Adani Group Requires Sebi Approval To Buy 99.5 Per Cent Interests In Promoter Group: NDTV

The key element behind the takeover bid is an unpaid loan that NDTV's promoter entity RRPR Holding Pvt Ltd had availed from VCPL

New Delhi Television (NDTV) said on Thursday Vishvapradhan Commercial Pvt Ltd (VPCL) along with AMG Media Networks Ltd and Adani Enterprises Ltd will need approval from the Securities and Exchange Board of India (Sebi) to acquire 99.5 per cent interests in its promoter group, according to the stock exchnage filing by the media house.

The market regulator on November 27, 2020, restrained the founder-promoters Prannoy and Radhika Roy (RRPR) "from accessing the securities market, and further prohibiting buying, selling, or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner whatsoever for a period of two years". In a disclosure to bourses, NDTV stated that this ban expires on November 26, 2022.

"... unless pending appeal proceedings were to successfully conclude prior, Sebi approval is necessary for the proposed Acquirer to secure 99.5 per cent interests in the Promoter Group vehicle, since this would consequently lead to the acquisition of voting rights in respect of 29.18 per cent of the issued share capital of the Target Company held by the Promoter Group vehicle," NDTV said in the filing.

NDTV, in a late Wednesday night filing, said pending Sebi approval RRPR has instructed its bankers to return Rs 1.99 crore deposited by VCPL on August 23. The promoters has also informed VCPL of the current position on Wednesday, the filing said.

On Tuesday, Adani Group announced that it has acquired 29.18 per cent shareholding in NDTV and will launch an open offer to buy an additional 26 per cent stake.

The key element behind the takeover bid is an unpaid loan that NDTV's promoter entity RRPR Holding Pvt Ltd had availed from VCPL.

The entity had taken a loan of Rs 403.85 crore in 2009-10 and against this amount, warrants were issued by RRPR. With the warrants, VCPL had the right to convert them into a 99.9 per cent stake in RRPR in case the loan was not repaid.

An arm of Adani Group first acquired VCPL from its new owner and exercised the option to convert unpaid debt into a 29.18 per cent stake in the news channel company. The comglomerate said that the acquisition of 29.18 per cent stake in the media house will be indirect and will be made via VCPL, a wholly-owned subsidiary of AMG Media Network Ltd (AMNL), owned by Adani Enterprises Ltd (AEL).

However, NDTV promoters claimed that they were completely unaware of the takeover until Tuesday and that it was done without their consent or any discussion.