Shares up put up Carlyle deal, high PNB Housing execs offered off ESOPs

The controversial Rs 4,000-crore share allotment by PNB Housing Finance to a clutch of traders led by The Carlyle Group has prompted questions from the market regulator. But as PNBHF’s share value doubled following the May 31 announcement, data analysed by The Indian Express present that senior executives of the corporate, in management roles, rushed to monetise a hefty chunk of their worker inventory choices (ESOPs).
In truth, between June 2 and June 22, not less than 23 senior executives of the corporate offered their shares price an mixture of over Rs 13 crore.
The high 5 by variety of ESOPs offered: Nitant Desai, Chief Technology Officer who offered 35,982 shares (99.2% of his ESOP holding); Manoj Kumar, head of North and East (17,462 shares, 76.6%); zonal assortment supervisor Sushant Kumar (13,000 shares, 100%); Pankaj Jain, zonal head, south (12,700 shares, 47.8%); and Rajan Suri, enterprise head (12,140 shares, 64.3%).
They offered their shares after June 9 when its common worth was at a document excessive of over Rs 700 – virtually twice that of their common acquisition value.

A scrutiny of the corporate’s disclosures exhibits that after the surge, whereas seven workers offered their total ESOP holding as on date, most of them offered greater than half of their shareholding.
In, not less than, three instances. workers acquired the ESOPs (vested to them) on June 10 and offered a big a part of it by June 17. The acquisition of the share was at a pre-determined value of Rs 338 per share.
These trades are inside the regulatory framework of Sebi’s Insider Trading Regulations as they have been performed 48 hours after the board announcement on May 31.

Market consultants attribute the sale to 2 components: one, the sharp rise within the share value and, two, the controversy over the PNBHF board’s allotment which is now the topic of a Sebi discover.
Indeed, information exhibits that of the entire share sale by workers price Rs 13 crore, shares price over Rs 12 crore have been offered by these workers after June 7.
Significantly, it was on June 7, that proxy advisory agency Stakeholders’ Empowerment Services (SES), on the behest of minority shareholders, launched its report alleging that the PNBHF board decision on the preferential difficulty was “(an) unfair transaction, against public shareholders and PNB”.
On the pricing of the choice share at Rs 390, PNBHF, the report stated, ignored its Articles of Association which known as for the value to be “determined by the valuation of a registered valuer”.
While a share of PNB Housing Finance closed at Rs 437.7 on May 28, it jumped to Rs 525 on May 31 and closed at Rs 880 on June 7 — doubling in six buying and selling periods.
Responding to queries mailed by The Indian Express, the corporate stated, “These transactions were in compliance with Insider Trading Policy of the Company. The Company has informed the stock exchange on May 25, 2021 about holding of board meeting to consider fund raising…As per SEBI (Prohibition of insider trading) Regulation of 2015 and the Insider Trading Policy of the Company, the trading window for dealing in securities of the Company was closed from May 26, 2021 up till June 2, 2021 for the designated employees of the Company. Post opening of trading window, some of the employees have exercised their right to transact shares of the Company permitted as per Insider Trading Policy of the Company. The Company has reported transactions of employees to stock exchanges. The capital raise proposal and its contents were in public domain, refer our communication dated May 31, 2021, to the stock exchanges.”

On June 18, 2021, Securities and Exchange Board of India issued a letter to PNBHF that the decision referring to “issue of securities of the company” within the EGM discover dated May 31, is “ultra-vires” of the corporate’s Articles of Association and it shouldn’t be acted upon till the corporate undertakes the valuation of shares — as prescribed in its AoA – by an unbiased registered valuer.
The firm moved the Securities Appellate Tribunal on Monday (June 21) and obtained the go-ahead for the its EGM that was held the following day. The Tribunal nevertheless, directed the corporate to not declare the outcomes of the voting.