Tag: PNB housing Carlyle

  • After purple flags, PNB Housing Finance calls off its Rs 4,000-crore Carlyle deal

    THE controversial transfer by US-based Carlyle group, together with former MD of HDFC Bank and a senior advisor at Carlyle Aditya Puri, to amass a stake in PNB Housing Finance has come to an finish with the board of the house mortgage firm deciding to not proceed with the preferential subject.
    As The Indian Express had reported in June, this transaction had been red-flagged by minority shareholders and the hyperlinks of many PNBHF board members to Carlyle had raised questions of battle of curiosity.
    PNB Housing has terminated the share subscription agreements executed with Pluto Investments, an affiliated entity of Carlyle Asia Partners IV, and Carlyle Asia Partners V, which entailed an funding of Rs 3,185 crore.
    “We have been informed that consequently Pluto Investments (together with persons acting in concert) will be initiating the process to withdraw the open offer made by them at Rs 403.22 per share,” PNB Housing stated in an trade submitting.
    The subject, if it had gone by way of, would have made the US-based non-public fairness big a majority shareholder within the firm — taking its share from 32% to 50.1% — and introduced down the stake of Punjab National Bank in its housing finance subsidiary from 32.6% to twenty.3%.
    On June 8, The Indian Express had reported how a number one proxy advisory agency, Stakeholders’ Empowerment Services, on the behest of minority shareholders, had red-flagged the proposed transaction.
    On the pricing of the choice share at Rs 390, PNBHF, the agency’s report stated, ignored its Articles of Association, which requires the value to be “determined by the valuation of a registered valuer.”

    On June 14, The Indian Express had reported that of the 12 PNBHF board members who cleared the allotment, not less than seven had handled the US PE big — together with two Carlyle workers who’re nominee administrators.
    On Thursday, the PNB Housing board “noted that due to the protracted litigation and the continuing interim order of the SAT dated June 21, 2021, there is no clarity on the shareholders’ approval for undertaking the preferential issue”.
    In addition, regulatory approvals required for the preferential subject, are pending and it’s unclear whether or not such approvals shall be forthcoming whereas the authorized proceedings are ongoing, the corporate stated.
    “The company’s capital raising plans will be further delayed and such uncertainty will continue. The board’s primary objective is to raise capital to support the growth of the company, and the board believes that the current situation is not in the best interests of the company and its stakeholders,” PNB Housing stated.
    The proposed preferential subject has been held up for greater than 4 months — after already having taken over two years — on account of pending authorized proceedings earlier than the Securities Appellate Tribunal.
    On June 18, 2021 capital markets regulator Sebi issued a letter to PNB Housing and directed that the decision regarding “issue of securities of the company” within the EGM discover dated May 31, is “ultra-vires” of the corporate’s Articles of Association and it shouldn’t be acted upon till the corporate undertakes the valuation of shares — as prescribed in its AoA – by an unbiased registered valuer.
    While the corporate filed an enchantment with SAT, the appellate authority handed an interim order on June 21.

    In its order, although the Tribunal gave its nod to PNB Housing Finance to carry its extraordinary common assembly for shareholder approval of the Rs 4,000-crore share allotment to a clutch of traders led by Carlyle Group, it directed the corporate to not declare the outcomes of voting that was to be held on June 22, till additional orders from the tribunal.
    On August 9, a cut up verdict was introduced, during which the Presiding Member of SAT issued an order in favour of the corporate and put aside the Sebi letter dated June 18, whereas the Judicial Member’s order upheld the Sebi letter.
    Further, SAT ordered that the interim order dated June 21, 2021 was to proceed till additional orders of SAT.
    Meanwhile, Sebi most well-liked an enchantment towards the order of the Presiding Member of SAT earlier than the Supreme Court, which is presently pending. “There continues to be no visibility or certainty as to the timeline for judicial determination of the legal issues, in particular as a third member of the SAT is yet to be appointed,” PNB Housing stated.

