ICICI Securities, ICICI Bank clarifies on "concerted campaign against the proposal"

ICICI Securities Ltd on Thursday issued a clarification on media reports that suggested retail shareholders of ICICI Securities were contacted by the employees of ICICI Bank Ltd in connection with the delisting of ICICI Securities. In its clarification, ICICI Securities said a concerted campaign against the delisting proposal, using social media and involving extensive outreach to retail shareholders was undertaken by those opposed to the proposed scheme.

Given the large number of retail shareholders in both ICICI Bank and ICICI Securities and the fact that the proposed scheme was the first such scheme under Regulation 37 of the SEBI (Delisting of Equity Shares) Regulations, 2021, ICICI Bank and ICICI Securities have been undertaking efforts to reach out to equity shareholders with a view to explain the proposed scheme and the e-voting process with the primary objective of maximising participation in the vote, ICICI Securities said.

"In this regard, please note that there is an overlap between the categories of shareholders and retail customers across both entities. ICICI Securities had also engaged the services of a third party for this purpose as is often done in similar such cases. The approach in the outreach was to explain the Scheme, facilitate voting and to not pursue repeated engagement if declined by the shareholder. As may be seen from the voting period dates mentioned above, March 23 (Saturday), March 24 (Sunday) and March 25 (Holi)," it said.

ICICI Securities said the share exchange ratio for the proposed merger scheme is as per the joint valuation exercise conducted by two independent valuers. Two merchant bankers have delivered independent fairness opinions to ICICI Bank and ICICI Securities separately.

ICICI Bank and ICICI Securities received no adverse observations, no-objection letters regarding the Scheme from NSE and BSE on November 28, 2023 and November 29, 2023 respectively. "It may also be noted that four independent proxy advisory firms recommended voting for the resolution to approve the proposed Scheme to shareholders of both ICICI Bank and ICICI Securities. However, a concerted campaign against the proposal, using social media and involving extensive outreach to retail shareholders was undertaken by those opposed to the proposed scheme," ICICI Securities said.

Pursuant to the decision and recommendation of its board , ICICI Securities said the proposed scheme is in the best interests of shareholders of both ICICI Securities and ICICI Bank and that it felt that it was important to reach out to retail shareholders to maximise participation in and to facilitate a considered outcome of the voting exercise," it said.

The proposed merger scheme was approved by 71.9 per cent equity shareholders, which was in excess of the requisite majority of two-thirds of the public shareholders’ votes required under applicable SEBI regulation