NDTV seeks SEBI clarification on Adani deal

Bengaluru: The New Delhi Television on Monday said that its promoter group has written to the Securities and Exchange Board of India (SEBI)

asking it to clarify whether the regulator's order in 2020 restricts conversion of warrants issued to Vishvapradhan Commercial Pvt Ltd (VCPL) into equity shares.

The news channel company sought the clarification after Gautam Adani's conglomerate last week said it was seeking to control a majority stake in NDTV.

“NDTV founders Radhika and Prannoy Roy have informed New Delhi Television Limited (“NDTV") that the promoter group vehicle of NDTV, viz. RRPR Holding Private Limited (“RRPRH") has written a letter dated 28 August 2022 to SEBI, asking it to determine whether the SEBI order dated 27 November 2020 restricts conversion of warrants issued to Vishvapradhan Commercial Private Limited (“VCPL") into equity shares of the promoter group vehicle RRPRH," a media report quoted from a regulatory filing by the company.

Media reports, meanwhile, said SEBI has found there is no bar on RRPR Holding Ltd from allotting shares to Adani Group.

NDTV has deferred its Annual General Meeting (AGM) by a week to September 27 in view of the open offer from the Adani group to acquire a 26 per cent stake in the media company, according to a regulatory filing.

The AGM was originally scheduled to be held on September 20.

Last week, the Adani group announced to indirectly acquire 29.18 per cent shareholding in NDTV, and launch an open offer to buy an additional 26 per cent stake.

On August 23, the Adani group announced to acquire 29.18 per cent shareholding in NDTV and to launch an open offer to buy an additional 26 per cent stake in the company, which operates three national news channels - English news channel NDTV 24x7, Hindi news channel NDTV India and business news channel NDTV Profit.

The key element behind the takeover bid is an unpaid loan that RRPR Holding Pvt Ltd had availed from VCPL.

NDTV had taken a loan of Rs 403.85 crore in 2009-10 and against this amount, warrants were issued by RRPR. With the warrants, VCPL had the right to convert them into a 99.9 per cent stake in RRPR in case the loan was not repaid.

The Adani group first acquired VCPL from its new owner and exercised the option to convert unpaid debt into a 29.18 per cent stake in the news channel company.

The promoters of NDTV had claimed that they were completely unaware of the takeover until Tuesday and that it was done without their consent.