Harry Jayawardena obtains court order to prevent EGM on HNB-ADB deal

Hatton National Bank PLC (HNB) shareholder and business magnate Harry Jayawardena has secured an enjoining order preventing the Extra Ordinary General Meeting (EGM) that was scheduled to be held by the bank on October 26 to obtain shareholder approval for a private placement of shares to the tune of US $ 50 million with the Asian Development Bank (ADB). “They (HNB) can’t hold the EGM on the 26th. 

I have obtained an enjoining order today,” Jayawardena told Mirror Business yesterday. 

When inquired as to why such an action was taken, Jayawardena said the proposed deal is unfavourable to him as one of the major shareholders of the bank. Jayawardena holds 17.92 percent of HNB shares. 
As previously announced, HNB plans to issue ordinary voting shares to the value of US $ 50 million at the exchange rate existing at the time of the deal or ordinary voting shares equivalent to 9.9 percent of the total ordinary voting shares of the bank after the issue of such shares, whichever is lower, to ADB.

The shares will be issued at an average price at which the shares of HNB traded on the Colombo bourse during the 30-market day period immediately preceding the date of the EGM.
The shares will be issued at Rs.220, if the average price is more than Rs.220, and at Rs.190, if the average price is less than Rs.190.
 At the time of the announcement of the deal, the HNB share was trading at Rs.185-187 levels but the share is currently trading over Rs.230. 
HNB said the proceeds of the private placement deal would be utilized to strengthen its capital base and support the bank’s overall business growth.

As of June 30, HNB’s Tier I (core) capital adequacy ratio stood at 9.77 percent, down from 10.53 percent six months ago while Tier II capital adequacy was at 12.97 percent, slightly improved from 12.70 percent, helped by a Rs.7 billion debenture issue in March.

The bank recently announced another debenture issue up to Rs.6 billion to support its Tier II capital.
Apart from the shareholder nod, the private placement of shares is also subjected to the CSE approving the issue and listing of such shares and obtaining other governmental or regulatory approvals.