Prime Focus Limited has informed the Exchange regarding the Amendment to AOA/MOA of the company.
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Awaiting price reaction for this filing.
The Board approved issuing up to 46,26,69,444 equity shares at INR 120 per share (face value INR 1, premium INR 119) on a preferential basis, for a total consideration of about INR 5,552 crore. Of this, ~43 crore shares (worth INR 5,161.5 crore) will be allotted 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. There are 16 proposed allottees, including promoter-group entity A2R Holdings (whose stake rises from 48.75% to 53.46%), Novator Capital (14.40% post-issue), celebrity Ranbir Kapoor (0.16%), and several HNIs and funds. The Board also approved amending the Articles of Association to grant Novator Capital special rights (one nominee director and affirmative vote on limited matters) while it holds at least 5% of equity. Post this transaction, Prime Focus's combined holding in DNEG will rise to 88.28%, consolidating a VFX/animation subsidiary with FY25 turnover of USD 425.7 million and total assets of USD 935.9 million. An EGM has been scheduled for July 26, 2025 to seek shareholder approval.
Significant dilution for existing public shareholders since the new shares are many multiples of current equity, but the raise is largely non-cash (share swap) and consolidates Prime Focus's control over its main revenue-generating subsidiary DNEG. The stock may see short-term pressure from dilution and AOA changes giving Novator Capital board/protective rights, though long-term value depends on DNEG's performance.