Adani Group to indirectly buy 29.18% stake in NDTV, launches open offer to acquire another 26%

Adani Group's media entity said on Tuesday that it would indirectly buy a 29.18 per cent stake in the media company New Delhi Television (NDTV) and also made an open offer to acquire another 26 per cent of the shares in the media company.

The acquisition of 29.18 per cent stake would be indirect, through Vishvapradhan Commercial Pvt Ltd (VCPL).

To put it simply, VCPL said it has exercised the right to acquire "99.5 per cent of the equity shares of RRPR Holding Pvt Ltd". RRPR Holding is a promoter entity of NDTV which holds 29.18 per cent stake in the media group.

So, in this way Adani Group would indirectly acquire a 29.18 per cent stake in NDTV via VCPL.

"Pursuant to the Underlying Transaction, the acquirer will own and control at least 99.50 per cent but up to 100 per cent of the paid-up share capital of the Promoter Company, which holds 29.18 per cent of the Voting Share Capital of the Target Company, resulting in deemed direct acquisition (being an indirect acquisition meeting the thresholds," JM Financial, which is managing the open offer, said.

Adani Enterprises 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 26 per cent more stake in NDTV.

"Up to 16,762,530 fully paid up Equity Shares ('Offer Shares'), constituting 26 per cent 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," JM Financial, which is managing the open offer, said.

"VCPL, along with AMG Media Networks Ltd and Adani Enterprises Ltd have announced an open offer for the acquisition of up to 1,67,62,530 fully paid-up equity shares of the face value of Rs 4 each from the public shareholders of the target company (NDTV)," it added.

NDTV's response

The media company stated that VCPL has exercised its rights to acquire 99.50 per cent control of RRPR Holding Pvt Ltd -- the promoter-owned company that owns 29.18 per cent of NDTV -- without any discussion with NDTV or its founder-promoters.

"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 a 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," it stated in a exchange filing.

RRPR Holding has been told to transfer within two days all its equity shares to VCPL, it added.

NDTV has also submitted a copy of the open offer to the exchanges.

Meanwhile, shares of NDTV settled 2.61 per cent higher at Rs 366.20 today.