Even as Jet needs immediate funding to keep flying, the Etihad board met on Monday to take up the bank-led resolution plan for discussion.
“As a minority shareholder, Etihad continues to work constructively with the Jet Airways
board, management team and other stakeholders,’’ the company said in a statement after the meeting. A nod at the Etihad board meeting is critical for Jet’s rescue.
Just days before the Etihad board meeting, the two partners are learnt to have signed a memorandum of understanding (MoU), signaling an agreement on the bank-led resolution plan.
Detailing the deal contours, the MoU listed out the changed shareholding structure that will bring down Goyal’s stake to 17.1 per cent. It also elaborated on the board composition, non-compete clause that will kick in for the Jet promoter, and negotiation with lessors for extension of leases, among other things.
Although the draft MoU had a clause of capping the promoter group shareholding to 22 per cent through a “perpetuity” requirement after implementation of the resolution plan, the final pact has come with a change. That is, Goyal signed the MoU after dropping the perpetuity requirement. This is significant as Goyal could now increase his stake without any restriction later.
The MoU, which expects Etihad and Goyal to use their best endeavours to support the company in their negotiations with lessors of aircraft to ensure extension of lease, says Jet Airways will be a board run company. Of the 12 board members, Goyal, who till now holds 51 per cent in Jet, will have two nominees (other than himself or his wife Anita), provided that the family shareholding is above 10 per cent and is a promoter of the company. Any increase in the Goyal family shareholding will not entitle the promoters for an additional board seat. Abu Dhabi-based Etihad and the possible new investors—National Investment & Infrastructure Fund (NIIF)-- will have two nominees each, while lenders’ consortium will have one. In addition, there will be four independent directors, one of whom will be appointed chairman of the restructured company as Goyal steps down. One of the independent directors must be a woman. Also, there will be an executive director who will be appointed chief executive officer or chief financial officer.
As part of the agreement, Goyal will be re-named chairman emeritus till January 2025. It will be an honorary position with no executive powers, while his son Nivaan Goyal may be considered for an executive post.
The MoU makes it clear that a non-compete clause will bar Goyal or his family from entering a competing business in the aviation sector for three years, subject to lenders’ approval. This will change once the Goyal family holds lower than 10 per cent in Jet or ceases to hold any position, honorary or otherwise. Even as Goyal and Etihad will have the right to appoint a nominee each in the board committees, the founder or his wife cannot hold that position.
While Goyal’s shareholding will fall to 17.1 per cent (from 51 per cent) after lenders convert their debt into equity, Etihad will infuse an equity of Rs 1,600 crore to Rs 1,900 crore to hold 24.9 per cent (marginally up from 24 per cent). The lenders, led by the State Bank of India (SBI), will infuse Rs 1,000 crore resulting in a shareholding of 29.5 per cent. The new investor—NIIF--will bring in Rs 1,600 crore to Rs 1,900 crore to pick up a 20 per cent stake in the airline.
The shareholders of Jet Airways and the new investor will subscribe to a rights issue in which the lenders and the promoters will forego and renounce their rights in participating in the issuance.
Clearance from the ministry of civil aviation has already been secured for the pledge of Jet Airways shares in JPPL to secure an interim funding. Prior to the interim financing, Jet Airways will pledge 15 per cent of its share capital in favour of HSBC as primary security for a $150 million dollar facility, sources close to the development said. A Jet spokesperson did not respond to queries.
As part of the MoU, Goyal does not have to give a personal guarantee. Etihad, apart from not being required to give any corporate guarantee, does not have to pledge its shares in Jet or JPPL.
Also, Etihad is expected to help in extending the lease of the three Heathrow airport slot pairs to Jet for 16 years at market rates, according to the MoU. Etihad support has also been sought in discussions for terming out Mashreq Bank and Hong Kong and Shanghai Bank Corporation loans in the case of Jet.