New Delhi: Prannoy Roy and Radhika Roy have resigned as directors on the board of RRPR Holding Pvt Ltd (RRPRH) with effect from November 29 amid Adani Group’s open offer to acquire New Delhi Television Limited (NDTV). Prannoy Roy is the chairman of NDTV and Radhika Roy is the executive director. NDTV said in an exchange filing that the board of RRPR Holding has approved the appointment of Sudipta Bhattacharya, Sanjay Puglia, and Senthil Sinnaiah Chengalvarayan to the board of directors with immediate effect.
According to a news of Indian Express, on August 23 Adani Group led by Gautam Adani bought a 29.18 percent stake in the television channel NDTV Limited. The group then said it would launch an open offer to buy another 26 percent stake in the company in accordance with Securities and Exchange Board of India (SEBI) regulations. On November 22, Adani Group launched its open offer, which will remain open till December 5, 2022. The Roy family could have launched a counteroffer to stop Adani. But for this, a lot of money would have been required.
How was the foundation laid for the acquisition of NDTV?
In 2009 and 2010, VCPL gave an interest-free loan of Rs 403.85 crore to RRPR Holding Pvt Ltd, owned by Roy. In lieu of this loan, RRPR issued warrants to VCPL, which gave VCPL the right to convert a 99.9 percent stake in RRPR. Adani was not in the picture at that time. VCPL had raised money from Reliance Strategic Ventures, a wholly owned subsidiary of Mukesh Ambani-led Reliance Industries Limited, for lending to RRPR.
The sudden entry of the Adani group surprised
On 23 August, the Adani Group announced that AMG Media Networks Limited, a subsidiary of its flagship Adani Enterprises Limited, had bought VCPL for Rs 113.75 crore. Till then the loan was not repaid. NDTV Limited then said in a statement to the stock exchanges that the CPL notice was given without any discussion with NDTV or its founder-promoters. The Roy family directly holds a 32.36% stake in the company. Pranay’s share is 15.94%, while Radhika’s share is 16.32%. NDTV’s promoter group RRPL Holding holds a 29.18 percent stake in NDTV, which is being taken by the Adani group. If Adani acquires the required 26 percent stake through its open offer, its total stake will go up to 55.18 percent. With which he would gain control over the management of NDTV.
Adani has many options
If he fails to get a 50 percent stake, he has the option of buying shares from other institutional investors. Apart from Prannoy Roy and Radhika Roy and Adani Group, NDTV’s largest shareholder is Mauritius-registered foreign portfolio investor (FPI) LTS Investment Fund Ltd. Which has a 9.75% stake. It bought this stake in the quarter that ended in September 2016. The next largest FPI shareholder in NDTV is Mauritius-based Vikas India EIF I Fund, which holds a 4.42% stake in NDTV, which it acquired in the quarter that ended September 2021. Other major shareholders include GRD Securities (2.82%), Adesh Broking House (1.5%), Drolia Agencies (1.48%), and Confirm Rebuild (1.33%).
