Adani Enterprises-owned RRPR Holding, which acquired the stake, will own a 56.45% equity stake in NDTV from 29.18% earlier. An indirect subsidiary of Adani Enterprises, Vishvapradhan Commercial, holds an additional 8.27% equity stake in NDTV. Adani Enterprises’ cumulative shareholding will touch 64.72%.
Meanwhile, the Roys have resigned as whole-time directors. They were executive co-chairpersons. Apart from the Roys, Darius Taraporvala resigned as non-executive, non-independent director, while Kaushik Dutta, Indrani Roy, and John Martin O’Loan have resigned as non-executive, independent directors.
NDTV’s board has also approved the appointment of Aman Kumar Singh as an additional director in the capacity of non-executive non-independent director; and Sunil Kumar as an additional director in the capacity of non-executive, independent director. The Roys would continue to hold a 5% stake, which is valued at ₹110 crore at the same share price.
“We hereby inform you that RRPR, an indirect subsidiary of the company and member of the promoter/promoter group of NDTV, has acquired a 27.26% equity stake in NDTV from Prannoy Roy and Radhika Roy (sellers) by way of inter-se transfer under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011,” Adani Enterprises said in the regulatory filing on Friday.
Two regulatory requirements were considered in relation to the share price for this deal, said Sudip Mahapatra, partner at S&R Associate.
“Firstly, in order to avail an exemption from open offer requirements under the Sebi Takeover Regulations, the transfer price could not have been more than 25% above the average trading price of the shares in the last 60 trading days,” he said. “Secondly, the parties opted to transfer the shares through the block trade mechanism of the stock exchanges. Block trades executed in the morning need to be done at the previous day’s closing price.”
“The open offer by the Adani group and the subsequent acquisition of 27.26% shares owned by RRPR have tactfully achieved (the) displacing (of) Roys as promoters of NDTV,” said Priyanka Sinha, co-founder of law firm A&P Partners. “The Adani group might be shelling out a little over ₹600 crore for the acquisition from Roys, which will put the new acquirer in the driver’s seat.”