Adani group rejects NDTV's assertion of Sebi nod needed for share acquisition

VCPL termed the contentions raised by RRPR as 'baseless, legally untenable and devoid of merit' 

Gautam Adani: File picture

TT Web Desk   |   New Delhi   |   26.08.22: Adani group on Friday rejected NDTV's assertion that Sebi approval is necessary to acquire interests in RRPR, saying the promoter entity 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 as "baseless, legally untenable and devoid of merit", Vishvapradhan Commercial Private Ltd (VCPL) said the holding firm is "bound to immediately perform its obligation and allot the equity shares" as specified in the Warrant Exercise Notice.

In a regulatory update, Adani Enterprises Ltd said VCPL has received a reply on behalf of NDTV and RRPR over the Warrant Exercise Notice dated August 23, 2022.

In the the reply, NDTV and RRPR said market regulator Sebi passed an order on November 27 last year against Prannoy Roy and Radhika Roy, restraining them to access the securities market.

Hence, prior written approval from the Securities and Exchange Board of India (Sebi) is required for the exercise of the conversion option on the Warrants, the letter had said

Rejecting it, VCPL has responded that "RRPR is not a party to the Sebi Order dated 27th November 2020. Consequently, the restraints as pointed out by RRPR in paragraphs 111(b) and 112 of the Sebi Order do not apply to RRPR".

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 said.

The group also said the performance of obligations by RRPR pursuant to the Warrant Exercise Notice will not result in violation of the Sebi order as "there is no, direct or indirect, dealing in any securities of Prannoy Roy or Radhika Roy" pursuant to the exercise of the Warrants by VCPL and allotment of shares by RRPR.

"VCPL, therefore, does not agree with RRPR that prior written approval from Sebi is required for allotment of shares to VCPL on the exercise of warrants," it added.

While replying to NDTV, VCPL expressed surprise at the stand taken by it in its letter from which it appears that "NDTV has adopted the stand taken by RRPR (a promoter shareholder of NDTV)".

"It also called upon NDTV to provide all information/documents, and immediately comply with the requests made by VCPL in furtherance to the Open Offer," it said.

On Thursday, NDTV had said the approval from market regulator Sebi is "necessary" for VCPL to acquire interests in NDTV''s promoter entity RRPR Ltd against an unpaid loan.

The Securities and Exchange Board of India (Sebi) on November 27, 2020, restrained the founder-promoters Prannoy and Radhika Roy "from accessing the securities market, and further prohibiting buying, selling, or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner whatsoever for a period of 2 years".

This ban expires on November 26, 2022, said NDTV in a disclosure to exchanges.

"... unless pending appeal proceedings were to successfully conclude prior, Sebi approval is necessary for the proposed Acquirer to secure 99.5 per cent interests in the Promoter Group vehicle, since this would consequently lead to the acquisition of voting rights in respect of 29.18 per cent of the issued share capital of the Target Company held by the Promoter Group vehicle," NDTV said in the regulatory filing.

On Tuesday, Adani group announced that it has acquired 29.18 per cent shareholding in NDTV and will launch an open offer to buy an additional 26 per cent stake.

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

The entity 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.

Adani group firm 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.

Shares of NDTV hit the upper circuit limit for the third straight day in the opening trade on Friday.

The company's shares have been rising after Adani group's hostile takeover bid for NDTV.

The scrip opened at Rs 423.85, its highest trading permissible limit for the day as well as the fresh 52-week high level on BSE. This was a 5 per cent increase compared to Thursday''s closing level of Rs 403.70 apiece.

As the session progressed, the shares were trading at Rs 422.10 apiece, a gain of 4.56 per cent.

On NSE too, the company's shares reached the upper circuit limit of Rs 427.95, which was also its 52-week high on the bourse, after opening at Rs 421.90.