Don't need SEBI approval for NDTV acquisition: Adani Group

Billionaire Gautam Adani-led Adani Group on Friday said that its subsidiary Vishvapradhan Commercial Pvt Ltd (VCPL) does not agree with RRPR Holding that prior written approval from SEBI is required for allotment of shares to VCPL on exercise of warrants.

RRPR, the promoter-owned company that owns 29.18% of NDTV, is not a party to the SEBI order which restrains Prannoy Roy and Radhika Roy from accessing the securities market, Adani Enterprises says in a stock exchange filing.

"The contentions raised by RRPR in the letter are baseless, legally untenable and devoid of merit. RRPR is therefore bound to immediately perform its obligation and allot the equity shares as specified in the warrant exercise notice," the conglomerate says.

This comes a day after NDTV said the Adani group needs prior approval from India's capital markets regulator to acquire 99.5% control of RRPR.

The SEBI order of November 27, 2020 prohibits the Roys from 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 two years.

"Unless pending appeal proceedings were to successfully conclude prior, SEBI approval is necessary for the proposed acquirer to secure 99.5% interests in the promoter group vehicle, since this would consequently lead to acquisition of voting rights in respect of 29.18% of the issued share capital of the target company held by the promoter group vehicle," NDTV had said on Thursday.

Responding to the news network's letter, the Adani group says the warrant exercise notice has been issued by VCPL under a contract which is binding on RRPR. RRPR is therefore obligated to comply with its contractual obligations, it says.

"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 Mr. Prannoy Roy or Mrs. Radhika Roy pursuant to the exercise of the warrants by VCPL and allotment of shares by RRPR," the ports-to-power conglomerate adds.

"Further, on August 23, 2022, the amount of ₹1,99,00,000, being the amount payable for the 19,90,000 equity shares of RRPR pursuant to exercise of warrants, has been paid by VCPL and received by RRPR. Any subsequent attempt by RRPR to return the money received or the original warrant certificate shall have no legal effect on the exercise of warrants by VCPL which has been completed," the Adani group says in its stock exchange filing.

Earlier this week, NDTV said that Adani Group-owned entities acquired the news network without any discussion with the company or its founder-promoters Radhika and Prannoy Roy. Without any discussion with NDTV or its founder-promoters, a notice has been served upon them by VCPL, stating that VCPL has exercised its rights to acquire 99.50% control of RRPR Holding, the media house said.

NDTV said the company and its founders 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 on Tuesday.