Sebi orders Vishvapradhan Commercial to make an open offer for NDTV

The Securities and Exchange Board of India (Sebi) on Tuesday passed an order asking Vishvapradhan Commercial Pvt Ltd (VCPL) to make an open offer in New Delhi Television Ltd (NDTV). 

The order noted that VCPL had acquired indirect control through a loan agreement in 2009, which would have necessitated an open offer at the time. The regulator has now asked for this open offer to be made with interest. “The noticee shall, along with the offer price, pay interest at the rate of 10 per cent per annum from the date when they incurred the liability to make the public announcement till the date of payment of consideration,” said the order. The loan in question also originated from a separate open offer. NDTV’s promoter group made an open offer in 2008, for which they borrowed Rs 5.40 billion from Indiabulls Financial Services to finance this open offer. The promoters then took another loan of Rs 3.75 billion from ICICI Bank to repay Indiabulls and the ICICI Bank loan was repaid in 2009 with a Rs 3.50 billion loan from VCPL. 

The loan agreement gave VCPL special powers over the firm, which included the right to purchase stake in the promoter entity (indirectly allowing it control over the stake in NDTV). The Sebi said these special powers necessitate an open offer.