The board members of Punjab National Bank (PNB) including its independent directors may seek more clarity on the PNB Housing Finance fund raising deal.
The Rs 4,000 crore transfer of control deal in PNB Housing Finance to a private equity led consortium led by Carlyle Group has faced opposition from proxy advisory firms and a section of PNB’s minority shareholders feel that the entire deal was concluded in a non-transparent manner.
A senior executive of the public sector bank (PSB) confirmed that though there was no regulatory issues with the transaction, more clarity could be sought on the contours of the deal. PNB is expected to address some of the concerns raised on the deal at the shareholders meet scheduled next month.
“We don’t see any serious issue involving the deal that followed the due process and proceeded after getting nod from both the market regulator SEBI and financial sector regular RBI. But more clarity could help to understand that the deal did not compromise the interests of PNB,” said an official source.
PNB had earlier decided not to participate in the capital raising plan of PNBHFL after the Reserve Bank of India did not give a green signal to the lender’s application to infuse capital in the housing finance arm.
However, with questions now being raised over the manner and pricing at which PNBHFL is completing its fund raising plan, the public sector lender is seeking clarity over the deal. Governance watchdog Stakeholders Empowerment Services (SeS) has reportedly said in one of it reports that PNBHFL’s decision to preferentially allot Rs 3,200 crore worth of shares and Rs 800 crore worth of warrants to Carlyle, Pluto Investment, former HDFC Bank CEO Aditya Puri’s family investment vehicle Salisbury Investments, General Atlantic and Alpha Investments at Rs 390 a piece, much lower than the book value and prevailing share price of PNBHFL, is unfair to public shareholders of the housing finance entity as well as shareholders of PNB.
The investment in preferential shares and warrants will be followed by a a mandatory open offer for 7.98 crore equity shares at a price of Rs 403.22 a piece. PNBHFL shares are currently trading at Rs 810 a piece on BSE, a decline of close to 5 per cent over the previous close.
PNB managing director and CEO Mallikarjuna Rao had earlier said that the bank was not looking to exit PNBHFL after the latest fund raising exercise and would continue to hold its stake and be responsible towards the housing finance arm.
With the preferential issue and PNB not participating in it, the promoters’ holding will fall below the 30 per cent level. With PNB seeking clarification on the contours of the deal, the voting on the fate of the transaction at the EGM slated for June 22 becomes interesting.