The media division of the Adani Group said on Tuesday that it will indirectly purchase a 29.18% stake in the media firm New Delhi Television (NDTV) and also launched an open bid to purchase an additional 26% of the company’s shares. Through Vishvapradhan Commercial Pvt Ltd, an indirect acquisition of a 29.18% shareholding would be made (VCPL).
Adani Group brought a stake in NDTV
Simply put, VCPL said it had used its entitlement to purchase “99.5% of the equity shares of RRPR Holding Pvt Ltd.” A promoter company for NDTV, RRPR Holding owns a 29.18% interest in the media company. Thus, through VCPL, Adani Group would indirectly acquire a 29.18% interest in NDTV.
JM Financial stated that according to the Underlying Transaction, the Promoter Company, which holds 29.18% of the Voting Share Capital of the Target Company, will have at least 99.50% and up to 100% of its Paid-Up Share Capital owned and controlled by the Acquirer, resulting in a deemed direct acquisition (being an indirect acquisition meeting the thresholds).
Adani Group also stated that it has acquired VCPL at a value of around Rs 113.75 crore through its subsidiary AMG Media Networks Ltd. Further, the group made an additional offer to buy a 26 percent more stake in NDTV.
JM Financial, which is managing the open offer, said: “ Up to 16,762,530 fully paid up Equity Shares (‘Offer Shares’), constituting 26 percent of the Voting Share Capital at a price of Rs 294 per offer share aggregating to a total consideration of up to Rs 4,928,183,820 (assuming full acceptance) (‘Offer Size’), subject to the terms and conditions mentioned in this Public Announcement, the detailed public statement (‘DPS’) and the letter of offer (‘LoF’) to be issued in accordance with the SEBI (SAST) Regulations.”
It also stated that VCPL, along with AMG Media Networks Ltd and Adani Enterprises Ltd, have declared an open offer to acquire up to 1,67,62,530 fully paid-up equity shares with a face value of Rs 4 apiece from the target company’s public shareholders (NDTV).
Response from the NDTV
According to the media firm, VCPL exercised its authority to acquire 99.50% ownership of RRPR Holding Pvt Ltd, the promoter-owned entity that owns 29.18% of NDTV, without consulting NDTV or its founder-promoters.
The notification from VCPL is based on a credit deal it took up with NDTV founders Radhika and Prannoy Roy in 2009-10, according to an exchange filing. According to the notice, VCPL exercised its option to convert 19,90,000 warrants into equity shares of RRPRH at Rs 10 per share, for a total of Rs 1.99 crore transferred to RRPRH.
The NDTV founders and the firm would like to emphasize that this exercise of rights by VCPL was carried out without any input, conversation, or approval from the NDTV founders, who, like NDTV, were made aware of this exercise of rights only today.
RRPR Holding has been instructed to transfer all of its equity shares to VCPL within two days. The open offer has also been lodged to the exchanges by NDTV. Meanwhile, NDTV shares closed 2.61 percent higher at Rs 366.20 today.
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