Thread by @BeatTheStreet10

The #Ambani Connection to #Adani's Hostile #Takeover to #NDTV

This is the long story, so sit back and relax and start reading!!

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In 2009, one conversation between Niira Radia(Corporate lobbyist) and ET Journalist MK Venu concluded on a note that she is meeting to Manoj Modi(Ambani's Right Hand) to help Pranay Roy( NDTV Promoter).

The Money Flow

In 2009, the same year RELIANCE VENTURES LTD, a Wholly Owned Subsidiary of Reliance had given loan of 403.85 Cr Loan to Shinano Retail Private Limited, Which is again owned by Reliance Industrial Investment and Holding Ltd(RIIHL), which again part of Reliance.

In the same year, Shinano extended saw amt of Loan to Vishvapradhana Commercial Private Ltd(VCPL), which she same address as Shinano.
For Simplification 👇

And during the time of Transaction, Director of Co are Ashwin Khasgiwala, CFO of Reliance Retail & VP Finance at Reliance as per his LinkedIn.
Other one Kalpana Shrinivasan, who at that time CS of Reliance Industries.

Loan Agreement of 403.85 Cr is such that, lender has right to convertible warrants against loan to acquire RRPR's Equity which has 29% stake in NDTV, dillute controlling stake of Roy's from 61% to 32%.
Condition is 'Convertible at anytime during the tenure of Loan or thereafter'

Condition to the Loan 'convertible at anytime during the tenure of the loan or thereafter.'
Loan Tenure is 10 Yrs, from 2009 to 2019.
thehindubusinessline.com/news/who-reall…

In the same yr, Radhika Roy, Pranay Roy (RRPR) Balance Sheet with RoC has exact sme amount of Loan of 403.85 Cr.
For more details
newslaundry.com/2015/01/14/ind…

Reliance did the exact same with NDTV as they did with Ragha Bahal's TV18& NW18.
livemint.com/Companies/rqT2…

After 2009 case, In 2012, Third company Eminent, owned by Mahendra Nahata, Board Member of Jio, and MD of HFCL and Very close to Mukesh Bhai, secured ownership of VCPL's Loan of 403.85 Cr to RRPR for 50 Cr.

Now let's understand why RRPR need money?
In 2007, Roy buyback NDTV from General Atlantic and to fund this purchase he borrowed 501 cr from Indiabulls and 375 Cr from ICICI. And ICICI loan has 19% loan so they settled it for 350 Cr in 2009.

Now what is the gap between 350 Cr and 403.85 Cr?
So RRPR took loan of 403.85 Cr in 2 tranche 350 Cr in Aug-09 to pay off ICICI Loan Settlement & 53.85 Cr in Mar-10.
Sanjay Dutt, Former Financial Consultant with NDTV wrote to CBI about this.
newslaundry.com/2017/06/08/the…

Simplified Structure Only Reliance and NDTV till Now

Now the Next entry comes into picture of Mr Adani.

But before getting into this, something surprising happened today, In one Adani's AMG Media acquired VCPL, ad then triggered the Call Option and acquired the Equity which in turn triggered the Open Offer for shareholders of NDTV

Let's start with Adani now, on 22-Jul-2022, Tribunal quashed the SEBI order on VCPL which restrict conversion or treat it avoidance of Takeover Regulation.

For More👇
m.economictimes.com/markets/stocks…

Now after this Tribunal Order on 22nd July till now stock already gave 108% return as some insider know this transaction before this came to public.

Till Now, as per ZaubaCorp, VCPL director include Anil Kumar Jain from 01-Jan-16, who is also in director in one of the HFCL sister entity HFCL BEZEQ Telecom Limited (Connection with Mahendra Nahata, Close to Mukesh Ambani).

Other Director, Kulwinder Pal Singh also has same companies where Anil is also Director.

Now the Transaction of sell happened between VCPL(Nahata-Ambani) and Adani's AMG Media, which is quite surprising, as why Reliance who already have control in TV18 and NW18 will give control to Adani.
Where we can see Rivalry in most of their business.

AMG Media Networks Limited (AMNL), a wholly owned subsidiary of Adani Enterprises Limited has acquired 100% equity stake in VCPL on 23-08-22 executed between AMNL, Nextwave Televentures Private Limited ("NTPL"), Eminent Networks Private Limited (ENPL, with NTPL) and VCPL.

Due to acquisition of more than 26% equity share by Adani, Open offer triggered for 26% at Rs. 294.
Where LTP is 375(discount of 21% to CMP).

Why at discount?
For Caculation, they need to make offer at minimum price of last 15/60 days average, which comes to 294.

And Adani is not much excited as they are giving offer at base price rather than premium to LTP like 400 or something.

So who will sell at 294, when you can sell share at 375 in the Open Market.

In case no one sell to Adani he only hold 29% where both RR and PR hold 32%.

Now what will happen to journalism?
As RR and PR is the Medi a Person nd hold Majority, Journalism will remain with them.

But due to 29% Stake, Special Resolution will be problem like fund raising etc. You need more than 75% Vote and If adni won't participate than it is issue.

What can happen?
As Rumours of Adani buying NDTV close to year but Roy's always dismissed. Co laso sad in sep "Nor in discussion, nor has been, with ay entity for any change in ownership"

They even refused to similar statement on 22-Aug One day before.

newslaundry.com/2022/08/23/how…

In open offer also, There might be 2 Companies can join the hands of Adani who owns approx 15%.
LTS Investment Fund : Which is a Mauritius based FII and hold stake in 4 of Adani Group company.( screener.in/people/4732/lt…)
Vikasa India EIF Fund

In case of both these entity tender the shares, then Adani will hold approx 40%, which is higher than both RR and PR combined.

What is here for investor?
This will be a pump and dump story as stock prices already moved up before official announcement.
Nobody wants to give share to Adani in open offer which at 20% discount.
If you made money : Exit
Have Not Made : There is nothing left.

Issues :
As far as RR and PR concerned, I think this will definitely go for courtroom drama.
Let's see how things change!!

Will update this thread 🧵

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@SaveToDigDeeper #NDTV #Adani

Complete Story Infographic

Ambani connection in Adani's NDTV Takeover

@SaveToDigDeeper

Adding some interesting reads from the past by @suchetadalal

https://twitter.com/suchetadalal/status/1562272539917041664?t=W9DXxoeywLGMe6m_W0oEoQ&s=19

What Adani Ambani did with NDTV now, Ambani did same thing with Network 18

Here is the story of Raghav Bahl
livemint.com/Companies/rqT2…

Compilation of all good reads related to NDTV is available on digdeeper.com by @Shankar_19

https://twitter.com/Shankar_19/status/1562381087644364800?t=BRy5nDjtuS5mj3NpacimdA&s=19

Summarising on valuation part

Reliance loan 400cr
Adani acquire VCPL 113 cr (29% stake)
Curent Value of 29% stake 750 cr

So basically: Adani got NDTV at 60 per share while CMP is 388

Deal values NDTV at 393cr against Current Market Cap 2500 cr

#ADANI #NDTV

Most Demanding Video is out Now 🔥🔥

How Ambani Sold NDTV to Adani at huge loss

The most interesting deal which also raises lot of questions
Should you buy NDTV now? A valuation check
Adani got NDTV at ₹60 per Share against CMP of ₹388

#ADANI #NDTVSold

NDTV says due to Sebi ban deal cannot happened as promoters are banned till Nov-22 from securities market

As per deal RRPR to allot shares on warrant conversion to VCP

Start of corporate drama...!!