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Adani Poised to Become NDTV’s Largest Shareholder as 32% Subscribed in Open Offer

Adani Group's open offer subscribed for nearly 32% of media company NDTV as of December 2.

Billionaire Gautam Adani’s Group has found investors willing to sell more than 53 lakh NDTV shares. Although the stock is currently trading at a steep discount, giving it the right (which may or may not be exercised) to nominate the broadcaster’s chairperson.

The open offer comes after Adani Group bought a little-known company that indirectly holds more than 29.18% stake in New Delhi Television Station (NDTV). The deal closed on December 5, according to a stock exchange notification.

Against an offer from minority investors in NDTV to buy 1.67 crore shares or a 26% stake at Rs 294 each, Adani Group has received 53.27 lakh shares, according to data available on the National Stock Exchange (NSE) website.

Corporate investors topped the list with 39.34 lakh shares, while retail investors offered more than 700,000 shares. Qualified Institutional Buyers (QIBs) have placed bids for 6.86 lakh shares, according to NSE data, which did not identify which company or QIBs offered to sell their shares.

The offer price of Rs 294 per share represents a significant discount to NDTV shares’ closing price of Rs 414.40 on the BSE on Friday.

The stake tendered so far represents 8.26% of NDTV. With the 29.18% already acquired by Adani Group, Port Energy Group will own 37.44% – higher than founders Prannoy Roy and Radhika Roy’s 32.26%.

The promoters held a 61.45% stake in NDTV before the hostile takeover by the Adani Group. It includes 188 crore shares, or 29.18%, owned by RRPR Holding Pvt Ltd. RRPR Holding was indirectly acquired by Adani Group in August – sparking a more comprehensive public offer to buy a further 26% stake in the media company.

According to market experts, as NDTV’s largest shareholder, Adani Group will have the right to appoint at least two directors to the company’s board, including the chairman.

Prannoy Roy is currently the chairman of NDTV, while his wife Radhika is the executive director. (Prannoy owns 15.94%, and Radhika owns 16.32%). They said that with a 32.26% stake, Roys could remain a director on NDTV’s board.

Gautam Adani, Asia’s richest man and founder and chairman of Adani Group, told the Financial Times last month that he intended to expand NDTV into an international media group and had asked Prannoy to remain chairman.

If Roy accepts Adani’s offer, he can stay on as chairman. But if he resigns, Adani Group will be given the right to appoint a chairperson.

Among NDTV’s public shareholders is Mauritius-based FPI LTS Investment Fund, which holds a 9.75% stake. It is speculated that FPI may have bid or will bid for its stake in the public offering.

Last week, NDTV announced that the Roys had resigned from the RRPR board, but they continued to serve on the NDTV board. NDTV will give Adani Group a presence in the media space as part of a broader diversification spree that has expanded beyond coal mining and ports into airports, data centres, cement and digital services.

In 2009, RRPR or Radhika Roy Prannoy Roy Holdings Private Limited, secured an interest-free loan of Rs 403 crore from a company associated with Reliance Industries, which eventually formed a closed Vishvapradhan Commercial Pvt Ltd (VCPL).

The loan allows VCPL to convert the warrants into shares in RRPR Holdings, which owns 29.18% of NDTV. Adani Group acquired VCPL in August and is seeking to convert warrants arising from outstanding loans into equity.

NDTV initially said the move was “executed without any input, conversation or agreement from the founders”. But late last month, the two parties agreed to a swap, with Adani holding a 29.18% stake in NDTV.

Following the acquisition, Adani Group appointed two top executives, Sudipta Bhattacharya and Sanjay Pugalia, to the RRPR board. It also named to its board Senthil Chengalvarayan, a journalist and independent director of Quintillion Business Media, another media company in which Adani took a stake earlier this year. Pugalia, a former journalist, is now CEO of Adani Group and editor-in-chief of Media Initiatives.

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