NDTV promoter firm RRPR Holding transfers 99.5% shares to Adani's VCPL

Ongoing open offer draws bids for 5.3 mn shares as of Monday's close

News broadcaster New Delhi Television Ltd’s (NDTV’s) promoter firm RRPR Holding said on Monday that it had transferred shares constituting 99.5 per cent of its equity capital to Adani group-owned Vishvapradhan Commercial (VCPL).

The transaction was done on Monday, RRPR Holding said in a disclosure to the stock exchanges, in consonance with a conversion notice, dated August 23, 2022, issued by VCPL. This follows the expiry of the two-year restraint imposed by the Securities & Exchange Board of India (Sebi) on November 26, it said.

The transfer of shares will give the Adani group control over a 29.18 per cent stake in NDTV. The port-to-power conglomerate is also conducting an open offer for another 26 per cent stake in the media firm. The open offer, which began on November 22, has seen shareholders tender 5.3 million shares, or 31.78 per cent of the issue size of 16.7 million shares, so far, the exchange data showed.

Gautam Adani, chairman of the Adani group, in an interview with the Financial Times, recently said the NDTV purchase was a “responsibility” rather than a “business opportunity” for him, and invited NDTV owner-founder Prannoy Roy to remain its head.

“Sebi has not responded to a specific letter dated August 28, 2022, behalf the promoter group vehicle seeking clarification, but has since approved the letter of offer (dated November 11, 2022) by VCPL (acquirer) along with AMG Media Networks and Adani Enterprises for acquiring up to 16,762,530 fully paid-up equity shares of the face value of Rs 4 each representing 26 per cent of the voting share capital of New Delhi Television in accordance with the Sebi (Substantial Acquisition of Shares and Takeovers) Regulations, 2011,” RRPR Holding said on Monday.

On August 23, VCPL had said it had exercised rights to acquire an indirect stake of 29.18 per cent in NDTV through the conversion of warrants into an equity stake in the promoter group company RRPR Holding.  

The move had triggered an open offer for acquiring an additional 26 per cent stake in NDTV from its shareholders, even as the broadcaster said its founder-promoters, the Roys, had not consented to the exercise of rights, nor was any conversation or input given on the matter.

RRPR Holding had been asked to transfer its shares to the acquirer, VCPL, in two days, NDTV had said in a disclosure to the stock exchanges in August.

NDTV had said that VCPL had served a notice on the broadcaster based on a loan agreement it had entered into with its founders in 2009-10. “The notice states that VCPL exercised its option to convert 1,990,000 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,” NDTV said.

On Monday, shares of NDTV were locked in a 5 per cent upper circuit on the BSE, settling at Rs 406.10 apiece.