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."