Deal to trigger open offer
Pluto Investments S.a.r.l., an affiliated entity of Carlyle Asia Partners IV, LP and Carlyle Asia Partners V, LP will invest up to ₹3,185 crore in PNB Housing Finance Ltd.
The investment would be via preferential allotment of equity shares and warrants at ₹390 apiece.
This follows an approval by PNB Housing Finance’s board to raise of up to₹4,000 crore from a clutch of investors led by entities affiliated to The Carlyle Group Inc.
Existing shareholders PNB Housing Finance, funds managed by Ares SSG and General Atlantic are also participating in the capital raise. PNB will continue to be the promoter and a key stakeholder in PNB Housing Finance.
As per SEBI’s takeover regulations, the proposed transaction will trigger a mandatory open offer by Pluto Investments S.a.r.l. for the purchase of up to 26% equity shares of PNB Housing Finance from public shareholders.
As part of this transaction, Salisbury Investments Pvt. Ltd., the family investment vehicle of former HDFC Bank CEO and MD Aditya Puri, would also invest in the capital raise. Mr. Puri is expected to be nominated to the PNB Housing Finance board as a Carlyle nominee director in due course.
“The key objective of raising capital is to augment capital adequacy, reduce gearing and accelerate growth with a focus on retail housing including self-employed and affordable housing loans such as the Unnati segment,” PNB Housing Finance said in a filing.
“Assuming full capital infusion (including warrants) and no other change to the March 31 financials, the capital adequacy ratio as of March 31 would increase from 18.7% to over 28% and gearing as of March 31 will decline from 6.7x to less than 5x,” it said.
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