The Securities and Exchange Board of India (SEBI) will probe the share sale worth Rs 4,000 crore carried out by Punjab National Bank (PNB) Housing Finance Limited to a group of investors and led by a private equity firm Carlyle Group.
The Ministry of Finance is also looking into this deal, said a MoneyControl report, quoting an anonymous source.
The development comes after Stakeholders Empowerment Services (SES), an institutional investor advisory firm, claimed that by opting for a preferential allotment in housing finance, PNB would lose at least Rs 2,000 crore. It added that the deal is unfair to the mortgage lender’s minority shareholders and ultra vires the existing law.
The SES has also alleged that PNB was giving away control of its unit to the Carlyle Group, an American private equity firm, without seeking a “control premium".
Besides, the firm also asserts that the PNB-Carlyle Group deal violates the Articles of Association (AoA) of the home financier. In its statement, SES has highlighted that 85 percent of the shareholders were part of the deal and only the public shareholders were left out.
The institutional advisory firm has also raised concerns about the PNB willingly surrendering control to Carlyle group without extracting fair compensation. It also raised questions on the PNB board agreeing to a preferential offer at a discount to book value.
Earlier on May 31, a group of investors led by the Carlyle Group had announced an investment of Rs 4,000 crore in PNB Housing Finance, a listed entity.
Speaking to CNBC TV18 on the same day, SS Mallikarjuna Rao, MD & CEO of PNB, said, “Carlyle is an investor; it cannot be a promoter. PNB has been a promoter and as per the Reserve Bank of India (RBI) guidelines, we can continue to be promoters even if our stake comes to around 20 percent.”
According to a report by The Hindu Business Line, the PNB Housing Finance has said that it sees no merit in SES concerns around 'unfair deal for minority shareholders'. However, the stock exchanges have asked PNB Housing Finance to share the details of the deal.