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Tag: Invesco

  • Invesco to sell up to 7.8 per cent stake in Zeel

    Invesco to sell up to 7.8 per cent stake in Zeel

    Mumbai: After extending support to the Zee-Sony merger, Zee Entertainment Enterprises Ltd’s (Zeel) single-largest shareholder Invesco on Wednesday said that it will divest up to 7.8 per cent stake worth Rs 2,200 crore in the media conglomerate via a block deal on 7 April.

    The investment firm said three funds managed by its developing markets investment team, including Invesco, will sell up to 7.8 per cent of the share capital of Zeel to align exposures to the firm with other funds managed by the team.

    Invesco further said after the proposed sale, the three funds managed by its developing markets investment team will continue to own in aggregate at least 11 per cent of Zeel.

    “It underscores the investment team’s belief that the Sony deal in its current form has great potential for Zeel shareholders. The three funds are launching a bookbuild transaction on Wednesday to sell the shares,” Invesco said in a statement.

    “The purpose of this transaction is to align these funds’ exposures to Zee with other funds managed by the investment team and to achieve an aggregate ownership position in the company that is more in line with the investment team’s portfolio construction approach,” it added.

    Last month, Invesco extended support to the Zee-Sony merger deal and decided not to pursue the call for an EGM of Zeel to remove MD and CEO Punit Goenka and two independent directors.The company however maintained that if the deal is not completed as currently proposed, Invesco retains the right to requisition a fresh EGM.

    In December 2021, Sony Pictures Networks India (SPNI) and Zeel signed definitive agreement for merger of Zeel into SPNI following the conclusion of an exclusive negotiation period during which both parties conducted mutual due diligence.

    At that time Invesco along with OFI Global China Fund LLC, which together hold about 17.9 per cent stake in Zeel, had opposed the deal.

    When the merger deal was announced in September 2021, the two networks had stated that Sony would invest $1.575 billion and hold 52.93 per cent stake in the merged entity and Zee the remaining 47.07 per cent.

    Under the terms of the definitive agreements, SPNI will have a cash balance of $1.5 billion at closing, including through infusion by the current shareholders of SPNI and the promoter founders of Zeel.

    Zee chief executive Punit Goenka will lead the combined company as its MD and CEO.

    The merged entity will become India’s second-largest entertainment network by revenue with 75 TV channels along with two video streaming services — Zee5 and SonyLIV. It will also house two film studios — Zee Studios and Sony Pictures Films India and a digital content studio (Studio NXT).

    When it is completed Sony Pictures Entertainment Inc will indirectly hold a majority 50.86 per cent of the combined company and the promoters (founders) of Zeel will hold 3.99 per cent, while the other Ze shareholders will hold a 45.15 per cent stake.

    In July 2019, Subhash Chandra-led Essel Group had roped in existing investor Invesco Oppenheimer to raise its stake in flagship Zee Entertainment Enterprises by another 11 per cent for Rs 4,224 crore.

     

  • Zee share price rises 20% after Invesco gives up corporate action

    Zee share price rises 20% after Invesco gives up corporate action

    Mumbai: Zee Entertainment Enterprises Ltd (Zeel) witnessed the share price gain by 20 per cent on Thursday, after its largest shareholder Invesco Developing Markets Fund decided not to pursue corporate action against the company.

    The tussle between the company and its shareholder came to a climax on Tuesday after the Bombay high court upheld Invesco’s requisition for an extraordinary general meeting of Zee’s board as legally valid. Soon after, Invesco declared that it would cease to pursue the EGM and that the HC ruling was an important reaffirmation of “shareholder rights.”

    Zeel’s management and Invesco have been engaged in a legal battle for control of the company’s board since October 2021. However, Invesco has reversed gears amidst the ongoing Zeel-Sony merger transaction that is taking place. When completed, this will be the biggest M&E acquisition in the country.

    Zeel and Sony Pictures Networks India had signed definitive agreements to merge in December. Once the merger is completed, Sony Pictures Entertainment, the parent of SPN India, will indirectly hold a majority 50.86 per cent of the combined entity and the promoters of Zeel will hold 3.99 per cent. Other shareholders will hold a 45.15 per cent stake. Zeel MD and CEO Punit Goenka will take on the role of MD and CEO of the combined entity for the next five years.

