SEBI nod to Future Group-Reliance Retail deal

While giving the approval, the SEBI listed a number of conditions in accordance with the Composite Scheme of Arrangement.

Mumbai: The Securities and Exchange Board of India (SEBI) has approved the Rs 24,713 crore deal between Kishore Biyani-led Future Group and Reliance Retail.

In August 2020, Reliance Retail Ventures Limited (RRVL), a subsidiary of Reliance Industries Limited, announced that it is acquiring the retail and wholesale business and the logistics and warehousing business from the Future Group as going concerns on a slump sale basis for lumpsum aggregate consideration of Rs 24,713 crore, subject to adjustments as set out in the composite scheme of arrangement.

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While giving the approval, the SEBI listed a number of conditions in accordance with the Composite Scheme of Arrangement.

“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,” read the letter of approval by SEBI dated January 20.

“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),” it said.

The regulatory body also referred to the “complaints” by Amazon regarding the deal.

“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,” the letter said.

Amazon had filed a petition before the Delhi High Court, seeking a stay on the Future-Reliance deal.

However, the Delhi High Court, on December 21, 2020, held that the statutory authorities or regulators will decide on the approval of the Future-Reliance deal as per the law and declined a plea of Future Retail Ltd to restrain Amazon from interfering in its deal with Reliance Retail on the basis of an interim order of Singapore International Arbitration Centre.