PNB Housing Finance Limited (PNBHFL), on Monday, announced that its board has approved a capital-raise of up to ₹4,000 crore, led by entities affiliated to The Carlyle Group.

Pluto Investments S.a.r.l., an affiliated entity of Carlyle Asia Partners IV, LP and Carlyle Asia Partners V, LP (together, ‘Carlyle’) has agreed to invest up to ₹3,185 crore through a preferential allotment of equity shares and warrantsat a price of ₹390 per share.

Existing shareholders of PNBHFL, funds managed by Ares SSG and General Atlantic, are also participating in the capital-raise. PNB will continue to be the promoter and key stakeholder in the company. PNB had earlier conveyed it will not be participating in any capital-raise of PNBHFL.

Mandatory open offer

The proposed Carlyle-led transaction will trigger a mandatory open offer by Pluto Investments S.a.r.l. for the purchase of up to 26 per cent equity shares of PNBHFL from public shareholders.

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As part of this transaction, Salisbury Investments Pvt Ltd, the family investment vehicle of Aditya Puri, Senior Advisor for Carlyle in Asia and the former CEO & Managing Director of HDFC Bank, will also invest in the capital raise.

Aditya Puri is expected to be nominated to the PNBHFL Board as a Carlyle-nominee director in due course.

Hardayal Prasad, Managing Director and CEO of PNB Housing Finance, said in a statement: “This fund raiseand Carlyle’s continued support puts us in a strong position to benefit from the growing opportunities in the housing finance sector, including in the affordable housing loans and self-employed segments, where we have developed differentiated capabilities in terms of distribution, underwriting and customer service. The current fund raise and planned strengthening of the board and management team will enable us to accelerate our strategic priorities, including further expanding our footprint, driving the company’s digitalisation, improving our operating model and customer engagement.”

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Sunil Kaul, Managing Director of the Carlyle Asia advisory team, said: “We have developed a strong partnership with PNB Housing Finance since our investment six years ago, leveraging our industry expertise and networks to help the company navigate sector headwinds, strengthen its business, and position it for future growth. This substantial additional investment reflects Carlyle’s strong commitment to India as a core market. We look forward to continuing our partnership with a leading bank like PNB to support the company as it embarks on a new growth journey.”

Mallikarjuna Rao, Managing Director and CEO of Punjab National Bank, said: “This capital-raise will significantly strengthen PNB Housing Finance’s capital base. We’re delighted for them to reach this milestone, and to see the encouraging improvement in industry dynamics. We are strongly committed to supporting PNB Housing Finance’s future success, and look forward to continuing our partnership with Carlyle and PNB Housing Finance.”

Key objective

The key objective of raising capital is to augment capital adequacy, reduce gearing and accelerate growth with a focus on retail housing, including self-employed and affordable housing loans such as the Unnati segment.

On Monday, the shares of PNBHFL hit upper circuit at ₹525.65, which was 20 per cent higher over the previous close of ₹438.05 on the national stock exchange.

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