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ARTICLE · 20 JUNE 2023

Financing Arrangements | Trigger Takeover Offer Requirement

Mansukhlal Hiralal & Company
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A loan of Rs 350 crores was taken from Vishvapradhan Commercial Private Limited in order to finance this open offer.

IndiaCorporate/Commercial Law
Bhushan Shah
Bhushan Shah
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The Securities and Exchange Board of India (SEBI) very recently passed an order in a matter involving New Delhi Television Limited (NDTV or Target Company) stirring-up the issue of what amounts to `Control` under the Takeover Code.

BRIEF FACTS OF THE CASE:

In 2008, the promoters of NDTV i.e. RRPR, Prannoy Roy and Radhika Roy (collectively referred as Promoters) made an open offer under the old SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (Takeover Code) to acquire shares of NDTV which is a listed company.

A loan of Rs 350 crores was taken from Vishvapradhan Commercial Private Limited (VCPL) in order to finance this open offer. There were extensive loan and other agreements entered into between the Promoters and VCPL which granted VCPL the following packaged rights:

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