Team News Riveting
Mumbai, August 26
Adani Enterprises Limited (AEL) on Friday clarified that the points raised by NDTV promoter RRPR Holding Pvt. Ltd over transfer of shares to company’s arm VCPL do not have any merits.
AMG Media Networks Limited (AMNL)’s wholly owned subsidiary Vishvapradhan Commercial Private Limited (VCPL) holds warrants of RRPR Holding Private Limited (RRPR) entitling it to convert them into 99.9 per cent stake in RRPR.
RRPR Holding Private Limited is a promoter group company of NDTV while AMNL is 100 per cent subsidiary of Adani Enterprises Limited (AEL). VCPL has exercised warrants to acquire 99.5 per cent stake in RRPR. Such acquisition will result in VCPL acquiring control of RRPR.
NDTV founder-promoters Radhika and Prannoy Roy owns RRPR, which has 29.18 per cent stake in NDTV. The Group contested the Adani indirect takeover citing a regulatory order that prevents them from transferring the company’s shares.
The AEL said VCPL has received a reply on behalf of RRPR to the warrant exercise notice dated August 23, 2022 for exercise of the 1,990,000 warrants into 1,990,000 equity shares of RRPR, contents of which were also disclosed by NDTV in its disclosure dated August 24, 2022. In the letter, RRPR has alleged that prior written approval from SEBI will be required for exercise of conversion option on the Warrants, in light of the order dated 27 November 2020, issued by the Securities and Exchange Board of India (SEBI), bearing Ref. WTM/SM/IVD/ID2/9711/2020-21 (“SEBI Order”) in proceedings against
Prannoy Roy and Mrs. Radhika Roy (Promoters of NDTV).
In a regulatory filing today, AEL said VCPL has responded to the RRPR letter inter alia stating that RRPR is not a party to the SEBI Order dated 27th November 2020. Consequently, the restraints as pointed out by RRPR in paragraphs 111(b) and 112 of the SEBI Order do not apply to RRPR. The Warrant Exercise Notice has been issued by VCPL under a contract which is binding on RRPR. RRPR is therefore obligated to comply with its contractual obligations.
AEL added 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 Prannoy Roy or Mrs. Radhika Roy pursuant to the exercise of the warrants by VCPL and allotment of shares by RRPR.
