Adani’s ‘open offer’ route to take control of NDTV: what is it...

Adani’s ‘open offer’ route to take control of NDTV: what is it, and how does it work?

Nov. 27, 2022

In News:

Recently, the Adani Group announced it would launch an open offer as required by the Securities and Exchange Board of India (SEBI) to buy another 26 per cent in in television channel NDTV Ltd.

Background:

On August 23, the group, a conglomerate with diverse business interests, acquired 29.18 per cent stake in the television channel.
On November 22, the Adani Group launched its open offer to acquire an additional 26 per cent stake in NDTV.
The offer will remain open until December 5, 2022.

What’s in today’s article:

What is an Open Offer?

According to the SEBI Rules, an open offer is made by a company that is acquiring shares (in this case, Adani) to the shareholders of the target company (NDTV), inviting them to sell their shares at a particular price.
Purpose – To provide an exit option to the company’s existing shareholders since there is a change in control or substantial acquisition of shares.
So, in the case of NDTV, as Adani Group has emerged as a large shareholder with 29.18 per cent shareholding and is likely to change the control structure of the company, it has to make an open offer to buy another 26 per cent stake so that minority shareholders willing to exit the company may tender their shares.

When is an Open Offer triggered?

An open offer is triggered if an acquirer holds more than 25 per cent of the public shareholding in the company.
Prior to 2011, when the new takeover norms kicked in, an open offer got triggered if an acquirer owned more than 15 per cent of the public shareholding in a company.

What happens after the Open Offer?

If the Adani Group manages to get the required 26 per cent stake, the group’s total stake will go up to 55.18 per cent, enabling it to take management control of the target company (NDTV).
The acquirer will be able to bring in their own key management persons. If the Adanis fail to get a 50 per cent stake, they have the option to buy shares from other institutional investors.
The Adanis may have to raise the offer price to get the required majority.

About Securities and Exchange Board of India (SEBI):

The SEBI is a statutory regulatory body established by the Government of India in 1992. It was given statutory powers through the SEBI Act, 1992.
Objective: To regulate the securities market in India and protect the interests of investors in securities.

Why was SEBI formed?

SEBI was established to keep a check on unfair and malpractices and protect the investors from such malpractices.
The organization was created to meet the requirements of the following three groups:

Issuers: SEBI works toward providing a marketplace to the investors where they can efficiently and fairly raise their funds.
Intermediaries: SEBI works towards providing a professional and competitive market to the intermediaries.
Investors: SEBI protects and supplies accurate information to investors.

Powers of SEBI:

In case of frauds and unethical practices pertaining to the securities market, SEBI has the power to pass judgments.
The said power facilitates to maintain transparency, accountability and fairness in the securities market.

SEBI has the power to examine the Book of Accounts and other vital documents to identify or gather evidence against violations.
If it finds one violating the regulations, the regulatory body has the power to impose rules, pass judgements and take legal actions against violators.

To protect the interest of investors, the authoritative body has been entrusted with the power to formulate suitable rules and regulations.
Such rules tend to encompass the listing obligations, insider trading regulations and essential disclosure requirements.
The body formulates such rules and regulation to get rid of malpractices that are prevalent in the securities market.

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