SEBI warns ICICI Bank for "inappropriate" ICICI Securities delisting outreach

New Delhi [India], June 6 : Financial market regulator Securities and Exchange Board of India (SEBI) has on Thursday issued an administrative warning on the outreach undertaken by the ICICI Bank regarding the delisting of equity shares of ICICI Securities.
ICICI Securities in late March this year secured the votes needed to delist its stock.
The market regulator, in a letter to the Bank dated June 6 noted that it received several complaints from shareholders of ICICI Securities (I-Sec) alleging, that they had received multiple calls or messages from the Bank officials to vote in favour of the delisting scheme.
SEBI also said that ICICI Securities received repeated calls insisting on voting and seeking screenshots of voting.
Bank officials asking for screenshots from the shareholders was inappropriate, SEBI said.
To SEBI's query in the matter, ICICI Bank had said they (I-Sec and the Bank) had undertaken an outreach programme with the purported objective of maximising participation of ICICI Securities shareholders in the voting process and that the brokerage has shared the data of its shareholders with the Bank at SEBI's request.
The Bank said it reached out to those shareholders of I-Sec who were either shareholders or customers of the Bank.
"...the outreach programme was undertaken with the objective of maximising participation in the voting process," ICICI Bank told SEBI.
The Bank further said that the outreach was done in face of what it termed a 'concerted campaign' on social media by some "sophisticated" shareholders of ICICI securities against the delisting scheme.
"While your Bank has submitted that the outreach programme was undertaken merely to explain the scheme and for maximizing shareholders' participation, however, based on the examination of the investor complaints, it was observed that some of the officials of your Bank have gone beyond the outreach programme by making repeated calls, asking for screenshots of voting etc," SEBI said in its observation.
Further, from one of the call recordings shared, SEBI said it was observed that the shareholder of I-Sec was informed by the Bank officials that opting for the scheme would be beneficial, which was clearly beyond an outreach programme.
"As such it appears from the complaints that your Bank officials went beyond the remit of the outreach programme," SEBI observed.
The Bank had submitted that "they reached out to public shareholders of /GIG/ Securities to ensure that they have a balanced factual position that includes the perspective of /GIG/ Bank."
To that argument, SEBI said the Bank, being a promoter or interested party, providing its perspective on the proposed transaction to shareholders of I-Sec cannot be said to be providing a balanced factual position.
SEBI said there was a clear conflict of interest as the bank is the promoter with more than 74 per cent shareholding in I-Sec and an interested party in the transaction. SEBI concluded that the outreach programme undertaken by the Bank was inappropriate.
"This has been viewed seriously. You are, therefore, warned to be careful in future and improve your compliance standards to avoid recurrence of such instances," SEBI said, adding that failing which necessary actions may be initiated.
SEBI asked the Bank to thoroughly examine the complaints received by it directly or through the SCORES portal for any violations of guidelines of the outreach programme, and take action against such officials as the Bank may deem fit.