Adani to pay Rs 26 cr to NDTV open offer sellers, match payment to founders

Will pay Rs 48.65 more per share as there was a difference between open offer price and that paid to Roys last week for additional stake, say proxy advisory firms

Adani Enterprises, the flagship company of the Adani group, on Tuesday said that it would pay Rs 48.65 more per share to investors who had tendered their shares in the recent open offer by the conglomerate for additional stake in New Delhi Television (NDTV). The open offer had begun on November 22 and concluded on December 5 and had seen investors tender a total of 5.32 million shares or a third of the open offer size of 16.7 million shares for Rs 294 apiece.

The latest payout, which works out to nearly Rs 26 crore, comes after the Adani group had paid Rs 342.65 a share to NDTV's founders, the Roys, on Friday for an additional 27.26 per cent stake in the news broadcaster. Friday's transaction was at a near 17 per cent premium to the open offer price, prompting proxy advisory firms to raise questions about the deal.

Sriram Subramanian, managing director, InGovern, a Chennai-based proxy advisory firm, had pointed to Regulation 8 (10) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Rules, 2011.

This rule states that the difference between the highest acquisition price (or transfer price) and the open offer price in the event of a transaction between two promoters within 26 weeks of the close of the open offer should be paid to all shareholders whose shares were accepted in the open offer.

"I had indicated earlier that it was only fair that shareholders who had tendered their shares in the open offer should be compensated for the difference in price. The Adani group is now paying heed to it," Subramanian said.

In a disclosure to the stock exchanges on Tuesday, the Adani group indicated as much, saying that the difference in price would be paid to the shareholders in compliance with Regulation 8 (10) of the SEBI SAST Rules. "The said payment will be made by the Acquirer by February 28, 2023; being sixty days from the Transfer Date," the Adani group said.

Category-wise data on the NSE shows that corporate investors in NDTV had offered the most at 3.93 million shares in the open offer. While retail investors had offered a little over 0.7 million shares. Qualified institutional buyers (QIBs) had tendered 0.68 million shares. The data by NSE does not identify either the corporates or QIBs who had offered to sell their shares.

RRPR Holding, at the centre of the acquisition plans unveiled by the Adani group in August, was bought by the Adani group’s AMG Media Networks by converting warrants. Following the acquisition, the Adani group had announced an open offer to buy an additional 26 per cent of NDTV in accordance with SEBI’s takeover regulations. The Adani group picked up an additional 8.27 per cent stake through the open offer route, emerging the single largest shareholder in NDTV at 37.45 per cent stake.

On December 23, the Roys announced their plan to sell most of their stake to the Adani group, indicating that their discussions with Gautam Adani had been constructive.

"All the suggestions we made were accepted by him positively and with openness. Consequently, with mutual agreement, we have decided to divest most of our shares in NDTV to (Adani Group firm) AMG Media Networks,” the Roys said. The Roys, who stepped down from the NDTV board on Friday, have retained a five per cent stake in NDTV, while the Adani group has near 65 per cent stake in the company.

NDTV shares closed trade on Monday at Rs 345 apiece on the BSE, up 1.69 per cent versus Friday's close.