Mumbai, July 3: Reliance Industries today fired off a second letter to MTN and Reliance Communications (R-Com) calling for conciliatory talks over the dispute sparked by the proposed stake sale in R-Com.

An RIL spokesperson said the Mukesh Ambani camp was invoking the dispute resolution mechanism in the non-compete agreement of January 12, 2006.

RIL had earlier indicated that it would insist on its right of first refusal to any stake sale in R-Com.

Anil Ambani is in talks with MTN of South Africa to forge an alliance that will create the world’s fifth largest telecom player.

“We usually give a 30-day period before going in for formal arbitration,” the RIL spokesperson said. “None of the four demerged companies can sell their stake without first checking with the parent company.”

R-Com officials said they had no idea about the contents of the fresh letter but added that it was a sign of RIL’s “increasing desperation and frustration.”

Meanwhile, it is learnt that Anil Ambani doesn’t plan to offer more than 24 per cent of his stake in R-Com to MTN — thereby skipping over the tripwire posed by the right of first refusal clause in the non-compete agreement.

Anil has put together a group of investors that includes the Investment Corporation of Dubai and a few private equity players who will together pick up a 34.9 per cent stake in MTN.

Earlier, Anil was planning a direct deal under which he would sell 50 per cent of his 66.12 per cent stake in R-Com in exchange for a 35 per cent holding in MTN.

People close to the development said Ambani had decided to swap only 24 per cent of his stake in R-Com since he wanted to remain a majority investor in both companies.

By limiting the stake sale in R-Com to 24 per cent, Anil is trying to make sure that he doesn’t violate the terms of the agreement.

The proviso in the agreement says that if either group plans to sell a substantial stake along with control in any company or business, it must first offer the stake to the other.

Mukesh sold a 5 per cent stake in Reliance Petroleum Ltd — a subsidiary of Reliance Industries Ltd — to Chevron of the US along with the option to sell another 24 per cent by July 2009. At that time, Anil did not contest this sale.

Sources say that the Investment Corporation of Dubai — the investment arm of the Dubai government — will give up its voting rights in MTN and settle for fixed returns on its investment.

Anil Ambani plans to raise $8-9 billion of debt from banks to finance the transaction. He wants to keep his shareholding in MTN at the 35 per cent threshold to avoid triggering an open offer for the whole of the remaining stake later.

In case Anil opts for a higher stake, he will have to ensure that the MTN shareholders waive the requirement for a mandatory open offer in a majority vote — a possibility that neither party is willing to bank on.

Sources said there was a possibility that R-Com and MTN would extend their talks beyond July 9 when the 45-day exclusivity period comes to an end.