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PNB Housing shareholders okay board appointments

PNB Housing Finance, which held its EGM on 22 June, said the voting results for all other resolutions are being disclosed.mintPremium
PNB Housing Finance, which held its EGM on 22 June, said the voting results for all other resolutions are being disclosed.mint

Shareholders of PNB Housing Finance Ltd voted in favour of appointing Hardayal Prasad as managing director and CEO and several other independent and non-executive directors including one from private equity firm Carlyle, the mortgage lender said in an exchange filing on Friday

Shareholders of PNB Housing Finance Ltd voted in favour of Hardayal Prasad's appointment as managing director and CEO and several other independent and non- executive directors including one from private equity firm Carlyle, the mortgage lender said in an exchange filing on Friday.

But it refused to disclose the voting numbers on a resolution proposing a 4,000 crore capital raise via a preferential allotment of shares to a clutch of investors led by American PE giant Carlyle Group and the family investment firm of former HDFC Bank chief executive officer Aditya Puri, Salisbury investments Pvt. Ltd.

The voting numbers on the Carlyle resolution will be kept in a sealed cover until the Securities Appellate Tribunal delivers its final verdict on the fund-raising proposal, expected on 5 July.

The Punjab National Bank subsidiary, which held its EGM on 22 June, said the voting results for all other resolutions are being disclosed,

Apart from Prasad's appointment, shareholders voted in favour of appointing Neeraj Madan Vyas as a non-executive non-independent director; Sudarshan Sen as an independent director; Kapil Modi as a non-executive nominee director; Chandrasekaran Ramakrishnan as an independent director for a second term of five years; Rajneesh Karnatak as a non-executive nominee director; Nilesh S. Vikamsey as an independent director for a second term; and Gita Nayyar as an independent director on the board of PNB Housing.

Amid mounting controversy, investor complaints and scrutiny by the market regulator, PNB may have voted against the proposed fund-raise, Mint reported on 22 June.

With a 32% holding as a promoter shareholder, PNB is capable of blocking any resolution, including the one on preferential allotment.

Since retail public shareholders hold merely 5.7% in PNB Housing, the parent company’s vote will be crucial for deciding the fate of the deal with Carlyle.

On 12 June, Mint first reported that the Securities and Exchange Board of India (Sebi) was scrutinizing the proposed 4,000 crore share sale by PNB Housing after SES —a proxy adviser— termed the deal “unfair and abusive" to minority shareholders, claiming that the pricing for the share sale had not be done in a just manner.

SES alleged PNB was giving away control of its unit to the Carlyle Group without seeking a “control premium", which it said was unfair.

As per the deal, Carlyle will invest up to 3,185 crore through a preferential allotment of shares and warrants at a price of 390 apiece.

Sebi termed the EGM notice on to the capital raising as “ultra vires" of the company’s Articles of Association (AoA), while directing PNB Housing not to act upon the proposed deal until the company undertakes a valuation of shares by an independent registered valuer.

PNB Housing challenged Sebi’s order before SAT. On 21 June, the tribunal allowed the company to conduct its EGM but to keep the voting results on the capital-raising agenda in a sealed cover until SAT pronounces its final order.

Apart from Carlyle 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, according to the deal.

As per the deal, post the allotment of equity and warrants, Carlyle through its affiliate Pluto Investments will have a 30.2% stake in PNB Housing. Carlyle, through a separate investment vehicle, Quality Investment Holdings, owns 32.2% in PNB Housing Finance. Cumulatively, Carlyle would have held about 50% after the capital raise.

Due to non-participation in the fundraise, PNB’s stake will get diluted from 32.6% to 20.3% if the proposed preferential allotment is consummated.

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