Amid talks with South African telecom giant MTN for a possible deal, Bharti Chairman Sunil Mittal on Tuesday met Prime Minister Manmohan Singh and is understood to have discussed some contentious issue like dual listing and exemption from open offer to be availed by MTN.
Mr. Mittal’s meeting comes on a day when the market regulator SEBI revised the takeover norms that may have ramifications for the proposed deal between the Indian and the South African telecom firms to create a combined USD 23 billion entity.
As per the revised norms, an open offer will be triggered if any entity acquires GDRs/ADRs with voting rights amounting to a 15 per cent stake in any Indian company.
While SEBI Chairman C.B. Bhave declined to comment on Bharti-MTN deal in particular, the revised norms would require MTN to make an open offer if it is issued GDRs with voting rights.
“We can confirm that the structure under discussion with MTN will be fully compliant with the laws in both the countries. All relevant approvals, including exemption from open offer from SEBI (if required), would be sought at an appropriate time,” Bharti Airtel said in a statement here.
Both companies have extended period for exclusive talks till September 30 and according to highly placed sources talks both at the level of companies as well as government are still continuing to hammer out differences.
Bharti spokesperson, however, declined to comment on the impact of SEBI’s revised takeover norms on the proposed deal.
According to South Africa Government officials, they are working closely with India through their respective finance ministries on the proposed deal between Bharti Airtel and MTN, including seeking exemption on a range of exchange controls regulations.
“We have received an application from MTN for an exemption on a range of exchange controls regulations, and due process is being followed. The South African government is working closely with the Indian government through their finance ministries.
“It would be important that such mergers are not only of benefit to the two companies, but to both countries as well”, Thoraya Pandy, spokesperson of National Treasury, South African Government, had told PTI in an e-mail query.
A group of officials from the National Treasury and the South African Reserve Bank (SARB) will be visiting India to meet with officials from the Indian Ministry of Finance, regulatory authorities and officials of the central bank to discuss regulatory matters related to the deal.
Earlier in July this year, SEBI had said that South African firm MTN need not make an open offer to Bharti Airtel shareholders in India as its shareholding in the Sunil Mittal promoted firm would be through GDRs.
SEBI had said that an open offer would only trigger once the GDRs, issued to MTN and its shareholders by Bharti Airtel, are converted into local shares with voting rights.
Under the announced scheme of arrangement, Bharti Airtel is to acquire 49 per cent economic interest in MTN. In return, MTN will acquire 25 per cent economic interest in Bharti Airtel for USD 2.9 billion and MTN shareholders will acquire another 11 per cent.
The 15-year-old MTN is South Africa’s largest telecom company with over 103 million subscribers in 21 countries. The shareholding of the company is widely held, with the Mikati family of Lebanon controlling over 10.18 per cent, employee-controlled NewShelf 664 with 14.87 per cent and the government-controlled Public Investment Corporation holding around 21 per cent.