Committed to completing NDTV open offer, says Adani Group

Media reports said that Adani Group missed the October 17 date to launch the open offer.

Economic Times reported that the company has said that it has now sought stock market regulator SEBI's comments on its draft open offer letter.

JM Financial, the company which is managing the offer on VCPL's behalf, addressed the letter to SEBI on October 19, 2022, the report said.

In August, Adani Group bought Vishvapradhan Commercial Private Limited (VCPL) which had lent Rs 400 crore to NDTV's promoters over a decade ago.

The deal had a clause allowing VCPL to take 29.18 percent in NDTV "at any time".

Post the buyout, Adani group announced that its media arm AMG Media Networks Ltd (AMNL) would indirectly acquire 29.18 percent stake in NDTV and launch an open offer.

The business conglomerate also said that AMNL’s wholly owned subsidiary Vishvapradhan Commercial Private Limited (VCPL) holds warrants of RRPR Holding Private Limited (RRPR), a promoter group company of NDTV, entitling it to convert them into 99.99 percent stake in RRPR.

Further, following Adani's acquisition, VCPL announced that it would launch an open offer on October 17 for buying 26 percent stake from NDTV's minority shareholders.

As per the open offer proposal, VCPL — along with AMG Media Networks and Adani Enterprises — was to buy an additional 26 percent (or 1.67 crore shares) at an offer price of Rs 294/share.

If fully subscribed, the open offer will amount to Rs 492.81 crore at the price stated above.

NDTV, however, soon informed the stock exchanges that neither the media firm nor its founder promoters were informed about the transaction.

It later said that its promoters Prannoy Roy and Radhika Roy are barred from buying or selling shares or being associated with the securities market. Therefore, Adani Group would need to take approval from the market regulator Securities and Exchange Board of India (SEBI) to complete the transaction,

Adani has challenged the stand taken by NDTV to presumably block the deal.

"RRPR is not a party to the SEBI Order dated 27th November 2020 (“SEBI Order”). Consequently, the restraints as pointed out by RRPR in paragraphs 111(b) and 112 of the SEBI Order do not apply to RRPR. The Warrant Exercise Notice has been issued by VCPL under a contract which is binding on RRPR. RRPR is therefore obligated to comply with its contractual obligations," Adani had said.

According to VCPL's stock exchange filing, "The decision to acquire NDTV was arrived at in furtherance of the Adani Group's objective to set up a credible next-generation media platform with an emphasis on digital and broadcast segments, and that NDTV is a suitable broadcast and digital platform to deliver on this vision."

"While the Underlying Transaction has not been consummated due to the stance being taken by RRPR (the promoter of NDTV), VCPL is committed to its vision and intends to proceed with the open offer in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (SEBI (SAST) Regulations), which require that the Open Offer be completed regardless of whether the Underlying Transaction has been consummated," the filing stated.