  • Shares up submit Carlyle deal, high PNB Housing execs offered off ESOPs

    THE controversial Rs 4,000-crore share allotment by PNB Housing Finance to a clutch of traders led by The Carlyle Group has prompted questions from the market regulator. But as PNBHF’s share worth doubled following the May 31 announcement, information analysed by The Indian Express present that senior executives of the corporate, in management roles, rushed to monetise a hefty chunk of their worker inventory choices (ESOPs).
    In reality, between June 2 and June 22, at the least 23 senior executives of the corporate offered their shares value an combination of over Rs 13 crore.
    The high 5 by variety of ESOPs offered: Nitant Desai, Chief Technology Officer who offered 35,982 shares (99.2% of his ESOP holding); Manoj Kumar, head of North and East (17,462 shares, 76.6%); zonal assortment supervisor Sushant Kumar (13,000 shares, 100%); Pankaj Jain, zonal head, south (12,700 shares, 47.8%); and Rajan Suri, enterprise head (12,140 shares, 64.3%).
    They offered their shares after June 9 when its common worth was at a file excessive of over Rs 700 – virtually twice that of their common acquisition worth.
    A scrutiny of the corporate’s disclosures exhibits that after the surge, whereas seven staff offered their whole ESOP holding as on date, most of them offered greater than half of their shareholding.
    In, at the least, three instances. staff acquired the ESOPs (vested to them) on June 10 and offered a big a part of it by June 17. The acquisition of the share was at a pre-determined worth of Rs 338 per share.
    These trades are throughout the regulatory framework of Sebi’s Insider Trading Regulations as they have been performed 48 hours after the board announcement on May 31.

    Market consultants attribute the sale to 2 elements: one, the sharp rise within the share worth and, two, the controversy over the PNBHF board’s allotment which is now the topic of a Sebi discover.
    Indeed, information exhibits that of the full share sale by staff value Rs 13 crore, shares value over Rs 12 crore have been offered by these staff after June 7.
    Significantly, it was on June 7, that proxy advisory agency Stakeholders’ Empowerment Services (SES), on the behest of minority shareholders, launched its report alleging that the PNBHF board decision on the preferential subject was “(an) unfair transaction, against public shareholders and PNB”.
    On the pricing of the choice share at Rs 390, PNBHF, the report stated, ignored its Articles of Association which referred to as for the worth to be “determined by the valuation of a registered valuer”.
    While a share of PNB Housing Finance closed at Rs 437.7 on May 28, it jumped to Rs 525 on May 31 and closed at Rs 880 on June 7 — doubling in six buying and selling classes.
    Responding to queries mailed by The Indian Express, the corporate stated, “These transactions were in compliance with Insider Trading Policy of the Company. The Company has informed the stock exchange on May 25, 2021 about holding of board meeting to consider fund raising…As per SEBI (Prohibition of insider trading) Regulation of 2015 and the Insider Trading Policy of the Company, the trading window for dealing in securities of the Company was closed from May 26, 2021 up till June 2, 2021 for the designated employees of the Company. Post opening of trading window, some of the employees have exercised their right to transact shares of the Company permitted as per Insider Trading Policy of the Company. The Company has reported transactions of employees to stock exchanges. The capital raise proposal and its contents were in public domain, refer our communication dated May 31, 2021, to the stock exchanges.”

    On June 18, 2021, Securities and Exchange Board of India issued a letter to PNBHF that the decision regarding “issue of securities of the company” within the EGM discover dated May 31, is “ultra-vires” of the corporate’s Articles of Association and it shouldn’t be acted upon till the corporate undertakes the valuation of shares — as prescribed in its AoA – by an unbiased registered valuer.
    The firm moved the Securities Appellate Tribunal on Monday (June 21) and bought the go-ahead for the its EGM that was held the subsequent day. The Tribunal nonetheless, directed the corporate to not declare the outcomes of the voting.

