REGULATORY · COMPETITIVE · INDIA
RBI approval for Bain Capital to become joint controller of Manappuram Finance
Change
Manappuram Finance said it received RBI’s final approval for Bain Capital affiliates to acquire up to 41.66% (up to 41.7% fully diluted) and be classified as a promoter with joint control, triggering board reconstitution to include Bain nominee directors.
Why it matters
The executed change is RBI’s final approval for Bain Capital affiliates (BC Asia Investments XXV Ltd and BC Asia Investments XIV Ltd) to acquire up to 41.66% of Manappuram Finance’s paid-up equity/convertible instruments. With approval in hand, Bain will be treated as a promoter and will jointly control the company alongside existing promoters, shifting governance and control rights. The company stated the board will be reconstituted to add Bain nominee directors per transaction agreements, creating an immediate governance transition. The final ownership level is now mechanically dependent on open-offer subscription, with Bain’s stake varying between ~18% and 41.7% on a fully diluted basis; existing promoters are stated to hold 28.9% post-investment (fully diluted).
Implications
- • Control and promoter classification shift to joint control with Bain Capital
- • Board composition changes via addition of Bain nominee directors
- • Final Bain ownership depends on open-offer subscription (18%–41.7% fully diluted)
- • Existing promoters’ post-investment holding stated at 28.9% (fully diluted)
Who is affected
- • Manappuram Finance shareholders (public and promoter group)
- • Bain Capital affiliates (BC Asia Investments XXV Ltd; BC Asia Investments XIV Ltd)
- • Manappuram Finance board and senior management (governance/board reconstitution)
- • RBI-regulated NBFC sector participants tracking promoter/control precedents
Source
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