Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the LODR Regulations ) with respect to allotment of Equity Shares on a preferential basis and acquisition of shares in its step-down subsidiary, DNEG.
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Prime Focus Limited has allotted 18,79,40,531 equity shares at INR 120 per share (including a premium of INR 119) on a preferential basis to 7 investors, for a total consideration of about INR 2,255 crore. The bulk of this (17,36,21,781 shares worth ~INR 2,083 crore) was issued as a share swap to acquire 67,79,916 additional shares in its step-down subsidiary DNEG S.a.r.l. (Luxembourg). A smaller portion of 1,43,18,750 shares was raised for cash (INR 171.82 crore). The largest allottee was promoter-group entity A2R Holdings, which got 10,24,47,901 shares, taking its holding from 52.87% to 53.27%. As a result, Prime Focus's paid-up equity capital has risen from INR 58.75 crore to INR 77.55 crore, and its total (direct + indirect) stake in DNEG has gone up to 88.28%.
The share count has expanded by about 32%, which is dilutive for existing non-participating shareholders, though the INR 120 issue price represents a premium to market. The move consolidates Prime Focus's grip on its key VFX and animation subsidiary DNEG, simplifies the group structure, and signals continued promoter commitment given A2R Holdings' large participation.