well as overseas. Our services and products include air ticketing, hotel and alternative accommodations bookings, holiday planning and packaging, rail ticketing, bus ticketing, car hire and ancillary travel requirements such as facilitating access to third-party travel insurance, visa processing and foreign exchange.
We provide our customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India, a comprehensive set of domestic accommodation properties in India and a wide selection of properties outside of India, Indian Railways and all major Indian bus operators. For more information, visit https://www.makemytrip.com/about-us/company_profile.php.
For investor and media inquiries, please contact:
MakeMyTrip Limited
Investor Relations
Tel: 1-800-962-4284 (Toll Free US); 781-575-3120 (Outside of US)
Email: vipul.garg@go-mmt.com
Source: MakeMyTrip
Exhibit 107(b)
Calculation of Filing Fee Tables
Schedule TO
(Amendment No. 2)
(Form Type)
MakeMyTrip Limited
(Name of Issuer)
Table 1 Transaction Valuation
Transaction Valuation |
Fee Rate |
Amount of Filing Fee | ||||
Fees to Be Paid |
$ | | ||||
Fees Previously Paid |
230,000,000.00(1) | 0.01476%(2) | 33,948.00(2) | |||
Total Transaction Valuation |
$ 230,000,000.00 | |||||
Total Fees Due for Filing |
$ 33,948.00(2) | |||||
Total Fees Previously Paid |
33,948.00(2) | |||||
Total Fee Offsets |
| |||||
Net Fee Due |
$ |
(1) | Calculated solely for purposes of determining the filing fee. The purchase price of the 0.00% Convertible Senior Notes due 2028 (the Notes), as described herein, is US$1,000 per US$1,000 principal amount outstanding. As of February 15, 2024 there was US$230,000,000.00 aggregate principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of US$230,000,000.00 (excluding any accrued and unpaid special interest, if and to the extent such special interest is payable pursuant to the terms of the Indenture). |
(2) | The filing fee of $33,948.00 was previously paid in connection with the filing of the Tender Offer Statement on Schedule TO on January 17, 2024 by MakeMyTrip Limited (File No. 005-85619). The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals US$147.60 for each US$1,000,000 of the value of the transaction. |
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