March 30, 2021
Via EDGAR Transmission
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attn: Christine Dietz, Senior Staff Accountant
David Edgar, Staff Accountant
Larry Spirgel, Office Chief
Jeff Kauten, Staff Attorney
Re: Karooooo Ltd.
Registration Statement on Form F-1
File No. 333-253635
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Morgan Stanley & Co. LLC and BofA Securities Inc., as representatives of the several underwriters, hereby join in the request of Karooooo Ltd. that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective as of 4:00 p.m., Eastern Time, on March 31, 2021, or as soon as practicable thereafter.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act:
i. | Date of preliminary prospectus: March 22, 2021 |
ii. | Dates of distribution: March 22, 2021 through the date hereof |
iii. | Number of preliminary prospectuses distributed to prospective underwriters, institutional investors, dealers and others: approximately 4,282 |
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours, | |
MORGAN STANLEY & CO. LLC | |
BOFA SECURITIES, INC. | |
As representatives of the several underwriters |
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Akansha Agarwal | |
Name: Akansha Agarwal | ||
Title: Executive Director |
BOFA SECURITIES, INC. | ||
By: | /s/ Michael Liloia | |
Name: Michael Liloia | ||
Title: Executive Director |
[Signature Page — Acceleration Request]