  • Shares up put up Carlyle deal, high PNB Housing execs offered off ESOPs

    The controversial Rs 4,000-crore share allotment by PNB Housing Finance to a clutch of traders led by The Carlyle Group has prompted questions from the market regulator. But as PNBHF’s share value doubled following the May 31 announcement, data analysed by The Indian Express present that senior executives of the corporate, in management roles, rushed to monetise a hefty chunk of their worker inventory choices (ESOPs).
    In truth, between June 2 and June 22, not less than 23 senior executives of the corporate offered their shares price an mixture of over Rs 13 crore.
    The high 5 by variety of ESOPs offered: Nitant Desai, Chief Technology Officer who offered 35,982 shares (99.2% of his ESOP holding); Manoj Kumar, head of North and East (17,462 shares, 76.6%); zonal assortment supervisor Sushant Kumar (13,000 shares, 100%); Pankaj Jain, zonal head, south (12,700 shares, 47.8%); and Rajan Suri, enterprise head (12,140 shares, 64.3%).
    They offered their shares after June 9 when its common worth was at a document excessive of over Rs 700 – virtually twice that of their common acquisition value.

    A scrutiny of the corporate’s disclosures exhibits that after the surge, whereas seven workers offered their total ESOP holding as on date, most of them offered greater than half of their shareholding.
    In, not less than, three instances. workers acquired the ESOPs (vested to them) on June 10 and offered a big a part of it by June 17. The acquisition of the share was at a pre-determined value of Rs 338 per share.
    These trades are inside the regulatory framework of Sebi’s Insider Trading Regulations as they have been performed 48 hours after the board announcement on May 31.

    Market consultants attribute the sale to 2 components: one, the sharp rise within the share value and, two, the controversy over the PNBHF board’s allotment which is now the topic of a Sebi discover.
    Indeed, information exhibits that of the entire share sale by workers price Rs 13 crore, shares price over Rs 12 crore have been offered by these workers after June 7.
    Significantly, it was on June 7, that proxy advisory agency Stakeholders’ Empowerment Services (SES), on the behest of minority shareholders, launched its report alleging that the PNBHF board decision on the preferential difficulty was “(an) unfair transaction, against public shareholders and PNB”.
    On the pricing of the choice share at Rs 390, PNBHF, the report stated, ignored its Articles of Association which known as for the value to be “determined by the valuation of a registered valuer”.
    While a share of PNB Housing Finance closed at Rs 437.7 on May 28, it jumped to Rs 525 on May 31 and closed at Rs 880 on June 7 — doubling in six buying and selling periods.
    Responding to queries mailed by The Indian Express, the corporate stated, “These transactions were in compliance with Insider Trading Policy of the Company. The Company has informed the stock exchange on May 25, 2021 about holding of board meeting to consider fund raising…As per SEBI (Prohibition of insider trading) Regulation of 2015 and the Insider Trading Policy of the Company, the trading window for dealing in securities of the Company was closed from May 26, 2021 up till June 2, 2021 for the designated employees of the Company. Post opening of trading window, some of the employees have exercised their right to transact shares of the Company permitted as per Insider Trading Policy of the Company. The Company has reported transactions of employees to stock exchanges. The capital raise proposal and its contents were in public domain, refer our communication dated May 31, 2021, to the stock exchanges.”

    On June 18, 2021, Securities and Exchange Board of India issued a letter to PNBHF that the decision referring to “issue of securities of the company” within the EGM discover dated May 31, is “ultra-vires” of the corporate’s Articles of Association and it shouldn’t be acted upon till the corporate undertakes the valuation of shares — as prescribed in its AoA – by an unbiased registered valuer.
    The firm moved the Securities Appellate Tribunal on Monday (June 21) and obtained the go-ahead for the its EGM that was held the following day. The Tribunal nevertheless, directed the corporate to not declare the outcomes of the voting.