January 6, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeffrey P. Riedler
Re: | GW Pharmaceuticals plc |
Registration Statement on Form F-1 |
File No. 333-192969 |
Dear Mr. Riedler:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join in the request of GW Pharmaceuticals plc that the effective date of the Registration Statement be accelerated so that it will be declared effective at 3:00 p.m., Eastern time, on January 8, 2014 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 825 copies of the Preliminary Prospectus dated January 6, 2014 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the undersigned, as the Representatives of the underwriters, have confirmed that they have complied with 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. llc
Acting severally on behalf of themselves and the several underwriters | |||
By: | morgan stanley & co. llc | ||
By: | /s/ Kathryn Bergsteinsson | ||
Name: | Kathryn Bergsteinsson | ||
Title: | Executive Director |
By: | COWEN AND COMPANY, LLC | ||
By: | /s/ Grant Miller | ||
Name: | Grant Miller | ||
Title: | Managing Director |