Sebi Order Clears Way For Proposed Brookfield Deal: Leela Promoters.
Promoters of Hotel Leelaventure reported that Sebi has, by way of an order, cleared its
proposed transaction with Brookfield stating that it was not a ‘related party transaction’
because the latter is simultaneously entering into a parallel contract with the promoters for
transfer of the brand. However, it was stated by the promoters that they were disappointed
about the fact that they would now have to go back to shareholders for another round of
approval, as it will take more time.
Vivek Nair, CMD of Hotel Leelaventure, said, “We are happy that the order makes it clear
that we can proceed with the transaction.” According to the Sebi order, the proposed asset
sale transaction/additional IP transaction between Brookfield and Leelaventure fails to
qualify as a related party transaction, except for the ‘limb of the transaction’ provided by
Leelaventure, along with its promoters/affiliates, with regard to the transfer of the Jamavar
trademark to Brookfield.
On 23rd July,2019 Sebi asked Hotel Leelaventure to put the asset sale transaction to a fresh before
the shareholders, in addition to providing additional disclosures in its postal ballot notice such
as details of valuation and additional intellectual property transaction, including the methods
adopted by the company.
The transaction had been challenged in the National Company Law Tribunal (NCLT) by
Tobacco-to-hotels conglomerate , claiming mismanagement and oppression of minority
shareholders. They had also complained to Sebi about the same.
Subsequent to the Sebi order, Leelaventure requested for more time from the NCLT in order
to complete the sale of four hotels to Brookfield Asset Management. On Thursday, Ashish
Pyasi of Dhir and Dhir Associates, appearing for Leelaventure, sought eight weeks’ time
from the tribunal because of the reason that the process of giving notice to shareholders and
conducting a postal ballot was lengthy.
According to the Sebi order, promoters and the promoter group of Hotel Leelaventure are
allowed to participate in the voting process. “Ultimately, the proceeds from the asset sale will
go to JM Financial ARC and other lenders, and hence, they should not have any objection
when we are seeking time,” Pyasi argued.