Sebi approval needed for Adani to secure promoter group's stake: NDTV

Regulator in 2020 barred Prannoy and Radhika Roy from selling their shares, says news company

NDTV has said the Sebi in November 2020 banned its promoters for two years from buying or selling shares and any share transfer related to the news network’s acquisition by the Adani group would require the regulator’s approval.

NDTV said in a statement unless pending appeal proceedings were to successfully conclude, prior SEBI approval is needed for Adani to secure 99.5 per cent in the promoter group entity since this would consequently lead to acquisition of voting rights in respect of 29.18 per cent held by the RRPR Holdings in the news network.

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On Tuesday, Vishvapradhan Commercial Private Ltd (VCPL, the proposed acquirer) along with AMG Media Networks and Adani Enterprises made an open offer for NDTV under the SEBI (SAST) Regulations, 2011.

NDTV said the Sebi restrained 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; for a period of 2 years, which expires on November 26, 2022.

These details will be provided to VCPL, it said.

Corporate lawyers said NDTV's stand is a procedural issue.

"The requirement of an approval from SEBI may be a pre-condition due to the existing SEBI order against the promoters in dealing with securities. However, that is merely a procedural requirement to be completed by the acquirer in the open offer process. The open offer by VCPL is valid and would need to go through, subject to an approval from SEBI," said Praveen Raju, Partner, Spice Route Legal.

As per Adani announcement on August 23, NDTV was asked to transfer shares to VCPL by today.