NDTV in a regulatory filing said today that a prior approval from the Securities and Exchange Board of India (SEBI) is necessary for Vishwapradhan Commercial Private Limited (VCPL) to secure the stake jointly controlled by Dr Prannoy Roy and Radhika Roy under 'RRPR' in keeping with SEBI's order dated November 27, 2020.
RRPR is the promoter-owned company that owns 29.18 per cent stake in NDTV. The SEBI approval is necessary for VCPL to secure its 99.5 per cent stake in RRPR, leading to acquisition of voting rights in respect of the 29.18 per cent of the issued share capital of NDTV held by RRPR.
Earlier, NDTV had informed the stock exchanges that RRPR Holdings Ltd, which owns 29.18% of the broadcaster, has been told to transfer within two days all its equity shares to VCPL.
Adani Group indirectly bought RRPR’s stake in NDTV via VCPL on August 23 and also made an open offer to purchase another 26 per cent of the company’s shares. Adani Enterprises also said it has acquired VCPL at a cost of Rs 113.75 crore via its subsidiary AMG Media Networks Limited. VCPL also said that it exercised the right to acquire “99.5 per cent of the equity shares of RRPR Holding Pvt Ltd.”
Hours after this acquisition became public, NDTV said that VCPL exercised the right to acquire 99.50 per cent control of RRPR Holdings without any discussions with NDTV or founder-promoters – Dr Prannoy Roy and Radhika Roy.
NDTV stated in an exchange filing, “The notice from VCPL is based on a loan agreement it entered with NDTV founders Radhika and Prannoy Roy in 2009-10. The notice states that VCPL has exercised its option to convert 19,90,000 warrants into equity shares of RRPRH at Rs 10 per share and that total of Rs 1.99 crore has been transferred to RRPRH. The NDTV founders and the company would like to make it clear that this exercise of rights by VCPL was executed without any input from, conversation with, or consent of the NDTV founders, who, like NDTV, have been made aware of this exercise of rights only today.”
The company further noted that it also “received a copy of the Public Announcement by VCPL dated August 23, 2022 of an open offer for acquiring up to 26 per cent of the Voting Share Capital of NDTV at Rs 294 per share (up to 16,762,530 fully paid-up equity shares) per in the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.”
Meanwhile, NDTV shares are up 4.99 per cent to settle at 403.70 on the BSE at the time of writing this story.