Last month, Adani completed the acquisition of 17,577,676 shares from the Roys constituting a 27.26% stake in NDTV for ₹602.2 crore at ₹342.65 per share.
“Pursuant to this notice, the acquirer intends to inform the public shareholders of the target company whose shares were accepted in the open offer that since the transfer price is higher than the offer price, the acquirer, in compliance with regulation 8(10) of the Sebi (SAST Regulations), will be making an additional payment of ₹48.65 per equity share (being the difference between the transfer price and the offer price) to the accepted public shareholders,” Adani said in a public notice.
Additionally, it stated that the payment would arrive by February 28, 2023, which is 60 days after the transfer date.
Additionally, it stated that the payment would arrive by February 28, 2023, which is 60 days after the transfer date.
“The Adani Group has bought the shares from the Roys within 26 weeks of its open offer for NDTV. The price at which the shares from the Roy family were acquired by it was higher than the open offer price offered to the public shareholders of NDTV,” said Sudip Mahapatra, partner at S&R Associate.
“In such cases, Sebi takeover regulations require the acquirer to pay the difference between the two prices to the public shareholders who sold their shares in the open offer.”
KS Legal managing partner Sonam Chandwani said that the notification dated January 3, 2023, is a standard disclosure requirement under regulation 30 of the Sebi Listing Obligations and Disclosure Requirements (LODR).
“The Sebi Substantial Acquisition of Shares and Takeovers Regulations 2011 mandate that when there is a difference between the offer price and the transfer price of the shares, then the difference has to be paid to all the shareholders, including majority and minority shareholders who had also sold their shares during the open offer. Such provisions exist to ensure there is no discrimination with respect to shareholders who are founders and other majority and minority shareholders of a company. This ensures that the founders don’t get unjustly enriched at the expense of other shareholders of the company,” she added.
The price paid by Adani for acquiring the promoter stake was at a 17% premium compared to the ₹294 per share that it offered to public shareholders during the open offer.
