NDTV has deferred its Annual General Meeting (AGM) by a week to September 27 in view of the open offer from the Adani group to acquire a 26 per cent stake in the media company, according to a regulatory filing. The New Delhi Television Limited (NDTV)'s AGM was originally scheduled to be held on September 20.
Last week, the Adani group announced to indirectly acquire 29.18 per cent shareholding in NDTV, and launch an open offer to buy an additional 26 per cent stake. "The 34th AGM of NDTV is being moved from September 20, 2022, to September 27, 2022 as a result of the processes required after the Notice and Public Announcement of the Open Offer made by VCPL (an indirect subsidiary of Adani Enterprises Ltd) to our public shareholders for acquiring up to 26 per cent of the Voting Share Capital of the Company," said Saturday late night filing.
The AGM shall now be held on September 27, 2022 through Video Conference in accordance with the circulars issued by the Ministry of Corporate Affairs and Securities Exchange Board of India, it added.
On August 23, the Adani group announced to acquire 29.18 per cent shareholding in NDTV and to launch an open offer to buy an additional 26 per cent stake in the company, which operates three national news channels – English news channel NDTV 24×7, Hindi news channel NDTV India and business news channel NDTV Profit.
The key element behind the takeover bid is an unpaid loan that NDTV''s promoter entity RRPR Holding Pvt Ltd had availed from Vishvapradhan Commercial Pvt Ltd (VCPL). NDTV had taken a loan of Rs 403.85 crore in 2009-10 and against this amount, warrants were issued by RRPR. With the warrants, VCPL had the right to convert them into a 99.9 per cent stake in RRPR in case the loan was not repaid.
The Adani group first acquired VCPL from its new owner and exercised the option to convert unpaid debt into a 29.18 per cent stake in the news channel company. The promoters of NDTV had claimed that they were completely unaware of the takeover until Tuesday and that it was done without their consent.
On August 25, NDTV and RRPR had said market regulator Sebi passed an order on November 27 last year against Prannoy Roy and Radhika Roy, restraining them to access the securities market. Hence, prior written approval from the Securities and Exchange Board of India (Sebi) is required for the exercise of the conversion option on the Warrants, the letter had said.
However, the Adani group rejected NDTV's assertion the next day, saying the promoter entity is not a part of the regulator's order that restrained Prannoy and Radhika Roy from accessing the securities market. Terming the contentions raised by RRPR as "baseless, legally untenable and devoid of merit", VCPL had said the holding firm is "bound to immediately perform its obligation and allot the equity shares" as specified in the Warrant Exercise Notice.
VCPL had said RRPR is not a party to the Sebi Order dated 27th November 2020 and the restraints do not apply to it. The Warrant Exercise Notice was issued by its subsidiary VCPL under a contract, which is binding on RRPR, it added."RRPR is therefore obligated to comply with its contractual obligations," Adani Enterprises said.