NDTV seeks clarity from Sebi on Adani deal

Battling a hostile takeover bid, NDTV's promoter entity RRPR Holding Ltd has sought clarity from Sebi on whether its earlier order bars the conversion of warrants issued to VCPL, now owned by the Adani group.

Passing an order on November 27, 2020, the Securities and Exchange Board of India (Sebi) has restrained NDTV founders Radhika and Prannoy Roy to access the securities market for a period of 2 years.

As restrictions are still in force, hence a prior written approval from Sebi was required for Vishvapradhan Commercial Private Limited (VCPL) for the exercise of the conversion option on the warrants, NDTV founders had said.

Now in the latest filing, NDTV said its founders have informed that "RRPR Holding has written a letter dated 28 August 2022 to SEBI, asking it to determine whether the SEBI order dated 27 November 2020 restricts the conversion of warrants issued to VVCPL into equity shares of the promoter group vehicle RRPRH".

The restrictions over NDTV founders end on November 26, 2022.

Adani group has already rejected NDTV's assertion on August 26, saying the promoter entity RRPR Holding is not a part of the regulator's order that restrained Prannoy and Radhika Roy from accessing the securities market.

Terming the contentions raised by RRPR Holdings as "baseless, legally untenable and devoid of merit", VCPL had said the holding firm is "bound to immediately perform its obligation and allot the equity shares" as specified in the Warrant Exercise Notice.

VCPL said RRPR is not a party to the Sebi Order dated November 27, 2020, and the restraints do not apply to it.

The Warrant Exercise Notice was issued by its subsidiary VCPL under a contract, which is binding on RRPR, it added.

"RRPR is therefore obligated to comply with its contractual obligations," Adani Enterprises had earlier said.

Last week, NDTV informed that it has deferred its annual general meeting 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.

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 NDTV''s promoter entity 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.