Amazon asks Sebi to withdraw approval for $3.4 billion Future-RIL deal

Amazon asks Sebi to withdraw approval for $3.4 billion Future-RIL deal

US e-commerce giant Amazon has written to markets regulator Securities and Exchange Board of India (SEBI) chairman Ajay Tyagi and other top officials to withdraw their conditional approval given to Future Retail Ltd (FRL) for the $3.4 billion merger. Is. Deal between Future Group and Reliance The letter has also been sent to other top executives of stock exchanges like BSE Limited and National Stock Exchange of India Limited (NSE).

In August 2019, Amazon acquired 49 per cent stake in Future Coupons, the promoter arm of Future Retail, for approximately Rs 1,500 crore. Amazon is now fighting a legal battle with FRL to block the Kishore Biyani-led retailer’s $3.4 billion deal with Reliance Industries Ltd (RIL).

Amazon requests SEBI and stock exchanges to act in aid of binding injunctions acting against FRL, FCPL (Future Coupons Pvt Ltd) and Biyani in respect of EA Orders and Order on Wait applications and withdraw the observation letters immediately Is.

“We refer to our earlier correspondence including the letter dated October 30, 2021. We would like to reiterate that the EA order was passed by the emergency arbitrator barring FRL, FCPL and Biyani from taking any steps with respect to or with respect to the affected transactions,” Amazon’s letter read. Said and seen Business Standard on Nov.

Future Group and Amazon did not respond to queries related to the issue.

In the letter, Amazon said it reiterates that FRL obtained observation letters from SEBI and Indian stock exchanges in violation of the binding instructions contained in the EA order. Consequently, it held that the observation letters are in contravention of the EA order, have no legal basis and constitute a void.

“We would like to reiterate the subsequent developments with respect to the EA order which confirms the position that the observation papers were obtained in contravention of the binding injunctions acting against FRL, FCPL and Biyani, and thus null and void. are,” the letter said.

Also read: Future Retail guilty of financial irregularities, says Amazon

On October 25, 2020, an emergency arbitrator constituted under the Singapore International Arbitration Centre, 2016 rules passed an EA order containing directions against FRL, FCPL and Biyani. This includes barring the Respondents from taking any steps to pursue or aid the Board’s resolution made on 29 August 2020 by the Board of Directors of FRL in respect of the disputed transaction. It said that without prejudice to the rights of any of the existing promoter lenders, the Respondents are hereby restrained from taking any step to transfer/dispose/detach/encumber the retail properties of FRL, directly or indirectly.

Despite the binding instructions contained in the EA order, Amazon stated that the FRL continues to approve the disputed transaction by declaring the EA order “void.”

“FRL issued various communications in this regard to SEBI and the Indian Stock Exchanges, which were issued in direct contravention of the EA order, in an open attempt to overturn the rule of law. Due to such objectionable conduct, FRL misguided SEBI and the Indian stock exchanges, and precipitated observation papers,” the letter alleged.

Aggrieved by the violation of the EA order, Amazon said it was constrained to initiate enforcement proceedings before the Hon’ble Delhi High Court to enforce the EA order. On March 18, 2021, the Hon’ble Delhi High Court passed the enforcement decision.

FRL, FCPL and Biyani challenged the enforcement decision on the ground that the EA order, being “vacuum”, could not be enforced. On August 6, 2021, the Hon’ble Supreme Court upheld the validity and enforceability of the EA order.

“The Supreme Court’s decision is the law of the land under Article 141 of the Constitution of India and must be followed,” the letter said.

ALSO READ: Amazon’s letter is nothing but a thought, says Future Group

Amazon alleged that although the FRL had termed the EA order “vacuum” and continued to act in violation of the directions contained therein, it approached an arbitral tribunal to vacate the EA order. The FRL filed an application in this regard on March 11, 2021 (“Vacant Application”), along with an application challenging the jurisdiction of the Arbitral Tribunal (“Jurisdictional Objections”).

On September 9, 2021, the Hon’ble Supreme Court stayed the enforcement proceedings initiated by Amazon before the Hon’ble Delhi High Court in anticipation of orders to be passed by the Arbitral Tribunal on the vacant application of FRL. The Hon’ble Supreme Court did not stay the enforcement decision or any direction contained in the EA order.

On 20 October 2021, the Arbitral Tribunal passed a partial award on jurisdiction, overcoming the objections of the jurisdiction of the FRL. The settlement directions contained in the Partial Award on Jurisdiction include that FRL has jurisdiction in this arbitration, in view of its determination that each party is bound by the FCPL SHA (Future Coupons Pvt Ltd) arbitration agreement, which includes FRL. non-signatory status.

Amazon’s letter said that on October 21, 2021, the arbitral tribunal passed the order on the wake-up application, dismissing the FRL’s blank application and reaffirming the directions contained in the EA order. On October 29, 2021, the Hon’ble Delhi High Court dismissed the application of FRL seeking an interim stay on the order on the vacant application.

“The directions contained in the EA order have thus been bound and operative against the FRL since October 25, 2020 and have now been reaffirmed by the Arbitral Tribunal,” the letter said. “The approval of FRL for transactions applicable before SEBI and Indian stock exchanges was in clear violation of the directions in the EA order. The observation letters were thus obtained illegally and are a void in the eyes of law.”

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