Brisk trading in NDB rights with high net worth investors seeing long term value

There has been considerable investor interest in the ongoing rights issue of the National Development Bank PLC closing later this week with 35.9 million rights transacted on the trading floor of the Colombo Stock Exchange up to Friday by way of 3,825 trades at a high of Rs. 2.50 per right when trading opened on April 27 and a low of 50 cents on Friday, stock analysts said.

Each new rights share will be issued at Rs. 75, with existing shareholders entitled to 28 new shares for every 61 they presently hold.

“The secondary market price of NDB was fairly close to the issue price at the time of the rights allotment,” a share broker said. “In that context many shareholders were interested in selling their rights at the best price they would command rather than taking new shares. Some market players sold some of their NDB shares soon after the rights issue announcement, planning to re-enter the stock at the lower rights price and possibly increasing their holdings with applications for additional shares. The early birds did better than those who transacted later.”

The last day for acceptance and payment for the new shares is May 5 when the issue closes with renunciation of rights entitlements closing the previous day.

Shares remaining unsubscribed will be initially allotted to Norfund up to 9.99% of the bank’ equity and thereafter, if available, to others including legal entities seeking unsubscribed shares. This will be subject Banking Act restrictions, NDB said in a circular.

A previous rights issue by the NDB several months ago was under-subscribed. In that context, the bank reached an agreements with the Norwegian Development Fund (Norfund), fully owned by the Government of Norway to take a stake in NDB by way of a private placement at a price of Rs. 82.50 a share – Rs. 7.50 higher than they were being offered to existing shareholders through the rights issue.

Analysts said that a total of approx. 106.78 million new shares were being offered by way of rights and approx. 37.6 million by way of the private placement with Norfund.

Existing shareholders were permitted the opportunity to apply for more than their rights entitlement at the same Rs. 75 rights price. Allotment of unsubscribed rights shares to such applicants would be on a “reasonable basis” depending on the availability and subject to restrictions under the Banking Act.

The rights share was considered a good long-term investment in the context of the price of both the rights and privately placed share was less than half the NDB’s net assets value per share which stood at Rs. 192.49.

“That’s the reason for the interest in the issue and the brisk trading of rights on the trading floor,” a broker explained. “Paying a small premium to acquire more than their entitlement was considered worthwhile by some high net worth long-term investors in this context.”

Additionally, there was also the factor that transaction cost applicable to secondary market deals do not apply to tights issues and is a further saving on cost.

Norfund’s only investment in Sri Lanka ahead of its entry into the NDB is a stake in Softlogic Life Insurance and it is looking for further potential investment here, according to NDB. The fund which has committed investments worth over USD 2.88 million up to the end of 2019 prioritizes investment in clean energy, financial institutions, green infrastructure and scalable enterprises aligned with UN sustainable development goals.

If it succeeds in achieving its objective of acquiring 9.99% of NDB equity, it will be the second largest shareholder of the bank behind the EPF which owns 10% Other big shareholders include the Bank of Ceylon (8.36%), Sri Lanka Insurance Corporation (SLIC) General Fund (6.39%), Life Fund (4.37%) and Dr. Sena Yaddehige (4.37%).

Softlogic Insurance, ETF, Perpetual Treasuries, Richard Pieris, HNB and Phoenix Ventures are the other big institutional shareholders. Individually, the biggest private shareholders are Messrs. Ashok Pathirage and Merril. J. Fernando.

The issue has been structured in a fashion that the maximum number of shares Norfund can subscribe for will not trigger the SEC’s mandatory offer requirements under its Takeovers and Mergers Code. This requires any investor acquiring 30% or more of a listed company to offer minority shareholders the highest price they have paid in the previous 12 months for that company’s shares.

NDB said the private placement will only take place if Norfund is unable to get the 9.99% stake under the rights issue.