NDTV founders seek SEBI clarification on transfer of shares to Adani

NDTV founders Radhika and Prannoy Roy's RRPR Holding has written a letter to capital markets regulator Securities and Exchange Board of India (SEBI), asking it to determine whether its previous order restricts conversion of warrants issued to Vishvapradhan Commercial Pvt Ltd (VCPL) into equity shares of the news broadcaster.

This comes days after VCPL in a notice to RRPR Holding said that it was exercising its right to convert warrants issued to it in 2009 into equity shares which would give VCPL the control of 99.5% of RRPRH.

SEBI in its order dated November 27, 2020 had restrained the NDTV founders from buying, selling or otherwise dealing in securities, directly or indirectly, for a period of two years, ending on November 26, 2022. "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 last week.

The news network has also postponed its annual general meeting by a week from September 20, 2022 to September 27, 2022 after Adani Group subsidiary VCPL made an open offer to acquire another 26% stake of the voting share capital of NDTV from the public shareholders at ₹294 per equity share.

On Friday, billionaire Gautam Adani-led Adani Group said RRPR Holding, 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.

VCPL, a fully owned subsidiary of Adani Group's AMG Media Networks, does not agree with RRPR that prior written approval from SEBI is required for allotment of shares to VCPL on exercise of warrants, Adani Enterprises said 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 ports-to-power conglomerate said.

The Adani group asserted that 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."

"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 said.

NDTV last week claimed that Adani Group-owned entities acquired the news network without any discussion with the company or its founder-promoters Radhika and Prannoy Roy.