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SEBI approves Future-Reliance deal
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SME Times News Bureau | 21 Jan, 2021
Despite exhortations by Amazon, markets regulator SEBI has approved the
deal between Future Group and Reliance Industries. SEBI, in a letter
issued on Wednesday, approved the deal subject to a number of conditions
in the Composite Scheme of Arrangement.
The BSE on its part said that it has no adverse observations on the transaction.
In
August 2020, Kishore Biyani and Future Group had entered into a Rs
25,000 crore agreement with Reliance Retail. As part of the pact, Future
Group was to sell its retail, wholesale, logistics and warehouse
businesses to Reliance Retail Retail Ventures (RRVL).
SEBI vide
its letter dated January 20 has inter alia made the following comment(s)
on the Composite Scheme of Arrangement for Future Consumer and Future
Retail.
"Company shall ensure that the shares of the transferee
entity issued in lieu of the locked-in shares of the transferor entities
is subjected to lock-in for the remaining period post scheme," it said.
"Company shall ensure that proceedings pending before SEBI
against the entities part of the promoter/promoter group or are
directors of the companies involved in the scheme, should be highlighted
in the scheme document filed before National Company Law Tribunal
(NCLT)," SEBI said.
"Company shall ensure that the details of
the complaints made by Amazon.com NV Investment Holdings LLC (Amazon),
the submissions of Future Retail Limited and the counter submissions of
Amazon and all the proceedings pending and completed related to the same
in the Delhi High Court Order in CS(COMM) 493/2020, the Award of
Emergency Arbitrator in the Singapore International Arbitrator Centre or
any other ongoing court/ arbitration proceedings, or any orders issued
therein are bought to the notice of the shareholders of the listed
entities involved in the scheme while taking shareholder approval on the
scheme. Further, the same shall also be brought to the notice of NCLT
while filing the draft scheme for their approval," as per the SEBI
letter.
It added that "company shall ensure that any future
disputes, complaints, regulatory actions or proceedings, or orders
issued therein involving the draft scheme if any, shall be brought to
the notice of shareholders prior to the approval by NCLT".
"Company
shall ensure that as a part of the notice to shareholder seeking their
approval on the scheme, the following fact should be suitably
highlighted: 74.2% of the Business Value of the Future Enterprises
Limited post amalgamation of all the Transferor companies is getting
transferred to Reliance Retail Ventures Limited and Reliance Retail and
Fashion Lifestyle Limited and these two companies would not be seeking
listing post the scheme of arrangement," it said.
"The Company
is advised that the observations of SEBI/Stock Exchanges shall be
incorporated in the petition to be filed before the National Company Law
Tribunal (NCLT) and the Company is obliged to bring the observations to
the notice of NCLT," SEBI said.
"The Company should ensure that
suitable disclosure about the latest financials of the companies
involved in the Scheme being not more than 6 months old is done before
filing the same with the Hon'ble National Company Law Tribunal. In
addition, it will ensure that additional information, if any, submitted
by the Company, after filing the Scheme with the Stock Exchange, and
from the date of receipt of this letter is displayed on the websites of
the listed company and the stock exchanges.
"Company shall duly
comply with various provisions of the Circular. Company is advised that
the observations of SEBI/Stock Exchanges shall be incorporated in the
petition to be filed before National Company Law Tribunal (NCLT) and the
company is obliged to bring the observations to the notice of NCLT,"
the regulator said said.
"It is observed that there are certain
ongoing litigations/arbitration/legal proceedings against the draft
scheme. In view of the same, the company is advised that these comments
of SEBI on the draft scheme of arrangement are subject to the outcome of
any of the ongoing litigations/arbitration/legal proceeding involving
the draft scheme and/or the decision by any competent
authority/competent court in this regard," SEBI said.
On January
11, Amazon had written to SEBI Chairman Ajay Tyagi informing that the
regulator should not give no-objection to the Future Retail transaction
with Reliance as the Singapore International Arbitration Centre (SIAC)
has constituted an arbitral tribunal.
In a letter to Tyagi,
Amazon.com NV Investment Holdings said, "We write to inform you that the
Singapore International Arbitration Centre (SIAC) has constituted the
arbitral tribunal in the Arbitration Proceedings initiated by Amazon
against inter alia FRL, Kishore Biyani and Rakesh Biyani."
"We
wish to highlight that in view of the constitution of the Arbitral
Tribunal, the Interim Award passed by the EA stands automatically
extended for the duration of the Arbitration Proceedings unless it is
reconsidered/modified/vacated by the Arbitral Tribunal," Amazon had
communicated to Tyagi.
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Customs Exchange Rates |
Currency |
Import |
Export |
US Dollar
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66.20
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64.50 |
UK Pound
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87.50
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84.65 |
Euro
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78.25
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75.65 |
Japanese
Yen |
58.85 |
56.85 |
As on 13 Aug, 2022 |
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