Swiggy, in its amended Articles of Association, has has introduced the clause "Uber Exempt Holdings" that lists three key criteria for investors in Uber and its entities to be eligible to invest in Swiggy.
Naspers-backed online food ordering startup Swiggy is looking to keep investors, which have stake in ride hailing company Uber or its linked entities, at bay even as it has been reportedly in talks to acquire India arm of Uber’s food delivery business Uber Eats, according to its amended Articles of Association (AoA) sourced by business signals platform Paper.vc.
In the latest AoA, Swiggy has introduced the clause “Uber Exempt Holdings” that lists three key criteria for investors to be eligible to invest in Swiggy.
“Uber Exempt Holdings shall mean in respect of an investor and its affiliates, those shares or securities of any Uber entities, so long as first, the aggregate ownership percentage of such investor and its affiliates in each of the Uber Entities does not exceed 4.99% of the fully diluted share capital of such entities; second, the aggregate amount invested in the such Uber entities does not exceed 20% of the total assets under management of such investor and its affiliates; third, such investor and its affiliates does not have a seat on the board of directors of any Uber entities or any other participation or influence in the operational control or governance of such Uber Entities that is material to the Uber entities,” the AoA said.
“This is for the first time such clause has been introduced by Swiggy,” Vivek Durai, Founder, Paper.vc told Financial Express Online.
Among various investors who have backed Swiggy includes the US-based technology sector hedge fund Coatue Management. Coatue had co-invested (as a new investor) along with DST Global, Naspers etc., in Swiggy’s $250 million fundraise in June last year.
Coatue is also among Uber’s investors. It has also backed Uber’s arch-rival Lyft in the US. Moreover, one of Coatue’s consultant Emil Michael was also the former Uber executive.
“Emil Michael was known as Travis Kalanick’s (former Uber CEO) right-hand man. So his presence at Coatue, a known Uber investor, possibly raised eyebrows when Coatue came calling for a place at the table in Swiggy’s latest round. But its also interesting that on one hand there is news that Swiggy’s been in negotiations to acquire Uber Eats. On the other hand there are these company documents that reveal a huge degree of apprehension about Uber and Coatue’s potential conflict of interest,” Durai said.
Swiggy also defined “competitor” in the amended AoA filed. “Provided, however, that, for the purposes of this definition of “Eligible Investor”, the term “Competitor”, in the context of each of Accel, Coatue, DST, Hillhouse, MTDP, Naspers, NVP, SAIF, Tencent, and Wellington, shall be deemed to exclude any Person in whom such Investor holds: (a) such shares or securities as constitute only Primary Exempt Holdings, Secondary Exempt Holdings, and Tertiary Exempt Holdings, or (b) such shares or securities as constitute only Uber Exempt Holdings, which exclusions, in any event, shall apply only to such Investor holding the shares and securities described in (a) or (b) above, as applicable, and only to the extent of the shares and securities described in (a) and (b) above,” the AoA read.
Comments from Swiggy on the matter will be updated as and when received.
To be updated…