Having taken control of RRPR Holdings, the NDTV promoter company holding 29.18% equity in the broadcaster, Adani Group through its subsidiary Vishvapradhan Commercial Pvt. Ltd (VCPL) could push to nominate its directors on the NDTV board. And though the open offer didn’t attract any investor interest for the second straight session on Wednesday, Adani Group has become the single largest shareholder of NDTV, taking it a step closer to wresting control of the company, founders of proxy advisory firms have said.
Together with acquiring a 29.18% stake in NDTV by taking control of RRPR Holdings from the Roys, Adani Group has acquired 8.26% of the company’s equity, as on 30 November, through an open offer triggered after it bought VCPL in late August.
This takes Adani Group shareholding through its wholly-owned subsidiary VCPL to 37.44%, making it NDTV’s single-largest shareholder, followed by Radhika and Prannoy Roy who hold a combined 32.26%.
The open offer, which opened on 22 November and will run till 5 December, didn’t attract any fresh subscription from investors on November 29-30, data from the Bombay Stock Exchange shows.
A spokesperson for Adani group did not respond to a request for comment.
“I would say Adani Group’s stake increases their chances of nominating directors to the NDTV board,” said J.N. Gupta, former Sebi executive director and MD of proxy advisory firm SES. “They don’t need a majority stake for control of the company either, so long as the public shareholders support their resolutions whether it be for appointment of directors or auditors or on issues related to compensation,” he said when asked whether investors would tender their shares, given the sizeable discount of the ₹294 offer price against Wednesday’s price of ₹446 a share.
The NDTV share opened Wednesday at the upper circuit of ₹446.30 and remained locked through the session at that price. The offer price of ₹294 is at a 34% discount to the market price, which hit the 5% upper circuit for the fourth straight session.
“There is no requirement for the offer price to be in sync with the market price, which changes based on the perception of investors,” Gupta said. “Sebi has mandated an open offer to protect shareholders, who might want out in case of management change. If they feel a management change will foster the company’s growth, the market price might trade above the offer price. In case the market price is below, investors can subscribe to the open offer.”
An open offer is triggered when an entity acquires more than 25% in a company. The price is the higher of the volume-weighted average price of the share over 52 weeks, or the highest price paid by the acquirer over 26 weeks prior to the offer announcement.
“Adani Group has gained control of the promoter group company and the open offer has attracted decent interest so far,” said Shriram Subramanian, MD, proxy advisory firm InGovern Research Services. “Friendly shareholders who acquired the shares at very low levels could tender in the offer.”
One foreign institution, LTS Investment Fund, held 9.75% of NDTV’s equity as on the quarter ended September.
While it’s not certain that LTS has participated in the Adani Group open offer for NDTV, the institution held 1.69% in Adani Enterprises, 1.1% in Adani Total Gas and 1.63% in Adani Transmission as of the quarter ending 30 September.