Thread by @FreeturnsHQ

▶️Here is the full story of the #NDTV vs #Adani case.

A THREAD 🧵

It's so fascinating to read 👀

Understand everything there is to know about NDTV vs Adani in this thread.🧵

⚠️Spoilers: This story also involves Mukesh Ambani.

The story begins in 2009. Prannoy Roy and Radhika Roy had (they still have) 15.94 percent and 16.32 percent holding of NDTV respectively

29.18 percent of the holding was under the name RRPR Holding Private Ltd, a company named after the Roy couple and the rest, 38.55 percent of the holding go to the public that including two Mauritian companies.

In short, the Roys held a majority share of 61.45 percent in NDTV including the 29.18 percent under RRPR Holding Pvt Ltd.

In 2009, the Roys took Rs 403.85 crore loan from a shell company called Vishvapradhan Commercial Private Limited (VCPL) on behalf of RRPR, granting it rights to 99.99 percent shares of RRPR if it wished.

👉This is where Mukesh Ambani comes into the picture.

The money which VCPL gave to the Roys in 2009 was loaned through Shinano Retail, which is fully owned by Reliance Industrial Investments and Holdings Limited (RIHL).

Moreover, the directors of VCPL during 2009-10 were Ashwin Khasgiwala and Kalpana Srinivasan and both held senior positions in Reliance Industries Ltd, a Newslaundry report said.

This effectively means that until Adani came into the picture, Reliance had a considerable influence over RRPR and thereby, NDTV. After all, RRPR held the majority stake of 29.18 percent in the news channel.

👉WHEN ADANI TURNED THE TABLES

On Tuesday, Adani Enterprises announced that it had bought VCPL from its owners in an all-cash deal worth approximately Rs 113.74 crores making it a wholly-owned subsidiary of Adani-owned AMG Media Networks Ltd, reported the Newslaundry.

Adani Enterprises, in its announcement, said VCPL exercised its right to “convert 1,990,000 warrants into 1,990,000 equity shares of RRPR constituting 99.50% of RRPR’s equity share capital, by issuing what is known as a warrant exercise notice on Tuesday”.

👉What is Adani’s ‘open offer’?

This is where the role of the Mauritian company comes into the picture. In the open offer, any NDTV shareholder beyond the promoter group can sell their shares to Adani Enterprises.

One of the major Foreign Portfolio investors in NDTV is the Mauritius-based LTS Investment Fund. According to reports, LTS Investment Fund has a total investment of Rs 19,328 crore in 13 Indian companies, and 98 percent of that is invested in 4 companies of the Adani group.

Considering this, it won’t come as a surprise if LTS Investment Fund, which holds a 9.75 percent share in NDTV, decides to sell its stake to Adani Enterprises in the open offer that sought 26 percent from the public shareholders.

If Adani indeed manages to acquire these 26 percent shares through an open offer, he will manage to get a 55 percent stake in the company.

On the contrary, Prannoy Roy and Radhika Roy, who lost 29.18 percent of shares owned by RRPR, can still prevent a takeover if they can buy more shares from the public shareholders than Adani.

👉Questions unanswered🤔

Why did VCPL agree to enter into a loss-making deal with Adani Enterprises?

VCPL gave a loan of Rs 403.85 crore to RRPR and VCPL was acquired by Adani for a mere Rs 113.74 crore.

Was Ambani’s aide forced to sell VCPL to Adani at a lower price?

Hopefully, more details will be uncovered in the coming days.

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