Explained: How Gautam Adani’s takeover of NDTV played out
KV Prasad Jun 13, 2022, 06:35 AM IST (Published)
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Summary
Ports-to-energy conglomerate Adani-group announced plans to acquire a majority stake in NDTV in August
Amid the takeover bid by the Adani Group, NDTV promoters Prannoy Roy and Radhika Roy resigned as directors on the board of RRPR Holding Private Limited (RRPRH) on Tuesday, November 29. The board of RRPRH, the promoter group vehicle of New Delhi Television Ltd (NDTV), approved the resignations of Prannoy Roy, who served as the chairperson of NDTV, and Radhika Roy, who was the executive director.
With the exit of Roys, the longstanding promoters of RRPRH, the takeover of this entity, which holds some 29.18 stake in NDTV, by Adani group is complete. Following this, the RRPRH board has appointed Sudipta Bhattacharya, Sanjay Pugalia and Senthil Sinniah Chengalvarayan as directors of the company with immediate effect, IANS reported.
On Monday, Reuters reported that NDTV promoter firm RRPR Holding transferred shares constituting 99.5 percent of its equity capital to an entity called Vishvapradhan Commercial (VCPL), which is now owned by the Adani group. With the transfer of shares, the Adani group’s stake in NDTV rose to 29.18 percent as of now.
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The billionaire is also conducting an open offer from November 22 to December 5 for an additional 26 percent stake in NDTV, Reuters reported.
Earlier, senior journalist Prannoy Roy held a 15.94 percent stake in NDTV, while his wife Radhika Roy holds 16.32 percent, taking their total to 32.26 percent in the newsgroup. RRPR Holdings, an abbreviation used for Radhika Roy and Pranay Roy, held another 29.18 percent stake in the NDTV shareholding, making these three the promoters of the beleaguered broadcaster.
Ports-to-energy conglomerate Adani-group announced plans to acquire a majority stake in NDTV in August. At the heart of the two-stage plan to acquire one of India’s most popular TV channels was a little-known Indian company called Vishvapradhan Commercial Private Limited (VCPL), founded in 2008, that was once associated with the Mukesh Ambani group.
Here is a look at how the hostile takeover has played out.
Why VCPL matters
The Adani Group announced its acquisition of VCPL in August, which cleared the way for the group to cement its control over NDTV.
In June 2008, NDTV founders Radhika and Prannoy Roy raised a loan of Rs 540 crore from Indiabulls Financial Services Private Limited for NDTV. In exchange, they pledged their shareholding in NDTV as security.
Four months later in October 2008, Radhika and Prannoy Roy took another loan of Rs 375 crore from ICICI Bank at a rate of 19 percent per annum to pay off the Indiabulls Housing Finance loan. The promoters pledged their entire shareholding in NDTV to secure this loan and also signed non-disposal undertakings with ICICI bank.
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In July 2009, the Roys took a loan of Rs 350 crore at zero interest rate from VCPL to pay off the loan taken from ICICI Bank. At the same time, the promoters agreed to execute two call option agreements between RRPR and VCPL, which gave the latter the right to acquire a 26 percent stake in NDTV at a price of Rs 214.65 per share. Following this, VCPL granted another loan of Rs 53.85 crore to the NDTV promoters.
As part of the loan agreement, the promoters agreed that RRPR would issue convertible warrants to VCPL which could be converted into equity shares aggregating to 99.99 percent of the fully diluted equity share capital of RRPR. Also, it was agreed that this conversion could be carried out at any time during the tenure of the loan or thereafter.
This meant that as long as the warrants were not executed, the Roys would continue to be promoters of the channel without the threat of a takeover.
However, Adani’s media flagship company, AMG Media Networks Ltd, acquired VCPL for Rs 113.75 crore and announced on August 23 that it was exercising those rights. The company gave the Roys just 48 hours to convert the warrants to shares.
Hostile takeover
One of the clauses of the agreement with VCPL stated that the company and its affiliates could not acquire NDTV shares to increase their holding to more than 26 percent without the consent of the promoters.
NDTV has reiterated that Adani’s takeover is being executed without discussion, consent or notice.
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Open offer
According to Indian securities regulation by the Securities and Exchange Board of India (Sebi), the acquiring entity’s indirect control over a stake above 25 percent means that it would have to announce an open offer to purchase at least 26 percent more from existing shareholders, giving them an opportunity to exit. The Adani Group announced an open offer for a further 26 percent in NDTV this month.
If the Adani Group gets 26 percent through the open offer, its stake would go up to 55.18 percent, while the founding couple would have around 32 percent stake in NDTV. However, if the Adanis fail to get a 50 percent stake, it would still have the option to buy shares from other institutional investors.
Besides the Roys, the single largest shareholder of NDTV is Mauritius-based foreign portfolio investor LTS Investment Fund Ltd which holds a 9.75 percent stake in the newsgroup. LTS Investment Fund acquired this stake in 2016. Another foreign portfolio investor, Mauritius-based Vikasa India EIF I Fund, holds a 4.42 percent stake in NDTV, which it acquired in 2021. Apart from these, other NDTV shareholders include GRD Securities (2.82 percent), Adesh Broking House (1.5 percent), Drolia Agencies (1.48 percent) and Confirm Realbuild (1.33 percent).
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KV Prasad Journo follow politics, process in Parliament and US Congress. Former Congressional APSA-Fulbright Fellow