The proposed merger will also avoid a potential conflict of interest for HDFC to grow its affordable housing loan portfolio.
Under the proposed merger, 568 equity shares (of face value Rs 10 each) of Bandhan Bank will be issued for every 1,000 equity shares of Gruh (with face value Rs 2 each). The shares of both the companies closed lower. Bandhan Bank’s stock was down 5.2 per cent at Rs 501 per share; Gruh Finance’s share also dipped 3.86 per cent to Rs 306 per share. The combined market capitalisation of Bandhan Bank and Gruh is Rs 82,207 crore.
“The business models of Gruh and Bandhan Bank are not very different, and there are a lot of synergies. Effectively, the net interest margin for the merged entity should come down to 8.6-8.8 per cent,” said Kajal Gandhi, banking analyst with ICICI Securities.
After the merger, the shareholding of Bandhan Financial Holdings in Bandhan Bank will reduce from 82.3 per cent to 61 per cent. The bank informed the stock exchanges it had appointed two independent directors on the board, Anup Kumar Sinha and Santanu Mukherjee. Sinha will be part-time chairman of the bank for three years.
Asked when the promoter’s stake would go down to 40 per cent, as required under the norms, Bandhan Bank Managing Director and Chief Executive Officer Chandra Shekhar Ghosh said, “This merger is a strategic decision and we have just started. It is not only about dilution. We have a good plan that will help shareholders and bring value addition.” He did not disclose a timeline or method for bringing down the stake to 40 per cent.
The RBI imposed penalties on the bank after it missed the September deadline to bring the promoter entity’s (owned by Ghosh) stake, in line with bank-ownership rules. The RBI froze further increases in Ghosh’s pay and withdrew the bank’s right to open new branches without approval. The board of directors of Bandhan Bank and Gruh approved the merger, which would be subject to regulatory and shareholder approvals.
After the merger, HDFC will have about a 15 per cent stake in the Bandhan Bank. This is more than what Reserve Bank of India’s rules permit investor to hold stake in bank.
Referring to HDFC stake in Bandhan Bank, HDFC Chairman Deepak Parekh said, “NBFCs are allowed to hold 9.9 per cent stake. With this merger, our holding in Bandhan will be a little under 15 per cent, we will request the Reserve Bank of India (RBI) to let us keep the stake or we will need to sell the remaining. Even 9.9 per cent requires the RBI approval but up to five per cent is automatic.”
On whether HDFC can hold stake in two banks, he said for HDFC, Bandhan is a financial investment. The company held 4.5 per cent stake in RBL Bank when it started. So the merger is subject to the RBI approvals and we will request the RBI, Parekh added.
After the merger, Bandhan Bank would have outstanding loan book of Rs 50,036 crore. This is based on pro-forma financials as of September 30, 2018. The loan book would consist of micro loans (58 per cent), retail home loans (28 per cent), and other loans (14 per cent).
Combined distribution network would comprise 4,182 banking outlets and 476 ATMs across 34 states and union territories of India. A merged entity would have more than 31,000 employees serving about 15 million customers across the country.
The merger would help Bandhan Bank achieve product and geographic diversification while improving penetration in its core customer segment.
Gruh will get access to a wider distribution network, a larger customer base and low cost deposit base of Bandhan Bank, Ghosh said.