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Prannoy and Radhika Roy resign from NDTV board

MUMBAI: Marking a definitive turn in Adani Group's takeover of NDTV, both its founders Prannoy Roy and Radhika Roy on Tuesday resigned from the board of RRPR Holdings, the main holding entity of the promoters that owns a 29.2% stake in the media house.

At the same time, three new people - Sudipta Bhattacharya, Sanjay Pugalia and Senthil Sinniah Chengalvarayan - were inducted into the company's board as directors, a disclosure on BSE late on Tuesday said.

On Monday, RRPR Holdings had informed exchanges that it had converted warrants that were earlier issued to Vishvapradhan Commercial (VCPL) into equity shares. By virtue of this conversion into equity shares, VCPL, a company controlled by the Adani Group, will now hold the promoter's 29.2% stake in NDTV.

Sources said the Adani Group has offered Prannoy Roy to continue as the chairman of NDTV board once the takeover is complete.

To put things in perspective, about a decade ago RRPR Holdings, the promoter entity, had issued warrants convertible into equity shares to VCPL to avail of a loan that was then used to run NDTV's operations. If all these instruments were converted into shares, nearly full control of RRPR Holdings will shift to VCPL.

In May this year, the Adani Group took control of VCPL and asked for conversion of the warrants into equity shares. This also triggered Sebi's takeover clause under which the Adani Group had to announce an open offer to buy another 26% in NDTV from the market.

On November 22, VCPL, along with two Adani Group entities - AMG Media Networks and Adani Enterprises, had launched its open offer to acquire an additional 26% in NDTV to comply with Sebi's takeover rules. On November 11, Sebi had allowed Adani Group to go ahead with its open offer for NDTV, which was at a per-share price of Rs 249.

Since the Adani Group announced its takeover of NDTV, the stock has rallied and, on Tuesday on the BSE, it closed 5% higher at Rs 426. Despite the huge discount for the open offer price, as of Tuesday, Adani Group has already garnered nearly 32% of the equity capital of NDTV, disclosures on BSE showed. The open offer will close on December 5.


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