Contentions raised by NDTV are legally untenable: Adani
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New Delhi, Aug 26: Adani Enterprises on Friday said the contentions raised by NDTV promoter RRPR Holding Pvt. Ltd are legally untenable and devoid of merit. The Gautam Adani-owned company asked it to immediately fulfill the contractual obligation to allot the shares.
RRPR, owned by NDTV founder-promoters Radhika and Prannoy Roy and holding a 29.18% stake in NDTV, on Thursday had resisted the Adani Group’s takeover bid claiming a regulatory order prevents them from transferring the company’s shares.
In November 2020, the Securities and Exchange Board of India (Sebi) prohibited NDTV’s promoters from the securities market for two years in a case of insider trading, a ban that ends on 26 November. "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 allotment of shares by RRPR," Adani Enterprises said in the stock exchange filing. "RRPR is therefore bound to immediately perform its obligation and allot the equity shares as specified in the Warrant Exercise Notice," it added. On 23 August, Adani Group companies said they had acquired the stake in NDTV indirectly by buying VCPL, which owned convertible debentures (warrants that provide for the conversion of debt to equity) in RRPR, that in turn owns 29.18% of NDTV. VCPL acquired the debentures in 2009-10 against a ₹404 crore loan extended to the promoter holding company. Following this, Adani Group and VCPL announced an open offer for NDTV at ₹294 per share based on Sebi’s takeover guidelines, a 28% discount to NDTV’s Tuesday closing price of ₹376.
Adani went a step further to claim that even paying back the money that RRPR owes to VCPL will have no legal effect on the warrants exercised by VCPL. Shares of NDTV were trading 4.5% higher at ₹425.95 on the NSE on Friday.