India’s ICICI Securities gets shareholder nod to delist, setting up merger with ICICI Bank

BENGALURU: India’s ICICI Securities has secured shareholders’ nod to delist its stock, the brokerage said in the early hours of Thursday, paving the way to merge with parent and majority shareholder ICICI Bank.

About 71.9% of the brokerage’s minority shareholders voted in favour of delisting, exceeding the regulatory requirement of a two-thirds majority for a resolution to pass. Shares of ICICI Securities fell 4.5% in early trading, while ICICI Bank was up 1.2%.

Among public institutional investors, which own a total 16.68% in the company, 83.8% voted in favour of the delisting, while only 32% of non-institutional public shareholders, who hold 8.55% in the company, were in favour.

Norges Bank Investment Management, which holds a 3.2% stake through one of its funds, making it the largest public shareholder in ICICI Securities, has previously said it voted in favour of the deal.

ICICI Bank holds a roughly 75% stake in the brokerage and its vote is not considered. It said last June it would buy the remaining 25% in a share-swap deal and its stock has jumped 16% since then, raising the implied offer price to about 726 rupees as of Wednesday’s close. At this rate, ICICI Bank would pay about 59 billion rupees ($707.9 million) for the stake.

Still, the offer price is roughly 2% less than ICICI Securities’ last close of 741.70 rupees, which has irked some minority investors. Quantum Asset Management, which has a 0.21% stake in ICICI Securities and voted against the deal, estimates the offer price should be around 940 rupees per share, even based on the lowest multiple among the company’s listed peers.

“The dynamics have changed since they announced the delisting.

Ideally they should have withdrawn the offer and come up with a revised offer, which has not happened,” said George Thomas, an associate fund manager at Quantum Asset. The delisting will draw the curtain on ICICI Securities’ six-year run as a public company, during which its stock price has risen about 43%. Of that, it rose a mere 8% over the first five years, but has zoomed since the plan was proposed. ICICI Bank’s stock has jumped four-fold in this six-year period.