Adani Group Poised To Be Largest Shareholder In NDTV; Open Offer Subscribed 32%

Billionaire Gautam Adani's group has found investors willing to sell over 53 lakh shares of NDTV despite the deep discount to the stock's current trading price, giving it the rights - which it may or may not exercise - to nominate a chairman of the broadcaster.

The open offer, made after Adani group acquired a little known firm that gave it an indirect holding over 29.18 per cent stake in New Delhi Television (NDTV), closes on December 5, according to a stock exchange notification.

Against the offer to buy 1.67 crore shares, or 26 per cent of equity - from NDTV's minority investors at a price of Rs 294 apiece, Adani group has received offers for 53.27 lakh shares, according to data available on the National Stock Exchange (NSE) website.

Corporate investors have offered the most at 39.34 lakh shares while retail investors have offered a little over 7 lakh shares. Qualified institutional buyers (QIBs) have tendered 6.86 lakh shares, according to the NSE data which did not identify either the corporates or QIBs who have offered to sell their shares.

The offer price of Rs 294 per share is a deep discount to the Rs 414.40 closing price of NDTV stock on the BSE on Friday.

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

Prior to Adani group's hostile takeover, promoters held 61.45 per cent stake in NDTV. This included 1.88 crore shares or 29.18 per cent held by RRPR Holding Pvt Ltd.  RRPR Holding is the firm that Adani group indirectly acquired in August -- triggering a wider open offer to buy a further 26 per cent in the media company.

Being the largest shareholder of NDTV would entitle Adani group to appoint at least two directors on the company board including its chairperson, according to market experts.

Prannoy Roy currently is the chairperson of NDTV while his wife Radhika is an executive director. (Prannoy owns 15.94 per cent stake and Radhika another 16.32 per cent).

The Roys can remain a director on the NDTV board by virtue of their 32.26 per cent stake, they said.

Gautam Adani, the richest Asian and the founder chairman of Adani group, last month told the Financial Times that he intends to scale up NDTV to make it an international media group and had asked Prannoy to remain as chair.

Roy can continue as chairman should he accept Adani's offer. But if he chooses to resign, Adani group will get the right to appoint a chairperson.

Among the public shareholders of NDTV is LTS Investment Fund, a Mauritius-based FPI with 9.75 per cent holding. It is being speculated that this FPI may have tendered or will tender its shares in the open offer.

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 expansion of the conglomerate beyond coal mining and ports into airports, data centers, 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, that eventually ended up with a closely-held firm, Vishvapradhan Commercial Pvt Ltd (VCPL).

The loan allowed VCPL to convert warrants into shares of RRPR Holdings, which held a 29.18 per cent stake in NDTV.  Adani group in August acquired VCPL and sought 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 per cent 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.