Etihad, which has purchased 24 per cent stake in Jet Airways, has rejected any obligation to make an open offer for minority shareholders, but Sebi is not yet convinced with its justification for the same, sources said.
Etihad officials will be called for a personal hearing early next month to explain its position and why action should not be taken against the carrier for not making an open offer as it is getting joint control and substantial rights in running Naresh goyal-led Indian airline, they said.
Sebi had sought further clarity on the issue from other agencies including fair trade watchdog Competition Commission of India (CCI), the Finance Ministry and the Aviation Ministry, sources had said.
While Sebi had earlier contended that an open offer might not be required if Etihad is classified as a 'public shareholder' after buying Jet's 24 per cent stake, it had put a caveat saying this observation could change if some other regulator points out at transfer of control in this deal.
First announced about a year ago in April 2013, the deal has already gone through several rounds of regulatory hurdles -- mostly on differences of opinion about whether Etihad was getting full or joint control of the Naresh Goyal-led Indian carrier.
The deal had to be restructured last year to address concerns raised by Sebi and CCI, after which it got consummated late last year.
However, an observation made by the fair trade regulator has put the deal back under scanner. While clearing the deal, CCI observed that Etihad was getting "significant rights" and "joint control" in running Jet Airways. The two carriers later petitioned CCI to remove this observation, but the plea was rejected.
On the basis of this observation by CCI, Sebi later used its earlier caveat and issued a show-cause notice to Etihad on why action should not be taken against it for not making an open offer, as it was getting into a controlling position at Jet Airways by way of 24 per cent stake purchase.
While giving its earlier observation on the deal, Sebi had informed the Finance Ministry that its concerns were "by and large addressed" after certain changes were made in the deal.
However, Sebi put a caveat with respect to the commercial cooperation agreement between Jet and Etihad and said it "would be guided by the decision taken by the government or other regulatory agencies regarding change in management and control".