NDTV Says Adani Requires SEBI Approval To Buy Its Top Shareholder

SEBI restrained NDTV founder-promoters Prannoy and Radhika Roy "from accesing the securities market" in 2020.

AMG Media Networks Limited (AMNL), a wholly owned subsidiary of Adani Enterprises, is set to indirectly acquire a 29.18 percent stake in New Delhi Television Ltd (NDTV).

(Photo: The Quint)

Approval from market regulator SEBI is "necessary" for Adani group firm Vishvapradhan Commercial Private Ltd to acquire interests in NDTV's promoter entity RRPR Ltd against an unpaid loan, a regulator filing said on Thursday, 25 August.

The Securities and Exchange Board of India (SEBI) on 27 November 2020, restrained the founder-promoters Prannoy and Radhika Roy "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 2 years".

This ban expires on 26 November 2022, said NDTV in a disclosure to exchanges.

"... 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," said NDTV in the regulatory filing.

On Tuesday, 23 August, 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 Vishvapradhan Commercial Pvt Ltd (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.

Adani group firm 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 promoters of New Delhi Television Ltd (NDTV) have claimed that they were completely unaware of the takeover until Tuesday and that it was done without their consent or any discussion.