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March 28, 2023
FILED VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Benjamin Richie | |
| Lauren Nguyen | ||
| Re: | SHL Telemedicine Ltd. | |
| Amendment No. 2 to Registration Statement on | ||
| Form 20FR12B (File No. 001-41641) | ||
| Filed March 28, 2023 | ||
Ladies and Gentlemen:
On behalf of SHL Telemedicine Ltd. (the “Company”), we are responding to the remaining comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) conveyed in the Staff’s Comment Letter, dated March 28, 2023 (the “Comment Letter”), with respect to Amendment No. 1 to the Company’s Registration Statement on Form 20-FR12B (the “20-F”) publicly filed with the Commission by the Company via EDGAR on March 23, 2023. Concurrently with this response letter, the Company is publicly filing with the Commission via EDGAR Amendment No. 2 to the 20-F (“Amendment No. 2”), which has been revised to reflect the Company’s response to the remaining Staff comment.
For ease of review, we have set forth the Staff’s remaining comment below in bold italics type followed by the Company’s responses thereto. Page references in the Staff’s comment are to the page numbers contained in the Comment Letter. Page references in the Company’s response below correspond to the page numbers in Amendment No. 2.
United States Securities and Exchange Commission
March 28, 2023
Page 2
Jury Trial Waiver, page 119
| 1. | We note the newly filed Exhibit 2.1 and your new disclosure relating to the Company’s exclusive forum provision in the deposit agreement. Please revise the relevant risk factors section to include disclosure that ADS holders may be subject to increased costs to bring a claim and that these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial forum that they find favorable. |
Response: The Company respectfully acknowledges and has complied with the Staff’s comment by adding a new risk factor entitled “ADS holders have limited choice of forum, which could increase your cost and limit your ability to bring a claim in a judicial forum that you find favorable for disputes against the depositary, us or the depositary’s or our respective directors, officers or employees, and may discourage such lawsuits” on page 20 of Amendment No. 2.
* * *
We hope that the foregoing response and corresponding revisions contained in the Amendment No. 2 are responsive to the Staff’s comment. Please do not hesitate to contact the undersigned, Scott R. Saks, of Norton Rose Fulbright US LLP, counsel to the Company, at (212) 318-3151 or at scott.saks@nortonrosefulbright.com, or my partner, Sheldon G. Nussbaum, at (212) 318-3254 or at sheldon.nussbaum@nortonrosefulbright.com with any questions or comments or if you require any further information or it would otherwise facilitate the Staff’s review.
| Very Truly Yours | ||
| By: | /s/ Scott R. Saks | |
| Scott R. Saks | ||
| cc: | Erez Nachtomy (SHL Telemedicine Ltd.) | |
| Amir Hai (SHL Telemedicine Ltd.) | ||
| Sheldon G. Nussbaum (Norton Rose Fulbright US LLP) | ||
| Amelia Zhang (Norton Rose Fulbright US LLP) |
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