PNB HOUSING FINANCE LIMITED Letter of Offer
March 29, 2023
For Eligible Equity Shareholders only
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PNB Housing Finance Limited
Our Company was incorporated as "PNB Housing Finance Private Limited" on November 11, 1988 at New Delhi, as a private limited company under the Companies Act, 1956, with a certificate of incorporation granted by the Registrar of Companies, Delhi and Haryana at New Delhi (the "RoC"). Pursuant to the conversion of our Company to a public limited company, the name of our Company was changed to "PNB Housing Finance Limited" and the RoC certified the change of name upon conversion to a public limited company on December 30, 1989. For details of changes in name and registered office of our Company, see "General Information" beginning on page 89.
Registered and Corporate Office: 9th Floor, Antriksh Bhawan, 22 Kasturba Gandhi Marg, New Delhi 110 001, India
Tel: +91 11 2373 6857
Contact Person: Sanjay Jain, Company Secretary and Compliance Officer
E-mail: investor.services@pnbhousing.com; Website: www.pnbhousing.com
Corporate Identity Number: L65922DL1988PLC033856
OUR PROMOTER: PUNJAB NATIONAL BANK
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF PNB HOUSING FINANCE LIMITED (THE "COMPANY" OR THE
"ISSUER") ONLY
ISSUE OF UP TO 9,06,81,828# FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹10 EACH OF OUR COMPANY (THE "RIGHTS EQUITY SHARES") FOR CASH AT A PRICE OF ₹275 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ₹265 PER RIGHTS EQUITY SHARE) AGGREGATING UP TO ₹2,493.76# CRORES ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 29 RIGHTS EQUITY SHARES FOR EVERY 54 EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON, WEDNESDAY, APRIL 5, 2023 (THE "ISSUE"). FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" BEGINNING ON PAGE 358.
#Assuming full subscription. Subject to finalisation of the Basis of Allotment.
WILFUL DEFAULTER(S) OR FRAUDULENT BORROWER(S)
Neither our Company nor our Promoter or any of our Directors have been identified as Wilful Defaulter(s) or Fraudulent Borrower(s).
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of
losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of investors is invited to the statement of "Risk Factors" beginning on page 23.
COMPANY'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not
misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares of our Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE", and collectively, the "Stock Exchanges). Our Company has received "in-principle" approvals from BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to the Issue through their letters dated December 9, 2022 and December 8, 2022, respectively. Our Company will also make applications to BSE and NSE to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purposes of the Issue, the Designated Stock Exchange is NSE.
LEAD MANAGERS TO THE ISSUE | REGISTRAR TO THE | |||||||
ISSUE | ||||||||
Axis Capital Limited | BNP Paribas | BofA Securities India | J.P. Morgan India Private | Link Intime India Private | ||||
1st Floor, Axis House | 1-North Avenue | Limited | Limited | Limited | ||||
C-2 Wadia International Centre | Maker Maxity, Bandra Kurla | Ground Floor, "A" Wing | J.P. Morgan Tower, Off. | C-101, 247 Park | ||||
Pandurang Budhkar | Marg, | Complex | One BKC, "G" Block | C.S.T. Road | L.B.S. Marg, Vikhroli | |||
Worli | Bandra (E), Mumbai 400 051 | Bandra Kurla Complex | Kalina, Santacruz (East) | (West) | ||||
Mumbai 400 025 | Maharashtra, India | Bandra (East), Mumbai 400 | Mumbai 400 098 | Mumbai 400 083 | ||||
Maharashtra, India | Tel: +91 22 3370 4000 | 051 | Maharashtra, India | Maharashtra, India | ||||
Tel: +91 22 4325 2183 | E-mail: | Maharashtra, India | Tel: +91 22 6157 3000 | Tel: +91 22 4918 6200 | ||||
E-mail: | dl.pnbhfl.rights@asia.bnpparib | Tel: +91 22 6632 8000 | E-mail: | E-mail: | ||||
pnbhfl.rights@axiscap.in | as.com | E-mail: dg.pnbhf-rights- | pnbhf_rightsissue@jpmorgan. | pnbhfl.rights@linkintime.co | ||||
Investor | Grievance | ID: | Investor Grievance ID: | bofa@bofa.com | com | .in | ||
complaints@axiscap.in | indiainvestors.care@asia.bnpp | Investor Grievance ID: | Investor Grievance ID: | Investor Grievance ID: | ||||
Website: | aribas.com | dg.india_merchantbanking@b | investorsmb.jpmipl@jpmorgan | pnbhfl.rights@linkintime.co | ||||
www.axiscapital.co.in | Website: | ofa.com | .com | .in | ||||
Contact | Person: | Sagar | www.bnpparibas.co.in | Website: www.ml-india.com | Website: www.jpmipl.com | Website: | ||
Jatakiya/ Akash Aggarwal | Contact Person: Piyush | Contact Person: Sweta | Contact Person: Agrim Gupta | www.linkintime.co.in | ||||
SEBI | Registration | No.: | Ramchandani | Birdika | SEBI Registration No.: | Contact Person: Sumeet | ||
INM000012029 | SEBI Registration | No.: | SEBI Registration No.: | INM000002970 | Deshpande | |||
INM000011534 | INM000011625 | SEBI Registration No.: | ||||||
INR000004058 | ||||||||
ISSUE PROGRAMME | ||||||||
ISSUE OPENS ON | LAST DATE FOR ON MARKET | ISSUE CLOSES ON** | ||||||
RENUNCIATION* | ||||||||
THURSDAY, APRIL 13, 2023 | MONDAY, APRIL 24, 2023 | THURSDAY, APRIL 27, 2023 |
*Eligible Equity Shareholders are requested to ensure that renunciation through off market transfer is completed in such a manner that the Rights Entitlements are credited to the demat accounts of the Renouncees on or prior to the Issue Closing Date.
