India’s Bharti Airtel, whose planned tie-up with South Africa’s MTN faces scrutiny from regulators and politicians, said the deal would comply with the laws in both countries and any required waivers would be sought when appropriate.
Bharti Airtel’s statement came shortly after the Indian market regulator amended the takeover regulations by bringing depositary receipt holders with voting rights on par with shareholders.
The new rules do not apply retroactively, but would appear to make a deal like the Bharti-MTN tie-up harder to complete in the future under its present structure.
Bharti and MTN have been engaged since May in exclusive talks for a cash-and-stake-swapping deal valued at about $24 billion. Talks have been extended twice and the present deadline runs until Sept 30.
A source with direct knowledge of the deal told Reuters the companies have more or less agreed on deal terms terms and ironed out the concerns of minority shareholders in MTN, but regulatory hurdles remain, including South Africa’s wish that a combined company have a dual listing structure.
South Africa is eager to retain MTN’s national character and has approached Indian authorities to consider a dual-listed structure, which is not allowed under existing Indian laws.
The deal is shrouded in uncertainty as the Sept. 30 deadline approaches.
“I don’t know what it means,” said a Cape Town-based fund manager with shares in MTN, who didn’t want to be identified.
“This is the frustration with this deal, that you don’t have any insight at all on what is the new structure of the deal. We as investors are just responding to press statements and headlines,” the fund manager said.
The Indian regulator said on Tuesday it had not received any application for a dual listing.
Analysts have said that for a dual listing, India would need to amend rules and allow full capital account convertibility.
South Africa’s Treasury and banking officials are meeting government officials in India this week to discuss foreign exchange control implications.
Bankers also expect Indian Prime Minister Manmohan Singh and South African President Jacob Zuma to discuss the deal during the G20 meeting scheduled for Thursday and Friday in Pittsburgh.
Under the amendment announced by the Indian market regulator on Tuesday, depositary receipt holders with voting rights would need to make an open offer once their holding crosses 15 percent in an Indian firm.
Earlier, the Securities and Exchange Board of India (SEBI), had told Bharti Airtel that an open offer would be triggered only on conversion of depositary receipts into shares with voting rights.
“We can confirm that the structure, under discussion with MTN, will be fully compliant with the laws in both countries,” Bharti Airtel said in a statement after the SEBI announcement.
“All relevant approvals, including exemption from open offer from SEBI (if required), would be sought at the appropriate time.”
It was not immediately clear if Bharti’s statement was in response to the amendments announced by the regulator.
An MTN spokeswoman declined comment.