Adani needs SEBI nod to buy stake as NDTV promoters barred from trading in securities markets

New Delhi Television Limited (NDTV) on Thursday informed the stock exchanges that its promoters are barred from accessing the securities market until 26 November, 2022, and thus Adani Group would require the market regulator Securities and Exchange Board of India (SEBI) approval to buy a stake in the news channel company.

In a regulatory filing to the stock exchanges on Thursday, New Delhi Television Limited said “NDTV has, in the matter of the public announcement dated 23 August, 2022 by Vishvapradhan Commercial Private Limited (proposed Acquirer) along with AMG Media Networks Limited (PAC 1) and Adani Enterprises Limited (PAC 2) in New Delhi Television Limited (Target Company), under the SEBI (SAST) Regulations, 2011 (as amended), of the proposed open offer notified the proposed Acquirer that: 1. In view of directions in force vide order dated November 27, 2020, of the Securities and Exchange Board of India (SEBI), restraining the Founder-Promoters Prannoy Roy 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.”

This restriction is for a period of 2 years, which expires on 26 November, 2022, NDTV said.

“Details in compliance with SEBI (SAST) Regulations, 2011, will be provided to VCPL,” NDTV informed the stock exchanges.

AMG Media Networks Limited (AMNL), a wholly owned subsidiary of Adani Enterprises Limited (AEL), on Tuesday made an announcement about the acquisition of 29.18 per cent stake in NDTV.

Vishvapradhan Commercial Private Limited (VCPL), a wholly owned subsidiary of AMG Media Networks Limited (AMNL), has exercised the rights to acquire 99.5 per cent of the equity shares of RRPR Holding Private Limited, a promoter group company of NDTV.

AMNL’s wholly owned subsidiary VCPL holds warrants of RRPR Holding Private Limited (RRPR) entitling it to convert them into 99.99 per cent stake in RRPR. VCPL has exercised warrants to acquire 99.5 per cent stake in RRPR. Such acquisition will result in VCPL acquiring control of RRPR, Adani Group said in a statement on Tuesday.

RRPR is a promoter group company of NDTV and holds 29.18 per cent stake in NDTV.

VCPL, along with AMNL & AEL (persons acting in concert), will launch an open offer to acquire up to 26 per cent stake in NDTV, in compliance with the requirements of the SEBI’s (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Adani Group said.

Earlier, on Tuesday, NDTV said that the move by an Adani group subsidiary to acquire a 29.18per cent stake in it was made without any “conversation” or “consent” and that it founders were made aware of the development only on Tuesday.

In a statement that came soon after Adani Group announced that one of its subsidiaries will indirectly acquire a 29.18 per cent stake in NDTV, the founder-promoters of the broadcasting company said that a notice was issued to them without any discussion.

“Without any discussion with New Delhi Television Limited (NDTV) or its founder-promoters, Radhika and Prannoy Roy, a notice was served upon them by Vishvapradhan Commercial Private Limited (VCPL) stating that it (VCPL) has acquired control of RRPR Holding Private Limited (RRPRH). This entity owns 29.18per cent of NDTV. It has been given two days to transfer all its equity shares to VCPL,” the statement said.

VCPL has exercised its rights based on a loan agreement it entered with NDTV founders Radhika and Prannoy Roy in 2009-10, it added.

“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 (Tuesday). As recently as yesterday (Monday), NDTV had informed the stock exchanges that there was no change in the shareholding of its founders,” the statement said.

NDTV has “never compromised” on the heart of its operations - its journalism. “We continue to proudly stand by that journalism”, it added.

Earlier, an Adani Group arm had declared that it will indirectly acquire 29.18 per cent stake in NDTV through a subsidiary and make an open offer to acquire another 26 per cent of the shares.

It will trigger an open offer to acquire up to 26 per cent stake in NDTV in terms of SEBI’s Takeover Regulations. Adani Group said in a release that AMNL’s wholly-owned subsidiary VCPL holds warrants of RRPR Holding Private Limited entitling it to convert them into 99.99 per cent stake in RRPR.

The release said VCPL, along with AMNL & AEL (persons acting in concert), will launch an open offer to acquire up to 26 per cent stake in NDTV, in compliance with the requirements of the SEBI’s (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

It said NDTV has pioneered the delivery of credible news for over three decades and operates three national news channels -- NDTV 24x7, NDTV India and NDTV Profit. It also has strong online presence and remains one of the most followed news handles on social media with more than 35 million followers across various platforms, the Adani group release added.

NDTV recorded a Revenue of Rs 421 crore (4.21 billion) with an EBITDA of Rs 123 crore (1.23 billion) and net profit of Rs 85 crore (850 million) in FY22 with negligible debt. “This acquisition is a significant milestone in the journey of AMNL’s goal to pave the path of new age media across platforms,” said Sanjay Pugalia, CEO, AMG Media Networks Limited.

“AMNL seeks to empower Indian citizens, consumers and those interested in India, with information and knowledge. With its leading position in news and its strong and diverse reach across genres and geographies, NDTV is the most suitable broadcast and digital platform to deliver on our vision. We look forward to strengthening NDTV’s leadership in news delivery.” AMNL, wholly owned subsidiary of AEL, houses the media business of the Adani Group.

The company was recently incorporated to set up a credible next generation media platform with emphasis on digital and broadcast segments, amongst others, the release said, adding VCPL, which was recently acquired by AMNL, is its wholly owned subsidiary. Adani Enterprises Limited (AEL) is the flagship company of Adani Group, one of India’s largest business organisations.