The proposal to divest its entire holding in the mutual fund arm comes at a time when the group is under severe stress due to its huge debt pile and pressure from lenders.
At the current market price, the value of Reliance Capital's stake is Rs 4,908 crore - a little over one-fourth of the company's net outstanding debt of Rs 18,000 crore.
Market players say the actual deal valuations could be significantly higher as the existing shareholders would expect a control premium for handing over the management of the country's fifth-largest fund house.
The shares of Reliance MF hit 20 per cent upper limit to close at Rs 187 on the BSE following the announcement by Reliance Capital, valuing the asset manager at Rs 11,447 crore. Reliance MF was valued at Rs 15,422 crore at the time of its maiden offering in November 2017. Sources say Reliance Capital could seek valuations higher than those during the initial public offering (IPO).
If the deal goes through, Japan's Nippon Life will end up with a 85.76 per cent stake in Reliance MF. The deal will also trigger an open offer as it will result in change of ownership. Under the Securities and Exchange Board of India's (Sebi's) takeover code regulation, the open offer will have to be made to public shareholders of Reliance Nippon MF, who hold 14.25 per cent.
Following the open offer, Nippon Life will again have to bring down its stake to at least 75 per cent to comply with the 25 per cent minimum public shareholding norm.
Experts say that before pruning its stake down to 75 per cent, Nippon Life may attempt to delist the company. The new delisting rules permit a delisting offer along with a mandatory open offer. Earlier, a promoter had to prune its stake to comply with the minimum public shareholding norms before they could make a delisting bid.
Industry players say it remains to be seen how keen is Nippon Life to acquire Reliance Capital’s stake and at what price. A query sent to Nippon Life remained unanswered.
The domestic MF business has proved to be a challenging ground for foreign players. In past decade, at least nine foreign companies
have exited the domestic MF business.
However, given its deep pockets and understanding of Indian market, Nippon Life could up the ante in domestic asset management business, which has grown at an exponential pace in the past five years.
Globally, Nippon Life manages assets worth over $700 billion and is among Fortune 100 companies.
The proposed transaction will make Nippon Life the largest foreign fund house in the country with assets under management (AUM) of more than Rs 2.3 trillion. Reliance MF has a healthy mix of retail and non-retail assets. About 34 per cent, or Rs 83,000 crore of its assets belong to the retail category, where margins are higher.
Analysts say Reliance MF's large retail asset book is a key positive for the fund house.