    “Since we announced our intention to requisition an EGM and add six independent directors to Zee’s Board of Directors, Zee has entered into a merger agreement with Sony,” said Invesco, commenting on the deal. “We continue to believe this deal in its current form has great potential for Zee shareholders. We also recognise that, following the merger’s consummation, the board of the newly combined company will be substantially reconstituted, which will achieve our objective of strengthening board oversight of the company.”

    The Zeel-Invesco dispute began when the media company’s top two investors Invesco Developing Markets Fund and OFI Global China Fund LLC, with a combined stake of ~18 per cent stake in the Zeel, sent a requisition notice to the board on 11 September 2021, calling for an EGM.

    The investors sought the removal of long-standing directors and close associates of the promoters from the board following which two independent directors Ashok Kurien and Manish Chokhani submitted their resignations. Invesco also sought the removal of Punit Goenka.

  • Zeel-Invesco: ‘We have decided not to pursue EGM,’ says Invesco

    Zeel-Invesco: ‘We have decided not to pursue EGM,’ says Invesco

    Mumbai: Invesco Developing Markets Fund on Thursday stated that it has decided not to pursue the extraordinary general meeting (EGM) of Zee Entertainment Enterprises Ltd (Zeel) shareholders as per their requisition dated 11 September 2021.

    The statement was released following the Bombay high court verdict that acknowledged Invesco’s requisition notice for an EGM as legally valid. Invesco and Zeel have been embroiled in a legal battle for control of the boardroom since October.

    Also Read | Bombay HC allows Invesco plea against order on EGM to remove Zee’s Punit Goenka

    In its statement, Invesco said, “We are pleased with the Bombay high court’s ruling, which we view as an important reaffirmation of shareholder rights in India and the mechanisms under Indian law to hold Boards accountable to their shareholders. The ruling is a boon for corporate governance in India and a win for shareholder democracy.”

    “Since we announced our intention to requisition an EGM and add six independent directors to Zee’s board of directors, Zee has entered into a merger agreement with Sony. We continue to believe this deal in its current form has great potential for Zee shareholders. We also recognise that, following the merger’s consummation, the board of the newly combined company will be substantially reconstituted, which will achieve our objective of strengthening board oversight of the company,” it added.

    “Invesco will continue to monitor the proposed merger’s progress. If the merger is not completed as currently proposed, Invesco retains the right to requisition a fresh EGM,” it concluded.

    The Zeel-Invesco boardroom battle began when the media company’s top two investors Invesco Developing Markets Fund and OFI Global China Fund LLC, with a combined stake of ~18 per cent stake in the Zeel, sent a requisition notice to the board on 11 September 2021, calling for an EGM.

    The investors sought the removal of long-standing directors and close associates of the Chandra family from the board following which two independent directors Ashok Kurien and Manish Chokhani submitted their resignations. Invesco also sought the removal of Zeel MD and CEO Punit Goenka.

    Zeel refused to conduct the EGM citing ‘shareholders interest’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.”

  • Zeel-Invesco case: Bombay HC to continue hearing on 30 Nov

    Zeel-Invesco case: Bombay HC to continue hearing on 30 Nov

    Mumbai: At the Zeel-Invesco hearing held on Monday, the division bench of the Bombay high court decided to continue the hearing on 30 November. On 29 October, the court had granted a temporary injunction against the requisition notice by Invesco.

    Counsel appearing on behalf of Invesco stated that the court’s judgement to give injunction against requisition will have a far-reaching impact. He said “Court cannot injunct a meeting as it is the statutory right of shareholder with one-tenth share capital,” according to a Moneycontrol report.

    The Zeel-Invesco tussle began when the media company’s two top investors Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own ~18 per cent stake in the company had sent a requisition notice to the company on 11 September to call for an extraordinary general meeting of shareholders.

    The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations.  

    The investors moved to have six nominees appointed to the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepali, and Gaurav Mehta as independent directors of the board for a term up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to approval by the ministry of information and broadcasting (MIB).

