After NDTV said that the SEBI approval is necessary for the acquisition of a 99.5% stake in the promoter firm, Adani Enterprises responded by saying that the SEBI approval is not required since RRPR is not a party to the market watchdog's order dated 27th November 2020.
AMG Media Networks Limited (AMNL), a wholly owned subsidiary of Adani Enterprises, has announced the indirect acquisition of a 29.18% stake in NDTV. The company has also made an Open Offer to acquire an additional 26%.
Vishvapradhan Commercial Private Limited (VCPL), a wholly owned subsidiary of AMNL, has exercised the rights to acquire 99.5% of the equity shares of RRPR Holding Private Limited, a promoter group company of NDTV.
Responding to the NDTV letter, VCPL denied the contents of the letter and further stated that nothing contained in the NDTV letter should be deemed to be admitted for want of specific traverse in VCPL’s reply.
VCPL also expressed surprise at the stand taken by NDTV in its letter. It also called upon NDTV to provide all information/documents and immediately comply with the requests made by VCPL in furtherance to the Open Offer.
Responding separately to the RRPR letter, which seconded the argument made by NDTV that SEBI approval is required, Adani said RRPR is not a party to the SEBI Order dated 27th November 2020 and therefore the restraints pointed out by RRPR in paragraphs 111(b) and 112 of the SEBI Order do not apply to the company.
Adani also stated that the Warrant Exercise Notice has been issued by VCPL under a contract that is binding on RRPR. RRPR is therefore obligated to comply with its contractual obligations, it added.
"Performance of obligations by RRPR pursuant to the Warrant Exercise Notice will not result in violation of the SEBI Order as there is no, direct or indirect, dealing in any securities of Mr. Prannoy Roy or Mrs. Radhika Roy pursuant to the exercise of the warrants by VCPL and allotment of shares by RRPR.," Adani said.
VCPL said it does not agree with RRPR that prior written approval from SEBI is required for allotment of shares to VCPL on the exercise of warrants.
The company added that an amount of Rs. 1,99,00,000 has been paid to RRPR for the acquisition of 19,90,000 equity shares pursuant to the exercise of warrants.
"Any subsequent attempt by RRPR to return the money received or the original warrant certificate shall have no legal effect on the exercise of warrants by VCPL which has been completed," it stated.
According to VCPL, the contentions raised by RRPR in the Letter are baseless, legally untenable, and devoid of merit. "RRPR is therefore bound to immediately perform its obligation and allot the equity shares as specified in the Warrant Exercise Notice."
In a letter to the exchange, NDTV had noted that the SEBI directions restrain the Founder-Promoters Dr. Prannoy Roy and Mrs. Radhika Roy from accessing the securities market, and further prohibited the promoters from buying, selling, or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner whatsoever for a period of 2 years. The SEBI ban will expire on November 26, 2022, unless pending appeal proceedings successfully conclude before.
"SEBI approval is necessary for the proposed Acquirer to secure 99.5% interests in the Promoter Group vehicle since this would consequently lead to the acquisition of voting rights in respect of 29.18% of the issued share capital of the Target Company held by the Promoter Group vehicle," NDTV had contended.