Battle for stake in Mumbai Airport: HC refuses interim relief to Adani

Adani Group had approached the high court in September seeking execution of its agreement with Bid Services Division Mauritius ('Bidvest'), for sale of Bidvest's 13.5% stake in the airport to Adani

The Bombay High Court on Wednesday refused interim relief to Adani Group, which had sought an injunction against sale of stake of South African firm Bidvest in the Mumbai airport to GVK Group or any other third party.

Adani Group had approached the high court in September seeking execution of its agreement with Bid Services Division Mauritius ('Bidvest'), for sale of Bidvest's 13.5 per cent stake in the airport to Adani.

GVK is the majority stakeholder in the Mumbai International Airport Ltd (MIAL), while Adani Group is seeking to buy Bidvest's minority stake.

As per an agreement between Adani and Bidvest for stake sale, the last date for making necessary payments and transfer of shares was September 30, which was later extended, by consent, to November 7.

On September 15 this year, an arbitration tribunal, which was hearing the dispute between GVK and Bidvest over the same issue, gave the GVK group time till October 31 to deposit the purchase price if it wanted to exercise the 'right of first refusal'.

The tribunal said if GVK failed to deposit the amount, Bidvest would be free to sell its shares to any third party.

Adani Group counsel Darius Khambata on Tuesday argued that GVK had failed to comply with the tribunal's order, and Bidvest was now free to sell its stake to any third party.

"We want an interim relief restraining Bidvest from selling its shares to any other party (except Adani)," Khambata said.

However, in his order on Wednesday, Justice A K Menon rejected Adani Group's plea. The detailed order was not available immediately.

Adani Group also said it was willing to deposit the entire share sale amount of Rs 1,248 crore to prove its bonafides.

"We are willing to deposit the amount provided Bidvest agrees to extend the November 7 date to February 7, 2020," Khambata said.

Bidvest counsel Janak Dwarkadas, however, contended the company was not in the position to extend the November 7 date.

In March this year, Bidvest entered into an agreement with Adani Group to sell Bidvest's entire stake in the airport for Rs 1,248 crore or at Rs 77 a share

Adani, in a suit filed in the Bombay High Court on September 4, claimed that its share purchase agreement dated March 5 this year is subsisting and binding.

It sought a direction to the South African company and other shareholders in MIAL to do everything necessary to give effect to the agreement.

In April, Bidvest had given a notice to GVK and ACSA Global, other shareholders in MIAL, which had the right of first refusal, intimating them about proposed sale to Adani.

GVK exercised its right of first refusal. However, the suit claimed, it failed to purchase the stake within the prescribed time period.

GVK, instead, moved the Delhi High Court seeking an injunction against Bidvest from offering or selling its shares to anybody other than GVK, the suit said.

The Delhi High Court on July 2 dismissed GVK's petition, noting that the company had not shown its willingness to complete the purchase deal. But a division bench later sent the dispute for international arbitration, and then GVK sought time till September 30 to close the deal, which Bidvest declined, it said.

Apart from Bidvest, other shareholders of MIAL are ACSA Global (Airports Company of South Africa), which owns 10 per cent, Airports Authority of India (26 per cent) and GVK Airport Holdings, which holds 50.5 per cent stake.