ICICI Securities shareholders have okayed scheme of arrangement for de-listing of the company, following which it would become a wholly-owned subsidiary of ICICI Bank Ltd. The voting results suggested 83 per cent of the public institutions voted in favour of the scheme of arrangement while a strong 67.82 per cent of public non-institutions voted against the resolution. The NCLT convened meeting of the equity shareholders of ICICI Securities was held on Wednesday, March 27, 2024 at 5:30 pm.
A scheme is considered approved by the equity shareholders if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the equity Shareholders e-voting during the meeting or by remote e-voting. In the case of ICICI Securities, total votes in favour of the resolution stood at 71.88 per cent. The meeting was attended by 161 equity shareholders (including authorised representatives) through VC.
"We wish to inform you that the meeting was held on Wednesday, March 27, 2024 at 5:30 p.m. (1730 hours) IST through Video Conferencing/Other Audio-Visual Means for the purpose of considering and if thought fit, approving the arrangement embodied in the Scheme of Arrangement amongst ICICI Bank Limited (‘holding company’) and ICICI Securities and their respective shareholders pursuant to provisions of Section 230 of the Companies Act, 2013 (‘the Act’) and other applicable provisions," ICICI Securities said.
Based on the consolidated Scrutinizer’s reports dated March 28, 2024, the resolution for approval of the arrangement embodied in the scheme of arrangement amongst ICICI Bank Limited and ICICI Securities Limited and their respective shareholders as set out in the notice dated February 20, 2024 convening the meeting was passed with requisite statutory majority as prescribed under the provisions of Section 230 of the Companies Act, 2013.
It was also passed with requisite statutory majority of public shareholders under the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023); and with requisite statutory majority of public shareholders under Regulation 37 of the SEBI (Delisting of Equity Shares) Regulations, 2021.
ICICI bank will now merge its 75 per cent subsidiary ICICI Securities (ISEC) with itself offering investors 0.67 shares of ICICI Bank for every one share in ICICI Securities.
Last year, the ICICI Securities board approved a scheme of arrangement for delisting of its shares pursuant to which ICICI Bank will issue shares to the public shareholders of ICICI Securities in lieu of cancellation of their shares in the company, making it a wholly-owned subsidiary of ICICI Bank Limited. In November 2023, ICICI Securities received “No objection” and “No adverse observations” letters from BSE and NSE; and in January, NCLT cleared the merger.