It may be noted that the conglomerate led by India’s richest man Gautam Adani had missed the date for the open offer launch. The offer was to be launched on October 17.
The group has now asked regulator SEBI for comments on its draft open offer letter, it said.
In August, Adani Group bought Vishvapradhan Commercial Pvt Ltd (VCPL) which had lent over Rs 400 crore to NDTV’s founders more than a decade ago. The deal had a clause for allowing VCPL to take 29.18 per cent in NDTV “at any time”.
Following Adani’s acquisition, VCPL announced that it would launch an open offer on October 17 for buying 26 per cent stake from NDTV’s minority shareholdres.
NDTV’s founder-promoters opposed the offer, asserting that a deal cannot pass without Sebi and I-T department’s approval. The promoters had claimed that they “were completely unaware of the takeover and it was done without their consent.”
Adani group, on its part, had contested the founders’ claim, asserting that the deal would not require any clearance from I-T.
As per the open offer proposal, VCPL — along with AMG Media Networks and Adani Enterprises — was to buy an additional 26 per cent (or 1.67 crore shares) at an offer price of Rs 294/share.
If fully subscribed, the open offer will amount to Rs 492.81 crore at the price stated above.
According to VCPL’s stock exchange filing, “The decision to acquire NDTV was arrived at in furtherance of the Adani Group’s objective to set up a credible next generation media platform with emphasis on digital and broadcast segments, and that NDTV is a suitable broadcast and digital platform to deliver on this vision.”
The filing said JM Financial, the company which is managing the offer on VCPL’s behalf, addressed the letter to SEBI on October 19, 2022, on behalf of VCPL. As per the letter, the open offer would (tentatively) close on November 1.
“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 filing added.
