Equitas Holdings Ltd (EHL) has proposed a new scheme of arrangement to list its small financing bank arm ESFB after being denied an extension to the listing deadline by the RBI as well as approval to reverse merger proposal by SEBI. Under the new scheme, EHL has proposed to capitalise free reserves of Equitas Small Finance Bank (ESFB) and issue shares of the subsidiary to its shareholders without cash consideration. EHL is the promoter and holding company of Equitas Small Finance Bank (ESFB) and is a listed company.
Under the RBI's regulatory requirements, ESFB was to be listed on capital markets on or before September 4, 2019 and have a networth of Rs 500 crore. EHL had also approached SEBI with a reverse merger proposal but the regulator turned down the request. "As the regulator did not approve the proposal, the Boards of EHL and ESFB approved a Scheme of Arrangement," EHL said in a regulatory filing. "The boards of EHL and ESFB had approved a Scheme of Arrangement wherein, ESFB would capitalize its free reserves and issue shares of ESFB to the shareholders of EHL without cash consideration, in proportion to their holding in EHL," the filing said.
This scheme of arrangement is subject to approval from SEBI, RBI, NCLT, shareholders and creditors. "ESFB had applied to SEBI for its approval of this Scheme. Post such an approval, application to NCLT is required to be made for the remaining approvals. "In case the Scheme of Arrangement does not get approved, ESFB would be taking immediate steps for an IPO and get its shares listed as soon as possible," EHL said in the filing. Earlier, the RBI had turned down ESFB's request for extension of timeline for listing of shares of the banking entity saying it "cannot be acceded to". Besides, the RBI has put curbs with immediate effect on ESFB to open new branches till further advice. Also, the remuneration of the MD & CEO of ESFB stands frozen, at the existing level, till further advice, the RBI said. The RBI has also said that it can put further restrictions if the bank fails to make satisfactory progress towards listing of its shares.
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