Law ministry to vet Hutch reply again

FIPB meeting scheduled for April 23

Vodafone's proposal to acquire Hutch Essar will have to await the law ministry's views on the latest clarifications from Hutchison Telecom International (HTIL) on April 9.

The Foreign Investment Promotion Board (FIPB), which has once again forwarded HTIL's voluminous disclosures to the Law ministry, is now expected to meet on April 23.

Government officials hope that the ministry to submit its opinion on the various documents submitted by HTIL by then.

The latest disclosures include the crucial loan agreements of Asim Ghosh and Analjit Singh, with the likes of Rabo India Finance and DSP Merrill Lynch, and the guarantees executed with agencies such as IDFC Bank.

HTIL made a detailed submission to FIPB on April 9, which is accompanied by 33 different sets of documents running well into 2000 pages, according to sources.

FIPB had asked Hutch for exhaustive details at its last meeting on March 29.

In that meeting, the Hong Kong-based company, which has entered into a sale agreement with Vodafone for a cash consideration of $11.1 billion for 67 per cent interest, had provided details regarding the sale of its indirect equity to the global mobile phone giant.

Among the key disclosures, HTIL has sought to explain that the equivalent fair market value for Asim Ghosh and Analjit Singh's 12.26 per cent share holding stands at $164.51 million and $266.25 million, respectively.

Vodafone, HTIL and these two shareholders have concluded this exercise after protracted negotiations which saw them assume the future equity valuation of Hutch-Essar at $25 billion.

HTIL has argued that this arrangement implies that the put and call options on this shareholding offered not just downside protection but also allows them to participate in any upside economic exposure to the capital appreciation of Hutch-Essar and to enjoy the economic benefits associated with these stakes.

This explanation seeks to answer the government's query with regard to the rationale for the options and HTIL's subscription options which are exercisable at par value and would have resulted in dilution of Ghosh and Singh's interest to 2.5 per cent and 3 per cent of their original investments.

Significantly, on the question of the mismatch between the subscription option period and the loan period, HTIL and none of Ghosh's and Singh's companies are expected to receive any cash flow from Hutch-Essar before 2013.

It is on this basis that these companies expect to refinance the loan at maturity and to continue to do so until there is enough cash flow to pay off the debt of $630 million, which Vodafone is assuming as part of the total debt of $1.96 billion.

In response to another question by the government on the transfer restrictions on Ghosh and Singh's shareholding, HTIL has also said that while they have the right to sell their shareholding, both had given the company an undertaking that they will not sell without the consent of the HTIL group.