State-owned Punjab National Bank (PNB) on Tuesday said it never objected to the ₹4,000-crore PNB Housing Finance (PNBHFL)-Carlyle deal, but only asked the housing finance company to follow the directions of the Securities and Exchange Board of India (Sebi).
“We have not asked anything special. The letter issued by Sebi dated 18 June had indicated to the company that it look into restructuring the deal. We have not said anything new,” said PNB managing director and chief executive officer S.S. Mallikarjuna Rao, who is also non-executive chairman of PNB Housing Finance.
Rao said in a conference call with reporters that PNB Housing Finance’s decision to raise ₹4,000 crore from a clutch of investors led by private equity fund Carlyle was within regulatory norms. Defending the bank’s decision to allow the fund infusion in the subsidiary, Rao said, “There was no error of judgement. If you have seen the share price of PNB housing, in the last 2-2.5 years, you must have observed that it has been hovering at a lower rate. The ICDR guidelines (Sebi’s Issue of Capital and Disclosure Requirements guidelines) lay down the kind of formula to be used for pricing. As on date of taking a decision, it would never have been thought by any of us is that it would increase so high in the subsequent days based on the decision taken by company.”
On 31 May, PNB Housing had announced a preferential sale of shares worth ₹3,200 crore and warrants worth ₹800 crore to a set of investors led by Carlyle, which is already a shareholder in the mortgage lender. The board had arrived at a price of ₹390 per share for the preferential allotment.
Soon after the announcement, proxy adviser Stakeholders Empowerment Services (SES) criticized the deal as “unfair” to public shareholders and a violation of the company’s Articles of Association (AoA) pertaining to valuation. SES highlighted that PNB agreed to cede control of its unit to the Carlyle Group without seeking a higher share price. According to the terms of the deal, PNB Housing was supposed to sell shares to the Carlyle-led group of investors at a much lower price than its current market value.
Sebi then asked PNB Housing Finance to put the deal on hold on the ground that it was ultra vires of AoA, prompting it to move the Securities Appellate Tribunal.
On 4 July, the PNB board wrote to PNB Housing Finance’s board asking it to “reconsider restructuring the contours of the deal/transaction of the capital raising in line with such Sebi directive”.
Rao added that the future course of action on whether the proposed transaction will go through will depend on the ruling by the Securities Appellate Tribunal (SAT).
Source: Mint