Adani firms to acquire 29.18% stake in NDTV and launch open for another 26% stake

NEW DELHI: Billionaire Gautam Adani would soon take control of NDTV after Adani Group firms today launched an open offer to acquire 26 per cent stake in the media company for Rs 294 per share. Taking its total shareholding in NDTV to 55.18 per cent upon successful completion of the offer, Adani firm AMG Media Networks Limited (AMNL) will also indirectly acquire another 29.18 per cent stake in the media company.

"Vishvapradhan Commercial Private Limited (VCPL), a wholly owned subsidiary of AMG Media Networks Limited (AMNL), exercised the rights to acquire 99.5% of the equity shares of RRPR Holding Private Limited, a promoter group company of NDTV," AMG Media Networks said in a release.

It said the move would trigger an open offer to acquire up to 26% stake in NDTV in terms of SEBI’s Takeover Regulations.

RRPR is a promoter group company of NDTV and holds a 29.18% stake in NDTV. VCPL, along with AMNL & AEL (persons acting in concert), launched an open offer to acquire up to 26% stake in NDTV in compliance with the requirements of the SEBI’s (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

A BSE filing said the open offer would be for a total consideration of up to Rs 492.8 crore payable in cash.

“This acquisition is a significant milestone in the journey of AMNL’s goal to pave the path of new age media across platforms,” said Sanjay Pugalia, CEO, AMG Media Networks Limited.

Adani firm VCPL said it has the right to buy all of the existing equity shares of RRPR held by Prannoy Roy and Radhika Roy and acquire 100% of the equity share capital of RRPR.

RRPR holds 18,813,928 equity shares representing 29.18% of the total voting equity share capital of NDTV.

"Thus, the said transaction will result in an indirect acquisition of voting rights in excess of 25% of NDTV, triggering an open offer by VCPL under the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST Regulations”) for up to 16,762,530 fully paid-up equity shares,
constituting 26% of the voting share capital of NDTV," Adani Enterprises said in a BSE filing.

As per the terms of the warrants, upon exercise of 1,990,000 warrants, RRPR is obligated to allot 1,990,000 equity shares of RRPR to VCPL within 2 days from today, i.e. by 25th August.

In FY22, NDTV recorded a revenue of Rs 421 crore with an EBITDA of Rs 123 crore and a net profit of Rs 85 crore with negligible debt. "The acquisition is in line with AMNL’s objective of setting up a credible next-generation media platform with an emphasis on digital and broadcast segments, amongst others," AMNL said.

The well-diversified Adani Group, which has recently forayed in the media business, had bought 49% stake in Raghav Bahl's Quintillion Media recently.

On Tuesday, shares of NDTV settled at Rs 366.20 on BSE, up 2.61 per cent from the previous close.

Later on, in a statement, NDTV said VCPL served a notice to acquire 99.50% control of RRPR without any discussion.

"The notice from VCPL is based on a loan agreement it entered with NDTV founders Radhika and Prannoy Roy in 2009-10. The notice states that VCPL exercised its option to convert 19,90,000 warrants into equity shares of RRPRH at Rs 10/- per share and that a total of Rs 1.99 crores has been transferred to RRPRH," it said.

On whether the founder-promoters of NDTV are selling their stake in the company held via RRPR Holding, the channel called it a baseless rumour.

"Radhika and Prannoy Roy are not in discussions now, nor have been, with any entity for a change in ownership or divestment of their stake in NDTV. They individually and through their company, RRPR Holding Private Limited, continue to hold 61.45% of the total paid-up share capital of NDTV," NDTV said in a BSE filing.