‘Without Discussion, Consent or Notice’: NDTV After 29% Stake Acquired by Adani

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: Samarth Grover/The Quint)

Hours after AMG Media Networks Limited (AMNL), a wholly owned subsidiary of Adani Enterprises, indirectly acquired a 29.18 percent stake in New Delhi Television Ltd (NDTV), the TV channel said in a statement that the "exercise of rights by Vishvapradhan Commercial Private Limited (VCPL) was executed without any input from, conversation with, or consent of the NDTV founders."

AMNL will also launch an open offer for another 26 percent stake in the media house which operates three national news channels – NDTV 24x7, NDTV India, and NDTV Profit.

An open offer is an offer made by the buyer to the shareholders of the target company, inviting them to tender their shares at a particular price.

"AMNL’s wholly owned subsidiary VCPL holds warrants of RRPR Holding Private Limited entitling it to convert them into 99.99 percent stake in RRPR. VCPL has exercised warrants to acquire 99.5 percent stake in RRPR. Such acquisition will result in VCPL acquiring control of RRPR," AMG Media Networks said in a press release.

'Notice Served By VCPL Without Discussion': NDTV

In a statement, NDTV said that "without any discussion" with it, VCPL had served a notice to them stating that it has exercised its rights to acquire 99.50 percent control of RRPR Holding Private Limited (RRPRH), the promoter-owned company that owns 29.18 percent of NDTV.

"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 crores has been transferred to RRPRH," statement from NDTV read.

The company and its founders further made 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. As recently as yesterday, NDTV had informed the stock exchanges that there was no change in the shareholding of its founders. A copy of that disclosure is attached."

RRPRH, which owns 29.18 percent of NDTV, has been told to transfer within two days all its equity shares to VCPL.

"The company has also received a copy of the Public Announcement by VCPL dated 23 August 2022 of an open offer for acquiring upto 26% 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," the statement noted.

Hours after the announcement, NDTV's star anchor Ravish Kumar said in a Facebook post, "Baagon mein bahar hai (Spring has arrived!)" and shared his show from 2016 on day long ban imposed on NDTV India by the Centre.

In a statement to BSE on 22 August, accessed by Reuters, NDTV had said that Radhika and Prannoy Roy own a 61.45 percent stake in NDTV through their individual holdings and RRPR Holding Private Limited.

The media house had reportedly insisted that "Radhika and Prannoy Roy are not in discussions now, nor have been, with any entity for a change in ownership or a divestment of their stake in NDTV."