Sebi, bourses clear Future-RIL deal with riders

Future Retail's Rs 24,713 crore-deal to sell its retail assets to billionaire Mukesh Ambani-led conglomerate Reliance Industries has got approvals from stock exchanges with certain riders.The indebted group will have to seek shareholders' nod for the deal as well as get an approval from the National Company Law Tribunal (NCLT).

However, BSE and NSE, in their separate observation reports have stated that the comments on the draft scheme of arrangement are "subject to the outcome of any of the ongoing litigations/ arbitration/ legal proceedings involving the draft scheme and/ or the decision by any competent authority/ competent court in this regard".

Markets regulator Sebi has also given a go-ahead to Future Group's scheme of arrangement and sale of assets to Reliance Industries Ltd (RIL). Clearances from the Securities and Exchange Board of India (Sebi) and bourses are mandatory for the deal to be completed.

E-commerce major Amazon has opposed the proposed deal.

"The letters issued by BSE and NSE clearly state that comments of Sebi on the 'draft scheme of arrangement' (proposed transaction) are subject to the outcome of the ongoing arbitration and any other legal proceedings.

"We will continue to pursue our legal remedies to enforce our rights," an Amazon spokesperson said on Wednesday.

Earlier this month, Future Group Founder and CEO Kishore Biyani in an interview to indicated that it would take around 45 to 60 days to complete the deal after getting approval from Sebi.

The stock exchanges -- in their reports dated January 20 -- have advised Future Group to ensure that the details of the complaints made by Amazon.com NV Investment Holdings LLC (Amazon), the submissions of Future Retail Ltd and the counter submissions of Amazon are brought to the notice of the shareholders of the listed entities involved in the scheme while seeking their approval.

"Further the same shall also be brought to the notice of NCLT while filing the draft scheme for their approval," as per the reports.

According to the reports, companies involved in the scheme are advised 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.

The observations of Sebi/ stock exchanges are to be incorporated in the petition to be filed before NCLT, the reports said.

The stock exchanges have also asked Future to ensure shareholders are informed that 74.2 per cent of the business value of the Future Enterprises Ltd, post amalgamation of all the transferor companies, is getting transferred to Reliance Retail Ventures Ltd and Reliance Retail and Fashion Lifestyle Ltd and that these two companies would not be seeking listing post the scheme of arrangement.

Amazon had written several letters to Sebi and other regulatory agencies urging them to suspend their review of the Future-RIL deal and to not grant a no objection certification on grounds that the matter is under arbitration at the Singapore International Arbitration Centre (SIAC) that had given an interim award in its favour.

In October, SIAC had passed an interim award in favour of Amazon with a single-judge bench of V K Rajah barring Future Retail Ltd from taking any step to dispose of or encumber its assets or issue any securities to secure any funding from a restricted party.

Sebi has cleared the Future-RIL deal with some riders. Sebi has asked Future Group to specifically mention the litigation pending before the Delhi High Court and arbitration proceedings by Amazon contesting the deal to the shareholders and NCLT.

The market regulator has also directed Future Group to ensure that suitable disclosure about the latest financials of the companies involved in the scheme being not more than six months old are made before filing the same with NCLT.

In August 2019, Amazon had agreed to purchase 49 per cent of one of Future's unlisted firms -- Future Coupons Ltd -- with the right to buy into the flagship Future Retail after a period of 3 to 10 years.

Future Coupons holds 7.3 per cent equity in the BSE-listed Future Retail, which operates popular supermarket and hypermarket chains like Big Bazaar, through convertible warrants.

Amazon had dragged Future Group to arbitration at SIAC, arguing that Future violated its contract by entering into the deal with rival Reliance.

Later, Future Group approached the Delhi High Court, requesting it to restrain Amazon from writing letters to regulatory authorities about SIAC arbitral order. However, a single-member bench on December 21, rejected Future Group's plea but gave a go-ahead to regulators to decide on the deal.

The Delhi High Court had also made several observations indicating that Amazon's attempt to control Future Retail through a conflation of agreements Amazon has with an unlisted unit of the Indian company would be violative of the Foreign Exchange Management Act and the foreign direct investment rules.

Amazon has now challenged the order before the division bench of the high court.

Moreover, a three-member tribunal comprising Singaporean barrister Michael Hwang, Albert van den Berg and Jan Paulsson has been formed at SIAC to look into the tussle between Amazon and Future Group.