Adani group makes bid to take over NDTV

It has indirectly acquired 29.18% stake, to also make open offer for another 26%

August 23, 2022 05:59 pm | Updated August 24, 2022 10:00 am IST - AHMEDABAD/ NEW DELHI

The logo of the Adani Group is seen on the facade of one of its buildings on the outskirts of Ahmedabad on April 13, 2021.

The logo of the Adani Group is seen on the facade of one of its buildings on the outskirts of Ahmedabad on April 13, 2021. | Photo Credit: Reuters

Over the past month and a half, the NDTV stock has more than doubled from ₹164.6 on July 6, and ended Tuesday’s trading session 2.61% up at ₹366.20 on the Bombay Stock Exchange.

With 29.18% of the news broadcaster in the bag, VCPL, AMNL & Adani Enterprises will launch an open offer to acquire up to 26% stake in NDTV, in compliance with the requirements of the SEBI’s (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. JM Financial has been appointed as the manager for the open offer, which if successful, will give the Adani group a majority ownership in NDTV that has a public shareholding of 38.55%.

The open offer for acquiring another 26% stake from public shareholders in the firm has been made at a price of ₹294 a share, and will entail a consideration of ₹492.81 crore for the Adani group entities acting in concert.

Adani Enterprises, in its submission to exchanges, said that VCPL is a wholly owned subsidiary of AMNL and has exercised its right to convert 19,90,000 warrants into 19,90,000 equity shares of RRPR constituting 99.50% of RRPR’s equity share capital by issuing a warrant exercise notice on Tuesday.

“VCPL, at its sole discretion, also has the right to exercise at any time further warrants to acquire up to 99.99% of the equity share capital of RRPR; and a purchase option to purchase all of the existing equity shares of RRPR held by Mr. Prannoy Roy and Mrs. Radhika Roy and acquire 100% of the equity share capital of RRPR,” the firm said.

NDTV, which had revenues of ₹230.91 crore and a net profit of ₹59.19 crore in 2021-22, said that RRPRH has been told to transfer within two days all its equity shares to VCPL. The entire transaction was carried out without any discussion or inputs from the NDTV management, the firm said.

“NDTV has never compromised on the heart of its operations — its journalism. We continue to proudly stand by that journalism,” NDTV said in a statement on its website.

“AMNL seeks to empower Indian citizens, consumers and those interested in India, with information and knowledge… We look forward to strengthening NDTV’s leadership in news delivery,” Mr. Pugalia said.

Just last month, the Securities Appellate Tribunal had overturned a 2019 order of the Securities Exchange Board of India (SEBI) that had concluded that NDTV was being sold to VCPL under the garb of a loan agreement.

The SAT, in its order on July 20, had declared the terms of the loan between the NDTV founders and Vishvapradhan Commercial Private Limited (VCPL) as completely legitimate, and held that the transaction does not amount to acquiring direct or indirect control of NDTV.

Incorporated in 2008, VCPL was initially linked to Mukesh Ambani’s group but its ownership was transferred to a firm run by an associate with links to Delhi-based Nahata Group in 2012. Mr. Ambani’s Jio had bought Nahata group’s Infotel Broadband in 2010 to re-enter the telecom business.

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