Ethiad Airways increases stake in Virgin Australia to 19.9 percent

By BA Staff

Etihad Airways, the national airline of the United Arab Emirates, confirmed its equity stake in Virgin Australia Holdings had reached 19.9%.

This follows a series of on-market purchases of Virgin Australia shares over recent weeks. The Abu Dhabi-based airline now holds more than 515 million shares in the airline.

At 19.9%, Etihad Airways has reached the threshold approved by Australia’s Foreign Investment Review Board in June 2013.

James Hogan, President and Chief Executive Officer of Etihad Airways, said: 

“We are delighted to have reached this milestone. It reflects our strong support for the business strategy and management team of Virgin Australia and our enduring commitment to the Australian market. It also reflects the close working relationship between our two airlines and we look forward to strengthening its commercial foundations. The strategic partnership continues to deliver significant revenue streams and other benefits to each airline. Increasing our equity in Virgin Australia will further enrich the commercial benefits which the partnership delivers for both airlines as well as increasing the benefits to Australian travellers and visitors to Australia.”"

Etihad Airways and Virgin Australia signed a ten year strategic partnership agreement in August 2010 that includes code-sharing on flights, joint sales and marketing activities, and reciprocal earn-and-burn on their respective frequent flyer programs.

Those benefits include seamless connectivity to more than 40 codeshare destinations in Australia, New Zealand, Indonesia and Thailand and loyalty program privileges such as priority baggage handling, priority boarding and airport lounge access for top tier program members.

Combined, Etihad Airways (25) and Virgin Australia (3) operate 28 flights a week between Abu Dhabi and Australia and passengers have access to a combined global network of more than 280 destinations.

Etihad Airways began flying to Australia in March 2007, when it launched services to Sydney. Flights to Melbourne and Brisbane followed in 2009. The airline has carried more than 2.5 million passengers between Abu Dhabi and these three Australian gateways in the past six years. The airline plans to operate services to Perth in Western Australia in the future.

Etihad Airways also holds equity investments in airberlin, Air Seychelles, Virgin Australia and Aer Lingus, will acquire 49% of Air Serbia from January 2014, and, subject to regulatory approval, will acquire 24% of India’s Jet Airways. It also has codeshare partnerships with 47 airlines worldwide.

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Jetihad deal finally clears FIPB, but still has long way to go

by Devesh Agarwal

The 24% stake sale by India's Jet Airways to Abu Dhabi's Etihad Airways has been finally cleared by India's Foreign Investment Promotion Board (FIPB), albeit with conditions, after the share holder agreement (SHA) was changed to incorporate the apprehensions of the government of India.

One of the conditions imposed by the FIBP requires prior Government approval before making any changes in SHA. The revised SHA also calls for arbitration under Indian law and not English law as earlier proposed.

The Jet Airways board of directors will have 12 members. Promoter Naresh Goyal with 51% shareholding, post the sale, will have four representatives. Etihad which has less than half of Goyal's holding, 24%, will have two with the right to nominate the Vice Chairman, and there will be six independent directors, all Indians. As Chairman Goyal will also have veto power, though one has to see how he will use it.

A revised Commercial Cooperation Agreement (CCA) has also been submitted and approved, as it says the principal place of business would be Mumbai. Plans for shifting, operations, revenue, and network functions to Abu Dhabi have been scrapped.

Jet has already sold its London Heathrow slots to Etihad to realise desperately needed cash to lower ballooning debt levels. You can also read our initial analysis of the deal. You can also read a quick recap of the Jetihad deal time-line here.

The Jetihad deal still needs three more approvals. The Competition Commission of India (CCI) which is examining the deal, since the CCA calls for Jet to terminate existing code-share and partnership agreements on routes operated by Etihad.

Following the CCI, the deal will go to the Cabinet Committee on Economic Affairs (CCEA) since it involves a foreign direct investment (FDI) of more than 1,200 crore. After which the deal will come to the ministry of civil aviation for approval under the Aircraft Rules, 1937.

