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The Competition Commission of India approves the proposed combination involving the acquisition of up to 99.91% of the issued and paid-up share capital of Shriram Housing Finance Limited by Mango Crest Investment Ltd, the acquisition of a board observer right by INQ Holding LLC, and related transactions. The notifying parties jointly gave notice under Section 6(2) of the Competition Act, 2002. The Commission concludes that the proposed combination does not cause an appreciable adverse effect on competition in India and approves it under Section 31(1) of the Act.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/06/1158
20th August 2024
Notice under Section 6(2) of the Competition Act, 2002 jointly given by Mango Crest Investment Ltd, INQ Holding LLC, and Shriram Finance Limited
CORAM:
Ms. Ravneet Kaur
Chairperson
Ms. Sweta Kakkad
Member
Mr. Deepak Anurag
Member
Order under Section 31(1) of the Competition Act, 2002
On 12th June 2024, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), jointly given by Mango Crest Investment Ltd (Mango Crest), INQ Holding LLC (INQ Holding) and Shriram Finance Limited (Shriram Finance). The Notice was given pursuant to the execution of inter alia Share Purchase Agreement between Mango Crest, Shriram Finance, Valiant Mauritius Partners FDI Limited (Valiant), and Shriram Housing Finance Limited (Shriram Housing Finance) on 13th May 2024.
The notifying parties, vide communications dated 24th June 2024 and 10th July 2024 issued under regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (Combination Regulations), were required to remove defects from the Notice and furnish certain information relevant for the purpose of assessment of the proposed combination. The notifying parties furnished their responses vide submissions dated 1st July 2024 and 16th July 2024.
The Proposed Combination envisages the acquisition of up to 99.91% of the issued and paid-up share capital of Shriram Housing Finance by Mango Crest from Shriram Finance, Valiant, and certain minority shareholders. It is also envisaged that INQ Holding will acquire a right to nominate an observer on the board of Shriram Housing Finance. Kotak Mahindra Investment Limited (Kotak) holds 40,000 compulsorily convertible debentures (CCDs) in Shriram Housing Finance amounting to 8.65% shareholding in Shriram Housing Finance on a fully diluted basis. As part of the proposed combination, Shriram Finance1 proposes to acquire the CCDs held by Kotak, convert them into equity shares of Shriram Housing Finance, and then sell these equity shares to Mango Crest.
Mango Crest, a company incorporated in the Republic of Mauritius, is an investment holding company with an objective to hold long-term investments. The sole shareholder of Mango Crest is Mulberry. The shareholders of Mulberry, in turn, are private equity funds managed by WP LLC and/or its affiliates. Warburg Pincus LLC (WP LLC), a New York limited liability company, is registered with the Securities and Exchange Board of India as a foreign portfolio investor under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, and with the
1 Shriram Finance has undertaken that it shall only purchase the CCDs post the approval of the Commission, and prior to the closing of the Proposed Combination. In any event, Shriram Finance will purchase these CCDs no earlier than 25 (twenty-five) business days prior to the closing of the Proposed Combination. The 25 (twenty-five) business days period is required by Shriram Finance for the purposes of actioning the conversion of these CCDs to equity shareholding after completing the acquisition, enable the secretarial work required for such conversion and to complete other closing related formalities as required under the SPA. In the event, it appears that the acquisition of Shriram Housing Finance by Mango Crest is unlikely to be completed, and Shriram Finance is required to acquire the CCDs from Kotak pursuant to existing contractual arrangements, Shriram Finance will undertake such acquisition after conducting an independent competition notification assessment of whether such purchase of CCDs requires a prior approval of the Commission and if required, obtaining such approval.
U.S. Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended.
INQ Holding, incorporated in Qatar, is a Qatari domiciled holding company. It is a wholly owned subsidiary of Qatar Investment Authority (QIA). QIA is the sovereign wealth fund of the State of Qatar.
Shriram Housing Finance is a non-deposit-taking housing finance company registered with the National Housing Bank. Its product offerings in India include retail loans: housing loans, and loan against property; and wholesale loans: construction finance, and corporate loans. Shriram Finance is the holding company of Shriram Housing Finance. Shriram Finance is a deposit-taking retail non-banking financial company registered with the Reserve Bank of India. Shriram Housing Finance received a certificate of registration to act as a corporate agent from the Insurance Regulatory and Development Authority of India. However, by 1st July 2024, it had not commenced distribution of insurance products.
It has been submitted that the business activities of certain portfolio entities of WP LLC and Shriram Housing Finance exhibit horizontal overlaps with regard to the provision of loans and lending services, its segments viz., provision of retail loans, and wholesale loans; and their sub-segments viz., the provision of housing loans, loans against property, and construction finance.
It has been submitted that certain portfolio entities of QIA and WP LLC are engaged in the distribution of insurance products. Further, certain portfolio entities of WP LLC are engaged in the provision of life insurance products and general insurance products in India. Therefore, the activities of said portfolio entities of QIA and WP LLC would be horizontally and vertically placed to Shriram Housing Finance's business of distribution of insurance products subject to Shriram Housing Finance commencing these operations.
The Commission observes that the combined market shares of Shriram Housing Finance and the portfolio entities of WP LLC for loans and lending services, its overlapping segments, and sub-segments is less than 1%. The market share of portfolio entities of QIA and WP LLC for distribution of insurance products is [0-5] %. Further, the market shares of the portfolio entities of WP LLC for provisions of life insurance products, and general insurance products is [0-5]%.
Considering the material on record, including the details provided in the notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.
This order may be revoked if, at any time, the information provided by the notifying parties is found to be incorrect.
The information provided by the notifying parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
The Secretary is directed to communicate this order to the notifying parties.
