In a rebuttal to Invesco’s open letter dated October 11 to ZEE’s shareholders, ZEE stated that a few of the feedback in the open letter have been “unjustified and incorrect”.
ZEE stated that the points that Invesco might have had with the Sony deal are unfounded because it is not going to be dilutive to any of the shareholders of the firm.
Invesco had raised considerations on the 2% extra shares from Sony promoters to the Goenka household as a part of a non-compete payment. ZEE stated that as SPN will turn out to be the majority shareholder, they’ve agreed to switch 2.11% shared from their kitty to the erstwhile promoters of ZEE to not have interaction in any competing enterprise with the merged firm. “We would really like to spotlight right here that this shall be a secondary switch from the promoters of Sony (not a major issuance) and, accordingly, is not going to be dilutive to any of the shareholders of the firm as it’s a non-public association between two shareholders,” ZEE knowledgeable the bourses.
The firm additionally stated that it disclosed this association to all the shareholders to be absolutely clear and can search their approval at the acceptable stage as is remitted by the present relevant legal guidelines.
Further, it identified that the very deal which Invesco had introduced, the promoter group was being supplied 3.99% shareholding of the merged entity i.e. no dilution in the present stake of the promoter group of the firm, and Goenka was additional supplied ESOPs —with no vesting circumstances — representing approx. 4% of the merged entity.
“As such, we imagine that Invesco’s stance of their open letter that they’ll ‘firmly oppose’ any strategic deal construction that ‘unfairly rewards’ choose shareholders, reminiscent of the promoter household, at the expense of extraordinary shareholders, runs opposite to the very deal Invesco was itself proposing just a few months in the past,” ZEE stated.
The firm additionally stated that Invesco’s lack of transparency can be borne out from the indisputable fact that, till ZEE disclosed about the proposed deal introduced by Invesco, the largest shareholder didn’t disclose the indisputable fact that they have been negotiating a deal on behalf of the firm with none authority, even whereas criticising the Sony deal by the use of the open letter.
ZEE additional stated that Invesco and all the different shareholders have been effectively conscious of all of the issues dealt with in the SEBI advisory matter and that Invesco has been working alongside the firm is taking and recommending corrective measures all alongside.
The firm additional identified that regardless of being absolutely conscious of all issues, Invesco selected to vote in favour of the re-appointment of Goenka as the MD and CEO, as not too long ago as September 2020 and had additionally insisted on him being the MD and CEO of the merged entity, in the deal being proposed by Invesco a couple of months in the past.
“All these details and Invesco’s silence as regards these points in its requisition discover provides us cause to imagine that Invesco’s latest actions are inconsistent with their previous behaviour, and have been undertaken as an afterthought after numerous buyers and analysts have sought to perceive the rationale behind Invesco’s actions of those previous few weeks,” ZEE stated.