Mukesh Ambani can own 100% of Network18

MUMBAI: Mukesh Ambani-controlled Reliance Industries Ltd (RIL) would own practically 100 per cent of the promoter companies of Network18 if it decides to convert into equity shares all the debentures the promoter firms would have issued to it.

The amount the six promoter companies of Network18 group have spent on buying shares in the rights issues of Network18 Media and Investments Ltd and TV18 Broadcast Ltd adds up to Rs 22.11 billion. This is based on the information provided to the stock exchanges on the number of shares acquired by these promoters.

The six promoter companies of Network18 are RRB Mediasoft, RB Mediasoft, RB Media Holdings, Watermark Infratech, Colorful Media and Adventure Marketing, all owned by Network18 group founder Raghav Bahl and his wife Ritu Kapur.

The rights issue prospectuses of both Network18 and its subsidiary TV18 had said the six promoter companies - referred to as the subscribing companies - would be issuing zero coupon optionally convertible debentures (ZOCDs) to RIL?s Independent Media Trust (IMT) to raise money to subscribe to their entitlements in the rights issues and also to subscribe to some portion of the unsubscribed rights.

In terms of the ZOCD investment agreement, IMT had agreed to subscribe to such number of ZOCDs to be issued by the six subscribing companies to enable these companies to further subscribe to equity shares offered as a part of the rights issues and any additional purchases.

If Reliance?s IMT, set up for this specific purpose, has invested in ZOCDs worth Rs 22.11 billion, then it would have subscribed to 221.17 million ZOCDs of Rs 100 each.

Each ZOCD is convertible into 10 equity shares of the respective subscribing company. On conversion of all the 221.17 million ZOCDs, the six promoter companies of Network18 would issue a total of 2.21 billion shares to Reliance?s IMT.

Each of the six subscribing companies has a paid-up and issued share capital of Rs 0.1 million comprising 10,000 equity shares of Rs 10 each. The six subscribing companies together have 60,000 issued and paid-up equity shares.

If all the ZOCDs are converted into shares of the six subscribing companies, the shareholding of Raghav Bahl and Ritu Bahl in these companies would turn nearly non-existent. Raghav Bahl and Ritu Bahl?s stake would shrink to a negligible 0.0027 per cent from 100 per cent now.

These assumptions are based on the disclosures made by TV18 and Network18 on the number of shares acquired by the six subscribing companies in the rights issues and the statements in the prospectuses that the six companies would be borrowing from IMT the entire amounts required to subscribe to their entitlements and additionally unsubscribed shares in the rights issues.

Network18 and TV18 have not disclosed the number of ZOCDs that have been issued to RIL?s IMT or alternatively, the amount borrowed by the six subscribing companies from IMT.

After the rights issue, the shareholding of the six subscribing promoter companies in Network18 has risen to 71.32 per cent from 36.90 per cent before the issue. The total promoter holding in Network18 is 73, including the shares owned by Network18 Employees Welfare Trust and Network18 Group Senior Professional Welfare Trust.

The shareholding of the six subscribing promoter companies in TV18 has gone up to 3.96 per cent from less than 1 per cent, while that of Network18 in TV18 has remained unchanged at 51.25 per cent.

The promoter shareholding in TV18 dropped marginally to 57.04 per cent from 59.76, a reflection of the fact that the company received an overwhelming response to the rights issue from non-promoter shareholders.