PNB Housing Finance terminates deal with Carlyle on lack of visibility on legal issues

"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. Accordingly, at a meeting held today, the Board has decided not to proceed with the Preferential Issue and the share subscription agreements executed with the Proposed Allottees have been terminated in accordance with their respective terms. We have been informed that consequently, Pluto Investments S.a.r.l (together with persons acting in concert) will be initiating the process to withdraw the open offer made by them (at Rs 403.22 Takeovers) per share)," PNB Housing Finance said in a filing. 

It said 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. 

The Board further 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 Issue, are pending and it is unclear whether such approvals will be forthcoming while the legal proceedings are ongoing. Therefore, the Company's capital raising plans will be further delayed and such uncertainty will continue. 

PNB Housing Finance said the proposed preferential issue has been held up for over four months  (after already having taken over two years), due to the pending legal proceeding before the Securities Appellate Tribunal (SAT). 

On June 20, markets regulator SEBI has restrained PNB Housing Finance from going ahead with the preferential allotment to Carlyle Group in a Rs 4000 crore issue.  

The SEBI had held the allotment of shares as "ultra vires of AOA".   

In a letter to PNB Housing Finance, it said: "The current resolution bearing item no. 1 (Issue of Securities of the company and matters related therewith) of EGM notice dated May, 31, 2021 is ultra vires of AOA and shall not be acted upon until the company undertakes the valuation of shares as prescribed under 19(2) of AOA, for purpose of preferential allotment, from an independent registered valuer as per the provisions of applicable laws."  

There has been a controversy on the valuation of PNB Housing shares and the allotment to Carlyle Group.  

SEBI said: "The said report shall be considered by the Company's Board while deciding on the preferential issue of shares and warrants. The Company shall disclose the contents of this letter to the Stock exchanges in terms of provisions of Regulation 30 of the SEBI (LODR) Regulations, 2015."