ITV

Tag: VCPL

  • Adani Group announces open offer launch on 22 November

    Adani Group announces open offer launch on 22 November

    Mumbai: In a regulatory filing with the stock exchanges, NDTV said that the Adani Group on Friday announced a revised schedule for its proposed open offer to buy a 26 per cent public shareholding in the news network.

    The filing states that the Adani open offer will now likely begin accepting subscriptions on 22 November and end on 5 December.

    Previous dates for Adani’s open offer were from 17 October to 1 November.

    In August, Gautam Adani entities acquired Vishva Pradhan Commercial Pvt Ltd (VCPL), a lesser-known company that had lent the founders of NDTV more than Rs 400 crore.

    Also read : AMG Media Networks to indirectly acquire 29.18% stake in NDTV; launches open offer

    VPCL lent the money more than a decade ago in exchange for warrants that allowed it to buy a 29.18 per cent stake in NDTV at any time.

    VCPL, in collaboration with AMG Media Networks and Adani Enterprises, has proposed to acquire an additional 26 per cent, or 1.67 crore equity shares, at a price of Rs 294 per share.

    The promoters of NDTV had challenged the open offer and the acquisition of VCPL’s stake, claiming that the deal could not proceed without the approval of Sebi as well as the income tax department.

    The Adani Group had previously denied claims that the stake sale would require tax clearance.

    The NDTV promoters claimed that they were completely unaware of the takeover and that it was carried out without their consent.

    Following the transaction, the acquirer (Adanis) will not directly own any equity shares in the target company (NDTV), but will own at least 99.50 per cent and up to 100 per cent of the promoter company’s paid-up share capital (RRPR Holdings).

    The proposed sale of NDTV and its subsidiary, NDTV Networks Ltd., which together own 20 per cent of Malaysian media company Astro Awani Network Sdn Bhd, has been postponed in the meantime.

    By letter dated 9 November the Central Bureau of Investigation withheld for the time being its approval of the transaction.

  • “This exercise of rights by VCPL was executed without any consent of the founders”: NDTV

    “This exercise of rights by VCPL was executed without any consent of the founders”: NDTV

    Mumbai: Hours after the announcement, the indirect acquisition of a 29.18 per cent stake in news broadcaster New Delhi Television Limited (NDTV) by a wholly owned subsidiary of Adani Enterprises’ AMG Media Networks Limited (AMNL), a document related to the development, accessed by Indiantelevision.com, stated, “This exercise of rights by VCPL was executed without any input from, conversation with, or consent of the NDTV founders, who, like NDTV, have been made aware of this exercise of rights only today. As recently as yesterday, NDTV had informed the stock exchanges that there was no change in the shareholding of its founders.”

    Also, as informed earlier, AMNL will also present an open offer to acquire another 26 per cent stake in the media house.

    The statement further added, “Without any discussion with New Delhi Television Limited (NDTV) or its founder-promoters, a notice has been served upon them by Vishvapradhan Commercial Private Limited (VCPL), stating that it (VCPL) has exercised its rights to acquire 99.50 per cent control of RRPR Holding Private Limited (RRPRH), the promoter-owned company that owns 29.18 per cent of NDTV.”

    In a statement released on 23 August, the Adani Group said, “RRPR is a promoter group company of NDTV (NDTV, BSE: 532529) and holds a 29.18 per cent stake in NDTV. VCPL, along with AMNL & AEL (persons acting in concert), will launch an open offer to acquire up to a 26 per cent stake in NDTV, in compliance with the requirements of the SEBI’s (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.”

    Also read : AMG Media Networks to indirectly acquire 29.18% stake in NDTV; launches open offer

    Simultaneously, NDTV management also clarified that the notice from VCPL is based on a loan agreement it entered into with NDTV founders Radhika and Prannoy Roy in 2009-10. “The notice states that VCPL has exercised its option to convert 19,90,000 warrants into equity shares of RRPRH at Rs 10 per share and that a total of Rs 1.99 crore has been transferred to RRPRH.”

