RBL Bank IPO okayed with buyback rider

Lender will need to offer exit to thousands of investors

The Securities and Exchange Board of India (Sebi) has provided a conditional go-ahead for the Initial Public Offer (IPO) of equity in RBL Bank (formerly Ratnakar Bank).

According to people in the know, the market regulator has asked the private sector lender to offer an optional exit opportunity to its existing investors. This is because RBL has been in breach of the ‘deemed public issue’ norm in the Companies Act.

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From RBL’s draft prospectus, it had allotted shares through a rights issue to 2,591 investors on February 19, 2003, and to 1,969 investors on March 13, 2006. Under the earlier Companies Act of 1956, an unlisted company wasn’t allowed to allot securities to more than 49 investors in a financial year. The new Companies Act, of 2013, raised the cap to 200 investors but even with the revised norms, the number is well in excess of the limit.

“Sebi has given a nod if the buyback conditions are met,” said a banker working on the IPO. The buyback process is likely to take another three to four weeks, after which RBL might launch the offer, depending on market conditions, the banker added.

RBL is looking to raise Rs 1,100 crore through the proposed IPO. Apart from the new issue of shares, two existing shareholders —Beacon India Private Equity Fund and Gpe (India) — also plan to divest their holdings.

The allotment to the earlier lot of investors was done by RBL’s old guard, managing the affairs till 2010. Sebi had earlier said it was examining the “past violation”. RBL's draft prospectus was filed in June 2015. It stated, “Our bank has, in the past, made allotments of equity shares to more than 49 persons, not in compliance with the then applicable laws relating to a public offering of securities, and it may attract, among other things, sanctions, adjudicatory penalties, remedial directions and other adverse orders, from, amongst others, the registrar of companies and Sebi.”

Both RBL and Catholic Syrian Bank have been advised by the Reserve Bank of India over the past few years to gear up for an IPO.  The PJ Nayak committee report on governance issues of banks had also stated these two should list by December 2014.

As with RBL Bank, some other IPO-bound companies have faced issues with Sebi for having breached the investor cap prescribed in the Companies Act. One is diagnostics chain operator Thyrocare Technologies, which had got on board 200-odd investors. Thyrocare’s IPO hit the market next week. According to sources, Thyrocare and Sebi entered a consent settlement in which the former had to ensure buyback of certain shares from existing investors.

In December, Sebi had issued a clarification on this matter, providing more clarity to companies like RBL and Thyrocare. It had said companies in breach of the public issue norm could escape a penalty if they offered refunds to investors at an amount not less than the allotment price, along with interest of 15 per cent annually.

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RBL’S IPO TRAVAILS

• Unlisted company:
  Cannot allot shares to over 200 investors
   
• If ceiling breached:
  It is considered as a ‘deemed public issue’
   
• RBL Bank’s previous management:
  Allotted shares to over 2,500 investors
   
• The breach:
  Acted as a roadblock for RBL’s IPO
   
• In December:
  The markets regulator provided clarity on ‘deemed public issue’
   
• Now:
  The regulator okays RBL's IPO if it provides exit option to investors
   
• RBL will have to:
  Offer a buyback option to its existing investors
   
• The process:
  Could take 3-4 weeks following which the lender can launch its IPO