Reliance Retail Ventures Limited (RRVL), subsidiary of Reliance Industries Limited, today announced that it is acquiring the Retail & Wholesale Business and the Logistics & Warehousing Business from the Future Group as going concerns on a slump sale basis for lumpsum aggregate consideration of Rs 24,713 crore, subject to adjustments as set out in the composite scheme of arrangement (Scheme).
The above acquisition is being done as part of the Scheme in which Future Group is merging certain companies carrying on the aforesaid businesses into Future Enterprises Limited (FEL).
As a part of the same Scheme:
(i) the Retail & Wholesale Undertaking is being transferred to Reliance Retail and Fashion Lifestyle Limited (RRFLL), a wholly-owned subsidiary of RRVL;
(ii) the Logistics & Warehousing Undertaking is being transferred to RRVL; and
(iii) RRFLL also proposes to invest:
(a) Rs 1,200 crore in the preferential issue of equity shares of FEL to acquire 6.09 % of post-merger equity; and
(b) Rs 400 crore in a preferential issue of equity warrants which, upon conversion and payment of balance 75% of the issue price, will result in RRFLL acquiring further 7.05% of FEL.
As a part of the same scheme, the Retail and Wholesale Undertaking is being transferred to Reliance Retail and Fashion Lifestyle Limited (RRFLL), a wholly-owned subsidiary of RRVL; the Logistics & Warehousing Undertaking is being transferred to RRVL, and RRFLL also proposes to invest Rs 200 crore in the preferential issue of equity shares of FEL to acquire 6.09 percent of post-merger equity; and Rs 400 crore in a preferential issue of equity warrants which, upon conversion and payment of balance 75 per cent of the issue price, will result in RRFLL acquiring further 7.05 per cent of FEL.
Isha Ambani, Director, Reliance Retail Ventures said, “With this transaction, we are pleased to provide a home to the renowned formats and brands of Future Group as well as preserve its business ecosystem, which have played an important role in the evolution of modern retail in India. We hope to continue the growth momentum of the retail industry with our unique model of active collaboration with small merchants and kiranas as well as large consumer brands. We are committed to continue providing value to our consumers across the country.”
This acquisition is subject to SEBI, CCI, NCLT, shareholders, creditors, and other requisite approvals.
In a statement, Kishore Biyani, Group CEO, Future Group said: “As a result of this reorganisation and transaction, Future Group will achieve a holistic solution to the challenges that have been caused by Covid and the macroeconomic environment. This transaction takes into account the interest of all its stakeholders including lenders, shareholders, creditors, suppliers and employees giving continuity to all its businesses.”
JM Financial Securities advised Future Group promoters on the transaction.
“The acquisition of the retail, wholesale, and supply chain business of the Future Group complements and makes a strong strategic fit into Reliance’s retail business. This will help Reliance retail to accelerate providing support to millions of small merchants in increasing their competitiveness and enhance their income during these challenging times,” Reliance Retail said in a statement.
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