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Your opinion: Question of the week: Is Jet Airways too financially weak? What should existing investors do?

by Devesh Agarwal

Majority of Jet's A330 fleet parked at New Delhi's IGI airport

In what is not a very uncommon development, The Economic Times reports, India's financial markets' watchdog, the Securities Exchange Board of India, better known as SEBI, has written to the Foreign Investment Promotion Board (FIPB), the approver of FDI proposals, expressing concern on the agreement to sell a 24% stake by Jet Airways to Etihad Airways PJSC. SEBI feels that the agreement structure allows India's largest private airline by revenue, to pass into foreign hands, which is not allowed as per the existing law.

Over the last one month the deal has been question by various ministries, regulators, boards, authorities, stake-holders, and members of Parliament, amongst others. Putting aside partisan motives, one obvious fact is emerging; the agreement appears to be extremely lop-sided in unduly favouring Etihad. You can read our earlier analysis highlighting some of the lop-sided provisions of the agreement.

While the debate on these provisions continues, we want to question the financial condition of Jet Airways itself. Without doubt, the debt levels of Jet Airways are high enough to be classified as scary.

However, the question at hand is; what insight does this agreement offer in to the situation at the Indian carrier? Is the situation so dire that the promoters of Jet willing to let go of their airline for a mere $379 million? or did Mr; Hogan's team simply out-negotiate that of Mr. Goyal's?

As its possible control of Jet Airways is whittled away, by the regulators, at point would Etihad walk away from the deal? There are already rumblings, that come July 31, the first deadline for the deal, Etihad might reduce the amount of premium it is willing to pay for Jet. In which case, will Goyal still be interested?

And surely, exiting investors must be watching the scene nervously and wondering what should they do? Hold on? Or jump ship?

Share your thoughts via a comment.

Disclosure: Devesh Agarwal is a shareholder in Jet Airways.

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Have your say: Question of the week: Will the Jet Etihad deal fructify? Will Jet survive?

by Devesh Agarwal

We welcome your feedback and comments on the Jet-Etihad deal.

Without a doubt the humongous increase in seat capacity offered to the Abu Dhabi government by India has some quid-pro-qua links to the Jetihad deal. There is also talk that the bilaterals seat increase was to pacify the UAE government after their telecom company allegedly lost over $1 billion in the recent 2G scam, and get foreign investment flowing in to India from that country.

Regardless of the reasons, the new proposed bilateral air services agreement (ASA) has come under severe flak from many political quarters. At the focal point of attacks is the Prime Minister, who had given his approval to the Group of Ministers (GoM) comprising P. Chidambaram (Finance), Anand Sharma (Commerce), Salman Khurshid (External Affairs) and Ajit Singh (Civil Aviation), to proceed and conclude the ASA.

Dr. Manmohan Singh is regarded as an honourable man, but his reputation has taken a hit following the 2G telecom scam and Coalgate, where national resources like spectrum and coal were doled out to political supports for cheap. A weak Congress, facing a multitude of elections, is now desperately trying to protect the image of the Prime Minister and the memorandum of understanding (MoU) signed with the UAE government on the ASA is now being questioned. To help weather the political story, give cover to the Prime Minister, and justify the deal, a note from the civil aviation ministry is being prepared for perusal and overall approval of the MoU, the Cabinet.

The suave and politically connected Naresh Goyal is reportedly pacing the corridors of power, and doing all he can to keep the Jetihad deal alive.

On the side, news reports indicate Etihad is waiting for the outcome of the cabinet meeting, and the decision on the MoU. Indirectly, it has been reported, that if it does not get the massive increase in traffic rights, Etihad make walk away from the deal.

Jet is facing a debt of over 12,000 Crore ($2 billion), higher than even Kingfisher Airlines, and its very survival is at stake.

Do you think the Jetihad deal will fructify? Under what circumstances? If the deal does not fructify, will the baniya Naresh Goyal be able to prevent Jet Airways experiencing the same fate as Kingfisher Airlines?

Share your thoughts and views via a comment.

