The Adani group and RRPR Holding Ltd (RRPR) have asked the Securities and Exchange Board of India (Sebi) to clarify whether the two-year bar on securities trading imposed on Prannoy and Radhika Roy in November 2020 trammels Adani-owned Vishwapradhan Commercial Pvt Ltd’s right to press for the conversion of warrants into shares of RRPR Holdings Pvt Ltd.
RRPR Holdings, an unlisted firm, has an indirect 29.18 per cent stake in media channel NDTV — and the Sebi restriction has turned into a huge bone of contention between the two sides after the Adanis mounted a hostile takeover of the television channel last week.
NDTV had cited the Sebi order to stall the warrant conversion that would have given the Adanis over 99 per cent of RRPR.
On August 23, AMG Media Networks, a 100 per cent subsidiary of Adani Enterprises had acquired Vishvapradhan Commercial Private Ltd (VCPL). VCPL had given Rs 400 crore in loans in two tranches to NDTV’s founders in 2009 and 2010 and the collateral for the interest-free loan given by VCPL was in the form of warrants, exercise of which allowed it to buy a stake in RRPR.
Last week, the media group said that a prior written approval from Sebi was required for VCPL for the exercise of the conversion option on the warrants.
This was countered by the Adani group which said that the NDTV founders’ arguments were “baseless, legally untenable” and that RRPR was not part of any regulatory restrictions.
Now, both the sides have approached Sebi for clarity on the issue.
While regulator’s response will be crucial in the Adani’s attempt to acquire at least 26 per cent in the company, observers do not rule out the possibility of a legal battle in the event of Sebi’s decision going against one party.
In a filing to the stock exchanges on Monday, NDTV said its founders have informed that RRPR has written a letter on August 28 to Sebi asking it to determine whether the order dated November 27, 2020, restricts the conversion of warrants issued to VVCPL into equity shares of the promoter group vehicle RRPR.
Hours later, Adani Enterprises said that VCPL has also sought clarity on the warrants conversion matter.
On August 29, VCPL wrote to Sebi requesting to “help provide clarity, certainty and avoid confusion in the minds of public shareholders of NDTV that has arisen due to the stand taken by RRPR and issue an appropriate response to RRPR clarifying that the Sebi order does not restrain RRPR from allotting shares to VCPL”.
Meanwhile, NDTV shares was again locked in at the upper circuit of five per cent.
In the BSE, the counter ended at Rs 445, a gain of Rs 21.15.