**Our Board or the Stakeholders' Relationship Committee will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
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TABLE OF CONTENTS | |
NOTICE TO INVESTORS | 12 |
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION | 15 |
FORWARD LOOKING STATEMENTS | 17 |
SUMMARY OF LETTER OF OFFER | 18 |
SECTION II: RISK FACTORS | 23 |
SECTION III: INTRODUCTION | 74 |
THE ISSUE | 74 |
SELECTED STATISTICAL INFORMATION | 75 |
GENERAL INFORMATION | 89 |
CAPITAL STRUCTURE | 96 |
OBJECTS OF THE ISSUE | 99 |
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS | 103 |
SECTION IV: ABOUT OUR COMPANY | 109 |
INDUSTRY OVERVIEW | 109 |
OUR BUSINESS | 145 |
OUR MANAGEMENT | 172 |
OUR PROMOTER | 186 |
DIVIDEND POLICY | 187 |
SECTION V: FINANCIAL INFORMATION | 188 |
FINANCIAL STATEMENTS | 188 |
OTHER FINANCIAL INFORMATION | 289 |
CAPITALISATION STATEMENT | 290 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF | |
OPERATIONS | 291 |
MARKET PRICE INFORMATION | 332 |
SECTION VI: LEGAL AND OTHER INFORMATION | 334 |
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS | 334 |
GOVERNMENT AND OTHER APPROVALS | 349 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 350 |
SECTION VII: ISSUE INFORMATION | 358 |
TERMS OF THE ISSUE | 358 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 382 |
RESTRICTIONS ON PURCHASES AND RESALES | 383 |
SECTION VIII: OTHER INFORMATION | 390 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 390 |
DECLARATION | 392 |
(i)
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates, requires or implies or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline, clarification or policy shall be to such legislation, act, regulation, rule, guideline, clarification or policy as amended, supplemented, re-enacted, or modified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI ICDR Regulations, the SEBI LODR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder.
The following list of capitalised terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.
Provided that terms used in "Summary of Letter of Offer", "Selected Statistical Information", "Statement of Possible Special Tax Benefits", "Financial Statements", "Outstanding Litigation and Material Developments" and "Terms of the Issue" beginning on pages 18, 75, 103, 188, 334 and 358 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections.
General Terms
Term | Description |
"Company", "Our Company", | PNB Housing Finance Limited, a public limited company incorporated under the |
"the Company", "the Issuer" or | Companies Act, 1956 and having its Registered and Corporate Office at 9th Floor, |
"PNBHF" | Antriksh Bhawan, 22 Kasturba Gandhi Marg, New Delhi 110 001, India |
"We", "Our", "Us", or "our | Unless the context otherwise requires, indicates or implies or unless otherwise specified, |
Group" | our Company along with our Subsidiaries, on a consolidated basis |
Company Related Terms
Term | Description | |
Articles of Association or Articles | Articles of Association of our Company, as amended from time to time | |
Audit Committee | Audit committee of our Board, as described in "Our Management - Committees of our | |
Board" on page 178 | ||
Auditors or Statutory Auditors | Joint statutory auditors of our Company, being, T R Chadha & Co. LLP, Chartered | |
Accountants and Singhi & Co., Chartered Accountants | ||
"Board of Directors", or "Board" | Board of directors of our Company or any duly constituted committee thereof | |
or "our Board" | ||
Corporate Social | Responsibility | Corporate social responsibility committee of our Board, as described in "Our |
Committee | Management - Committees of our Board" on page 178 | |
Directors | Directors on our Board, as may be appointed from time to time | |
Equity Shares | Equity shares of face value of ₹10 each of our Company | |
ESOP Scheme 2016 | PNB Housing Finance Limited Employee Stock Option Scheme - 2016 | |
ESOP Scheme 2018 | PNB Housing Finance Limited Employee Stock Option Scheme - 2018 | |
ESOP Scheme III 2022 | PNB Housing Employees Stock Option Scheme III 2022 | |
Independent Director(s) | Independent Director(s) on our Board as of the date of this Letter of Offer appointed as | |
per the Companies Act, 2013 and the SEBI LODR Regulations. For details of the | ||
Independent Directors, see "Our Management" beginning on page 172 | ||
"Key Managerial | Personnel" or | Key managerial personnel of our Company determined in accordance with Regulation |
"KMP" | 2(1)(bb) of the SEBI ICDR Regulations and as disclosed in "Our Management" | |
beginning on page 172 | ||
Limited Reviewed | Consolidated | Limited reviewed unaudited consolidated financial results of our Company for the nine |
Financial Statements | months ended December 31, 2022 with the comparatives for the nine months ended | |
December 31, 2021, prepared in accordance with the recognition and measurement | ||
principles laid down in Indian Accounting Standards 34 'Interim Financial Reporting' | ||
prescribed under Section 133 of the Companies Act, 2013, and other accounting | ||
