UPDATE 1-MTN need not make open offer for Bharti on GDR stake

* India regulator decision could help MTN-Bharti reach deal

* MTN can hold 36 pct in Bharti through GDRs

* Open offer needed when GDRs are converted to local shares

* Bharti proposes buying 49 pct of MTN directly or through affiliates (Adds details, quotes)

By Devidutta Tripathy and Narayanan Somasundaram

NEW DELHI/MUMBAI, July 7 (Reuters) - South Africa's MTN and its shareholders can buy 36 percent in Bharti Airtel (BRTI.BO) via global depositary receipts (GDRs) without triggering a mandatory open offer, the Indian capital market regulator said.

MTN (MTNJ.J) and Bharti are in exclusive talks over a complex deal that could lead to a full merger, creating the world's No. 3 wireless group with more than 200 million subscribers and combined revenue of $20 billion. [ID:nLP34850]

Bharti had sought clarifications from the regulator on Indian takeover rules that require an acquirer of 15 percent equity stake or more to make an open offer for another 20 percent from other shareholders.

"MTN and/or its shareholders would be required to comply with the requirements of (open offer) only upon conversion of the GDRs into equity shares with voting rights," the Securities and Exchange Board of India (SEBI) said.

A New Delhi-based fund manager said the clarification removed uncertainty and would help the companies reach a deal.

"Good for Bharti. Better for MTN. Quite a breather for them, otherwise they would have to cough up more money for the open offer," said R.K Gupta, managing director at Taurus Asset Management.

"It has to be seen how long MTN and its shareholders would like to continue with GDRs. They don't get voting rights. I think this is a development which needs to be watched," he said.

Shares in Bharti, which have a market value of $31.1 billion, were trading up 4.4 percent at 818 rupees by 0848 GMT outperforming the broader market which was up 1 percent. MTN shares rose 0.8 percent.

The SEBI letter, which was dated June 22 but made public on Tuesday, also said Bharti had proposed to acquire a 49 percent holding in the South African firm directly or through its affiliates.

To see the letter, click on: here

"This is more from a safety perspective for Bharti," said a banker with direct knowledge of the deal, referring to the open offer clarification.