NDTV open offer closes; Adani Group's stake now more than 37%

Billionaire Gautam Adani's group open offer for NDTV ended on Monday with investors tendering nearly 32% share of the media house despite a deep discount to the stock's current trading price.

The Adani group firm acquired nearly 53.27 lakh share shares of NDTV from the open market at a price band of Rs 294 by the end of trading hours on Monday, exchange data showed.

The Adani group launched the open offer to buy 1.67 crore shares, or 26% of equity from the NDTV's minority investors after it indirectly acquired promoter group firm RRPR Holdings, according to data available on the BSE website.

NDTV shares settled at Rs 393.90 a piece on Monday, which was almost 34% higher than the offer price. In the last three months, NDTV shares reached a high of Rs 540.85 on September 5, 2022.

The shares tendered so far equal to 8.26% shareholding of NDTV. Together with a 29.18% stake, Adani group has already acquired, the ports-to-energy conglomerate would have a 37.44% stake - larger than the 32.26% holding of founders Prannoy Roy and Radhika Roy.

Markets regulator Sebi had on November 7 granted its approval to the proposed Rs 492.81 crore-open offer.

Prior to the Adani group's hostile takeover, promoters held a 61.45% stake in NDTV. This included 1.88 crore shares or 29.18% held by RRPR Holding.

RRPR Holding is the firm that Adani group indirectly acquired in August -- triggering a wider open offer to buy a further 26% of the media company.

Last week, NDTV announced the resignation of Roys from the RRPR board but they continued on the NDTV board. NDTV will give Adani group a footprint in media space as part of its broader diversification spree that has led to the expansion of the conglomerate beyond coal mining and ports into airports, data centres, cement and digital services.

In 2009, RRPR, or Radhika Roy Prannoy Roy Holdings Private Limited, took an interest-free loan of Rs 403 crore from a firm linked to Reliance Industries, which eventually ended up with a closely-held firm, Vishvapradhan Commercial (VCPL).

The loan allowed VCPL to convert warrants into shares of RRPR Holdings, which held a 29.18% stake in NDTV. Adani group in August acquired VCPL and sought the conversion of warrants arising from unpaid loans into equity.

NDTV initially said the move was "executed without any input from, conversation with, or consent of" its founders. But late last month the conversion was agreed to and Adani got 29.18% shares of NDTV.

Post takeover, Adani group appointed two of its executives -- Sudipta Bhattacharya and Sanjay Pugalia -- to the RRPR board. It also appointed to the board Senthil Chengalvarayan, a journalist who is an independent director at Quintillion Business Media, another media firm in which Adani bought a stake earlier this year.

Pugalia, a former journalist, is the chief executive officer and editor-in-chief of media initiatives at Adani group.

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