SEBI accuses Factorial of insider trading

MUMBAI Fri Jun 6, 2014 2:45am IST

A broker reacts while trading at a stock brokerage firm in Mumbai October 8, 2008. REUTERS/Arko Datta/Files

A broker reacts while trading at a stock brokerage firm in Mumbai October 8, 2008.

Credit: Reuters/Arko Datta/Files

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MUMBAI (Reuters) - The Securities Exchange Board of India (SEBI) has accused Hong Kong-based Factorial Capital Management Ltd of insider trading, saying it suspected the hedge fund had shorted L&T Finance Holdings Ltd before the announcement of a share sale in the company in mid-March.

SEBI on Thursday also reserved the option of looking into Credit Suisse's Indian unit, which had been the broker for L&T Finance's share sale, but did not accuse the investment bank of any wrongdoing or announce the start of an actual investigation.

The accusation against pan-Asia multi-asset hedge fund Factorial marks the outcome of an unusually quick investigation by an Indian regulator long regarded as too timid in going after potential insider trading violations.

The claims involving Factorial come as SEBI chairman U.K. Sinha has stepped up the fight against securities fraud in a country where many believe insider trading and share manipulation to be rampant.

SEBI said Factorial would have 21 days from the date of its order to file a reply and request a personal hearing with the Indian regulator.

Factorial did not reply to an emailed query. Emailed queries to Credit Suisse officials in Hong Kong and New York also went unanswered.

"It may prima facie be inferred that Factorial was in possession of the information about the likely floor price of the OFS (offer for sale) and such information was an 'unpublished price sensitive information'," said the SEBI order.

In a seven-page document, SEBI said it had established that Factorial along with more than 70 institutional investors, not identified, were approached by Credit Suisse about their interest in a potential share sale of L&T Finance by its majority owner Larsen & Toubro Ltd, India's biggest engineering company.

An L&T spokesperson did not answer calls to his phone and email made outside regular business hours.

Such informal gauges of investor appetites are legal and typical ahead of actual transactions.

SEBI said Factorial then aggressively built a big short position in L&T Finance derivatives on March 13 - accounting for 84.15 percent of all its outstanding futures and options positions - and then covered its shorts through purchases in the heavily discounted share offering.

L&T Finance shares subsequently fell 7.2 percent to 79.15 rupees on March 13, and at the close of the session L&T announced it would sell 55.5 million shares in L&T Finance at a floor price of 70 rupees per share.

SEBI said Factorial's transaction on March 13 had netted the hedge fund a profit of around 200 million rupees ($3.37 million), and said it found the transaction "aberrant and suspicious".

The regulator said the fund's massive short positions in L&T Finance's derivatives ahead of the discounted share sale led to suspicion about the fund's access to information on the discounted share sale.

"It is highly unlikely that one who does not have any exposure in the scrip will take such an aggressive short position," SEBI said, "unless it had some definite information about fall in price of the scrip in near future." Scrip is a reference to the company's stock.

SEBI added its examination of chat transcripts provided by Credit Suisse Securities (India) Private Ltd showed that on March 13, before the L&T announcement, brokers at the investment bank had exchanged messages such as "likely to come in at a steep discount about 70 types" amongst themselves.

But SEBI aid it could not determine the extent to which such information had been shared.

"In my view, this aspect needs thorough investigation so as to come to a definite conclusion," wrote the SEBI official who carried out the investigation.

In April, SEBI began a formal investigation into the surge in the stock price of Ranbaxy Laboratories in the run-up to its planned $3.2 billion merger with Sun Pharmaceutical Industries.

SEBI last year received enhanced investigation powers from parliament, including the ability to monitor investors' call records as part of its investigation.

The regulator also proposed overhauling its two-decade-old insider trading law, but has not yet issued final rules. ($1 = 59.3100 Indian Rupees)

(Additional reporting by Sumeet Chatterjee; editing by Andrew Roche)

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