The Roys have exited RRPR, but are still a part of Adani-controlled NDTV

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By: Ashish Rukhaiyar Source : Business Today

Prannoy Roy and his wife Radhika Roy may well have moved out of RRPR Holding Private Limited, which is one of the promoter group firms of New Delhi Television Limited (NDTV), but the founder couple is still very much a part of the media major by way of their direct stake of a little over 32 per cent.

Prannoy directly holds 15.94 per cent while his wife Radhika has a 16.32 per cent stake, as per NDTV’s latest shareholding information available with the stock exchanges.

This is bound to pose an interesting challenge to the new owners of the media company though Adani Group founder Gautam Adani recently said, in an interaction with Financial Times, that he would want Prannoy Roy to continue as the chairman of the company.

But that is easier said than done and the new equation gives rise to interesting scenarios. First, however, one needs to understand the new ownership structure of NDTV.

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The Adani Group has formally taken over around 29.18 per cent stake in NDTV after acquiring 99.5 per cent stake in RRPR Holding through Vishvapradhan Commercial Private Limited (VCPL), which is a wholly owned subsidiary of AMG Media Networks, which, in turn, houses the media business of the diversified conglomerate.

A mandatory open offer to acquire further shares from the public shareholders is currently on and going by the latest data, the Adani Group has managed to acquire as many as 53.3 lakh equity shares, which represent another 8 per cent of the media firm.

Market experts expect Adani Group’s stake in NDTV to be around 35-40 per cent post the open offer, which is scheduled to close on December 5.

Given this backdrop, the Roys can either choose to cash out or stay invested and also be on the board, as is the case currently. But, staying on and trying to be actively involved could lead to an uncomfortable situation for both the parties.

Interestingly, cashing out prima facie looks to be a very lucrative option as the recent rally in the stock price has ensured that the Roys will get around Rs 930 crore for their 32.3 per cent stake in the company.  

A little more wait and the stake could well be worth over Rs 1,000 crore. Shares of NDTV have gained nearly 40 per cent in the last one month.

On the other hand, continuing to be a part of the company, which he built from scratch, could pose challenges as Adani Group would be controlling the media firm.  

Incidentally, the conglomerate has already brought in media veterans Sanjay Pugalia and Senthil Chengalvarayan along with Sudipta Bhattacharya (CEO, Adani Group North America & CTO, Adani Group) as directors in RRPR Holdings.

The fact that the Adani Group would be in complete control of NDTV is a fait accompli, says Shriram Subramanian, Founder & Managing Director, InGovern, a proxy advisory firm.

Background : Prannoy Roy and Radhika Roy have resigned as the directors of the board of RRPRH, the promoter group of NDTV. In an exchange filing, NDTV informed that Sudipta Bhattacharya, Sanjay Pugalia and Senthil Sinniah Chengalvarayan have been appointed as directors on the board of RRPRH with immediate effect.

 This comes just a day after a promoter firm of the media major – RRPR Holding Private Limited – issued equity shares constituting 99.5 per cent of its equity share capital to Vishvapradhan Commercial Private Limited (VCPL), which has been acquired by Adani. With this, the Adani Group formally took over around 29.18 per cent stake in NDTV. 

VCPL is a wholly owned subsidiary of AMG Media Networks, which houses the media business of the Adani Group.

The Adani Group has acquired 29.18 per cent stake in NDTV and has launched an open offer to buy another 26 per cent stake in the media firm. Till last Friday, a total of 39.35 lakh equity shares had been tendered, representing 23.48 per cent of the maximum offer size of nearly 1.68 crore equity shares. 

The open offer, for which a price band of Rs 294 per share has been fixed, opened on November 22 and will close on December 5. 

In August this year, Adani acquired VCPL which had lent over Rs 400 crore to NDTV’s founders in exchange for warrants that allowed the company to acquire a stake of 29.18 per cent in the media firm at any time.

In October, the Adani Group announced that it had acquired 29.18 per cent stake in NDTV and would launch an open offer for another 26 per cent from minority shareholders of the media company.

In a regulatory filing in October, Adani Enterprises said that the decision to acquire NDTV was arrived at in furtherance of the Adani Group’s objective to set up a credible next-generation media platform with an emphasis on digital and broadcast segments and that NDTV is a suitable broadcast and digital platform to deliver on this vision.

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