Prime Focus Limited has announced a strategic internal restructuring involving its subsidiaries, Prime Focus Technologies Inc. (PFT US) and Brahma AI Services India Limited. The restructuring aims to streamline business operations within the group.
The first step of the restructuring involves the transfer of the entire 100% equity shareholding of PFT US, currently held by Brahma AI Services India Limited, to DNEG S.a.r.l. This transfer includes the conversion of optionally convertible redeemable preference shares and a loan given by Brahma India to PFT US into equity shares. Notably, this conversion does not involve any fresh capital infusion but is a restructuring of existing financial exposure.
In the second step, DNEG S.a.r.l. will transfer its entire 100% equity shareholding in Brahma AI Services India Limited to Brahma AI Holdings Limited. This includes a 92.23% shareholding by DNEG and the remaining 7.77% by other shareholders. Both PFT US and Brahma India will continue to be part of the group as step-down subsidiaries of Prime Focus Limited.
The restructuring has been approved by the Audit Committee, and the Board meeting to discuss these changes commenced at 07:00 p.m. and concluded at 07:15 p.m.
As part of the transaction, around USD 21 million is expected to be received upon the completion of the sale/disposal. The buyer, DNEG S.a.r.l., is a material step-down subsidiary of Prime Focus Limited, incorporated in Luxembourg, while the seller is Brahma AI Services India Limited, also a material step-down subsidiary, incorporated in India.
The transaction is a related party transaction conducted at arm’s length, and it falls outside the scheme of arrangement, making Regulation 37A of the LODR Regulations inapplicable.
Disclaimer: This article is based on a regulatory filing submitted to the National Stock Exchange of India (NSE).