Amid Adani Group’s open offer to acquire NDTV, Prannoy and Radhika Roy resign

Amid Adani Group’s open offer to acquire New Delhi Television Limited (NDTV), Prannoy Roy and Radhika Roy have resigned from the board of directors of RRPR Holding Pvt Ltd (RRPRH).

NDTV told the Bombay Stock Exchange in a letter on Tuesday, “NDTV is informed by Promoter Group Vehicles RRPR Holding Private Limited (RRPRH) that the Board of Directors in its meeting held today i.e. November 29, 2022 has approved the following are: 1. Appointment of Shri Sudipta Bhattacharya (DIN: 0006817333), Shri Sanjay Puglia (DIN: 0008360398), and Shri Senthil Sinnaiah Chengalvarayan (DIN: 02330757) as Directors on the Board of RRPRH with immediate effect.

The resignation of Dr. Prannoy Roy (DIN: 00025576) and Smt. Radhika Roy (DIN: 00025625) as Directors on the Board of RRPRH, with effect from the end of business hours of November 29, 2022.

On 23 August, Gautam Adani-led Adani Group, a conglomerate with diversified business interests, acquired 29.18 per cent stake in television channel NDTV Ltd, saying it would make an open offer as required by the Securities and Exchange Board of India (SEBI). will start. to buy another 26 percent in the company. On November 22, Adani Group launched its open offer, which will remain open till December 5, 2022.

As per SEBI (Substantial Acquisition of Shares and Acquisitions) Regulations, an open offer is made by the acquirer to the shareholders of the target company inviting them to tender their shares at a particular price, and if an acquirer has more than 25 If there are more shares then it gets activated. The percentage of public shareholding in the company.

Therefore, in the case of NDTV, with the Adani group emerging as a major shareholder with 29.18 per cent shareholding and likely to change the control structure of the company, it will have to make an open offer to buy the other 26 per cent stake so as to exit the company. Minority shareholders wishing to exit can tender their shares.

On Monday, Reuters reported that an entity backed by NDTV’s founders had issued shares to a unit of the Adani Group, bringing the group closer to acquiring the media firm.

The Roys could have launched a counteroffer to stall Adani, but that would have required significant financial muscle.

In 2009 and 2010, VCPL gave an interest-free loan of Rs 403.85 crore to RRPR Holding Pvt Ltd, owned by Roy. Against this loan, RRPR issued warrants to VCPL, which gave VCPL the right to convert 99.9 per cent stake in RRPR.

Adani was not in the picture at that time. For the loan to RRPR, VCPL had raised funds from Reliance Strategic Ventures, a wholly owned subsidiary of Mukesh Ambani-led Reliance Industries Limited.

On 23 August, the Adani Group announced that AMG Media Networks Limited, a subsidiary of its flagship Adani Enterprises Limited, had bought VCPL for Rs 113.75 crore. Till then the loan was not repaid. NDTV Ltd had then said in a statement to the stock exchanges that the CPL notice was given to them “without any discussion with NDTV or its founder-promoters”.

“Without any discussion with NDTV or its founder-promoters, a notice has been served to them by VCPL, stating that it (VCPL) has exercised its rights to acquire 99.50% control of RRPR, which Promoter owned company who owns 29.18%. NDTV,” his statement said.