Adani’s stake in NDTV | Promoters cited SEBI’s ban on trading in shares

Royce hints at Adani Group’s inability to meet the two-day deadline set for transfer of shares

Royce hints at Adani Group’s inability to meet the two-day deadline set for transfer of shares

In the face of a takeover bid from the media subsidiary of the Adani Group, NDTV promoters Prannoy Roy and Radhika Roy on Thursday indicated that immediate transfer of their shares held through promoter holding firm RRPRH is not possible as currently stock market watchdog They have been banned by SEBI. By transacting directly or indirectly in shares.

SEBI had barred promoters from accessing the securities market for a period of two years ending November 26, 2022, unless the pending appeal proceedings are successfully concluded before that date, the company said in its latest regulatory filing. Told.

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Adani Enterprises, along with its subsidiary AMG Media Networks Ltd (AMNL), had on Tuesday announced a bid to acquire NDTV after it had indirectly acquired a 29.18% stake in the media outlet, including from its public There was an open offer to acquire another 26% stake. shareholder at ₹ 294 per share.

The statement by the promoters of NDTV issued to the stock exchanges on Thursday assumes significance as the Adani Group had sought transfer of 29.18% of the shares held by the promoters of NDTV through a holding firm RRPRH within two days.

AMNL Group had exercised warrants convertible into shares of RRPRH held by Vishwapradhan Commercial Private Limited (VCPL) as part of a loan agreement with Roy signed in 2009-10. The two founder-promoters of NDTV hold 32.26% stake in the company in their individual capacity.

Share price of NDTV, which stood at ₹366.20 on the Bombay Stock Exchange before the announcement of the takeover bid of Adani Group, closed 5% higher at ₹403.70 for the second consecutive day on Thursday.

The news broadcaster, which told exchanges that the entire transaction was done without the consent, discussion or input of the NDTV management, on Thursday said it has notified the Securities and Exchange Board of India (SEBI) about the “proposed acquirer” . The November 2020 order, “barred” them from dealing in securities.

“In view of the directions in force under SEBI’s order dated November 27, 2020, barring the founder-promoters Dr. Prannoy Roy and Mrs. Radhika Roy from entering the securities market, and prohibiting further purchase, sale, or otherwise dealing in securities, being directly or indirectly, or in any way connected with the securities market for a period of two years…” NDTV said in its latest regulatory filing.

“… SEBI approval is necessary for the proposed acquirer to secure 99.5% interest in the promoter group’s vehicle, as it would result in acquisition of voting rights in respect of 29.18% of the issued share capital of the target company held by the promoter group. vehicle,” it underlined.

NDTV further said that VCPL will be provided the details in compliance with the Substantial Acquisition of Shares of SEBI and the Acquisition Regulations, 2011.

Adani Enterprises Limited (AEL) had stated that VCPL is a wholly owned subsidiary of AMNL and has exercised its right to convert 19,90,000 warrants into 19,90,000 equity shares of RRPR by issuing warrant exercise notice The equity of the Company is 99.5% of the share capital. on Tuesday. The Open Offer is offered by VCPL, AMNL and AEL as individuals acting in concert.