NDTV: Adani Group Offers To Buy 26% at Rs294 per Share in Cash
Moneylife Digital Team 23 August 2022
Adani group companies, Adani Enterprises Ltd, its media unit AMG Media Networks Ltd and indirect subsidiary Vishvapradhan Commercial Pvt Ltd (VCPL), have made an open offer to buy up to 26% stake in Dr Prannoy Roy-led New Delhi Television Ltd (NDTV) at Rs294 per share cash. VCPL hold warrants in RRPR Holding Pvt Ltd, a company of Dr Roy and his wife Radhika, which own 18,813,928 shares, representing 29.18% of the total voting share capital in NDTV. VCPL has exercised its warrants to acquire a 99.5% stake in RRPR Holding, which has triggered the open offer to buy up to 26% stake in NDTV. Before the announcement, NDTV shares closed Tuesday 2.61% up at Rs366.20 on the BSE.
 
In a regulatory filing, NDTV says, "Vishvapradhan Commercial (acquirer), along with AMG Media Networks, and Adani Enterprises, collectively referred to as PACs in their capacity as the persons acting in concert with the acquirer, have announced an open offer for acquisition of up to 16,762,530 fully paid-up shares of face value of Rs4 each from the public shareholders of the target company (NDTV), representing 26% of the voting share capital of the target company on a fully diluted basis as on the 10th working day from the closure of tendering period, at a price of Rs294 per equity share aggregating to total consideration of up to Rs492,81,83,820 (Rs492.84 crore) payable in cash."
 
Dr Roy, and his wife Radhika, through their company, RRPR Holding Pvt Ltd, hold a 61.45% stake in NDTV.
 
According to the filing, the transaction that triggered the open offer obligations was VCPL exercising a portion of its 1,990,000 warrants, constituting a 99.50% stake in RRPR Holding, promoter of NDTV. 
 
"VCPL may exercise the purchase option by purchasing the 10,000 equity shares held by the promoter individuals for Rs100,000 at any time and in such manner as it may deem fit...However, it may be noted that neither the subsequent warrant exercise and consequent issuance of equity shares of RRPR Holding resulting in VCPL holding up to 99.99% of the equity share capital of RRPR Holding, nor the purchase option exercise and consequent transfer of equity shares of RRPR Holding by the promotor individuals (Dr Roy and Ms Roy) to VCPL resulting in VCPL holding 100% of the equity share capital of RRPR Holding, will result in any further acquisition of voting rights in or control over the NDTV by VCPL than as set out in this public announcement," the regulatory filing issued by JM Financial Ltd, the manager for the open offer, says. 
 
Earlier, in July 2009, NDTV promoters took a loan of Rs350 crore from VCPL to repay ICICI Bank Ltd. RRPR, Dr Roy, Ms Roy and VCPL were signatories to the loan agreement. Through this loan agreement, Rs350 crore was advanced to RRPR Holding to enable the company to discharge its liability towards ICICI Bank. 
 
Simultaneously, two call option agreements dated 21 July 2009 were executed for 1,63,05,404 equity shares of NDTV, representing 26% of NDTV shares. The call option agreement between RRPR Holding and Shyam Equities Pvt Ltd (SEPL) in terms of which SEPL had the right to purchase 11.01% equity shares of NDTV from RRPR Holding at a call option price of Rs214.65 per share. 
 
Another call options agreement of the same date was executed between RRPR Holding and Subhgami Trading Pvt Ltd (STPL), in terms of which STPL had a right to purchase 14.99% equity shares of NDTV from RRPR Holding at a call option price of Rs214.65 per share. Both SEPL and STPL are associates of VCPL. Another loan for Rs53.85 crore was taken by NDTV promoters from VCPL on 25 January 2010.
 
In June 2008, Dr Roy, his wife and RRPR Holding, the promoters of NDTV, made an open offer for the shares of NDTV. To finance the open offer, they borrowed around Rs540 crore from Indiabulls Financial Services Ltd by pledging their shares in NDTV as security. 
 
In October 2008, NDTV promoters took a loan of Rs375 crore from ICICI Bank Ltd to repay the loan obtained from Indiabulls Financial Services. The ICICI Bank loan carried a rate of interest of 19% per annum. To secure the borrowing of Rs375 crore, the promoters had encumbered their entire shareholding in NDTV through non-disposal undertakings with ICICI Bank. Dr Roy and Ms Roy also provided personal guarantees for this loan.

 

Comments
saharaaj
4 months ago
SACH Dikhate hai Hum complexity of business deals .. now convoluted litigation will start. one thing would be good if deal materialized no more visits of ED Explosive Detonators
r_ashok41
4 months ago
So Mukesh ambani buys some media and adani group also buys a media company
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