    Zeel refused to conduct the EGM citing “shareholders interest” and moved to Bombay high court on 2 October seeking to declare the requisition notice as ‘illegal and invalid.’

  • Zeel-Invesco case: Bombay high court adjourns hearing to 29 Nov

    Zeel-Invesco case: Bombay high court adjourns hearing to 29 Nov

    Mumbai: On Friday, the Bombay high court adjourned the hearing on Invesco’s plea that challenged the injunction order of the single judge bench of the same court. The next hearing will be held on 29 November.

    Invesco, the largest shareholder in Zee Entertainment Enterprises Ltd (Zeel) had approached the court on Thursday to challenge the injunction order passed by the bench in a petition filed by Zeel against the investor.

    The court had ruled in favour of Zeel granting it temporary relief against the requisition notice by Invesco to call for an extraordinary general meeting (EGM) of shareholders to pass a resolution to remove the sitting board of directors and appoint a new board. 

    The Zeel-Invesco tussle began when the media company’s two top investors Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own 18 per cent stake in the company had sent a requisition notice to the company on 11 September to call an EGM even after two weeks, the investors moved to the NCLT, citing provisions of company law, according to which the company is bound to call for an EGM within a specific number of days, if stakeholder demanding it owns more than 10 per cent of the company.

    The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations. 

    The investors moved to have six nominees appointed to the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepali and Gaurav Mehta as independent directors of the board for a term up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to approval by ministry of information and broadcasting (MIB).

    Zeel refused to conduct the EGM citing ‘shareholders interest’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.”

  • Bombay HC grants Zeel temporary relief from Invesco’s EGM notice

    Bombay HC grants Zeel temporary relief from Invesco’s EGM notice

    Mumbai: The Bombay high court has ruled in favour of Zee Entertainment Enterprises Ltd (Zeel) temporarily barring the requisition notice by its majority shareholder Invesco to call for an extraordinary general meeting (EGM).

    In another development, Zeel has also cancelled its board meeting scheduled on 27 October to discuss the unaudited financial results for the second quarter of the year ended 30 September citing lack of quorum. In the BSE filing, the company said that the next date of the meeting will be duly informed with fresh notice.

    “The decision taken by the hon’ble Bombay high court is a huge win for all the stakeholders of the company,” a Zeel spokesperson said in a statement on Tuesday.

    The National Company Law Tribunal (NCLT) hearing on a petition moved by Invesco on the EGM notice will be held on Wednesday. The NCLT is likely to follow the Bombay high court decision.

    The Zeel-Invesco tussle began when the media company’s two top investors Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own 18 per cent stake in the company had sent a requisition notice to the company on 11 September to call an EGM even after two weeks, the investors moved to NCLT, citing provisions of company law, according to which the company is bound to call for an EGM within a specific number of days if stakeholder demanding it owns more than 10 per cent of the company.

    The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations.

    The investors moved to have six nominees appointed to the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepali, and Gaurav Mehta as independent directors of the board for a term up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to approval by the ministry of information and broadcasting (MIB).

    Zeel refused to conduct the EGM citing ‘shareholders interest’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.”

  • Zeel-Invesco tussle: NCLT hearing to be held on 27 Oct

    Zeel-Invesco tussle: NCLT hearing to be held on 27 Oct

    Mumbai: In a new development in the boardroom battle between Zee Entertainment Enterprises Ltd (Zeel) and it’s majority shareholder Invesco Developing Markets Fund, the National Company Law Tribunal (NCLT) has scheduled the next hearing on 27 October.

    The case will be heard a day after the Bombay high court hearing on 26 October.

    In its reply to Invesco’s petition, Zeel claimed that the ‘sudden and abrupt’ issuance of of the requisition notice seeking removal of the sitting managing director and chief executive officer Punit Goenka’s from the board appears to be a ‘malafide and motivated’ action, according to an ET report.

    The affidavit also claimed that Invesco not only wanted to take control of the board of Zeel but also sabotage the merger deal with Sony Pictures Networks India to the disadvantage of shareholders.

