Burman Family's Open Offer for Religare Enterprises Cleared by RBI
Moneylife Digital Team 10 December 2024
The Reserve Bank of India (RBI) has approved the Burman family's open offer for Religare Enterprises Ltd (REL). In a regulatory filing, REL says it received a letter dated 9 December 2024 from RBI conveying the central bank's approval for the proposed increase in shareholding by existing shareholders from the Dabur owner family. On Tuesday, REL ended 3.75% up at Rs288 on the BSE, while the 30-share Sensex closed flat at 81,510 points.
 
In the letter, RBI says, "...we convey our approval for the proposed increase in shareholding of existing shareholders (hereon referred to as 'acquirers' viz. Puran Associates Pvt Ltd, VIC Enterprises Pvt Ltd, MB Finmart Pvt Ltd and Milky Investment & Trading Company) in terms of para 27 of Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016 dated 25 August  2016, as amended from time to time."
 
The approval is subject to certain conditions. "The acquirers are advised to consolidate the non-banking finance companies (NBFCs) in the resulting structure or group (both Burman and Religare group) at the earliest and not later than 31 March 2026. In this regard, the acquirers are advised to submit a concrete and specific consolidation plan, with specific timelines, duly supported by board resolutions from each of the NBFCs within the groups, within 90 days from the date of this communication."
 
"REL shall inform RBI about the date on which the acquirers have acquired 26% or more of the paid-up share capital of the NBFC," it added.
 
In September 2023, the Burman family, through its group entities, made an open offer for REL. The Burman family holds a 21% stake in REL through MB Finmart, Puran Associates, VIC Enterprises and Milky Investment & Trading.
 
The open offer to the public shareholders was at Rs235 per equity share aggregating a total consideration of Rs2,116 crore assuming full acceptance of the open offer, subject to the terms and conditions mentioned in the public announcement dated 25 September 2023 and to be set out in the detailed public statement and the letter of offer that are proposed to be issued in accordance with the Securities and Exchange Board of India (SEBI) (Substantial Acquisition of Shares and Takeovers) (SAST) Regulations.
 
The proposed combination envisages the acquisition of 5.27% of the total issued and outstanding equity share capital of Religare through open market purchases and an open offer for up to 26% of the total expanded voting share capital of Religare under the provisions of the SEBI (SAST) Regulations, 2011.
 
 
REL is registered as a systematically important non-deposit-accepting NBFC and as a core investment company with the RBI. It is engaged in the financial services business through its subsidiaries and operating entities, specifically in the business of general insurance, provision of loans to SMEs, housing finance and retail broking.
 
In July this year, while slapping a penalty of Rs1 crore on Care Health Insurance Ltd (CHIL), the insurance regulatory and development authority of India (IRDAI) asked the subsidiary of Religare Enterprises Ltd to buy back within 30 days 7.57mn (million) shares allotted to Dr Rashmi Saluja, the non-executive director and chairperson of Religare. 
 
The ESOP shares in question are valued at around Rs250 crore and have become a point of contention between the Religare board, led by Dr Saluja and the Burman family, which has invested around Rs900 crore to Rs1,000 crore in Religare. 
 
In a letter on 10 May 2022, IRDAI directed CHIL to refrain from issuing stock options to Dr Saluja as per the 2016 remuneration guidelines issued by the regulator. 
 
However, it found that CHIL granted 22.71mn ESOPs, of which 7.57mn ESOPs were exercised by Dr Saluja on 4 October 2023, even after the rejection of the request to approve the issuance of ESOPs by IRDAI. (Read: IRDAI Slaps Rs1 Crore Penalty on Care Health Insurance, Asks It To Buy Back ESOPs from Religare Chief Rashmi Saluja
 
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