NDTV says takeover bid by Adani Group is without consent

Earlier in the day Adani Group stated that it will indirectly acquire 29.18% stake in NDTV.

News broadcaster NDTV has said that AMG Media Networks Limited's (AMNL) bid to acquire a majority stake in the company has been initiated without a discussion with the founders and promoters of NDTV.

Earlier in the evening on Tuesday August 23 the news broke that Adani Group subsidiary AMG Media Networks Limited (AMNL) has indirectly acquired 29.18% stake in NDTV.

NDTV states that Vishvapradhan Commercial Private Limited (VCPL) has exercised its right to acquire 99.50% control of RRPR Holding Private Limited (RRPRH) without prior consultation. RRPRH is the promoter-owned company that holds 29.18% stake in NDTV currently.

"The NDTV founders and the Company would like to make it clear that this exercise of rights by VCPL was executed without any input from, conversation with, or consent of the NDTV founders, who, like NDTV, have been made aware of this exercise of rights only today," the company said in a BSE filing.

The basis of the notice that NDTV sent is a loan agreement it entered, with NDTV founders Prannoy Roy and Radhika Roy in 2009-10. According to a BSE filing, the notice states that VCPL has exercised its option to convert 19,90,000 warrants into equity shares of RRPRH at Rs 10/- per share, and that a total of Rs. 1.99 crores has been transferred to RRPRH.

"As recently as yesterday, NDTV had informed the stock exchanges that there was no change in the shareholding of its founders," it further said. According to the statement, RRPR Holding Private Limited along with Prannoy Roy and Radhika Roy continue to hold 61.45% of the total paid-up share capital of NDTV.

RRPRH, (which owns 29.18% of NDTV), has been instructed to transfer its equity shares to VCPL within two days. The filing also states that the company has also received a copy of the Public Announcement by VCPL dated August 23, 2022.

That announcement was regarding an open offer for acquiring upto 26% of the Voting Share Capital of NDTV at Rs. 294 per share (up to 16,762,530 fully paid-up Equity Shares) per in the requirements of the Securities and Exchange Board of lndia (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.