    The Zeel-Invesco tussle began when the media company’s two top investors Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own 18 per cent stake in the company had sent a requisition notice to the company on 11 September to call an EGM even after two weeks, the investors moved to NCLT, citing provisions of company law, according to which the company is bound to call for an EGM within a specific number of days, if stakeholder demanding it owns more than 10 per cent of the company.

    The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations.

    The investors moved to have six nominees appointed to the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepali, and Gaurav Mehta as independent directors of the board for a term up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to approval by the ministry of information and broadcasting (MIB).

    Zeel refused to conduct the EGM citing ‘shareholders interest’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.” Meanwhile, Invesco filed a petition with the NCLT to demand their right to call for an EGM.

  • Zeel-Invesco tussle: Bombay HC directs Zeel to call for EGM

    Zeel-Invesco tussle: Bombay HC directs Zeel to call for EGM

    Mumbai: The Bombay high court asked Zee Entertainment Enterprises Ltd (Zeel) to call for the extraordinary general meeting (EGM) requisitioned by Invesco Developing Markets Fund on Thursday. Zeel must inform the court of the EGM date by Friday morning.

    According to a Business Standard and Reuters report, Zeel agreed to hold the EGM only if its right to contest the validity of the resolution passed at the meeting is reserved. The court determined that any resolution passed at the meeting will be put on hold until it decides on the validity of Invesco’s request. The bench suggested that a neutral chairperson should head the meeting who may be from the corporate world, a lawyer, or a judge.

    The Zeel-Invesco tussle began when the media company’s two top investors Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own 18 per cent stake in the company had sent a requisition notice to the company on 11 September to call an EGM even after two weeks, the investors moved to National Company Law Tribunal (NCLT), citing provisions of company law, according to which the company is bound to call for an EGM within a specific number of days if stakeholder demanding it owns more than 10 per cent of the company.

    The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations. 

    The investors moved to have six nominees appointed to the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepali, and Gaurav Mehta as independent directors of the board for a term up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to approval by the ministry of information and broadcasting (MIB).

    Zeel refused to conduct the EGM citing ‘shareholders interest’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.”

  • ‘Will safeguard Zee and its future’: Punit Goenka on Zeel-Invesco tussle

    ‘Will safeguard Zee and its future’: Punit Goenka on Zeel-Invesco tussle

    Mumbai: In a new development, Zee Entertainment Enterprises Ltd (Zeel) managing director and chief executive officer has publicly spoken regarding the company’s ongoing boardroom battle with its investor, Invesco Developing Markets Fund.

    “We will ensure that no one maligns the intrinsic value of this company for their own benefit, and I continue to pursue this in the best interest of all our shareholders and at immense personal costs,” stated Goenka.

    Referring to the merger proposal with media business under Reliance Industries in February-March, he wrote that the reason for disclosing the series of communications exchanged between Invesco and the board of directors of Zeel was “to bring the truth out in the interest of all our stakeholders.”

    According to Goenka, the valuation attributed to the media entities under Reliance was inflated by Rs 10,000 crore and as a result, felt that the deal would result in a loss for shareholders of the company.  

    “My attention was on the imbalance observed in the valuation and how it was not in the best interest of our shareholders. The only reason I did not agree to the proposal was that the shareholder value was getting compromised,” he added.

    Goenka acknowledged the stance taken by Invesco but noted that “communications pertaining to such proposals are always well-documented, and they speak to the contrary.”

    On a personal note, he questioned Invesco’s intentions on the basis of their actions and asked pertinent questions, “Why didn’t Invesco make its plans public earlier? Does good corporate governance only apply to corporates and not their institutional investors?”

    He affirmed his faith in the Indian judicial and regulatory system and said that under the guidance of his legal counsel he would take the “required steps to safeguard Zee and its future.”

    The Zeel-Invesco tussle began when the media company’s two top investors Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own 18 per cent stake in the company had sent a requisition notice to the company on 11 September to call an EGM even after two weeks, the investors moved to NCLT, citing provisions of company law, according to which the company is bound to call for an EGM within a specific number of days if stakeholder demanding it owns more than 10 per cent of the company.