    RRPRH, the owner of 29.18 per cent of NDTV, has been told to transfer all its equity shares to VCPL within two days.

    NDTV has also received a copy of the public announcement by VCPL dated 23 August of an open offer to acquire up to 26 per cent of the voting share capital of NDTV at Rs 294 per share (up to 16,762,530 fully paid-up equity shares) as per the requirements of the SEBI (substantial acquisition of shares and takeovers) Regulations, 2011.

  • NDTV promoters get stay on SEBI order banning them from security market

    NDTV promoters get stay on SEBI order banning them from security market

    MUMBAI: An order that was passed by the Securities and Exchange Board of India (Sebi), barring New Delhi Television (NDTV) promoters Prannoy Roy and Radhika Roy from holding managerial positions at the news television network, was stayed by the Securities Appellate Tribunal (SAT).

    The order in the matter of NDTV pertains to a Rs 350-crore loan taken by holding company RRPR Holding from ICICI Bank, which was later liquidated by taking two more loans from Vishvapradhan Commercial (VCPL). The loan taken from VCPL was interest-free for 10 years on the condition that VCPL would have a right of first refusal on 50 per cent of NDTV shares in the event they were sold in the market. The loan agreement had certain call options for transfer of 30 per cent of RRPR shareholding at a price of around Rs 215 per share, according to reports.

    Sebi, in its order dated 14 June, said the loan agreement was nothing but a sham agreement, and violated disclosure norms. SAT heard the arguments that were being stated by the counsels for Sebi and the Roys. According to the tribunal, various allegations made in the Sebi order had to be considered in detail.

    Sat also directed the Roys to not alienate or create any encumbrance on their shareholding in NDTV till further orders.

    “We find the whole world knows about the impugned order except the appellants. To date, they have not been supplied a copy of the impugned order despite the oral direction given by this tribunal yesterday (Monday)… Their liability and their onerous duty does not end the moment they upload the order on their website. The first duty is to supply a copy of the impugned order to the aggrieved party, which, in the instant case, has not been done to date,” said SAT.

    The tribunal pulled up Sebi for not supplying a copy of the order to the Roys.

  • VCPL to contest SEBI order on NDTV share acquisition

    VCPL to contest SEBI order on NDTV share acquisition

    MUMBAI: Following the Securities and Exchange Board of India (SEBI)’s directive to make an open offer for acquiring NDTV shares, Vishvapradhan Commercial Pvt Ltd (VCPL) has decided to appeal against the order with the Securities Appellate Tribunal.

    Markets regulator SEBI had directed few days back VCPL to make an open offer within 45 days to acquire 52 per cent stake in the financially beleaguered NDTV Ltd, considered a nursery for many of today’s news television stalwarts.

    A report in Business Standard yesterday quoted unnamed sources confirming the move to appeal against the SEBI order in the appellate tribunal.

    VCPL had indirectly acquired controlling stake of up to 52 per cent stake of the media company without making an open offer, according to SEBI, which ordered VCPL to pay an interest of 10 per cent along with the offer price for allegedly violating the takeover norms of the SEBI Act.

    “The elaborate mechanism adopted by the noticee (VCPL) and its associates appear to be solely to deflect attention from this acquisition and thus covetously overcome the obligations imposed by the takeover regulations,” SEBI had earlier observed while passing strictures against VCPL.

    NDTV, one of the earliest private sector broadcasting company, was founded by Prannoy Roy and family along with close associates. However, in the last few years, fortunes of NDTV, which owns and runs a couple of news channels, has dipped with the arrival of more aggressive news channels. A contentious and lengthy fight with government agencies over disputed tax claims too has eroded the media company’s brand and financial value.

    A market listed company, NDTV’s share prices have appreciated over the last few days after SEBI’s initial order relating to VCPL.

    Also Read :

    Regulator Sebi orders open offer for NDTV within 45 days

    Retail, e-com biz eat into NDTV’s TV media profits for Q3