principles generally accepted in India | ||
"Memorandum of Association" or | Memorandum of Association of our Company, as amended from time to time | |
"Memorandum" |
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Term | Description | |||
Nomination | and | Remuneration | Nomination and remuneration committee of our Board, as described in "Our | |
Committee | Management - Committees of our Board" on page 178 | |||
"Promoter" or "PNB" | The promoter of our Company, being Punjab National Bank | |||
Promoter Group | Entities constituting the promoter group of our Company in terms of Regulation 2(1)(pp) | |||
of the SEBI ICDR Regulations | ||||
"Registered | and | Corporate | Registered and corporate office of our Company situated at 9th Floor, Antriksh Bhawan, | |
Office" or "Registered Office" | 22 Kasturba Gandhi Marg, New Delhi 110 001, India | |||
"Restated Consolidated Financial | Restated consolidated financial statements of our Company as of and for the financial | |||
Statements" | years ended March 31, 2022, March 31, 2021 and March 31, 2020, comprising (i) the | |||
restated consolidated statement of assets and liabilities for the financial years ended | ||||
March 31, 2022, March 31, 2021 and March 31, 2020, (ii) the restated consolidated | ||||
statement of profit and loss (including other comprehensive income), the restated | ||||
consolidated statement of cash flows and the restated consolidated statement of changes | ||||
in equity for the financial years ended March 31, 2022, March 31, 2021 and March 31, | ||||
2020, and (iii) notes thereto prepared in terms of the requirements of the Companies Act, | ||||
2013, the SEBI ICDR Regulations and the Guidance Note on Reports in Company | ||||
Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time | ||||
Risk Management Committee | Risk management committee of our Board, as described in "Our Management - | |||
Committees of our Board" on page 178 | ||||
RSU Scheme 2020 | PNB Housing Restricted Stock Unit Scheme 2020 | |||
RSU Scheme 2022 | PNB Housing Restricted Stock Unit Scheme 2022 | |||
"Senior Management" | Senior management of our Company determined in accordance with Regulation | |||
2(1)(bbbb) of the SEBI ICDR Regulations and as disclosed in "Our Management" | ||||
beginning on page 172 | ||||
"Shareholders" | or | "Equity | Holders of the Equity Shares from time to time | |
Shareholders" | ||||
Stakeholders' Relationship | Stakeholders' relationship committee of our Board, as described in "Our Management - | |||
Committee | Committees of our Board" on page 178 | |||
Subsidiaries | Subsidiaries of our Company, namely, PHFL Home Loans and Services Limited and | |||
PEHEL Foundation |
Issue Related Terms
Term | Description |
"Abridged Letter of Offer" | The abridged letter of offer to be sent to the Eligible Equity Shareholders of our Company |
with respect to the Issue in accordance with the provisions of the SEBI ICDR Regulations | |
and the Companies Act | |
Additional Rights Equity Shares | The Rights Equity Shares applied or allotted under the Issue in addition to the Rights |
Entitlement | |
"Allotment" or "Allot" or | Allotment of Rights Equity Shares pursuant to the Issue |
"Allotted" | |
Allotment Accounts | The accounts opened with the Banker to the Issue, into which the Application Money |
blocked by ASBA Applicants in the ASBA Account, with respect to successful | |
Applicants, will be transferred on the Transfer Date in accordance with Section 40(3) of | |
the Companies Act | |
Allotment Account Bank | Bank which is a clearing member and registered with SEBI as a banker to an issue and |
with whom the Allotment Accounts will be opened, in this case being, HDFC Bank | |
Limited | |
Allotment Advice | The note or advice or intimation of Allotment sent to each successful Applicant who has |
been or is to be Allotted the Rights Equity Shares pursuant to the Issue after approval of | |
the Basis of Allotment by the Designated Stock Exchange | |
Allotment Date | Date on which the Allotment is made pursuant to the Issue |
Allottee(s) | Person(s) to whom the Rights Equity Shares are Allotted pursuant to the Issue |
Axis | Axis Capital Limited |
"Applicant(s)" or "Investor(s)" | Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to make an |
application for the Rights Equity Shares pursuant to the Issue in terms of this Letter of | |
Offer | |
Application | Application made through submission of the Application Form or plain paper Application |
to the Designated Branch(es) of the SCSBs or online/ electronic application through the | |
website of the SCSBs (if made available by such SCSBs) under the ASBA process, to | |
subscribe to the Rights Equity Shares at the Issue Price | |
Application Form | Unless the context otherwise requires, an application form used by an Applicant to make |
an application for the Allotment of Rights Equity Shares in the Issue |
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PNB Housing Finance Ltd. published this content on 31 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2023 10:14:04 UTC.