    The investors had also sought the removal of long-standing directors and close associates of the Chandra family from the board. The two independent directors Ashok Kurien and Manish Chokhani have already submitted their resignations. 

    The investors moved to have six nominees appointed to the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepali, and Gaurav Mehta as independent directors of the board for a term up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to approval by the ministry of information and broadcasting (MIB).

    Zeel refused to conduct the EGM citing ‘shareholders interest,’ and moved to Bombay high court on 2 October seeking to declare the requisition notice as “illegal and invalid.” Meanwhile, Invesco moved a requisition petition with the National Company Law Tribunal (NCLT) to call for an EGM.

    The next Bombay high court hearing is scheduled for 21 October and the next NCLT hearing is scheduled for 22 October.

  • Zeel responds to Invesco’s Open letter, dismisses allegations regarding Sony-Zeel merger

    Zeel responds to Invesco’s Open letter, dismisses allegations regarding Sony-Zeel merger

    New Delhi: Zee Entertainment Enterprises Ltd (Zeel) has responded to Invesco’s Open letter, clearing the air regarding certain accusations made by the investors regarding the Zeel-Sony merger.

    In its biting Open letter issued on 11 October, Invesco Developing Markets Fund and OFI Global China Fund LLC who combined own 18 per cent stake in Zeel had compared the Zeel-Sony merger to nothing more than a ‘camouflage’ to distract from the main issue. The investors had also accused the Company of “repeated governance failure” and “underperformance”, and said the deal “favours certain shareholders”.

    On Wednesday, Zeel responded saying Invesco’s statements were “half-truths” and urged the investors to let the Board of directors of the Company and the management work towards finalising this deal, which according to it is “clearly for the benefit of all stakeholders.”

    Referring to Invesco’s statement that it “will firmly oppose any strategic deal structure that unfairly rewards select shareholders, such as the promoter family, at the expense of ordinary shareholders,” Zeel said, that their (Invesco’s) stance runs contrary to the very deal Invesco was itself proposing only a few months ago (referring to the deal with Reliance whose details were shared by MD Punit Goenka in a letter to the Board.)

    “By way of comparison, the quantum of shareholding proposed to be transferred to the promoter group in the Sony Deal is substantially less (by as much as approx. 4 per cent) than what was being proposed by Invesco in the deal brought by them,” said the Company. Furthermore, the transfer of approx. 2.11 per cent shares by the promoters of Sony is a secondary transaction that will not be dilutive to any shareholder of the Company, unlike the proposal deal with Reliance.

    The Company also emphasised that as per the terms of the deal with Sony, the promoter family is free to increase its shareholding from the current – 4 per cent to up to 20 per cent, but in a manner that is strictly in “accordance with applicable law.”

    Zeel also dismissed the allegations made regarding the Sebi advisory letter to Zeel in June 2021, which according to Invesco raised “lack of governance oversight by Zeel’s current board.” The Company stated that Sebi had also suggested some corrective measures and Invesco has been working alongside the Company in taking and recommending corrective measures all along.

    “All these facts and Invesco’s silence as regards these issues in its own requisition notice, gives us a reason to believe that Invesco ‘s recent actions are inconsistent with their past behaviour, and have been undertaken as an afterthought after various investors and analysts have sought to understand the rationale behind Invesco’s actions of these past few weeks,” said the Company.

    Zeel also pointed out the apparent ‘lack of transparency’ from Invesco’s side, as it did not disclose the fact that they were negotiating a deal on behalf of the Company without any authority, even while criticising the Sony deal by way of the Open Letter disclosure made by the Company to the stock exchanges on 12 October. It was only Zeel made a disclosure, that Invesco came out with the details.

    The Company also dismissed the ‘unsubstantiated aspersions on the management of the Company and has made comments in relation to the “permissive culture” of the Board, and said that five out of the six existing independent directors on the Board of the Company were appointed after Invesco’s investment in 2019 and that Invesco was consulted and their views were positively considered at the time of making such appointments.

    “Accordingly, Invesco’s actions of the past few weeks, open letters against the Company and the Board and their general lack of transparency, have given the Board reason to believe that their actions are motivated by concerns entirely extraneous to any corporate governance issue,” said the Company.