*Will Navara have tier capital of Rs. 2.5 billon when it did not have own funds to buy the savings bank?
By Ravi Ladduwahetty
Hot on the heels of the National Savings Bank- The Finance Company fiasco, comes the bizarre scandal of another listed bank- The Merchant Bank of Sri Lanka PLC where the pioneering merchant bank has provided a loan of Rs. 1 billion to Navara Capital to purchase 67% of its subsidiary MBSL Savings Bank, where Sri Lanka’s commercial legislation does not provide for Leveraged Buy Outs.
Top market sources and bank insiders allege that the parent company Merchant Bank of Sri Lanka has offered the loan to Navara Capital but only Rs. 100 million has been paid upfront and where it has been agreed that Navara will pay only Rs. 500 million vis a vis the Rs. 800 million offered by Taprobane Holdings for the purchase of the same stake in the troubled Savings Bank.
Market sources and Merchant Bank insiders are challenging the credibility of Navara as to its capability of infusing the Tier Capital of Rs. 2.5 billion which was the reason as to why Merchant Bank was selling a controlling stake of MBSL Savings Bank and why Merchant Bank was selling the savings bank to a party for capital infusion when it did not have funds to buy the bank in the first place!!
MBSL Savings Bank formerly known as Ceylinco Savings Bank is a specialized Licensed Savings Bank in Sri Lanka similar to National Savings Bank (NSB). Ceylinco Savings Bank was (78%) acquired by Merchant Bank PLC during the financial crisis and has been converted to a manageable entity.
MBSL Savings Bank has been sold to Navara Capital for a very lower price than the price approved by the Board of Directors of Merchant Bank PLC.
In a letter addressed to M.R. Shah Chairman of Merchant Bank of Sri Lanka in March 2011 by Navara Capital Ltd, expressing interest to purchase the Bank subject to a price negotiated by both parties, the Board of MBSL decided to offer ordinary shares at Rs. 4.50 per share.
Surprisingly, two weeks later a similar offer was made by Taprobane Securities (Pvt) Ltd Mr. Dinal Wijemane made an offer to Mr. M.R. Shah Chairman of Merchant Bank referring to a mutual discussion they had with Taprobane Chairman Ajith Devasurendra offering Rs. 4/* for Voting share & to Rs. 2.25/* for Non voting share and further indicated that MBSL provide a loan facility up to 40% shares from MBSL to be paid in six months.
In response to this the Board of MBSL authorized it’s Chairman Mr. M.R. Shah to negotiate with Taprobane Securities (Pvt) Ltd as follows;
(i) 53% of the voting ordinary shares at Rs. 4.50 per share.
(ii) 72.38% of the non voting ordinary shares at Rs.2.70/* per share.
(iii) Retain a balance of 15% of the voting shares as an investment
(iv) MBSL Savings Bank name to be changed
(v) execution of a Share Purchase agreement
(vi) Settlement terms of 60% to be paid by cash. and the Balance 40% settlement on a loan.
(vii) Board seat for 15% investment.
As an alternate proposal, the Board was also in favour to dispose the entire holding in the Savings Bank at Rs. 5.00 per voting share and Rs. 3.00 per non voting share.
After lapse of few months Navara Capital Securities (Pvt) Ltd is offering Rs. 3.50 for the entire share holding of MBSL in MBSL Savings Bank and Rs. 2.25 per share for Non voting shares.
This offer was made as a result of a meeting chaired by Chairman of MBSL Mr. M.R. Shah , Dr. Ranjith Bandara – Director MBSL and Mr. Harsha De Silva Managing Director Navara Capital.
Although the Board of MBSL has entrusted the Chairman to negotiate on the previous two occasions with Taprobane Securities (Pvt) Ltd & Navara Capital at a higher price.
The MBSL Savings Bank has been now sold to Navara Capital at Rs. 3.75 for Ordinary shares & Rs. 2.35 for Non voting shares.
The value of a Savings Bank is in the range of few billions as there are only two Savings Banks in the country although the ownership is changing for a very nominal value in the range of half a billion rupees, market sources point out.
When contacted by The Island Financial Review, Navara Chairman Harsha De Silva denied the allegations that Rs. 1 billion has been loaned to him for the acquisition.
However, he said that all that was needed to buy the bank was Rs. 562 million, which was to come from Navara, Lankem, Siddhalepa all in the region of Rs. 100 – 125 million each for acquisition. He said that the tier capital of Rs. 2.5 billion was required only in December 2013 and that there was time for that.
MBSL Chairman MR Shah also denied the allegations of the Rs. 1 billion loan for Navara to acquire the Savings bank. He said that the Navara capital augmentation proposal had been submitted to the Central Bank as well. Commenting on the Rs. 1 billion loan to Navara, he said that had MBSL had the funds to the tune of Rs. 1 billion it could have been used to increase the capital of MBSL Savings Bank and the need for sale would not have arisen.