IIFL Finance shareholders will vote Dec. 4 on a ₹64.14 billion securities issue that would give a Blackstone-linked investor a 15.57% stake and dilute existing holdings if the securities convert or warrants are exercised.
The company’s board approved the proposed issue Nov. 10. It comprises 85,548,173 compulsorily convertible preference shares (CCPS) and 21 million warrants, each priced at ₹602, for total consideration of ₹64,142,000,146. Singapore-incorporated Ingot SG Pte. Ltd., an investment vehicle linked to funds managed or advised by Blackstone affiliates, would subscribe for 83,056,478 CCPS worth nearly ₹50 billion.
The 15.57% ownership figure is calculated on a fully diluted basis, but does not count shares that could be issued through employee stock options granted or vested as of Nov. 10. The proposed new shares and warrants imply dilution for existing shareholders if the CCPS convert or the warrants are exercised.
Anchorage Capital Scheme II and Scheme III would subscribe for a combined ₹1.5 billion in CCPS. Promoter-group subscribers Nirmal Bhanwarlal Jain, Venkataraman Rajamani and Ardent Impex Private Limited would take the warrants. They must pay 25% of the warrant subscription amount upfront and the balance upon exercise. Each CCPS converts into one equity share within 17 months and 15 days of allotment; the warrants can be exercised within 18 months.
Reuters reported that IIFL Finance plans to use the capital to expand secured lending, particularly gold finance, and that the funds could support its credit ratings and borrowing costs. The exchange filing does not provide a detailed plan for deploying the proceeds. The company last raised equity through a May 2024 rights issue, allotting 42,394,270 shares at ₹300 each and raising ₹12.7183 billion, according to its annual report filing.
The extraordinary general meeting is scheduled for 12:30 a.m. ET (05:30 UTC) Dec. 4. Shareholders will also consider increasing authorized share capital, amending the company’s articles and redesignating Rajamani from joint managing director to non-executive, non-independent director. The proposal requires shareholder approval and other clearances, including from the Competition Commission of India and stock exchanges. The agreement would allow Ingot to nominate two non-executive directors while its combined holding with affiliates remains around 10% or higher, subject to its terms and shareholder approval. IIFL Finance said the proposed transaction would not change control of the company.
