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SEBI halts Rs 4,000 cr Carlyle-PNB Housing deal

SEBI has restrained Punjab National Bank Housing Finance from going ahead with shareholders' voting on the deal, directing the company to conduct the valuation process as per the relevant applicable legal provisions

The resolution pertaining to the transaction, which was to be put for shareholders' vote on June 22, was "ultra-vires" of the company's Articles of Association (AoA), said SEBI The resolution pertaining to the transaction, which was to be put for shareholders' vote on June 22, was "ultra-vires" of the company's Articles of Association (AoA), said SEBI

The Securities and Exchange Board of India (SEBI) has instructed Punjab National Bank Housing Finance (PNBHF) to halt its proposed Rs 4,000 crore deal with Carlyle Group.

In a rare regulatory move, the capital markets regulator has restrained the housing finance company from going ahead with shareholders' voting on the deal, directing the company to conduct the valuation process as per the relevant applicable legal provisions.

The resolution pertaining to the transaction, which was to be put for shareholders' vote on June 22, was "ultra-vires" of the company's Articles of Association (AoA), said SEBI.

Also Read: Carlyle Group, others float 'draft letter offer' for 26% stake in PNB Housing Finance

The deal, which came under SBI and RBI's lens, following concerns expressed in certain quarters, including by a proxy advisory company, would ultimately see US-based private equity giant Carlyle Group taking control of PNB Housing Finance, a subsidiary of Punjab National Bank.

The company's meeting is scheduled for Tuesday (June 22) to take up the matter for approval of the shareholders.

"The current resolution bearing item no. 1 (issue of securities of the company and matters related therewith) of EGM notice dated May 31, 2021, is ultra-vires of AOA and shall not be acted upon until the company undertakes the valuation of shares as prescribed under 19(2) of AOA, for purpose of preferential allotment, from an independent registered valuer as per the provisions of applicable laws," PNB Housing Finance said in a late night filing referring to Sebi letter to ensure compliance.

The company, promoted by PNB, said it had received a letter from Sebi on June 18, 2021, calling upon the company to comply with legal provisions in the matter.

The said report shall be considered by the company's board while deciding on the preferential issue of shares and warrants, Sebi has asked.

"The company and its board of directors have considered the Sebi letter, and continue to believe that the company has acted in compliance with all relevant applicable laws, including the applicable pricing regulations prescribed by Sebi, and the AOA of the company, and that such preferential allotment is in the best interests of the company, its shareholders and all relevant stakeholders," PNB Housing Finance said in the filing.

The company is evaluating further steps in this regard, it added.

Also Read: PE major Carlyle's arm eyes Rs 5,000 crore from 5.1% stake sale of SBI Cards

Proxy advisory firm Stakeholders Empowerment Services (SES), in its report, has raised a number of questions on the proposed deal, wondering if Punjab National Bank (PNB) has willingly surrendered control without extracting a fair compensation.

The deal is ''ultra vires'' to the AoA, it added.

Under the proposed deal, Rs 3,200 crore is to be raised through equity shares and Rs 800 crore by issuance of warrants.

Notably, PNB Housing Finance has not raised any equity capital in the past three years, except equity shares issued under the employee stock option plan.

In February this year, the Reserve Bank had rejected PNB's proposal for a capital infusion into its subsidiary PNB Housing.

The company had wanted to raise tier I capital up to Rs 1,800 crore through various modes, including qualified institutional placement (QIP), preferential issue of shares, or a rights issue.

Under the proposed deal, a total of 8.21 lakh equity shares and 2.05 lakh warrants are to be issued at an issue price of Rs 390 per share/warrant to Pluto Investments S.a.r.l (Pluto) (Carlyle Group); Salisbury Investments (person acting in concert with Carlyle); General Atlantic Singapore Fund FII Pte Ltd, and Alpha Investments V Pte Ltd.

Salisbury Investments is the family investment vehicle of former HDFC Bank CEO Aditya Puri, who is also a senior advisor of Carlyle in Asia.

As per the proposal, the deal will change the control of PNB Housing Finance -- from PNB being the sole promoter of the company to a joint control holder with Carlyle Group.

With this, PNB's stake in the company will come down to 20.28 per cent from the existing 32.64 per cent, while that of Carlyle will rise to 50.16 per cent from 32.21 per cent.(With inputs from PTI.)