Prime Focus Limited has informed the Exchange about Acquisition
PFOCUS · price
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Prime Focus Limited's board approved issuing up to 46.27 crore equity shares at INR 120 per share (total ~INR 5,552 crore) on a preferential basis. Of this, 43.01 crore shares (INR 5,161.5 crore) will be issued via share swap to acquire additional shares in its step-down subsidiary DNEG S.a.r.l., Luxembourg, while 3.25 crore shares (INR 390.5 crore) will be issued for cash to raise funds. Post-transaction, Prime Focus's direct and indirect stake in DNEG will rise to 88.28%. A total of 16 investors are participating, including promoter group entity A2R Holdings (whose stake rises from 48.75% to 53.46%) and financial investor Novator Capital Limited (14.40% post-issue). Novator will receive limited special rights (one board seat and affirmative vote on certain matters) while it holds at least 5% of equity. An EGM is scheduled for July 26, 2025 to seek shareholder approval.
The share-swap acquisition consolidates control over DNEG (a major VFX and animation business with USD 425.7 million turnover) without significant cash outflow, which should be positive for long-term shareholders. However, existing shareholders face meaningful dilution from ~46 crore new shares and the promoter group's stake will cross 53%, giving it firmer control. Special rights granted to Novator Capital add a layer of minority governance influence but are capped at a 5% threshold.