ndtv: Adani Group Open Offer: NDTV delays AGM by one week, now on September 27th

NDTV postponed its annual general meeting (AGM) by a week until September 27 ahead of the Adani Group’s open offer to acquire a 26% stake in the media company, according to a regulatory filing.

The New Delhi Television Limited (NDTV) AGM was originally scheduled for September 20.

Last week, the Adani Group announced that it would indirectly acquire a 29.18% stake in NDTV and launch an open offer to purchase an additional 26% stake.

“The 34th General Meeting of NDTV was moved from September 20, 2022 to September 27, 2022 as a result of the procedures required following the Notice and Public Announcement of the Open Offer made by VCPL (an indirect subsidiary of Adani Enterprises Ltd) to our public shareholders for having acquired up to 26 per cent of the Company’s voting share capital, “the filing said late Saturday night.

The AGM will now be held on September 27, 2022 via videoconference in accordance with circulars issued by the Ministry of Corporate Affairs and the Stock Exchange Council of India, he added.

On August 23, the Adani Group announced it was acquiring a 29.18% stake in NDTV and launching an open offer to purchase an additional 26% stake in the company, which operates three national news channels: News Channel English NDTV 24×7, Hindi news channel NDTV India and business news channel NDTV Profit.

The key element behind the takeover bid is an unpaid loan that the promoter entity of NDTV RRPR Holding Pvt Ltd used Vishvapradhan Commercial Pvt Ltd (VCPL).

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

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

The promoters of NDTV said they were completely unaware of the acquisition until Tuesday and that it took place without their consent.

On August 25, NDTV and RRPR claimed that market regulator Sebi had approved an order on November 27 last year against Prannoy Roy and Radhika Roy, preventing them from entering the securities market.

Therefore, for the exercise of the conversion option on the Warrants, the prior written approval of the Securities and Exchange Board of India (Sebi) is required, as stated in the letter

However, the next day the Adani group rejected NDTV’s claim, stating that the sponsoring entity is not part of the regulator’s order that prevented Prannoy and Radhika Roy from entering the securities market.

Defining the disputes raised by RRPR as “unsubstantiated, legally unsustainable and without merit”, VCPL had stated that the holding company is “required to immediately fulfill its obligation and to assign the shares” as specified in the notice to exercise the warrant. .

VCPL had stated that RRPR is not part of the Sebi order of November 27, 2020 and the restrictions do not apply to it.

The notice to exercise the warrant was issued by its subsidiary VCPL under a binding contract for RRPR, he added.

“RRPR is therefore obligated to comply with its contractual obligations,” said Adani Enterprises.