Amazon was aware of talks with RIL for sale of retail assets: Biyani

Future Group Founder and CEO Kishore Biyani on Tuesday said Amazon was fully aware of his group's talks with Reliance Industries for the sale of retail assets that followed the US giant offering no concrete help to tide over the cash crisis.

Opening up after being locked in an intense legal battle with Amazon over the Rs 24,713 crore deal with Reliance, Biyani in an interview with PTI said the US giant's 2019 investment in Future Coupons Pvt Ltd (FCPL) -- Future Retail's parent -- was for coupon and gifting business only and the same could continue post-retail assets going to Reliance.

He hoped to complete the deal with Reliance within two months of Sebi approval.

While the arbitration would commence later in January over the plea filed by Amazon contesting the deal with Reliance Industries Ltd (RIL), Biyani said both the deal and arbitration process would continue in "parallel" as the deal with billionaire Mukesh Ambani-led group is not related with the e-commerce major's stake in one of the group firms, Future Coupons.

Biyani said Future Group had approached them several times after its retail business was massively hit after the lockdown and its debt level zoomed.

"The day COVID and lockdown started, since then we were in continuous engagement with Amazon. That's not the case that they (Amazon) were not aware of. We had written to them somewhere in March also about the price deterioration and invocation of shares," Biyani told PTI.

There was a clause through which Amazon could replace lenders with some others which can help them (Future) to retain the ownership of the shares if it falls, he added.

"COVID had happened and things did not materialise then. After that, we were in discussion with them (Amazon) through the whole transaction. Even when Reliance was part of the negotiation, they were always aware of that," he added.

Asked as to how many times Future Group approached Amazon, he said, "we were in continuous dialogue. We had approached them multiple times. We had calls and meetings".

Biyani said Amazon was also apprised when there were exclusive talks with RIL.

"After the matter has become legal (sub-judice), we have not spoken,"he said.

While noting that Amazon's response was always "let's find a solution", Biyani said they never got any solution from Amazon except "lots of paper works".

"To be honest, we never got a concrete solution," Biyani said, adding, "we approached RIL only after things were not moving. You cannot work with one option at a time".

However, Amazon has contended this version.

"It is incorrect to say that Amazon did not offer help to Future Retail Limited as there were ongoing discussions on multiple options with partners on the one hand and with the promoters of Future on the other, including a signed Term Sheet," an Amazon spokesperson said.

Amazon had dragged Future Group to arbitration at Singapore International Arbitration Centre (SIAC), which on October 25 passed an interim award in favour of the e-commerce giant.

Future Retail has questioned the move and said the order was "not binding" and had even approached Delhi High Court, which last month upheld Amazon's right to make representations to statutory authorities against the Future Group-Reliance Retail deal. The court also gave a go-ahead to the regulatory authorities to decide about the deal in accordance with the rules and regulations.

Future Group has approached Sebi to expedite the review of the proposed deal and issue a no-objection certificate while Amazon has urged that the review of the "impugned transaction" be suspended.

"We are responding to what they (Amazon) are writing. We are not the first writers," Biyani said when asked about the ongoing war of letters between Amazon and Future.

"We had applied for CCI permission, which we have got. We have applied to BSE and NSE, which is linked to Sebi's approval," he said.

Biyani does not expect any hurdle after the order of the Delhi High Court which has directed the regulators to take an independent call on the issue.

"I do not see (it taking) much time. Once we get Sebi approval, then we have to go NCLT for creditors, lenders and shareholders' approval," he said adding that after Sebi approval, it would take 45 to 60 days.

The process of appointing an arbitrator at SIAC has not been done yet and Biyani said the deal with RIL has nothing to do with Amazon.

He hinted that the arbitration and the process of completion of the Rs 24,713 crore-deal with Reliance Retail Ventures Ltd (RRVL), subsidiary of RIL would continue in parallel.

"It is a dispute between the promoters and Amazon in a way because they are part of a company (Future Coupons), which we built for gifting and loyalty business. That company has invested in FRL and they are not directly the owners of FRL," he said.

Biyani also emphasised that the partnership with Amazon was for coupon and gifting business only and to work with Future brands and portfolios and to sell it on Amazon. "That continues today also," he added.

On being asked as what would be left for Future Coupon to do after the assets of the group are transferred to RIL, Biyani said, "it can still continue to hold the shares of the resultant entity. It will continue to do the gifting business".

Biyani also hinted that post completion of the deal, an exit route may be offered to Amazon.

"The best solution is conciliation on every issue," he said, adding, "we would love to find a solution".

In 2019, Amazon agreed to purchase 49 per cent stake in Future Coupons with the right to buy into flagship Future Retail after three to ten years. Future Coupons holds 7.3 per cent equity through convertible warrants in Future Retail, that operates popular supermarket and hypermarket chains such as Big Bazaar.