Adani Group expresses intent to complete NDTV open offer

Adani Group’s open offer to acquire another 26% in NDTV, has been delayed. It was scheduled to open on Monday.

Adani Group has written to SEBI, re-affirming its commitment to completing the open offer process. In a stock exchange filing, the company has said that VCPL has urged SEBI to provide its observations on the Draft Letter of Offer. 

"While the Underlying Transaction has not been consummated due to the stance being taken by RRPR (the promoter of NDTV), VCPL is committed to its vision and intends to proceed with the open offer in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (SEBI (SAST) Regulations), which require that the Open Offer be completed regardless of whether the Underlying Transaction has been consummated," the Adani Enterprises has now said in its letter to SEBI.

On August 23, the Adani Group indirectly acquired a 29.18% stake in NDTV through its acquisition of Vishvapradhan Commercial (VCPL). It announced that it will acquire additional 26% shares from the public through an open offer from October 17.

VCPL had lent over Rs 400 crore to NDTV's founders more than a decade ago, in exchange for warrants that allowed the company to acquire a stake of 29.18% in the news group at any time.

The transfer process has not been completed yet. JM Financial, the firm which is managing the open offer on behalf of Adani, has informed SEBI that the Adani Group intends to complete the open offer process, regardless of the status of share transfer.

It also urged SEBI to ‘provide its observations’ on the draft letter of offer filed in connection with the open offer in accordance with SEBI (SAST) regulations.

An appeal by SEBI is also pending in the Supreme Court (SC) against a recent judgment by the Securities and Appellate Tribunal (SAT).

Adani acquired VCPL after the SAT set aside SEBI’s order against the company giving it a clean chit in a 2009 deal with NDTV promoters — Pranoy and Radhika Roy. SEBI has challenged this SAT order.

Some reports suggest that SEBI will allow the open offer only after the SC gives its final verdict on the SAT order.