MUMBAI: Markets regulator
Sebi
has asked
PNB Housing Finance
(PNBHFL) to put on hold its preferential allotment plan to PE major
Carlyle
Group and its associates as the valuation of shares was ultra vires of the home finance company’s articles of association (AoA). Sebi has also asked the company to appoint a new and independent valuer for the shares’ valuation before selling any more,
PNBHFL
’s disclosure to the exchanges showed.
In its letter to PNBHFL, Sebi said that the resolution about preferential allotment in its notice of the extraordinary general meeting (EGM) was “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”. Sebi also directed the company’s board to consider this new report “while deciding on the preferential issue of shares and warrants”.
The regulatory directive came after SES, an institutional shareholders advisory firm, pointed out that the allotment of shares to the PE major and its associates, valued at Rs 4,000 crore, was ultra vires of PNBHFL’s AoA.
SES
also said that the way the whole deal was structured was skewed against minority shareholders, currently holding about 15% in the mortgage lender.
An EGM is scheduled for June 22. As part of the whole process through which Carlyle and its associates were to become the majority owner of the mortgage lender, replacing public sector banking major PNB, an open offer has also been rolled out by HSBC, the banker to the offer.
After Sebi asked for a preliminary report on the matter from PNBHFL through the exchanges in the first week of June, a company spokesperson had told TOI that the share-allotment proposal was arrived at after following all the rules and laws.
In its disclosure to the exchanges too, PNBHFL reiterated its stand and said that the company had “acted in compliance with all relevant applicable laws, including the applicable pricing regulations prescribed by Sebi, and the AoA of the company”. It also said that the preferential allotment was in the best interests of PNBHFL, its shareholders and all relevant stakeholders.
Since the time it became public knowledge that the PE major along with its associates would become its new owners, the stock price of PNBHFL had more than doubled within a month to its 52-week high of Rs 924 by June 8. However, since the controversy about the preferential allotment erupted, the stock has corrected to its Friday close of Rs 739 on the BSE.
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