Adani Enterprises on Friday (26 August) contended that RRPR is not a party to the Sebi order dated 27 November 2020 and and it is not under any restrain by the market regulator.
Adani Group's subsidiary Vishvapradhan Commercial Private Limited (VCPL) responded to the stock exchange filing by RRPR-promoter group vehicle of New Delhi Television (NDTV). It said that the contentions raised by NDTV promoter RRPR Holding are legally untenable and devoid of merit. RRPR is therefore bound to immediately perform its obligation and allot the equity shares as specified in the warrant exercise notice.RRPR is a promoter group company of NDTV and holds 29.18% stake in NDTV.
The Adani group on Tuesday (23 August) launched takeover bid of the media company.
VCPL, a wholly owned subsidiary of AMG Media Networks Limited (AMNL), holds warrants of RRPR, entitling it to convert them into 99.9% stake in RRPR. AMNL is 100% subsidiary of Adani Enterprises Limited (AEL).
VCPL has exercised warrants to acquire 99.5% stake in RRPR. Such acquisition will result in VCPL acquiring control of RRPR.
Further, VCPL, along with AMNL & AEL (persons acting in concert), launched an open offer to acquire up to 26% stake in NDTV at Rs 294 per share (based on Sebi's takeover guidelines), representing a 19.72% discount to NDTV's Rs 366.20 closing price on the BSE Tuesday (23 August).
However in a regulatory filing on Thursday (25 August), NDTV contended that the Adani Group may not be able to complete its deal to buy RRPR Holdings as Prannoy, Radhika Roy have been restrained from dealing in securities by a 2020 SEBI order. The Sebi restriction expires on 26 November 2022. Hence, a Sebi approval is necessary for VCPL to acquire interests in NDTV's promoter entity RRPR against an unpaid loan.
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VCPL responded on Friday (26 August) that "Performance of obligations by RRPR pursuant to the warrant exercise notice will not result in violation of the Sebi order as there is no, direct or indirect, dealing in any securities of Mr. Prannoy Roy or Mrs. Radhika Roy pursuant to the exercise of the warrants by VCPL allotment of shares by RRPR."
"VCPL therefore does not agree with RRPR that prior written approval from SEBI is required for allotment of shares to VCPL on exercise of warrants," it added.
"Further, on August 23, 2022, the amount of ₹1,99,00,000, being the amount payable for the 19,90,000 equity shares of RRPR pursuant to exercise of warrants, has been paid by VCPL and received by RRPR," it stressed, adding, "Any subsequent attempt by RRPR to return the money received or the original warrant certificate shall have no legal effect on the exercise of warrants by VCPL which has been completed," it noted.
VCPL has called upon NDTV to provide all information/documents and immediately comply with the requests made by VCPL in furtherance to the open offer.
NDTV founders Prannoy and Radhika Roy control 32.26% of shares in NDTV, while the public shareholders own 38.55%.
NDTV is a leading media house and it operates three national news channels - NDTV 24x7, NDTV India and NDTV Profit.
NDTV recorded a revenue of Rs 421 crore with an EBITDA of Rs 123 crore and net profit of Rs 85 crore in FY22 with negligible debt.
On a consolidated basis, net profit of NDTV rose 45.28% to Rs 23.23 crore on 26.72% rise in net sales to Rs 107.74 crore in Q1 June 2022 over Q1 June 2021.
Shares of NDTV hit an upper circuit limit of 5% at Rs 423.85 on the BSE. The stock has climbed 18.76% in four sessions.
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