Prime Focus Limited has informed the Exchange regarding Notice of Extraordinary General Meeting to be held on July 26, 2025
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Prime Focus Limited has called an Extraordinary General Meeting on July 26, 2025 to seek shareholder approval for several major corporate actions. The biggest item is a preferential issue of up to 46.26 crore equity shares at ₹120 per share (₹1 face value + ₹119 premium), raising up to ₹5,552 crore. Out of this, roughly ₹1,718 crore will come as fresh cash from investors like Novator Capital (₹172 crore), Chartered Finance & Leasing (₹64 crore), actor Ranbir Kapoor (₹15 crore), and others. The remaining ₹3,834 crore portion is a share-swap to acquire the remaining 31.05% stake in DNEG S.a.r.l (Luxembourg), its material step-down VFX subsidiary. The largest swap allottee is promoter-group entity A2R Holdings, which will receive 26.20 crore shares (around 57% of the total issuance). Additional resolutions include granting special rights (minority protection) to Novator Capital via amendment of Articles of Association, approving the related-party DNEG share sale from A2R Holdings to PF World Limited, and raising the Section 186 limit for loans/investments to ₹5,000 crore.
This is a major dilutive event — the preferential issue of 46.26 crore shares is large relative to the existing share base and will significantly dilute existing shareholders. However, it also consolidates Prime Focus's ownership of its prized DNEG subsidiary, which could be positive for long-term value if the swap is priced fairly. Promoter-group entity A2R Holdings emerges as a major shareholder via the swap, and Novator Capital gains special rights, both of which raise governance considerations. Existing shareholders should review the swap valuation and related-party terms carefully before voting.