NDTV slumps as Adani Group to launch open offer on 17th Oct

8 Sep 2022 , 12:24 PM

Adani Groups open offer for 26% of shares in NDTV is set to open on 17 October 2022. The open offer made by Vishvapradhan Commercial Private Limited (VCPL), along with AMG Media Networks Limited (AMNL) and Adani Enterprises Limited (AEL), will seek to acquire 1.67 crore shares, or 26% stake, of NDTV at a price of Rs 294 a share. The Adani Group on 23rd August launched its takeover bid of NDTV. VCPL, a wholly owned subsidiary of AMNL, holds warrants of NDTV promoter RRPR Holding, entitling it to convert them into 99.9% stake in RRPR. AMNL is 100% subsidiary of AEL. VCPL has exercised warrants to acquire 99.5% stake in RRPR. Such acquisition will result in VCPL acquiring control of RRPR. Further, VCPL, along with AMNL & AEL (persons acting in concert), launched an open offer to acquire up to 26% stake in NDTV at Rs 294 per share (based on Sebis takeover guidelines). However in a regulatory filing on 25th August, NDTV contended that the Adani Group may not be able to complete its deal to buy RRPR Holdings as Prannoy, Radhika Roy have been restrained from dealing in securities by a 2020 SEBI order. The Sebi restriction expires on 26 November 2022. Hence, a Sebi approval is necessary for VCPL to acquire interests in NDTVs promoter entity RRPR against an unpaid loan. VCPL responded on 26th August that Performance of obligations by RRPR pursuant to the warrant exercise notice will not result in violation of the Sebi order as there is no, direct or indirect, dealing in any securities of Mr. Prannoy Roy or Mrs. Radhika Roy pursuant to the exercise of the warrants by VCPL allotment of shares by RRPR. VCPL therefore does not agree with RRPR that prior written approval from SEBI is required for allotment of shares to VCPL on exercise of warrants, it added. Further, on August 23, 2022, the amount of &8377;1,99,00,000, being the amount payable for the 19,90,000 equity shares of RRPR pursuant to exercise of warrants, has been paid by VCPL and received by RRPR, it stressed, adding, Any subsequent attempt by RRPR to return the money received or the original warrant certificate shall have no legal effect on the exercise of warrants by VCPL which has been completed, it noted. VCPL has called upon NDTV to provide all information/documents and immediately comply with the requests made by VCPL in furtherance to the open offer. NDTV founders Prannoy and Radhika Roy control 32.26% of shares in NDTV, while the public shareholders own 38.55%. NDTV is a leading media house and it operates three national news channels – NDTV 24×7, NDTV India and NDTV Profit. NDTV recorded a revenue of Rs 421 crore with an EBITDA of Rs 123 crore and net profit of Rs 85 crore in FY22 with negligible debt. On a consolidated basis, net profit of NDTV rose 45.28% to Rs 23.23 crore on 26.72% rise in net sales to Rs 107.74 crore in Q1 June 2022 over Q1 June 2021. Shares of NDTV have climbed about 27% since 23 August 2022. Powered by Capital Market – Live News