The tribunal said that the results of the voting on the proposed transaction would not be declared and kept in a sealed cover till further orders are passed by it. PNB housing Finance was also directed by the tribunal to issue specific directions to NSDL to not reveal the voting results. The matter will now come up for a final hearing on July 5. Mint has reviewed the copy of the order.
The SAT order was passed after an appeal was filed by PNB Housing Finance against SEBI’s decision to review the proposed preferential issue by PNB Housing Finance to a group of investors that include former HDFC bank MD & CEO Aditya Puri and private equity funds General Atlantic and Ares SSG.
The market regulator said that the valuation of shares undertaken by the company was “ultra-vires of Articles of Association.” The regulator said that the issue should not be acted upon until the company undertakes the valuation of shares as prescribed by an independent registered valuer.
SEBI’s notice came after a proxy adviser Stakeholders Empowerment Services (SES), led by former Securities and Exchange Board of India (Sebi) executive director J.N. Gupta, said the proposed deal is “unfair and abusive” to minority shareholders of PNB Housing. Instead, the company should have opted to raise the capital through a rights issue, treating all shareholders equitably, the proxy adviser said.
On 31 May, a clutch of investors led by Carlyle Group announced an investment of ₹4,000 crore in PNB Housing Finance. Carlyle Group Inc. Pluto Investments S.a.r.l., an affiliated entity of Carlyle Asia Partners IV, and Carlyle Asia Partners V agreed to invest up to ₹3,185 crore through a preferential allotment of shares and warrants at a price of ₹390 apiece.
Some existing shareholders of the company, including funds managed by Ares SSG and General Atlantic, are also participating in the capital raise.
Salisbury Investments Pvt. Ltd, the family investment vehicle of Aditya Puri—senior adviser for Carlyle in Asia and the former managing director of HDFC Bank Ltd—will also invest ₹25 crore. Puri is expected to be nominated to the PNB Housing Finance board as a Carlyle nominee director in due course.
Post the allotment of equity and warrants, Pluto Investments will hold 30.2% in PNB Housing Finance. Carlyle, through a separate investment vehicle, Quality Investment Holdings, owns 32.2% in PNB Housing Finance. Cumulatively, Carlyle will hold about 50% after the capital raise.
General Atlantic Singapore agreed to invest ₹390 crore as part of the deal and will hold 9.8% in the mortgage lender post equity and warrant allotment. It is an existing investor and owns 9.9%. Alpha Investment, a fund managed by SSG Group, will hold 3.8%.
In the notification on Saturday, PNB Housing Finance said that the Company and its board of directors 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 Articles of Association of the Company. It also said that Preferential Allotment is in the best interests of the Company, its shareholders and all relevant stakeholders.
“The company is evaluating further steps in this regard,” the exchange notification read.Gopika Gopakumar
Mumbai: The Securities Appellate Tribunal (SAT) on Monday gave the nod to PNB Housing Finance to conduct the Extraordinary General Meeting(EGM) scheduled for 22 June, which would vote on the mortgage financier’s ₹4000 crore deal with a clutch of investors led by private equity firm Caryle.
The tribunal said that the results of the voting on the proposed transaction would not be declared and kept in a sealed cover till further orders are passed by it. PNB housing Finance was also directed by the tribunal to issue specific directions to NSDL to not reveal the voting results. The matter will now come up for a final hearing on July 5. Mint has reviewed the copy of the order.
The SAT order was passed after an appeal was filed by PNB Housing Finance against SEBI’s decision to review the proposed preferential issue by PNB Housing Finance to a group of investors that include former HDFC bank MD & CEO Aditya Puri and private equity funds General Atlantic and Ares SSG.
The market regulator said that the valuation of shares undertaken by the company was “ultra-vires of Articles of Association.” The regulator said that the issue should not be acted upon until the company undertakes the valuation of shares as prescribed by an independent registered valuer.
SEBI’s notice came after a proxy adviser Stakeholders Empowerment Services (SES), led by former Securities and Exchange Board of India (Sebi) executive director J.N. Gupta, said the proposed deal is “unfair and abusive” to minority shareholders of PNB Housing. Instead, the company should have opted to raise the capital through a rights issue, treating all shareholders equitably, the proxy adviser said.
On 31 May, a clutch of investors led by Carlyle Group announced an investment of ₹4,000 crore in PNB Housing Finance. Carlyle Group Inc. Pluto Investments S.a.r.l., an affiliated entity of Carlyle Asia Partners IV, and Carlyle Asia Partners V agreed to invest up to ₹3,185 crore through a preferential allotment of shares and warrants at a price of ₹390 apiece.
Some existing shareholders of the company, including funds managed by Ares SSG and General Atlantic, are also participating in the capital raise.
Salisbury Investments Pvt. Ltd, the family investment vehicle of Aditya Puri—senior adviser for Carlyle in Asia and the former managing director of HDFC Bank Ltd—will also invest ₹25 crore. Puri is expected to be nominated to the PNB Housing Finance board as a Carlyle nominee director in due course.
Post the allotment of equity and warrants, Pluto Investments will hold 30.2% in PNB Housing Finance. Carlyle, through a separate investment vehicle, Quality Investment Holdings, owns 32.2% in PNB Housing Finance. Cumulatively, Carlyle will hold about 50% after the capital raise.
General Atlantic Singapore agreed to invest ₹390 crore as part of the deal and will hold 9.8% in the mortgage lender post equity and warrant allotment. It is an existing investor and owns 9.9%. Alpha Investment, a fund managed by SSG Group, will hold 3.8%.
In the notification on Saturday, PNB Housing Finance said that the Company and its board of directors 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 Articles of Association of the Company. It also said that Preferential Allotment is in the best interests of the Company, its shareholders and all relevant stakeholders.
“The company is evaluating further steps in this regard,” the exchange notification read.
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