With an idea to hold 55.18 per cent stake in New Delhi Television Ltd (NDTV), the Adani group has issued an open offer for 26 per cent stake in the news channel at Rs 294 for a share with a face value of Rs.4.
The total outlay for 26 per cent, or 16,762,530 fully paid up equity shares of NDTV - if the offer is accepted in full - will be about Rs 483 crore for the Adani group.
According to Adani group, the stake acquisition will be in two modes.
Firstly, it will be through Vishvapradhan Commercial Private Ltd (VCPL). And then VCPL, its wholly-owned parent AMG Media Networks and Adani Enterprises Ltd (persons acting in concert).
According to AMG Media Networks, its subsidiary VCPL has exercised its rights to acquire 99.5 per cent of equity shares of RRPR Holding Private Ltd, a promoter group company of NDTV.
The VCPL holds 1,990,000 warrants of RRPR Holding entitling it to convert them into 99.99 per cent stake in the latter.
The VCPL has exercised its option in part, resulting in acquisition control of RRPR Holding - 1,990,000 equity shares or 99.50 per cent.
RRPR Holding holds 29.18 per cent stake in NDTV that has three national television channels.
This triggered the issue of open offer to acquire shares of NDTV from the public as per SEBI's (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
The VCPL, at its sole discretion, may exercise the balance warrants to acquire up to 99.99 per cent of the equity share capital of RRPR Holding at any time and in such manner as it may deem fit.
NDTV recorded a revenue of Rs 421 crore with an EBITDA of Rs 123 crore and net profit of Rs 85 crore in FY22 with negligible debt.
"This acquisition is a significant milestone in the journey of AMNL's (AMG Networks) goal to pave the path of new age media across platforms," AMG Media Networks Ltd Sanjay Pugalia said.
"AMNL seeks to empower Indian citizens, consumers and those interested in India, with information and knowledge. With its leading position in news and its strong and diverse reach across genres and geographies, NDTV is the most suitable broadcast and digital platform to deliver on our vision. We look forward to strengthening NDTV's leadership in news delivery," he added.
AMNL, a wholly-owned subsidiary of Adani Enterprises, houses the media business of the Adani Group. The company was recently incorporated to set up a credible next generation media platform with emphasis on digital and broadcast segments, amongst others. VCPL, which was recently acquired by AMNL, is its wholly-owned subsidiary.
Meanwhile, on Monday, NDTV referring to a query from a journalist filed with BSE: "We are sharing this with you in the best interests of our shareholders - that we have clarified to the journalist in writing that this is a baseless rumour, and that Radhika and Prannoy Roy are not in discussions now, nor have been, with any entity for a change in ownership or a divestment of their stake in NDTV. They individually and through their company, RRPR Holding Private Ltd, continue to hold 61.45 per cent of the total paid-up share capital of NDTV."
As per BSE, NDTV has three promoter shareholders (Prannoy Roy 15.94 per cent, Radhika Roy 16.32, RRPR Holding 29.18) holding 61.45 per cent stake and the balance 38.55 per cent is with the public.