Mumbai: City-based proxy advisory firm Stakeholders Empowerment Services (SES) has advised the shareholders of Yes Bank to vote against a proposal to raise $1billion, citing that the resolution is omnibus and may dilute over 5 per cent equity of the existing public shareholders.
It has also recommended opposing appointment of two independent directors — Pratima Sheorey and Rentala Chandrashekar — saying their tenure will exceed the stipulated 5-year term.
Shares of Yes Bank, which had gained 8.5 per cent so far this year as against a fall of 3.5 per cent of BSE Bankex, declined half a per cent to ?338 on Friday. Yes Bank had issued a notice to shareholders on April 26 seeking approval for various resolutions, including fund raising, appointment of independent directors and employee stock options for its employees as well as that of its subsidiaries. Shareholders have to respond through evoting between June 8 and 11.
The fund raising proposal, SES said, may potentially dilute around 7.87 per cent equity for the existing shareholders. The bank, however, said that the aggregate amount of the issue shall not result in an increase of subscribed equity capital by more than 10 per cent of the then issued subscribed equity. However, according to SES, the bank may raise funds in one or more tranches, and therefore the base value of equity capital for determining 10 per cent of the issue will keep on changing.
“SES raises concern regarding the proposed resolution and is of the opinion that the bank should go for rights issue to avoid dilution to existing minority shareholders,” said a note by SES.
“The dilution assumes importance in the ongoing battle between two promoters in which shareholders are unaware of the status of the legal battle,” cautioned the advisory firm.
SES reckons that institutional buyers participating in the QIP may exploit the arbitrage opportunity arising due to the discount of up to 5 per cent to the floor price.
However, Yes Bank clarified that the maximum possible dilution due to the current proposal of 75 million stock options is to the extent of 3.26 per cent only, which is well below the 5 per cent benchmarking of proxy advisory firms.
“The proposed resolution is only an enabling approval for issuance of the capital through route of QIP/ADR/GDR, etc,” said Yes Bank spokesperson. “The decision with respect to size and timing shall be taken depending upon market conditions, growth prospects, actual capital position amongst other key parameters.”
The proxy firm has also recommended opposing the appointment of two independent directors, saying their tenure will cross the 5-year period.
The board appointed two directors on April 26, 2018, but the bank wants these directors to be appointed as independent directors from June 12 for a term of 5 years. Citing the section 149(10), which states that an independent director shall hold office for a term of up to 5 consecutive years, SES believes that the aggregate term proposed will exceed 5 years as stipulated under the Act.