PNB Housing Finance to raise up to Rs 4,000 cr from Carlyle Group entities, others

PNB Housing Finance's board has approved a capital raise of up to Rs 4,000 crore, led by entities affiliated to The Carlyle Group Inc, the company said in a regulatory filing. The board also gave a nod for issuing and allotment of the securities by way of preferential allotment on a private placement basis, subject to the approval of the shareholders of the company and of such other regulatory/ governmental authorities as may be required, it added. 

The board has approved a preferential allotment on a private placement basis, an aggregate of 8,20,51,281 equity shares and 2,05,12,820 warrants exchangeable into equity shares at a price of Rs 390 per share warrant to Pluto Investments S.a r.l, Salisbury Investments Pvt Ltd, General Atlantic Singapore Fund FII Pte Ltd and Alpha Investments V Pte. Ltd in specified proportions for cash consideration aggregating to approximately Rs 4,000 crore, the company added. 

PNB Housing Finance said Pluto Investments, an affiliated entity of Carlyle Asia Partners IV, L.P. and Carlyle Asia Partners V, L.P. (together Carlyle) has agreed to invest up to Rs 3,185 crore through a preferential allotment of equity shares and warrants at a price of Rs 390 per share. 

Existing shareholders of the company, the funds managed by Ares SSG and General Atlantic are also participating in the capital raise, the company said. PNB Housing Finance said as part of this transaction, Salisbury Investments, the family investment vehicle of Aditya Puri, senior advisor for Carlyle in Asia and the former CEO and MD of HDFC Bank, will also invest. Aditya Puri is expected to be nominated to the PNB Housing Finance Board as a Carlyle nominee Director in due course, the company added. PNB Housing Finance has executed a share subscription agreement with each of the proposed allottees -- Pluto (Pluto SSA), General Atlantic Singapore Fund FII Pte Ltd, Alpha Investments V Pte. Ltd and Salisbury Investments Private Ltd. 

PNB Housing Finance said this has also triggered an obligation on Pluto and Salisbury Investments to make an open offer to the shareholders of the company in accordance with the provisions of the Securities and Exchange Board of India (Sebi). Quality Investment Holdings of Carlyle Group (QIH) (i.e. a person acting in concert with Pluto) holds 5,41,92,300 equity shares of the company as of the date of this disclosure. Both QIH and Pluto belong to the group of entities doing business globally as 'The Carlyle Group'. PNB Housing Finance said each of QIH, Pluto and Salisbury Investments will be classified as part of the “promoter group” of the company, following the completion of the transactions under Pluto SSA and Salisbury SSA, respectively. Punjab National Bank will continue to be classified as part of the “promoter group” following the completion of this transaction.