On August 23, VCPL had intimated RRPR Holding that it was exercising its right to convert warrants issued to it in 2009 into equity shares, which would give VCPL the control of 99.5% of RRPR Holding.
New Delhi Television (NDTV) said its promoter group, RRPR Holding, wrote to the Securities and Exchange Board of India (Sebi) on Sunday, asking it to determine whether its order on November 27, 2020, restricted conversion of warrants issued to Vishvapradhan Commercial (VCPL) into equity shares of RRPR Holding.
On August 23, VCPL had intimated RRPR Holding that it was exercising its right to convert warrants issued to it in 2009 into equity shares, which would give VCPL the control of 99.5% of RRPR Holding.
Sebi, in its order dated November 27, 2020, had restrained the NDTV founder-promoters Prannoy and Radhika Roy from buying, selling or otherwise dealing in securities, directly or indirectly, for a period of two years, ending November 26, 2022.
Legal experts believe the Sebi order does not impose any kind of restriction on RRPR Holding from undertaking any corporate action or issuing shares to any person.
“The warrants have been issued by RRPR Holding to VCPL under a valid and legally binding contract. In my view, there is no embargo or restraint against RRPR Holding under the Sebi order from issuing shares to VCPL upon conversion of the warrants. This is a corporate action to be undertaken by RRPR Holding, which is a separate legal entity, and which will not require any kind of trading or sale of shares by the NDTV founders,” said Rachna Jain, senior partner, Desai & Diwanji.
While Sebi does provide guidance or clarifications on issues raised before it, the regulator has no mandatory obligation to respond to the letter filed by the NDTV founders on Sunday, experts said. There is a possibility, however, that Sebi may look at the issue at the time of examining the open offer document as and when it is filed by the Adani Group.
“Sebi is likely to respond in the interest of investors. The regulator may take the view that the conversion of warrants into equity is not dealing in shares. Such a conversion is by virtue of operation of law and disclosed agreements,” said Sumit Agrawal, founder, Regstreet Law Advisors.
If this transpires, NDTV has the option to appeal to the Securities Appellate Tribunal (SAT), said experts.
Interestingly, in 2016, Sebi had issued a show cause notice to VCPL alleging that the loan agreement was a façade and was executed to shroud the true nature of the transaction, which was to acquire indirect control of NDTV. The WTM had contended that the loan had an inbuilt agreement to purchase the company’s stock at a fixed price over and above the prevailing current market price.
In an order passed by SAT in July this year, the appellate held that the argument that the loan agreement was structured in a way that transfers control to VCPL could not be sustained and be quashed.
NDTV has deferred its annual general meeting by a week, following Adani Group’s plans to acquire a 29.18% stake in the media firm and launch an open offer for another 26%. The AGM, initially convened on September 20, will now be held on September 27.
The AGM has been postponed due to the processes required after the notice and public announcement of the open offer made by VCPL, an indirect subsidiary of Adani Enterprises, to public shareholders for acquiring up to 26% of voting share capital of the company.