SAT allows PNB Housing to hold EGM vote on Carlyle deal – Mint

The tribunal, however, said the results of the vote must not be announced but kept in a sealed cover till further orders are passed. The lender was also directed to issue directions to the National Securities Depository Limited (NSDL) regarding the protocol for the results. The matter will come up for a final hearing on 5 July. The SAT order was passed on an appeal filed by PNB Housing against a Securities and Exchange Board of India (Sebi) decision to review the proposed preferential issue by PNB Housing to a group of investors, including former HDFC Bank managing director and chief executive officer Aditya Puri and PE firms General Atlantic and Ares SSG.

Sebi had said the valuation of shares was “ultra vires of the articles of association” and the issue should not be acted upon until the firm receives an independent valuer to arrive at the valuation of the shares.

The Sebi order came after a proxy adviser, Stakeholders Empowerment Services (SES), led by former Sebi executive director J.N. Gupta, said the proposed deal was “unfair and abusive” to minority shareholders of PNB Housing. Instead, the firm should have raised capital through a rights issue, treating all shareholders equitably, the proxy adviser had observed.

On 31 May, a clutch of investors led by Carlyle Group announced an investment of ₹4,000 crore in PNB Housing. Carlyle Group Inc. Pluto Investments S.a.r.l., an affiliated entity of Carlyle Asia Partners IV, and Carlyle Asia Partners V had agreed to invest up to ₹3,185 crore through a preferential allotment of shares at a price of ₹390 apiece. Some existing shareholders, including funds managed by Ares SSG and General Atlantic, are also taking part in the capital raising round. Salisbury Investments Pvt. Ltd, the family investment vehicle of Puri, who is also a senior adviser to Carlyle in Asia, would invest ₹25 crore. Puri is expected to be nominated to the PNB Housing Finance board as a Carlyle nominee director in due course.