Sebi slams ICICI’s canvassing for I-Sec delisting

The e-voting for the delisting of Securities, which started on March 22, ended on March 26. During this period, shareholders of ICICI Securities claimed on social media that the bank's executives contacted them directly, asking them to vote in favour of the resolution that proposes to delist the broking subsidiary.

The regulator said it has observed that the outreach programme undertaken by the bank was inappropriate.

"Your Bank, being a promoter/ interested party, providing its perspective on the proposed transaction to shareholders of I-Sec cannot be said to be providing a balanced, factual position. There was a clear conflict of interest as your bank is the promoter with more than 74 % shareholding in I-Sec and an interested party in the transaction," Sebi's warning letter said.

Shareholders shared screenshots of call details and WhatsApp messages from bank staff with some of them alleging that executives asked them to share the One Time Password (OTP) in the . Some said the bank executives also asked ICICI Securities shareholders to share the screenshots of their voting.

"This has been viewed seriously. You are, therefore, warned to be careful in future and improve your compliance standards to avoid the recurrence of such instances, failing which action may be initiated in accordance with the provisions of the SEBI Act, 1992, and the Rules and Regulations framed thereunder." Sebi said in its warning letter.

ICICI Bank, in its response to the regulator's query, said that I-Sec and the bank had undertaken an outreach programme with the purported objective of maximising participation of I-Sec shareholders in the voting process and that I-Sec has shared the data of its shareholders with the bank on request. "The outreach was done in the face of a 'concerted campaign' on social media by some sophisticated shareholders of ICICI Securities against the scheme," the bank told the regulator.

Public shareholders of both ICICI Bank and ICICI Securities have approved the scheme of arrangement for delisting ICICI Securities through a share swap deal. As per the terms, for every 100 shares held, public shareholders in ICICI Securities would receive 67 shares of ICICI Bank.