Debt-ridden firm Reliance Capital on Monday objected to the proposed 33.12 per cent stake sale of Prime Focus Ltd (PFL) by Credit Suisse to PFL’s promoter group at Rs 44.15 per share.
Anil Ambani’s Reliance Group company Reliance Capital in a statement termed the proposed transaction as a blatant abuse of the purported rights by Credit Suisse under certain lending agreements with the RCAP Group.
However, Reliance Capital did not share the details of the “blatant abuse of the purported rights”.
Reliance Mediaworks Financial Services Private Limited, an RCAP Group company, is one of the investors in PFL — promoted by Naresh Malhotra and Namit Malhotra. Reliance Mediaworks holds 10.57 per cent stake in the PFL.
In a separate filing, Reliance Mediaworks Financial Services said that the company has requested Sebi to order a thorough investigation in this matter and immediately prevent or restrain Credit Suisse from selling the Prime Focus shares.
The sale of equity shares of PFL below the intrinsic value would be illegal, in breach of fiduciary duties, and will be substantially prejudicial to the stakeholders of the company, including its 8 lakh shareholders and lenders like LIC, GIC, New India Assurance, EPFO, Army Group Insurance Fund, MSEB Provident Fund, it added.
It further alleged that open offer announced by promoters of PFL pursuant to the transaction with Credit Suisse is in violation of Sebi Takeover Regulations and other provisions of law and “open offer by Prime Focus Promoters is a ploy to enrich themselves – an Open Loot at the cost of public shareholders”.
The company also requested Sebi to direct Credit Suisse to make an open offer to public shareholders of Prime Focus at a fair valuation of shares and to restrain promoters of PFL from proceeding with the purchase transaction and the open offer till Credit Suisse completes the first open offer, it said.
Reliance Capital alleged in the statement that the proposed sale is being attempted privately and clandestinely between 2 foreign entities, without any open, fair and transparent process being conducted to realise the true value of the shares and disregarding basic norms of conflict of interest.
The proposed sale price is at a substantial altogether unwarranted discount to the intrinsic value of Prime Focus Ltd’s shares.
“The proposed transaction violates several laws, rules and regulations, including inter alia SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, Black Money (Undisclosed Foreign Income and Assets) and Imposition of Tax Act, 2015, Foreign Exchange Management Act, 1999, and the extant RBI guidelines,” it said.
As legally advised, RCAP Group will seek all appropriate judicial and regulatory intervention to protect the interests of lenders and shareholders of PFL and Reliance Capital Ltd, it added.
Reliance Capital Group’s total outstanding debt is around Rs 20,000 crore.