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Analysis: Will Jetihad lop-sided deal favouring Etihad be corrected or be an eye-wash?

by Devesh Agarwal

Last week's deferral by the Foreign Investment Promotion Board (FIPB) of the proposal of Abu Dhabi based Etihad Airways to buy a 24% stake in Jet Airways has brought to light how the middle-eastern carrier will have an equal or higher say in the functioning of Jet despite owning just 24%.

The deferral has also shed light on the lack of clarity in the government's rules with regards to permitting foreign direct investment (FDI) by airlines in Indian carriers.

The Economic Times reports, the existing shareholders' agreement between the two airlines is structured in a manner to give Etihad the upper hand in the decision making at Jet. Without giving Etihad any specific rights or veto power, by requiring approval of two-thirds majority of the board for even routine decisions, the agreement equates the 24% owning airline to the 51% owning promoter, Naresh Goyal.

In normal circumstances, under the Companies Act, 1956, two-third majority is only required in matters such as capitalisation and dividend declaration issues. Any joint management of an Indian company automatically invites additional regulatory scrutiny, like from the Securities and Exchange Board of India (SEBI).

Some of the aspects of the agreement that were questioned by the FIPB include

• Re-location to Abu Dhabi and co-location of the network and revenue management functions of Jet
• The vice chairman will be nominated by Etihad but no mention on nomination of chairman's post
• If Goyal ceases to be chairman, new chairman to be nominated by the board, not selected by shareholders
• Chairman will not have a casting vote
• Two-thirds majority approval required for appointment and removal of CEO, independent directors, and senior management, and to pass any resolution in the board meeting i.e. for routine issues, contrary to existing law

Operational control too

Operationally too, the agreement shows how Etihad is dominating its Indian 'partner' right from the word go. The agreement stipulates that Jet will, at its expense, re-locate and co-locate its network and revenue management operations to Abu Dhabi. In the first phase functions that will shift include, international and domestic network planning, international pricing for non-India points-of-sale, and management of joint fare filing, and inventory control of the Abu Dhabi hub routes. In the second phase, all functions will shift to Abu Dhabi, including, international revenue management, domestic scheduling and pricing, international pricing for Indian points-of-sale, and inter-line pricing.

Many legal analysts feel the Jetihad deal has been constructed in this manner to afford Etihad almost complete management and operational control of Jet, while helping the middle east carrier to avoid triggering the 'takeover code'. The code is activated either when the investment crosses 25% of a company's shareholding or when the investing company gains ‘control’ of the target company. It is the definition of ‘control’ as per the Companies Act which is now becoming the bone of contention in approving the deal.

All of this is hardly surprising. Jet was in dire straits when it went around looking for whoever was willing to invest, and has acceded to virtually every condition demanded of it.

Policy confusions

Another legal issue muddling the deal is the word "effective control". The new FDI guidelines allowing for investment by foreign airlines say that 'substantial ownership' and 'effective control' should be vested with Indian nationals. There is confusion since the term 'effective control' has never been officially defined. The Companies Act, SEBI's takeover code, and the overall FDI policy, have defined the word 'control, but are silent on 'effective control'.

To prod the Jetihad deal along, the civil aviation ministry has reportedly submitted a long list of comments to the FIPB clarifying what it means by 'effective control'. A copy of this has been marked to the ministry of corporate affairs (MCA), the final arbiter of all matters related to company affairs.

For the Indian government, plagued by reforms policy paralysis, this is fast becoming a desperate situation. On one hand, to prove the progress of the few new policy reforms it has announced, it is bending almost every rule in the book, even going so far as to plan allowing foreigners to bypass FIPB approval for investment in the country. On the other hand the Jetihad deal is so lop-sided favouring Etihad, approving will set a bad precedent in law, allowing foreign companies to completely disregard the rights of Indian shareholders.

Jet is in a hard place. Its need for funds is desperate and no one can fault Etihad for trying the most bang for its buck. Even with the most intense lobbying, Jet and Etihad will need to re-work parts of the agreement to make it more palatable, but will this be a real change protecting all shareholders or just an eyewash to get this lop-sided agreement through the scrutiny of an equally desperate government?

Please share your thoughts on this subject via a comment.

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