ICICI Securities to Delist on March 24; ICICI Bank to Offer Shares at 67:100 Swap Ratio

ICICI Securities Ltd.'s equity shares will be suspended from trading effective the closing hours of March 21, 2025. This suspension precedes the actual delisting as part of a scheme of arrangement that will result in ICICI Securities becoming a wholly-owned subsidiary of ICICI Bank. The official suspension date from which trading will cease is March 24.

Swap Ratio and Record Date

As part of the delisting process, ICICI Bank will issue new shares to the eligible shareholders of ICICI Securities based on a predetermined swap ratio of 67:100. This means that for every 100 equity shares of ICICI Securities held, eligible shareholders will receive 67 new equity shares of ICICI Bank. The record date for the purpose of identifying the public shareholders whose ICICI Securities shares will be cancelled and to whom the new ICICI Bank shares will be issued has been set as Monday, March 24, 2025.

Shareholder and Regulatory Approvals

The delisting proposal garnered significant support from shareholders, with 93.82% of private shareholders and 71.88% of public shareholders voting in favor. However, the move faced opposition from some minority shareholders who filed a case with the National Company Law Appellate Tribunal (NCLAT), arguing that the arrangement unfairly benefited ICICI Bank's stockholders. Despite these objections, the NCLAT ruled in favor of ICICI Bank, stating that the minority shareholders failed to demonstrate any illegality in the delisting and share swap ratio. The NCLAT dismissed petitions challenging the delisting, citing a lack of the required shareholding threshold to hinder the process.

Market Reaction and Analyst Views

On March 12, 2025, shares of ICICI Securities closed 0.15% lower at ₹829.10 per share on the National Stock Exchange. On March 13, 2025, the shares opened at ₹830.20. The company's market capitalization is currently around ₹27,000 crore. The stock has seen a 10.02% increase in the last 12 months and has gained about 25% from its 52-week low in June 2024. As of Bloomberg data, one out of three analysts tracking the company had a 'buy' rating, while two suggested 'hold', with the average 12-month analysts' price target implying a potential downside of 12.6%.

Strategic Implications

The delisting and subsequent integration of ICICI Securities as a wholly-owned subsidiary are strategically significant for ICICI Bank. This move aims to streamline operations and enhance corporate governance by more closely aligning the broken arm with the bank's core operations. The consolidation is expected to optimize efficiency and drive competitive advantage within the financial services sector . Following the record date, shareholders of ICICI Securities will receive their ICICI Bank shares according to the approved swap ratio. Market participants will be closely observing the impact of this consolidation on ICICI Bank's financials and stock performance.

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