The Adani group announced on Friday that subscriptions to its open offer to purchase an additional 26% of NDTV’s public shares will be available from November 22 to December 5. The prior schedule for Adani’s open offer was from October 17 to November 1.
Together with AMG Media Networks and Adani Enterprises Ltd., Vishvapradhan Commercial Pvt. Ltd. (VCPL) has put out a proposal to acquire an additional 26%, or 1.67 crore equity shares, at an offer price of Rs 294 per share. The Adani Group reiterated its plan to complete the open offer process for more NDTV shares in a letter sent last month to the Securities and Exchange Board of India (SEBI).
Adani Group open offer for NDTV to commence on November 22.#JustIn#NDTV pic.twitter.com/dL14xsLNep
— Siddharth Zarabi (@szarabi) November 11, 2022
In August, Adani Enterprises Ltd’s subsidiary AMG Media Networks Ltd purchased Vishvapradhan Commercial Pvt Ltd (VCPL), which had lent Rs 403.85 crore to NDTV promoter business RRPR Holding Pvt Ltd in 2009 and 2010. Radhika Roy and Prannoy Roy were the owners of RRPR Holding.
RRPR provided warrants to VCPL in exchange for this interest-free loan, entitling it to convert them into a 99.9% share in RRPR. RRPR owned 29.18 percent of NDTV, hence Adani Group obtained a 29.18 percent stake in NDTV in this manner. Following the acquisition of VCPL for Rs 113.75 crore, the Adani Group declared an open offer to purchase another 26% interest in NDTV.
If Adani Group has indirect control over a stake that is more than 25%, it is required by Indian law to make an open offer to buy at least 26% more from current shareholders and give them the opportunity to withdraw.
According to the Adani Group’s plan, the open offer would be made at 294 rupees per NDTV share for a maximum consideration of $62 million. NDTV would receive 55.18% of this amount, assuming a full subscription.
The Adani group stated in its letter to SEBI earlier that it intended to execute the open offer regardless of the status of the share transfer from RRPR to VCPL. It also requested that Sebi share its comments on the Draft Letter of Offer (DLOF) prepared in relation to the open offer.
However, the dispute was taken to the Supreme Court when Sebi filed an appeal against NDTV regarding a ruling issued by the Securities Appellate Tribunal (SAT) on July 20 this year. NDTV had previously petitioned the Supreme Court on the same order. The SAT ruling decreased the penalty on Roys of NDTV and their promoter business, RRPR Holding, from Rs 25 crore to Rs 5 crore. It also withheld the Sebi findings that the founders had given control to Vishvapradhan Commercial Private Limited (VCPL) via loan contracts in 2009-10.
