ICICI Bank has signed a Letter of Undertaking with Prudential Corporation Holdings to govern certain shareholder rights relating to their joint venture, ICICI Prudential Life Insurance Company, as Prudential moves ahead with its proposed acquisition of a controlling stake in Bharti Life Insurance Company.
In a stock exchange filing, ICICI Bank said the undertaking, executed on 04 July, is intended to address potential conflicts of interest arising from Prudential’s proposed acquisition of a 75 per cent stake in Bharti Life. Prudential had signed definitive agreements for the transaction on 17 May 2026, subject to regulatory approvals and customary closing conditions.
As part of the arrangement, ICICI Prudential Life will apply to the Insurance Regulatory and Development Authority of India (IRDAI) to reclassify Prudential from a promoter to an investor under the applicable insurance regulations.
The undertaking will remain in force from the date the reclassification application is submitted to IRDAI until the completion of Prudential’s proposed acquisition of Bharti Life, or such other date as may be directed by the regulator.
During the transition period, Prudential will abstain from voting on matters requiring a special resolution, provided such matters do not adversely affect its rights or interests in ICICI Prudential Life. It will also arrange for the resignation of its nominee director from the insurer’s board once the board approves the reclassification application and will not nominate another director until the undertaking expires.
Following the proposed reclassification, ICICI Bank will support the appointment or replacement of one Prudential-nominated director on the board of ICICI Prudential Life, subject to Prudential continuing to hold at least a 10 per cent stake in the insurer and neither retaining promoter status nor holding more than a 10 per cent stake in any other life insurance company in India.
The filing also stated that, should ICICI Prudential Life decide to remove the word “Prudential” from its corporate name after the reclassification, Prudential will assist in the transition, including coordinating the limited use of the Prudential brand name and the iciciprulife.com domain.
ICICI Bank clarified that the undertaking will not affect its own management or control, with the governance changes applying only to ICICI Prudential Life during the transition period. |
