KATHMANDU, SEP 14 - 2012
Nepal Rastra Bank (NRB) is preparing to allow mergers between banks and financial institutions (BFIs) that have gone public and those that are yet to make an initial public offering (IPO). The central bank plans to expand the scope of the merger bylaws to allow such unions.
Two pairs of financial institutions, each with one partner yet to IPO, have applied to the central bank to combine. The first pair consists of Corporate Development Bank and Social Development Bank. The former has made an IPO but the latter is yet to issue ordinary shares. Likewise, Araniko Development Bank, which has IPOed, is planning to merge with Surya Development Bank which is yet to go public.
“After we insert a provision in the bylaws allowing such mergers, the door will be opened for other BFIs in a similar condition,” said an NRB official.
The central bank has sought the opinion of the Securities Board of Nepal (Sebon) and the Company Registrar’s Office regarding the matter. NRB officials said that both have given the green signal to such mergers.
“The stock market regulator has given a positive opinion for such a merger suggesting that it should be allowed after making sure that the public will have 30 percent of the shares in the merged BFI,” said an NRB official.
If a financial institution that has issued 30 percent of its shares to the public is merging with one that has not done so, the public’s share in the merged company will be less than 30 percent. “In such a situation, the public’s 30 percent stake can be maintained by issuing more shares,” said the NRB source.
Meanwhile, there is also nothing in the bylaws about cases in which neither of the potential merger partners has IPOed. “Yes, this can also be an issue for discussion as there is no provision for a merger of such BFIs,” said another NRB official.
Another provision the central bank is seeking to insert in the merger bylaws is that it would give recognition to the due diligent audit (DDA) conducted before the central bank has given a letter of intent (LoI) to the merging BFIs.
As per the current bylaws, BFIs going for a merger will have to conduct a DDA after getting an LoI from the central bank. BFIs have been demanding that the DDA conducted before the LoI is received be recognized by the central bank.
“A DDA before the merger process starts helps in building confidence among BFIs going for a merger as they can negotiate based on the findings of the DDA,” said the NRB official.
Keeping tabs on merged BFIs
Nepal Rastra Bank (NRB) is planning to set up a separate unit under the supervision department to look after the status of BFIs after their merger. Currently, there is a unit under the regulation department at NRB. The central bank is also planning to study the status of the BFIs that have merged so that appropriate measures can be taken considering their post-merger status.
Source: The Kathmandu Post
Nepal Rastra Bank (NRB) is preparing to allow mergers between banks and financial institutions (BFIs) that have gone public and those that are yet to make an initial public offering (IPO). The central bank plans to expand the scope of the merger bylaws to allow such unions.
Two pairs of financial institutions, each with one partner yet to IPO, have applied to the central bank to combine. The first pair consists of Corporate Development Bank and Social Development Bank. The former has made an IPO but the latter is yet to issue ordinary shares. Likewise, Araniko Development Bank, which has IPOed, is planning to merge with Surya Development Bank which is yet to go public.
“After we insert a provision in the bylaws allowing such mergers, the door will be opened for other BFIs in a similar condition,” said an NRB official.
The central bank has sought the opinion of the Securities Board of Nepal (Sebon) and the Company Registrar’s Office regarding the matter. NRB officials said that both have given the green signal to such mergers.
“The stock market regulator has given a positive opinion for such a merger suggesting that it should be allowed after making sure that the public will have 30 percent of the shares in the merged BFI,” said an NRB official.
If a financial institution that has issued 30 percent of its shares to the public is merging with one that has not done so, the public’s share in the merged company will be less than 30 percent. “In such a situation, the public’s 30 percent stake can be maintained by issuing more shares,” said the NRB source.
Meanwhile, there is also nothing in the bylaws about cases in which neither of the potential merger partners has IPOed. “Yes, this can also be an issue for discussion as there is no provision for a merger of such BFIs,” said another NRB official.
Another provision the central bank is seeking to insert in the merger bylaws is that it would give recognition to the due diligent audit (DDA) conducted before the central bank has given a letter of intent (LoI) to the merging BFIs.
As per the current bylaws, BFIs going for a merger will have to conduct a DDA after getting an LoI from the central bank. BFIs have been demanding that the DDA conducted before the LoI is received be recognized by the central bank.
“A DDA before the merger process starts helps in building confidence among BFIs going for a merger as they can negotiate based on the findings of the DDA,” said the NRB official.
Keeping tabs on merged BFIs
Nepal Rastra Bank (NRB) is planning to set up a separate unit under the supervision department to look after the status of BFIs after their merger. Currently, there is a unit under the regulation department at NRB. The central bank is also planning to study the status of the BFIs that have merged so that appropriate measures can be taken considering their post-merger status.
Source: The Kathmandu Post
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