The Adani group has decided to compensate the minority shareholders of NDTV by paying them an additional Rs 48.65 per share to match what was paid to the Roys.
Last week, NDTV founders Prannoy Roy and Radhika Roy sold their 27.26 per cent stake by way of inter-se transfer to RRPR. The transaction resulted in RRPR Holdings (RRPRH) increasing its shareholding in the media firm to 56.45 per cent, while the combined holding of the Adani group rose to 64.71 per cent. The Roys received Rs 342.65 per share from the Adanis.
Earlier, the billionaire industrialist had come out with an open offer to the minority shareholders of NDTV at a price of Rs 294 per share. Though made at a discount to the market price, the open offer enabled the Adanis to buy over 53 lakh shares or 8.27 per cent of the company’s equity. The open offer closed on December 5.
But what raised eyebrows were the terms at which the Roys sold their shares to the Adanis on December 24 — almost three weeks after the open offer closed for the minority shareholders.
The Roys said they would be selling their 27.26 per cent stake to the Adani group at the 60-day volume-weighted price of Rs 368.43 per share and that the transaction may even be done at a premium of up to 25 per cent (Rs 460.54 per share) to the 60-day volume-weighted price.
It led to questions on whether the Adani group should pay the difference to the shareholders who had tendered their holdings in the open offer.
Some felt it was not binding on the Adanis to compensate the public shareholders as the deal with the Roys happened after the open offer closed.
Analysts cited Sebi rules to say that all shareholders should be given equitable treatment and no promoter or shareholder can be paid extra price.
“The Securities and Exchange Board of India’s takeover guidelines are clear. Whatever price the acquiree gets, the minority shareholders also should get the same,” Shriram Subramanian, managing director of InGovern Research Services, a corporate governance advisory firm, told Reuters.
In a regulatory filing on Tuesday, the Adani group said that it will pay an additional Rs 48.65 per share to investors, who had sold their shares in the open offer between November 22 and December 5, taking its payout to Rs 342.65 a share, matching the payment to the Roys.
The Adani group will pay an additional sum of around Rs 26 crore to these shareholders, taking its total payout to Rs 785 crore — Rs 183 crore to the minority shareholders and Rs 602 crore to the Roys.
Shares of NDTV on Tuesday ended with gains of 1.69per cent at Rs 345 on the BSEon the news.
After the Adani group strengthened its holding in NDTV, the Roys resigned from its board. Prannoy Roy was the chairperson of the company. Subsequently, the Ahmedabad-based group named two directors to the board. It appointed retired IAS officer Sunil Kumar and former civil servant Aman Kumar Singh.
